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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)
PENNZOIL-QUAKER STATE COMPANY
(NAME OF SUBJECT COMPANY AND PERSON FILING)
OPTIONS TO PURCHASE COMMON STOCK,
PAR VALUE $.10 PER SHARE, HAVING AN EXERCISE PRICE OF $24.00 OR MORE
(TITLE OF CLASS OF SECURITIES)
709323109
(CUSIP NUMBER OF CLASS OF SECURITIES)
LINDA F. CONDIT
VICE PRESIDENT AND CORPORATE SECRETARY
PENNZOIL PLACE
P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
(713) 546-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
DARRELL W. TAYLOR, ESQ.
BAKER BOTTS L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
(713) 229-1313
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$2,109,140 $422
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* Calculated solely for purposes of determining the filing fee in
accordance with Section 13(e)(3) of the Securities Exchange Act of 1934
and Rule 0-11 thereunder. This amount assumes the purchase of all
options for which this offer is being made.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $422 Filing Party: Pennzoil-Quaker State Company
Form or Registration No.: Schedule TO Date Filed: September 26, 2000
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This Final Amendment to the Tender Offer Statement on Schedule TO
reports the final results of the offer by Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), to purchase for cash outstanding options
to purchase shares of its common stock, par value $.10 per share, having an
exercise price of $24.00 or more, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated September 11, 2000 (as amended, the
"Offer to Purchase"), and the related Letter of Transmittal (as amended,
the "Letter of Transmittal," which together with the Offer to Purchase
constitute the "Offer"). The Offer expired on October 11, 2000. The Company
accepted for purchase options exercisable for 1,236,099 shares of its common
stock. The Company will pay a total purchase price of approximately $1.4 million
for the tendered options. Payment for all options accepted for purchase
in the Offer will occur promptly.
ITEM 12. EXHIBITS.
(a) (1) Offer to Purchase, dated September 11, 2000, as amended.
(2) Form of Letter of Transmittal, as amended.
(3) Form of Letter to Holders.
(4) Form of Letter to Holders, dated October 5, 2000.
(5) Form of Letter to Holders, dated October 11, 2000.*
(b), (d), (g) and (h) Not applicable.
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* Filed herewith. All other exhibits have been previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Final Amendment to the Schedule TO is
true, complete and correct.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ LAURIE K. STEWART
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Laurie K. Stewart
Vice President and Treasurer
Dated: October 13, 2000
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INDEX TO EXHIBITS
(a) (1) Offer to Purchase, dated September 11, 2000, as amended.
(2) Form of Letter of Transmittal, as amended.
(3) Form of Letter to Holders.
(4) Form of Letter to Holders, dated October 5, 2000.
(5) Form of Letter to Holders, dated October 11, 2000.*
(b), (d), (g) and (h) Not applicable.
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* Filed herewith. All other exhibits have been previously filed.