<PAGE>
As Filed With the Securities and Exchange Commission on May 1, 2000
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
PENNZOIL-QUAKER STATE COMPANY
(Exact name of issuer as specified in its charter)
DELAWARE 76-0200625
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
PENNZOIL PLACE, P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
(address of principal executive offices) (Zip Code)
--------------------------
2000 STOCK OPTION PLAN
OF PENNZOIL-QUAKER STATE COMPANY
(Full title of the plan)
--------------------------
Linda F. Condit
Corporate Secretary
Pennzoil-Quaker State Company
Pennzoil Place, P.O. Box 2967
Houston, Texas 77252-2967
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 546-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(2) PRICE(2) REGISTRATION FEE(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.10 per share (1) 3,200,000 shares $10.46875 $33,500,000 $8,844
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes the associated rights to purchase preferred stock.
(2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high
and low sales price of the Common Stock of the Registrant reported on
the New York Stock Exchange on April 24, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information, employee benefit plan annual reports and other information required
by Item 2 of this Form will be sent or given to participants as specified by
Rule 428. In accordance with Rule 428 and the requirements of Part I of Form
S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which Pennzoil-Quaker State Company, a
Delaware corporation (the "Company"), has filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
1-14501), are incorporated in this Registration Statement by reference and shall
be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(2) The Company's Current Report on Form 8-K filed with the
Commission on April 19, 2000; and
(3) The description of the Company's Common Stock contained in the
Company's Amendment No. 1 to Form 10 filed with the SEC on
December 1, 1998; and
(4) The description of rights to purchase preferred stock
contained in the Company's Registration Statement on Form 8-A
filed with the SEC on December 18, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, in a supplement to this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed supplement to this Registration Statement or in any
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 9 of the amended and restated By-Laws of the Company provides
for indemnification of any person who is, or is threatened to be made, a witness
in or a party to any proceeding by reason of his Corporate Status, as defined in
the amended and restated By-laws, to the extent authorized by applicable law
including, but not limited to, the Delaware General Corporation Law ("DGCL").
Directors of the Company have agreements in place providing for the same
indemnification as the amended and restated By-Laws. Pursuant to Section 145 of
the DGCL a corporation generally has the power to indemnify its present and
former directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any suit to which they are, or
are threatened to be made, a party by reason of their serving in such positions
so long as they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in the right of a corporation,
however, indemnification is generally limited to attorney's fees and other
expenses and is not available if such person is adjudged to be liable to the
corporation unless the court determines that indemnification is appropriate. In
addition, a corporation has the power to purchase and maintain insurance for
such persons. The statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
Article IX of the Company's Restated Certificate of Incorporation
eliminates in certain circumstances the monetary liability of directors of the
Company for a breach of their fiduciary duty as directors. These provisions do
not eliminate the liability of a director:
(1) for a breach of the director's duty of loyalty to the corporation
or its stockholders;
(2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law;
(3) under Section 174 of the DGCL (relating to the declaration of
dividends and purchase or redemption of shares in violation of the DGCL); or
(4) for transactions from which the director derived an improper
personal benefit.
The Company has purchased directors and officers liability insurance
that would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.
The above discussion of the Company's Restated Certificate of
Incorporation and amended and restated By-Laws and of Section 145 of the DGCL is
not intended to be exhaustive and is respectively qualified in its entirety by
such Restated Certificate of Incorporation, amended and restated By-Laws and
statute.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
II-3
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
+4.1(a) - Restated Certificate of Incorporation of Pennzoil-Quaker
State Company (incorporated herein by reference to Exhibit 4.2
to the Company's Form 8-K filed with the Commission on
December 29, 1998)
+4.1(b) - Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company (incorporated herein by
reference to Exhibit 3.1(b) to the Company's Annual Report on
Form 10-K filed with the Commission for the year ended
December 31, 1999)
+4.2 - Amended and Restated By-laws of Pennzoil-Quaker State
Company (incorporated herein by reference to Exhibit 4.3 to
the Company's Form 8-K filed with the Commission on December
29, 1998)
4.3 - 2000 Stock Option Plan of Pennzoil-Quaker State Company
(filed herewith)
5 - Opinion of Baker Botts L.L.P. (filed herewith)
23.1 - Consent of Arthur Andersen LLP, independent public
accountants (filed herewith)
23.2 - Consent of PricewaterhouseCoopers LLP, independent
accountants (filed herewith)
24 - Powers of Attorney (filed herewith)
</TABLE>
+Incorporated herein by reference.
II-4
<PAGE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than
II-5
<PAGE>
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 1, 2000.
PENNZOIL-QUAKER STATE COMPANY,
a Delaware corporation
By: /s/ JAMES L. PATE
-----------------------------------
James L. Pate
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 1, 2000.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ JAMES L. PATE Principal Executive Officer May 1, 2000
- --------------------------------------------------- and Director
(James L. Pate, Chairman of the Board and
Chief Executive Officer)
/s/ THOMAS P. KELLAGHER Principal Financial and May 1, 2000
- --------------------------------------------------- Accounting Officer
(Thomas P. Kellagher, Group Vice President and
Chief Financial Officer)
HOWARD H. BAKER, JR.*
W. L. LYONS BROWN, JR.*
ERNEST H. COCKRELL*
ALFONSO FANJUL* A majority of the Directors May 1, 2000
FORREST R. HASELTON* of the Registrant
BERDON LAWRENCE*
JAMES J. POSTL*
TERRY L. SAVAGE*
BRENT SCOWCROFT*
GERALD B. SMITH*
LORNE R. WAXLAX*
*By: /s/ JAMES L. PATE
---------------------------------------------
(Attorney-In-Fact)
</TABLE>
II-7
<PAGE>
EXHIBIT 4.3
2000 STOCK OPTION PLAN
OF
PENNZOIL-QUAKER STATE COMPANY
1. PURPOSE OF THE PLAN.
This 2000 Stock Option Plan (the "Plan") is intended as an
employment incentive to retain in the employ of Pennzoil-Quaker State Company
(the "Company") and any Subsidiary or Parent of the Company (within the meaning
of Section 424(e) or (f) of the Internal Revenue Code of 1986, as amended (the
"Code"), and including any corporation that becomes a Subsidiary or Parent of
the Company) persons of training, experience and ability, to attract new
employees whose services are considered unusually valuable, to encourage the
sense of proprietorship of such persons, and to stimulate the active interest of
such persons in the development and financial success of the Company. It is
further intended that options issued pursuant to the Plan shall constitute
nonqualified stock options within the meaning of Section 83 of the Code.
2. ADMINISTRATION OF THE PLAN.
The Board of Directors of the Company (the "Board") shall
appoint and maintain a Compensation Committee (hereinafter called the
"Committee") of the Board to administer the Plan, which Committee shall be
constituted to permit the Plan to comply with Rule 16b-3 ("Rule 16b-3")
promulgated under the Securities Exchange Act of 1934 ("Exchange Act") and who
shall serve at the pleasure of the Board. No member of such Committee shall be
eligible to receive nonqualified stock options under the Plan ("Options") or
any other plan of the Company or its affiliates which entitles participants to
acquire stock, stock appreciation rights, or stock options of the Company or
its affiliates while serving on the Committee. The Options granted under this
Plan shall be nonqualified stock options within the meaning of Section 83 of
the Code. All decisions and selections made by the Committee pursuant to the
provisions of the Plan shall be made by a majority of its members. Any
decision reduced to writing and signed by all of the members shall be fully
effective as if it had been made by a majority at a meeting duly held. Members
of the Committee may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other. The Committee shall have
full power and authority to designate participants, to determine the terms and
provisions of respective option agreements (which need not be identical), and
to interpret the provisions and supervise the administration of the Plan. The
Committee shall have the authority, exercisable in its sole discretion, to
grant various forms of Options containing such terms and conditions,
consistent with the provisions of this Plan, as the Committee shall determine,
including the authority to grant in its discretion to the holder of an
outstanding Option, in exchange for the surrender and cancellation of such
Option, a new Option having a purchase price lower than that provided in the
Option so surrendered and cancelled and containing such other terms and
conditions as the Committee may prescribe in accordance with the provisions of
the Plan, except that shares subject to purchase pursuant to any Option or
portion thereof relinquished and not required to be issued upon such
relinquishment shall not again be available for Options under the Plan.
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3. DESIGNATIONS OF PARTICIPANTS.
The persons eligible for participation in the Plan as
recipients of Options shall include all employees of the Company or of any
Subsidiary or Parent of the Company including key employees of any corporation
that becomes a Subsidiary or Parent after the date that this Plan is adopted. An
employee who has been granted an Option hereunder may be granted an additional
Option or Options, if the Committee shall so determine.
4. STOCK RESERVED FOR THE PLAN.
Subject to adjustments provided in Paragraph 9 hereof, a total
of 3,200,000 shares of Common Stock, $0.10 par value, of the Company ("Stock")
shall be subject to the Plan. The shares subject to the Plan shall consist of
unissued shares or previously issued shares reacquired and held by the Company,
or any Subsidiary or Parent of the Company, and such amount of shares shall be
and hereby is reserved for sale for such purpose. Any of such shares which may
remain unsold and which are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan the Company shall at all times reserve a
sufficient number of shares to meet the requirements of the Plan. Should any
Option expire or be cancelled prior to its exercise or relinquishment in full,
the shares theretofore subject to such Option may again be subjected to an
Option under the Plan, except that shares subject to purchase pursuant to any
Option or portion thereof relinquished and not required to be issued upon such
relinquishment shall not again be available for Options under the Plan.
5. OPTION PRICE.
(a) The purchase price of each share placed under an Option
pursuant to the Plan shall be determined by the Committee, but in no
event shall be less than 100% of the Fair Market Value of such share on
the date the Option is granted.
(b) "Fair Market Value" of a share of Stock means, as of a
particular date, (i) if shares of Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Stock reported on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Stock are listed on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date
on which such a sale was so reported, (ii) if shares of Stock are not
so listed but are quoted on the Nasdaq National Market, the mean
between the highest and lowest sales price per share of Stock reported
by the Nasdaq National Market on that date, or, if there shall have
been no such sale so reported on that date, on the last preceding date
on which such a sale was so reported, (iii) if the Stock is not so
listed or quoted, the mean between the closing bid and asked price on
that date, or, if there are no quotations available for such date, on
the last preceding date on which such quotations are available, as
reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq
Stock Market, by the National Quotation Bureau Incorporated or (iv) if
shares of Stock
2
<PAGE>
are not publicly traded, the most recent value determined by an
independent appraiser appointed by the Company for such purpose.
6. OPTION PERIOD.
(a) The Options granted under this Plan shall be for a term of
not more than ten years from the date of granting of each Option.
(b) If the Company is reorganized or merged or consolidated
with another corporation while unexercised Options remain outstanding
under the Plan, there shall be substituted for the shares subject to
the unexercised portions of such outstanding Options an appropriate
number of shares of each class of stock or other securities of the
reorganized or merged or consolidated corporation distributed to the
holders of Stock in respect of their shares; provided, however, that
all such Options may be cancelled by the Company as of the effective
date of any such reorganization, merger, or consolidation or of any
dissolution or liquidation of the Company by giving notice of its
intention to do so to each holder thereof or his personal
representative and by permitting the purchase during a period of not
less than 30 days next preceding such effective date of all of the
shares subject to such outstanding Options.
7. EXERCISE OF OPTIONS.
(a) The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be
exercisable, subject to the applicable provisions of this Plan. In any
event, Options shall be exercisable only after 12 months of continued
employment with the Company or any Subsidiary or Parent of the Company
immediately following the date upon which the Option is granted, and no
Option may thereafter become exercisable for a number of shares
exceeding (i) 33-1/3% of the number of shares subject to the Option
until after two years of such continued employment, or (ii) 66-2/3% of
the number of shares subject to the Option until after three years of
such continued employment; provided, however, that an Option, if the
Option Agreement so provides, may be exercised irrespective of the
above-described 12-month, 33-1/3%, and 66-2/3% limitations in the event
of:
(A) Death of the optionee while in the employment of
the Company or any Subsidiary or Parent of the Company;
(B) Termination of employment of the optionee by
reason of disability, as determined by the Committee; or
(C) Termination of the optionee's employment by
reason of retirement under or in accordance with the
retirement plan of the Company or any Subsidiary or Parent of
the Company, in which he is then participating after
completion, as of the date of such retirement, of not less
than five years' employment with the Company or any Subsidiary
or Parent of the Company,
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<PAGE>
or termination of employment for such other reasons as may
be approved in writing by the Committee.
(b) Options may be exercised solely by the optionee during his
lifetime or after his death by the personal representative of the
optionee's estate or the person or persons entitled thereto under his
will or under the laws of descent and distribution.
(c) The purchase price of the shares for which an Option is
exercised shall be paid in full at the time of the exercise. Such
purchase price shall be payable in cash, or at the option of the holder
of such Option, in Stock theretofore owned by such holder (or in a
combination of cash and such Stock). For purposes of determining the
amount, if any, of the purchase price satisfied by payment in Stock,
such Stock shall be valued at its Fair Market Value on the date of
exercise in accordance with subparagraph (b) of Paragraph 5. Any Stock
delivered in satisfaction of all or a portion of the purchase price
shall be appropriately endorsed for transfer and assignment to the
Company. No holder of an Option shall be, or have any of the rights or
privileges of, a shareholder of the Company in respect of any shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such shares shall have been issued by the
Company to such holder.
8. RELINQUISHMENT OF OPTIONS; ASSIGNABILITY.
(a) The Committee, in granting Options hereunder, shall have
discretion to determine whether or not certain Options shall include a
right of relinquishment as hereinafter provided by this Paragraph 8.
The Committee shall also have discretion to determine whether an option
agreement evidencing an Option granted by the Committee shall be
amended or supplemented to include such a right of relinquishment.
Neither the Committee nor the Company shall be under any obligation or
incur any liability to any person by reason of the Committee's refusing
to grant or include a right of relinquishment in any Option granted
hereunder or in any option agreement evidencing the same. Subject to
the Committee's determining in any case that the grant by it of a right
of relinquishment is consistent with Paragraph 1 hereof, any Option
granted under the Plan and the option agreement evidencing such Option,
may provide:
(i) That the optionee, or his heirs or other legal
representatives to the extent entitled to exercise the Option
under the terms thereof, in lieu of purchasing the entire
number of shares subject to purchase thereunder, shall have
the right to relinquish all or any part of the unexercised
portion of the Option (to the extent exercisable as provided
in (iv), hereinbelow) for a number of shares of Stock and an
amount of cash to be determined as follows:
(A) The written notice of exercise of such
right of relinquishment, provided for in clause (ii)
of this subparagraph (a), shall state the percentage,
if any, of the Appreciated Value, hereinafter
defined, which such optionee elects to receive in
cash (which percentage is called the "Cash
Percentage"), such Cash Percentage to be in
increments of ten
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percent (10%) of such Appreciated Value up to (but
not to exceed) fifty percent (50%) thereof;
(B) The number of shares of Stock issuable
pursuant to such relinquishment shall be the number
of such shares, rounded to the next greater number of
full shares, as shall be equal to: one hundred
percent (100%) less the Cash Percentage, times the
excess of (1) the aggregate current market value of
the shares of such Stock covered by the Option or the
portion thereof so relinquished over (2) the
aggregate purchase price for such shares specified in
such Option (which excess is called the "Appreciated
Value"), divided by the then current market value per
share of such Stock; and
(C) The amount of cash payable pursuant to
such relinquishment shall be an amount equal to the
Appreciated Value less the aggregate current market
value of the issued shares, which cash shall be paid
by the Company subject to such conditions as are
deemed advisable by the Committee to permit
compliance by the Company with the withholding
provisions applicable to employers, including
withholding under the Code and applicable state law;
(ii) That such right of relinquishment may be
exercised only upon receipt by the Company of a written notice
of such relinquishment which shall be dated the date of
election to make such relinquishment; and that, for the
purposes of the Plan, such date of election shall be deemed to
be the date when such notice is sent by registered or
certified mail, if by mail, or when receipt is acknowledged by
the Company, if mailed by other than registered or certified
mail, or if delivered by hand or by any telegraphic
communications equipment of the sender or otherwise delivered,
provided that, in the event the method just described for
determining such date of election shall not be or remain
consistent with provisions of Rule 16b-3, which exempts from
the operation of Section 16(b) of the Exchange Act in whole or
in part any such relinquishment transaction, then such date of
election shall be determined by such other method consistent
with Section 16(b) or such rules or regulations as the
Committee shall in its discretion select and apply;
(iii) That the "current market value" of a share of
Stock shall be its Fair Market Value on the day on which
written notice of relinquishment is received by the Company in
accordance with subparagraph (b) of Paragraph 5; and
(iv) That the Option, or any portion thereof, may be
relinquished only to the extent that (A) it is exercisable on
the date written notice of relinquishment is received by the
Company, and (B) the Committee, subject to the provisions of
subparagraph (b) of this Paragraph 8 shall consent to the
election of the holder of such Option to relinquish such
Option as set forth in such written notice of relinquishment,
and (C) the holder of such Option pays, or makes provision
5
<PAGE>
satisfactory to the Company for payment of, any taxes which
the Company is obligated to collect with respect to such
relinquishment.
(b) The Committee shall have sole discretion to consent to or
disapprove any election of a holder of an Option to relinquish such
Option for Stock and cash as provided in subparagraph (a) of this
Paragraph 8, provided that the Committee shall, in the exercise of such
discretion, be subject to such limitations as may be imposed on the
administrators of a plan (such as the Committee) by Rule 16b-3, and as
the same may be hereafter further amended, as a condition to the
exemption from the operation of Section 16(b) of transactions involving
solely the surrender and cancellation of stock options in conjunction
with the exercise and cancellation of a stock appreciation right issued
pursuant to a plan and the receipt of cash awarded in connection with a
stock appreciation right. Neither the Committee nor the Company shall
be under any liability to any person by reason of the Committee's
disapproval of any election pursuant to this subparagraph (b).
(c) The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be
relinquishable, subject to the applicable provisions of the Plan and
including such provisions as deemed advisable to permit the exemption
from the operation of Section 16(b) of the Exchange Act in whole or in
part of any such transaction involving such relinquishment, and Options
outstanding, and option agreements evidencing such Option, may be
amended, if necessary, to permit such exemption.
(d) Neither any Option nor any right to relinquish the same to
the Company as contemplated by this Paragraph 8 shall be assignable or
otherwise transferable except by will or the laws of descent and
distribution.
9. CAPITAL CHANGE OF THE COMPANY.
If the outstanding shares of Stock of the Company shall at any
time be changed or exchanged by declarations of a stock dividend, split-up,
combination of shares, or recapitalization, the number and kind of shares
subject to this Plan or subject to any Options theretofore granted, and the
Option prices, shall be appropriately and equitably adjusted so as to maintain
the proportionate number of shares without changing the aggregate Option price;
provided, however, no adjustment shall be made by reason of the distribution of
subscription rights on outstanding stock.
10. PURCHASE FOR INVESTMENT.
Whether or not the Options and shares covered by the Plan have
been registered under the Securities Act of 1933, as amended, each person
exercising an Option under the Plan may be required by the Company to give a
representation in writing that he is acquiring such shares for his own account
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.
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<PAGE>
11. TAX WITHHOLDING.
The Company shall have the right to deduct applicable taxes
from any Option or relinquishment payment and withhold, at the time of delivery
of shares of Stock under this Plan, an appropriate number of shares of Stock for
payment of taxes required by law or to take such other action as may be
necessary in the opinion of the Company to satisfy all obligations for
withholding of such taxes. The Committee may also permit withholding to be
satisfied by the transfer to the Company of shares of Stock theretofore owned by
the holder of the Option with respect to which withholding is required. If
shares of Stock are used to satisfy tax withholding, such shares shall be valued
based on the Fair Market Value when the tax withholding is required to be made.
12. EFFECTIVE DATE OF PLAN.
The Plan shall be effective March 9, 2000. No Option shall be
granted pursuant to the Plan after March 8, 2010.
13. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.
The Board may amend, modify, suspend or terminate this Plan at
any time for the purpose of meeting or addressing any changes in legal
requirements or for any other purpose permitted by law except that (i) no
amendment or alteration that would impair the rights of any optionee under any
Option previously granted to such optionee shall be made without such optionee's
consent and (ii) no amendment or alteration shall be effective prior to approval
by the Company's stockholders to the extent such approval is then required
pursuant to Rule 16b-3 in order to preserve the applicability of any exemption
provided by such rule to any Option then outstanding (unless the holder of such
Option consents) or to the extent stockholder approval is otherwise required by
applicable legal requirements.
14. GOVERNMENT REGULATIONS.
The Plan, and the granting and exercise of Options thereunder,
and the obligation of the Company to sell and deliver shares under such Options,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
PENNZOIL-QUAKER STATE COMPANY
7
<PAGE>
EXHIBIT 5
May 1, 2000
Pennzoil-Quaker State Company
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
Gentlemen:
As set forth in the Registration Statement on Form S-8 to be
filed by Pennzoil-Quaker State Company (the "Company") under the Securities Act
of 1933, as amended (the "Act"), relating to 3,200,000 shares ("Shares") of
common stock, par value $0.10 per share, of the Company issuable under the terms
of the 2000 Stock Option Plan of Pennzoil-Quaker State Company (the "Plan"),
certain legal matters in connection with the Common Stock are being passed upon
for you by us.
In our capacity as counsel to the Company in the connection
referred to above, we have familiarized ourselves with the Company's Restated
Certificate of Incorporation and Amended and Restated By-laws and have examined
the originals, or copies certified or otherwise identified, of corporate records
of the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents, as a basis for the opinions
hereinafter expressed. In giving such opinions we have relied upon certificates
of officers of the Company with respect to the accuracy of the material factual
matters contained in such certificates.
Based on our examination as aforesaid, we are of the opinion
that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. Upon the issuance and sale of Shares by the Company pursuant to the
provisions of the Plan for a consideration at least equal to the par value of
such Shares, such Shares will be validly issued, fully paid and non-assessable
shares of capital stock of the Company.
We hereby consent to the filing of this opinion of counsel as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 relating to the 2000
Stock Option Plan of Pennzoil-Quaker State Company of our report dated February
29, 2000 included in the Pennzoil-Quaker State Company Form 10-K for the year
ended December 31, 1999 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 28, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 3, 2000 relating to the
financial statements of Excel Paralubes, which appears in Pennzoil-Quaker State
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Houston, Texas
April 25, 2000
<PAGE>
EXHIBIT 24
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Howard H. Baker, Jr.
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ W. L. Lyons Brown, Jr.
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Ernest H. Cockrell
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Alfonso Fanjul
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Forrest R. Haselton
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Charles Berdon Lawrence
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ James J. Postl
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Terry L. Savage
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Brent Scowcroft
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Gerald B. Smith
<PAGE>
PENNZOIL-QUAKER STATE COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL-QUAKER STATE COMPANY, a Delaware corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 (the "Registration Statement") relating to the 2000 Stock
Option Plan of Pennzoil-Quaker State Company and the Common Stock, of the
Company issuable thereunder, together with any and all exhibits and other
documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer, or both, as the case may be, of the Company, does hereby appoint
JAMES L. PATE, JAMES J. POSTL and THOMAS P. KELLAGHER, and each of them
severally, his true and lawful attorneys or attorney with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, the Registration Statement and all
instruments necessary or incidental in connection therewith, as may be necessary
or appropriate, together with any and all exhibits and other documents relating
thereto as said attorneys or any of them shall deem necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Commission. Each of said attorneys shall have full power and authority to do
and perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary desirable to be done to the premises,
as fully and to all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 31st day of March, 2000.
/s/ Lorne R. Waxlax
