<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
<TABLE>
<CAPTION>
==============================================================================
Transaction Valuation* Amount of Filing Fee
------------------------------------------------------------------------------
<S> <C>
$2,109,140 $422
==============================================================================
</TABLE>
* 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: $389 Filing Party: Pennzoil-Quaker State Company
Form or Registration No.: Schedule TO Date Filed: September 11, 2000
================================================================================
<PAGE> 2
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO
with respect to an offer by Pennzoil-Quaker State Company, a Delaware
corporation, to purchase outstanding options to purchase shares of its common
stock, par value $.10 per share, having an exercise price of $24.00 or more for
cash in the amount set forth on Attachment A to the Offer to Purchase, 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").
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following (a)(4):
(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.
(b), (d), (g) and (h) Not applicable.
------------------
* Previously filed.
-1-
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to the Schedule TO is
true, complete and correct.
PENNZOIL-QUAKER STATE COMPANY
By: /s/ LINDA F. CONDIT
-------------------------------------
Linda F. Condit
Vice President and
Corporate Secretary
Dated: October 5, 2000
<PAGE> 4
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.
(b), (d), (g) and (h) Not applicable.
--------------------
* Previously filed.
