<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2000
PENNZOIL-QUAKER STATE COMPANY
(Exact name of registrant as specified in its charter)
Delaware 76-0200625
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 546-4000
<PAGE>
Item 5. Other Events.
On November 30, 2000, Pennzoil-Quaker State Company (the "Company")
entered into an Underwriting Agreement, in the form of Exhibit 1 hereto, with
the Underwriter named therein with respect to the issue and sale by the Company
of $150,000,000 aggregate principal amount of its 8.65% Notes due December 1,
2002 (the "Notes"). The Notes were registered under the Securities Act of 1933,
as amended, pursuant to a shelf registration statement (Registration Statement
No. 333-65909) of the Company. The Notes will be issued under an Indenture,
dated as of February 1, 1999, between the Company and The Chase Manhattan Bank
(successor to Chase Bank of Texas, National Association), as Trustee, in the
form of Exhibit 4.1 hereto, as supplemented by the Company's Officer's
Certificate Delivered Pursuant to Section 301 of the Indenture dated as of
February 1, 1999, dated as of November 30, 2000, in the form of Exhibit 4.2
hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
1 Underwriting Agreement, dated as of November 30, 2000, among the
Company and Salomon Smith Barney Inc.
4.1 Indenture, dated as of February 1, 1999, between the Company and The
Chase Manhattan Bank (successor to Chase Bank of Texas, National
Association), as Trustee (incorporated by reference to Exhibit 4.1
of the Company's Current Report on Form 8-K dated March 30, 1999)
4.2 Officer's Certificate Delivered Pursuant to Section 301 of the
Indenture dated as of February 1, 1999, dated as of December 1,
2000, providing for the issuance of the Company's 8.65% Notes due
December 1, 2002.
4.3 Form of 8.65% Note due December 1, 2002 (included in Exhibit 4.2
above).
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENNZOIL-QUAKER STATE COMPANY
Date: December 1, 2000 By: /s/ Laurie K. Stewart
----------------------------
Laurie K. Stewart
Vice President and
Treasurer
-3-
