<PAGE> 1
As Filed With the Securities and Exchange Commission on May 25, 1994
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Pennzoil Company
(Exact name of issuer as specified in its charter)
DELAWARE 74-1597290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PENNZOIL PLACE, P.O. BOX 2967 77252-2967
HOUSTON, TEXAS (Zip Code)
(address of principal executive offices)
PENNZOIL COMPANY SAVINGS
AND INVESTMENT PLAN FOR
HOURLY EMPLOYEES
(Full title of the plan)
Linda F. Condit
Corporate Secretary
Pennzoil 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 PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING PRICE OFFERING REGISTRATION
BEING REGISTERED(1) REGISTERED (2) PER SHARE (3) PRICE (3) FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.83-1/3 per share 25,000 shares $48.44 $1,211,000 $417.55
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates the contents of the Registration Statement on Form S-8, filed
by Pennzoil Company with respect to the Pennzoil Company Savings and
Investment Plan for Hourly Employees with the Securities and Exchange
Commission on September 7, 1988 (Reg. No. 33-24261).
(3) 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 Pennzoil Company reported on the
New York Stock Exchange on May 19, 1994.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning
the Pennzoil Company Savings and Investment Plan for Hourly Employees required
by Item 1 of Form S-8 and the statement of availability of registrant
information, Plan information, and other information required by Item 2 of Form
S-8 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.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which Pennzoil Company (the
"Company") and the Pennzoil Company Savings and Investment Plan for Hourly
Employees (the "Plan") have filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
1-5591), 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, 1993;
(2) The Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1994;
(3) The Plan's Annual Report on Form 11-K for the year
ended December 31, 1992;
(4) Amendment No. 1 to the Plan's Annual Report on Form
11-K for the year ended December 31, 1992; and
(5) The description of the Common Stock, par value
$0.83-1/3 per share, of the Company (the "Common Stock") contained in
the Company's Form 8 Amendment No. 1 to Application for Registration
of the Securities on Form 10, filed with the Commission on April 26,
1991.
All documents filed by the Company and the Plan with the
Commission 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 filing
of a post-effective amendment to this Registration Statement which indicate
that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in a
supplement hereto or in a document 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
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.
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<PAGE> 4
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Bylaws of Pennzoil, as amended, provides
for indemnification of officers, directors, agents, and employees of Pennzoil
to the extent authorized by applicable law including, but not limited to, the
Delaware General Corporation Law. Pursuant to Section 145 of the Delaware
General Corporation Law, 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 EIGHTH of Pennzoil's Restated Certificate of
Incorporation eliminates in certain circumstances the monetary liability of
directors of Pennzoil for a breach of their fiduciary duty as directors. These
provisions do not eliminate the liability of a director (i) for a breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law (relating to the declaration of dividends and purchase or
redemption of shares in violation of the Delaware General Corporation Law); or
(iv) for transactions from which the director derived an improper personal
benefit.
The above discussion of Pennzoil's Restated Certificate of
Incorporation and Bylaws and of Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such Restated Certificate of Incorporation, Bylaws, and statute.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE> 5
ITEM 8. EXHIBITS.
Exhibit
Number Document Description
- ------ --------------------
*3(a) - Restated Certificate of Incorporation of Pennzoil Company,
as amended through July 27, 1984 (Pennzoil Company 10-K
(1984), SEC File No. 1-5591, Exhibit 3(a)).
*3(b) - Certificate of Retirement of Stock of Pennzoil Company dated
March 26, 1985 (Pennzoil Company 10-K (1985), SEC File No.
1-5591, Exhibit 3(b)).
*3(c) - Certificate of Amendment to the Restated Certificate of
Incorporation of Pennzoil Company dated April 25, 1985
(Pennzoil Company 10-K (1985), SEC File No. 1-5591, Exhibit
3(c)).
*3(d) - Certificate of Reduction in Number of Shares of Series of
Pennzoil Company dated June 10, 1986 (Pennzoil Company 10-K
(1987), SEC File No. 1-5591, Exhibit 3(e)).
*3(e) - Certificate of Retirement of Stock of Pennzoil Company dated
June 10, 1986 (Pennzoil Company 10-K (1987), SEC File No.
1-5591, Exhibit 3(f)).
*3(f) - Certificate of Amendment to the Restated Certificate of
Incorporation of Pennzoil Company dated April 30, 1987
(Pennzoil Company 10-Q (1st Quarter 1987), SEC File No.
1-5591, Exhibit 3(a)).
*3(g) - Certificate of Designation, Preferences and Rights of Series
A Participating Preferred Stock of Pennzoil Company dated
April 18, 1988 (Pennzoil Company 10-Q (1st Quarter 1988),
SEC File No. 1-5591, Exhibit 3(b)).
*3(h) - Certificate of Elimination of Designation of Pennzoil
Company dated November 20, 1991 (Pennzoil Company 10-K
(1991), SEC File No. 1-5591, Exhibit 3(h)).
3(i) - By-laws of Pennzoil Company, as adopted May 19, 1994.
*4(a) - Indenture dated as of February 15, 1986 (the "1986
Indenture") between Pennzoil Company and Mellon Bank, N.A.,
Trustee (Pennzoil Company 10-Q (2nd Quarter 1986), SEC File
No. 1-5591, Exhibit 4(a)).
*4(b) - Officer's Certificate dated as of March 16, 1987 delivered
pursuant to the terms of the 1986 Indenture setting forth
the terms of Pennzoil Company's 9% Debentures due April 1,
2017 (Pennzoil Company 10-Q (1st Quarter 1987), SEC File No.
1-5591, Exhibit 4(a)).
*4(c) - Officer's Certificate dated as of April 14, 1989 delivered
pursuant to the terms of the 1986 Indenture setting forth
the terms of Pennzoil Company's
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<PAGE> 6
10-5/8% Debentures due June 1, 2001 (Pennzoil Company 10-Q
(1st Quarter 1989), SEC File No. 1-5591, Exhibit 4(a)).
*4(d) - Officer's Certificate dated as of November 14, 1989
delivered pursuant to the terms of the 1986 Indenture
setting forth the terms of Pennzoil Company's 10-1/8%
Debentures due November 15, 2009 and 9-5/8% Notes due
November 15, 1999 (Pennzoil Company 10-K (1989), SEC File
No. 1-5591, Exhibit 4(n)).
*4(e) - Officer's Certificate dated as of November 19, 1990
delivered pursuant to the terms of the 1986 Indenture
setting forth the terms of Pennzoil Company's 10-1/4%
Debentures due November 1, 2005 (Pennzoil Company 10-K
(1990), SEC File No. 1-5591, Exhibit 4(n)).
*4(f) - Instrument of Resignation, Appointment and Acceptance dated
as of April 1, 1991 among Pennzoil Company, Mellon Bank,
N.A., as Retiring Trustee, and Texas Commerce Bank National
Association, as Successor Trustee, under the 1986 Indenture
(Pennzoil Company 10-K (1991), SEC File No. 1-5591, Exhibit
4(p)).
*4(g) - Indenture dated as of December 15, 1992 (the "1992
Indenture") between Pennzoil Company and Texas Commerce Bank
National Association, Trustee (Pennzoil Company 10-K (1992),
SEC File No. 1-5591, Exhibit 4(o)).
*4(h) - First Supplemental Indenture dated as of January 13, 1993 to
the 1992 Indenture (Pennzoil Company 10-K (1992), SEC File
No. 1-5591, Exhibit 4(p)).
*4(i) - Second Supplemental Indenture dated as of October 12, 1993
to the 1992 Indenture (Pennzoil Company 10-K (1993), SEC
File No. 1-5591, Exhibit 4(i)).
*4(j) - Pennzoil Company Savings and Investment Plan for Hourly
Employees (Pennzoil Company Registration Statement on Form
S-8 (Reg. No. 33-24261) Exhibit 4(b)(1)).
*4(k) - Pennzoil Company Savings and Investment Plan for Hourly
Employees Trust Agreement (Pennzoil Company Registration
Statement on Form S-8 (Reg. No. 33-24261) Exhibit 4(b)(2).
4(l) - First Amendment to Pennzoil Company Savings and Investment
Plan for Hourly Employees effective April 1, 1990.
4(m) - Second Amendment to Pennzoil Company Savings and Investment
Plan for Hourly Employees effective April 1, 1994.
II-4
<PAGE> 7
Pennzoil Company agrees to furnish to the Commission upon
request a copy of any agreement defining the rights of
holders of long-term debt of Pennzoil Company and all its
subsidiaries for which consolidated or unconsolidated
financial statements are required to be filed, under which
the total amount of securities authorized does not exceed
10% of the total assets of Pennzoil Company and its
subsidiaries on a consolidated basis.
5 - Opinion of Baker & Botts, Houston, Texas.
23(a) - Consent of Arthur Andersen & Co.
23(b) - Consent of Ryder Scott Company Petroleum Engineers.
23(c) - Consent of DeGolyer & MacNaughton.
23(d) - Consent of Baker & Botts, Houston, Texas (included in their
opinion filed as Exhibit 5).
24 - Powers of Attorney.
____________________
* Incorporated by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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 (a)(1)(i) and (a)(1)(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 registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
II-5
<PAGE> 8
(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.
(b) 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.
(c) 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 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.
(d) The undersigned registrant hereby undertakes to submit the
Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and to make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.
II-6
<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant 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, the State of
Texas, on May 24, 1994.
PENNZOIL COMPANY
By: JAMES L. PATE
(James L. Pate,
Chairman of the Board, President
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 and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
JAMES L. PATE Principal Executive Officer and May 24, 1994
(James L. Pate, Director
Chairman of the Board, President
and Chief Executive Officer)
MARK A. MALINSKI Principal Accounting Officer May 24, 1994
(Mark A. Malinski, Group Vice President --
Accounting and Controller)
DAVID P. ALDERSON, II Principal Financial Officer May 24, 1994
(David P. Alderson, II, Group Vice
President -- Finance and Treasurer)
HOWARD H. BAKER, JR.*
W. J. BOVAIRD*
W. L. LYONS BROWN, JR.*
ERNEST H. COCKRELL* A Majority of the Directors
of Pennzoil May 24, 1994
HARRY H. CULLEN*
ALFONSO FANJUL*
BERDON LAWRENCE*
BRENT SCOWCROFT*
CYRIL WAGNER, JR.*
*By: MARK A. MALINSKI
(Mark A. Malinski,
Attorney-In-Fact)
</TABLE>
II-7
<PAGE> 10
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Committee which administers the Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, and State of Texas, on this 24th day
of May, 1994.
PENNZOIL COMPANY
SAVINGS AND INVESTMENT
PLAN FOR HOURLY EMPLOYEES
Registrant
By: MARK A. MALINSKI
(Mark A. Malinski,
Member of the Committee)
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
MEMBERS OF THE ADMINISTRATIVE
COMMITTEE OF PENNZOIL COMPANY
SAVINGS AND INVESTMENT PLAN FOR
HOURLY EMPLOYEES
Signatures Date
---------- ----
TERRY HEMEYER, DAVID P. ALDERSON, II, LINDA F.
CONDIT, THOMAS M. HAMILTON, HARRY C. MITCHELL,
W. M. ROBB, JAMES W. SHADDIX*
*By: MARK A. MALINSKI May 24, 1994
(Mark A. Malinski,
Attorney-In-Fact)
II-8
<PAGE> 1
EXHIBIT 3(i)
PENNZOIL COMPANY
BY-LAWS
(As Amended)
ARTICLE I.
MEETING OF SHAREHOLDERS
SECTION 1. The annual meeting of the shareholders of this Corporation
shall be held on the third Thursday of May in each year, at ten o'clock A.M.,
and on any subsequent day or days to which such meeting may be adjourned, for
the purposes of electing directors and of transacting such other business as
may properly come before the meeting. The Board of Directors shall designate
the place for the holding of such meeting, and at least ten days' notice shall
be given to the shareholders of the place so fixed. If the day designated
herein is a legal holiday, the annual meeting shall be held on the first
succeeding day which is not a legal holiday. If for any reason the annual
meeting shall not be held on the day designated herein, the Board of Directors
shall cause the annual meeting to be held as soon thereafter as may be
convenient.
SECTION 2. Special meetings of the shareholders may be called at any
time by the Board of Directors, the Chairman of the Board, the Executive
Committee, the Chairman of the Executive Committee or the President. Upon
written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary of the Corporation to fix the
date of the meeting to be held not less than ten nor more than sixty days after
the receipt of the request and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of the meeting and give notice thereof,
the person or persons calling the meeting may do so.
SECTION 3. Every special meeting of the shareholders shall be held at
such place within or without the State of Delaware as the Board of Directors
may designate, or, in the absence of such designation, at the registered office
of the Corporation in the State of Delaware.
SECTION 4. Written notice of every meeting of the shareholders shall
be given by the Secretary of the Corporation to each shareholder of record
entitled to vote at the meeting, by placing such notice in the mail at least
ten days, but not more than sixty days, prior to the day named for the meeting
addressed to each shareholder at his address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.
SECTION 5. The Board of Directors may fix a date, not less than ten
nor more than sixty days preceding the date of any meeting of shareholders, as
a record date for the determination of shareholders entitled to notice of, or
to vote at, any such meeting. The
<PAGE> 2
Board of Directors shall not close the books of the Corporation against
transfers of shares during the whole or any part of such period.
SECTION 6. The notice of every meeting of the shareholders may be
accompanied by a form of proxy approved by the Board of Directors in favor of
such person or persons as the Board of Directors may select.
SECTION 7. A majority of the outstanding shares of stock of the
Corporation entitled to vote, present in person or represented by proxy, shall
constitute a quorum at any meeting of the shareholders, and the shareholders
present at any duly convened meeting may continue to do business until
adjournment notwithstanding any withdrawal from the meeting of holders of
shares counted in determining the existence of a quorum. Directors shall be
elected by a plurality of the votes cast in the election. For all matters as
to which no other voting requirement is specified by the General Corporation
Law of the State of Delaware (the "General Corporation Law"), the Restated
Certificate of Incorporation of the Corporation, as amended (the "Certificate
of Incorporation") or these By-laws, the affirmative vote required for
shareholder action shall be that of a majority of the shares present in person
or represented by proxy at the meeting (as counted for purposes of determining
the existence of a quorum at the meeting). In the case of a matter submitted
for a vote of the shareholders as to which a shareholder approval requirement
is applicable under the shareholder approval policy of the New York Stock
Exchange, the requirements of Rule 16b-3 under the Securities Exchange Act of
1934 or any provision of the Internal Revenue Code, in each case for which no
higher voting requirement is specified by the General Corporation Law, the
Certificate of Incorporation or these By-laws, the vote required for approval
shall be the requisite vote specified in such shareholder approval policy, Rule
16b-3 or Internal Revenue Code provision, as the case may be (or the highest
such requirement if more than one is applicable). For the approval of the
appointment of independent public accountants (if submitted for a vote of the
shareholders), the vote required for approval shall be a majority of the votes
cast on the matter.
SECTION 8. Any meeting of the shareholders may be adjourned from time
to time, without notice other than by announcement at the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided that if the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the adjourned meeting.
SECTION 9. Subject to such rights of the holders of Preferred Stock
or Preference Common Stock or any series thereof as shall be prescribed in the
Certificate of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such series, only persons who are nominated
in accordance with the procedures set forth in this Section 9 shall be eligible
for election as, and to serve as, directors. Nominations of
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<PAGE> 3
persons for election to the Board of Directors may be made at a meeting of the
shareholders at which Directors are to be elected (a) by or at the direction of
the Board of Directors or (b) by any shareholder of the Corporation entitled to
vote at such meeting in the election of directors who complies with the
requirements of this Section 9. Such nominations, other than those made by or
at the direction of the Board of Directors, shall be preceded by timely advance
notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than 60 days prior to
the scheduled meeting date, regardless of any postponements, deferrals or
adjournments of the meeting to a later date; provided, however, that if the
scheduled meeting date differs from the annual meeting date prescribed by the
By-laws as in effect on the date of the next preceding annual meeting of
shareholders and if less than 70 days' notice or prior public disclosure of the
scheduled meeting date is given or made, notice by the shareholder, to be
timely, must be so delivered or received not later than the close of business
on the tenth day following the earlier of the day on which the notice of such
meeting was mailed to shareholders or the day on which such public disclosure
was made. A shareholder's notice to the Secretary shall set forth (x) as to
each person whom the shareholder proposes to nominate for election or
re-election as a director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the number of shares of each class of capital stock of the
Corporation beneficially owned by such person and (iv) the written consent of
such person to having such person's name placed in nomination at the meeting
and to serve as a director if elected, and (y) as to the shareholder giving the
notice, (i) the name and address, as they appear on the Corporation's books, of
such shareholder and (ii) the number of shares of each class of voting stock of
the Corporation which are then beneficially owned by such shareholder. The
presiding officer of the meeting of shareholders shall determine whether the
requirements of this Section 9 have been met with respect to any nomination or
intended nomination. If the presiding officer determines that any nomination
was not made in accordance with the requirements of this Section 9, he shall so
declare at the meeting and the defective nomination shall be disregarded.
SECTION 10. At an annual meeting of shareholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been brought before the annual meeting (a) by or at the direction of the Board
of Directors or (b) by any shareholder of the Corporation who complies with the
requirements of this Section 10 and as shall otherwise be proper subjects for
shareholder action and shall be properly introduced at the meeting. For a
proposal to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely advance notice thereof in writing to the
Secretary of the Corporation. To be timely a shareholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 60 days prior to the scheduled meeting date,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if the scheduled meeting date differs from
the meeting date prescribed by the By-laws as in effect on the date of the
next preceding annual meeting of shareholders and if less than 70 days' notice
-3-
<PAGE> 4
or prior public disclosure of the scheduled meeting date is given or made,
notice by the shareholder, to be timely, must be so delivered or received not
later than the close of business on the tenth day following the earlier of the
day on which the notice of such meeting was mailed to shareholders or the day
on which such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a description of the proposal desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business and any other
shareholders known by such shareholder to be supporting such proposal, (c) the
class and number of shares of the Corporation's stock which are beneficially
owned by the shareholder on the date of such notice and (d) any financial
interest of the shareholder in such proposal.
The presiding officer of the annual meeting shall determine
whether the requirements of this Section 10 have been met with respect to any
shareholder proposal. If the presiding officer determines that a shareholder
proposal was not made in accordance with the terms of this Section 10, he shall
so declare at the meeting and any such proposal shall not be acted upon at the
meeting.
At a special meeting of shareholders, only such business shall
be acted upon as shall have been set forth in the notice relating to the
meeting or as shall constitute matters incident to the conduct of the meeting
as the presiding officer of the meeting shall determine to be appropriate.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. The business, affairs and property of the Corporation
shall be managed by a board of ten directors divided into three classes as
provided in the Certificate of Incorporation of the Corporation. Each director
shall hold office for the full term to which he shall have been elected and
until his successor is duly elected and shall qualify, or until his earlier
death, resignation or removal. A director need not be a resident of the State
of Delaware or a shareholder of the Corporation.
SECTION 2. Except as provided in the Certificate of Incorporation of
the Corporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the Board of Directors. Any director elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected
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<PAGE> 5
and qualified. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.
SECTION 3. No director of the Corporation shall be removed from his
office as a director by vote or other action of shareholders or otherwise
except for cause.
SECTION 4. Regular meetings of the Board of Directors shall be held
at such place or places within or without the State of Delaware, at such hour
and on such day as may be fixed by resolution of the Board of Directors,
without further notice of such meetings. The time or place of holding regular
meetings of the Board of Directors may be changed by the Chairman of the Board
or the President by giving written notice thereof as provided in Section 6 of
this Article II.
SECTION 5. Special meetings of the Board of Directors shall be held,
whenever called by the Chairman of the Board, the Chairman of the Executive
Committee, the President, by four directors or by resolution adopted by the
Board of Directors, at such place or places within or without the State of
Delaware as may be stated in the notice of the meeting.
SECTION 6. Written notice of the time and place of, and general
nature of the business to be transacted at, all special meetings of the Board
of Directors, and written notice of any change in the time or place of holding
the regular meetings of the Board of Directors, shall be given to each director
personally or by mail or by telegraph, telecopier or similar communication at
least one day before the day of the meeting; provided, however, that notice of
any meeting need not be given to any director if waived by him in writing, or
if he shall be present at such meeting.
SECTION 7. A majority of the directors in office shall constitute a
quorum of the Board of Directors for the transaction of business; but a lesser
number may adjourn from day to day until a quorum is present. Except as
otherwise provided by law or in these By-laws, all questions shall be decided
by the vote of a majority of the directors present.
SECTION 8. Any action which may be taken at a meeting of the
directors or members of the Executive Committee may be taken without a meeting
if consent in writing setting forth the action so taken shall be signed by all
of the directors or members of the Executive Committee as the case may be and
shall be filed with the Secretary of the Corporation.
SECTION 9. The Board of Directors may designate one or more of its
number to be Vice Chairman of the Board, Chairman of the Executive Committee,
and Chairman of any other committees of the Board and to hold such other
positions on the Board as the Board of Directors may designate.
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<PAGE> 6
ARTICLE III.
EXECUTIVE COMMITTEE
The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate two or more of its number to constitute an Executive
Committee which committee, during intervals between meetings of the Board,
shall have and exercise the authority of the Board of Directors in the
management of the business of the Corporation to the extent permitted by law.
ARTICLE IV.
OFFICERS
SECTION 1. The officers of the Corporation shall consist of a
Chairman of the Board, President, Secretary, Treasurer and such Executive,
Group, Senior or other Vice Presidents, and other officers as may be elected or
appointed by the Board of Directors. Any number of offices may be held by the
same person. All officers shall hold office until their successors are elected
or appointed, except that the Board of Directors may remove any officer at any
time at its discretion.
SECTION 2. The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as modified herein or by
the Board of Directors, as well as such powers and duties as from time to time
may be conferred by the Board of Directors. The Chairman of the Board shall
have such duties as may be assigned to him by the Board of Directors and shall
preside at meetings of the Board and at meetings of the stockholders. The
President shall be the chief executive officer of the Corporation and shall
have general supervision over the business, affairs, and property of the
Corporation.
ARTICLE V.
SEAL
The seal of the Corporation shall be in such form as the Board of
Directors shall prescribe.
ARTICLE VI.
CERTIFICATES OF STOCK
The shares of stock of the Corporation shall be represented by
certificates of stock, signed by the President or such Vice President or other
officer designated by the Board of Directors, countersigned by the Treasurer or
the Secretary; and such signature of the President, Vice President, or other
officer, such countersignature of the Treasurer or Secretary, and such seal, or
any of them, may be executed in facsimile, engraved or printed. In case any
officer who has signed or whose facsimile signature has been placed upon any
share certificate shall have ceased to be such officer because of death,
resignation or
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<PAGE> 7
otherwise before the certificate is issued, it may be issued by the Corporation
with the same effect as if the officer had not ceased to be such at the date of
its issue. Said certificates of stock shall be in such form as the Board of
Directors may from time to time prescribe.
ARTICLE VII.
INDEMNIFICATION
SECTION 1. The Corporation shall indemnify, and advance Expenses (as
this and all other capitalized words are defined in Section 12) to, Indemnitee
to the fullest extent permitted by applicable law in effect on July 24, 1986,
and to such greater extent as applicable law may thereafter permit. The rights
of Indemnitee provided under the preceding sentence shall include, but not be
limited to, the right to be indemnified to the fullest extent permitted by
Section 145(b) of the D.G.C.L. in Proceedings by or in the right of the
Corporation and to the fullest extent permitted by Section 145(a) of the
D.G.C.L. in all other Proceedings.
SECTION 2. If Indemnitee is, by reason of his Corporate Status, a
witness in or a party to and is successful, on the merits or otherwise, in any
Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to any Matter in such Proceeding, the Corporation
shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf relating to each Matter. The termination of
any matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such Matter.
SECTION 3. Indemnitee shall be advanced Expenses within 10 days after
requesting them to the fullest extent permitted by Section 145(e) of the
D.G.C.L.
SECTION 4. To obtain indemnification Indemnitee shall submit to the
Corporation a written request with such information as is reasonably available
to Indemnitee. The Secretary of the Corporation shall promptly advise the
Board of Directors of such request.
SECTION 5. If there has been no Change of Control at the time the
request for indemnification is sent, Indemnitee's entitlement to
indemnification shall be determined in accordance with Section 145(d) of the
D.G.C.L. If entitlement to indemnification is to be determined by Independent
counsel, the Corporation shall furnish notice to Indemnitee within 10 days
after receipt of the request for indemnification, specifying the identity and
address of Independent Counsel. The Indemnitee may, within 14 days after
receipt of such written notice of selection, deliver to the Corporation a
written objection to such selection. Such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel and the objection shall set forth with
particularity the factual basis of such assertion. If there is an objection to
the
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<PAGE> 8
selection of Independent Counsel, either the Corporation or Indemnitee may
petition the Court of Chancery of the State of Delaware or any other court of
competent jurisdiction for a determination that the objection is without a
reasonable basis and/or for the appointment of Independent Counsel selected by
the Court.
SECTION 6. If there has been a Change of Control at the time the
request for indemnification is sent, Indemnitee's entitlement to
indemnification shall be determined in a written opinion by Independent Counsel
selected by Indemnitee. Indemnitee shall give the Corporation written notice
advising of the identity and address of the Independent Counsel so selected.
The Corporation may, within 7 days after receipt of such written notice of
selection, deliver to the Indemnitee a written objection to such selection.
Indemnitee may, within 5 days after the receipt of such objection from the
Corporation, submit the name of another Independent Counsel and the Corporation
may, within 7 days after receipt of such written notice of selection, deliver
to the Indemnitee a written objection to such selection. Any objection is
subject to the limitations in Section 5. Indemnitee may petition the Court of
Chancery of the State of Delaware or any other Court of competent jurisdiction
for a determination that the Corporation's objection to the first and/or second
selection of Independent Counsel is without a reasonable basis and/or for the
appointment as Independent Counsel of a person selected by the Court.
SECTION 7. If a Change of Control shall have occurred before the
request for indemnification is sent by Indemnitee, Indemnitee shall be presumed
(except as otherwise expressly provided in this Article) to be entitled to
indemnification upon submission of a request for indemnification in accordance
with Section 4 of this Article, and thereafter the Corporation shall have the
burden of proof to overcome the presumption in reaching a determination
contrary to the presumption. The presumption shall be used by Independent
Counsel as a basis for a determination of entitlement to indemnification unless
the Corporation provides information sufficient to overcome such presumption by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the
presumption should not apply.
Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5 or 6 of this Article to determine entitlement to
indemnification shall not have made and furnished to Indemnitee in writing a
determination within 60 days after receipt by the Corporation of the request
therefor, the requisite determination of entitlement to indemnification shall
be deemed to have been made and Indemnitee shall be entitled to such
indemnification unless Indemnitee knowingly misrepresented a material fact in
connection with the request for indemnification or such indemnification is
prohibited by law. The termination of any Proceeding or of any Matter therein,
by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this
Article) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and
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<PAGE> 9
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, or with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was unlawful.
SECTION 8. The Corporation shall pay any and all reasonable fees and
expenses of Independent Counsel incurred acting pursuant to this Article and in
any proceeding to which it is a party or witness in respect of its
investigation and written report and shall pay all reasonable fees and expenses
incident to the procedures in which such Independent Counsel was selected or
appointed. No Independent Counsel may serve if a timely objection has been
made to his selection until a Court has determined that such objection is
without a reasonable basis.
SECTION 9. In the event that (i) a determination is made pursuant to
Section 5 or 6 that Indemnitee is not entitled to indemnification under this
Article, (ii) advancement of Expenses is not timely made pursuant to Section 3
of this Article, (iii) Independent Counsel has not made and delivered a written
opinion determining the request for indemnification (a) within 90 days after
being appointed by the Court, or (b) within 90 days after objections to his
selection have been overruled by the Court, or (c) within 90 days after the
time for the Corporation or Indemnitee to object to his selection, or (iv)
payment of indemnification is not made within 5 days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 5, 6 or 7 of this Article, Indemnitee shall be entitled to
an adjudication in an appropriate court of the State of Delaware, or in any
other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. In the event that a determination
shall have been made that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section shall be
conducted in all respects as a de novo trial on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination. If a Change of
Control shall have occurred, in any judicial proceeding commenced pursuant to
this Section, the Corporation shall have the burden of proving that Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may
be. If a determination shall have been made or deemed to have been made that
Indemnitee is entitled to indemnification, the Corporation shall be bound by
such determination in any judicial proceeding commenced pursuant to this
Section 9, or otherwise, unless Indemnitee knowingly misrepresented a material
fact in connection with the request for indemnification, or such
indemnification is prohibited by law.
The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section 9 that the procedures
and presumptions of this Article are not valid, binding and enforceable and
shall stipulate in any such court that the Corporation is bound by all
provisions of this Article. In the event that Indemnitee, pursuant to this
Section 9, seeks a judicial adjudication to enforce his rights under, or to
recover damages for breach of, this Article, Indemnitee shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses
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<PAGE> 10
actually and reasonably incurred by him in such judicial adjudication, but only
if he prevails therein. If it shall be determined in such judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.
SECTION 10. The rights of indemnification and to receive advancement
of Expenses as provided by this Article shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Certificate of Incorporation, the By-laws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Article or any provision thereof shall be
effective as to any Indemnitee for acts, events and circumstances that
occurred, in whole or in part, before such amendment, alteration or repeal.
The provisions of this Article shall continue as to an Indemnitee whose
Corporation Status has ceased and shall inure to the benefit of his heirs,
executors and administrators.
SECTION 11. If any provision or provisions of this Article shall be
held to be invalid, illegal or unenforceable for any reason whatsoever, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.
SECTION 12. For purposes of this Article:
"Change of Control" means a change in control of the
Corporation after July 24, 1986 in any one of the following circumstances (1)
there shall have occurred an event required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Securities Exchange Act of
1934 (the "Act"), whether or not the Corporation is then subject to such
reporting requirement; (2) any "person" (as such term is used in Section 13(d)
and 14(d) of the Act) shall have become the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 40% or more of the combined voting power of the
Corporation's then outstanding voting securities without prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (3) the Corporation is
a party to a merger, consolidation, sale of assets or other reorganization, or
a proxy contest, as a consequence of which members of the Board of Directors in
office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; (4) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were
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<PAGE> 11
directors at the beginning of such period) cease for any reason to constitute
at least a majority of the Board of Directors.
"Corporate Status" describes the status of a person who (a) is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, in each
case which is controlled by the Corporation, or (b) is or was serving, at the
written request of the Corporation or pursuant to an agreement in writing with
the Corporation which request or agreement provides for indemnification under
these By-laws, as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise not controlled by the
Corporation, provided that if such written request or agreement referred to in
this clause (b) provides for a lesser degree of indemnification by the
Corporation than that provided pursuant to this Article VII, the provisions
contained in or made pursuant to such written request or agreement shall
govern. References above to "other enterprises" shall include employee benefit
plans and references to "serving at the request of the Corporation" shall
include any service as a director, officer or employee which imposes duties on,
or involves services by, such director, officer or employee with respect to an
employee benefit plan or its participants or beneficiaries.
"D.G.C.L." means the Delaware General Corporation Law.
"Disinterested Director" means a director of the Corporation
who is not and was not a party to the Proceeding in respect of which
indemnification is sought by indemnitee.
"Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.
"Indemnitee" includes any person who is, or is threatened to
be made, a witness in or a party to any Proceeding as described in Section 1 or
2 of this Article by reason of his Corporate Status.
"Independent Counsel" means a law firm, or member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the five years previous to his selection or appointment has been,
retained to represent: (i) the Corporation or Indemnitee in any matter
material to either such party, or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder.
"Matter" is a claim, a material issue, or a substantial request for relief.
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<PAGE> 12
"Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any
other proceeding whether civil, criminal, administrative or investigative,
except one initiated by an Indemnitee pursuant to Section 9 of this Article to
enforce his rights under this Article.
SECTION 13. Any communication required or permitted to the
Corporation shall be addressed to the Secretary of the Corporation and any such
communication to Indemnitee shall be addressed to his home address unless he
specifies otherwise and shall be personally delivered or delivered by overnight
mail delivery.
ARTICLE VIII.
AMENDMENTS
These By-laws may be altered, amended, added to or repealed by the
shareholders at any annual or special meeting, by the vote of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast (i.e., by the vote of a majority of the outstanding shares
entitled to vote), and, except as may be otherwise required by law, the power
to alter, amend, add to or repeal these By-laws is also vested in the Board of
Directors (subject always to the power of the shareholders to change such
action); provided, however, that notice of the general nature of any such
action proposed to be taken shall be included in the notice of the meeting of
shareholders or of the Board of Directors at which such action is taken.
May 19, 1994
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<PAGE> 1
EXHIBIT 4(l)
PENNZOIL COMPANY
SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
(As Established Effective January 1, 1989)
First Amendment
Pennzoil Company, a Delaware corporation (the "Company"),
having established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989 (the "Plan"), and having reserved the
right under Section 10.4 thereof to amend the Plan, does hereby amend the Plan
by adding the following sentence at the end of Section 11.4 of the Plan,
effective as of April 1, 1990, as follows:
"If the Committee receives a qualified domestic relations order with
respect to a Member, the Committee may authorize the immediate
distribution of the amount assigned to the Member's former spouse
pursuant to such order, to the extent vested and permitted by law,
from the Member's Pre-Tax, After-Tax and Employer Contribution
Accounts."
IN WITNESS WHEREOF, Pennzoil Company has caused these presents
to be executed by its duly authorized officers in a number of copies, all of
which shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy thereof, this ___ day of ____________, 1990, but
effective as of April 1, 1990.
PENNZOIL COMPANY
By JAMES L. PATE
ATTEST:
LINDA F. CONDIT
Secretary
<PAGE> 1
EXHIBIT 4(m)
PENNZOIL COMPANY
SAVINGS AND INVESTMENT PLAN
FOR HOURLY EMPLOYEES
(As Established Effective January 1, 1989)
Second Amendment
Pennzoil Company, a Delaware corporation (the "Company"),
having established the Pennzoil Company Savings and Investment Plan for Hourly
Employees, effective January 1, 1989 and as thereafter amended (the "Plan"),
and having reserved the right under Section 10.4 thereof to amend the Plan,
does hereby amend the Plan, effective as of April 1, 1994, as follows:
1. The first sentence of Section 4.1 of the Plan is
hereby deleted and replaced with the following:
"Except as provided below, each eligible Employee, who elects
to make Pre-Tax Contributions for a Plan Year shall initially elect to
defer a portion of his Compensation in whole percentages of not less
than one percent (1%) and not more than twelve percent (12%), subject
to the limitations set forth in the following schedule:
<TABLE>
<CAPTION>
Maximum Pre-Tax
Years of and After-Tax
Participation Contribution Rate
------------- -----------------
<S> <C>
Less than 5 years 9%
5 - 10 years 10%
More than 10 years 12%
</TABLE>
Each eligible Employee, represented by either Local #175
International Brotherhood of Teamsters, Chauffeurs, Warehousemen and
Helpers of America or Local #699 United Electrical, Radio and Machine
Workers of America who elects to make Pre-Tax Contributions for a Plan
Year shall initially elect to defer a portion of his Compensation in
whole percentages of not less than one percent (1%) and not more than
six percent (6%), subject to the limitations set forth in the
following schedule:
-1-
<PAGE> 2
<TABLE>
<CAPTION>
Minimum Pre-Tax and
Years of After-Tax
Participation Contribution Rate
------------- -----------------
<S> <C>
Less than 5 years 3%
5 - 10 years 4%
More than 10 years 6%"
</TABLE>
2. The first sentence of Section 4.2 of the Plan is
hereby deleted and replaced with the following:
"Except as provided below, each eligible Employee, regardless
of whether he has elected to defer any percentage of his salary in the
form of Pre-Tax Contributions to the Plan, may elect to make After-Tax
Contributions of not less than one percent (1%) and not more than
twelve percent (12%) of his Compensation; provided, however, that the
aggregate of a Member's Pre-Tax Contributions and After-Tax
Contributions shall be limited to the maximum rate based on Years of
Participation as set forth in Section 4.1 and shall not total, in any
event, more than twelve percent (12%) of the Member's Compensation.
Each eligible Employee represented by either Local #175,
International Brotherhood of Teamsters, Chauffeurs, Warehousemen and
Helpers of America or Local #699 United Electrical Radio and Machine
Workers of America, regardless of whether he has elected to defer any
percentage of his salary in the form of Pre-Tax Contributions to the
Plan, may elect to make After-Tax Contributions of not less than one
percent (1%) and not more than six percent (6%) of his compensation
provided, however, that the aggregate of a Member's Pre-Tax
Contributions and After-Tax Contributions shall be limited to the
maximum rate based on Years of Participation as set forth in Section
4.1 and shall not total, in any event, more than six percent (6%) of
the Member's Compensation."
3. The first sentence of Section 4.3 of the Plan is
hereby amended to read as follows:
"For each Plan Year, the Company shall make a Matching
Contribution to the Trust Fund on behalf of the Eligible Members in an
amount equal to the applicable percentage (as set forth below) of the
first 3%, 4% or 6% as applicable of the Pre-Tax Contributions and
After-Tax Contributions elected or contributed by the Eligible Members
during such Plan Year and not withdrawn under Article VI during such
Plan Year:
-2-
<PAGE> 3
<TABLE>
<CAPTION>
Total Percentage of
Applicable Percentage Member Contributions
Years of Employer Matching Eligible for Employer
Participation Contribution Matching Contribution
------------- --------------------- ---------------------
<S> <C> <C>
Less than 5 years 50% 3%
5 - 10 years 75% 4%
More than 10 years 100% 6%"
</TABLE>
IN WITNESS WHEREOF, Pennzoil Company has caused these presents
to be executed by its duly authorized officers in a number of copies, all of
which shall constitute one and the same instrument, which may be sufficiently
evidenced by any executed copy thereof, this 20th day of May, 1994, but
effective as of April 1, 1994.
PENNZOIL COMPANY
By: HARRY C. MITCHELL
ATTEST:
LINDA F. CONDIT
Secretary
(SEAL)
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<PAGE> 1
EXHIBIT 5
BAKER & BOTTS
L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
F-3.0 May 23, 1994
Pennzoil Company
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Pennzoil Company, a Delaware
corporation (the "Company"), under the Securities Act of 1933, as amended,
relating to 25,000 additional shares of common stock, par value $0.83 -1/3 per
share, of the Company (the "Common Stock") issuable under the terms of the
Pennzoil Company Savings and Investment Plan for Hourly Employees (the "Plan"),
certain legal matters in connection with the Common Stock and the participation
in the Plan are being passed upon for the Company by us. At the Company's
request, this opinion of counsel is being furnished for filing as Exhibit 5 to
the Registration Statement.
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 bylaws, each as amended to date, 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.
Based upon our examination as aforesaid, we are of the opinion
that:
<PAGE> 2
Pennzoil Company -2- May 23, 1994
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 due authorization and issuance of newly
issued shares of Common Stock by the Company to the Plan trustee from
time to time pursuant to the provisions of the Plan for a
consideration at least equal to the par value of such shares, such
shares of Common Stock will be validly issued, fully paid and
nonassessable.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
March 4, 1994, included in Pennzoil Company's Annual Report on Form 10-K for
the year ended December 31, 1993, and our report dated June 4, 1993, included
in the Pennzoil Company Savings and Investment Plan for Hourly Employees Annual
Report on Form 11-K for the year ended December 31, 1992, as amended.
ARTHUR ANDERSEN & CO.
Houston, Texas
May 24, 1994
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our summary report dated February 15,
1994 included as Exhibit 27(a) to Pennzoil Company's Annual Report on Form 10-K
for the year ended December 31, 1992 and the data extracted from our report and
the references to our firm appearing in "Item 1. Business and Item 2.
Properties" under the captions "Oil and Gas Reserves" and "- Exploration,
Development and Production Activities," in "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" under the
caption "Oil and Gas" and in "Supplemental Financial and Statistical
Information - Unaudited - Oil and Gas Information" of such Annual Report on
Form 10-K.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
May 23, 1994
<PAGE> 1
EXHIBIT 23(c)
DeGolyer and MacNaughton
One Energy Square
Dallas, Texas 75206
May 20, 1994
Pennzoil Company
Pennzoil Place
P.O. Box 2967
Houston, Texas 77252-2967
Gentlemen:
We hereby consent to the incorporation by reference in
Pennzoil Company's Registration Statement on Form S-8 of our letter report
dated February 4, 1994, addressed to Pennzoil Sulphur Company, which details
estimates of sulphur reserves as of January 1, 1994, and which was included, as
Exhibit 27(b) to Pennzoil Company's Annual Report on Form 10-K for the year
ended December 31, 1993, and the data extracted from our report and the
references to our firm appearing in "Item 1. Business and Item 2. Properties"
under the caption "Sulphur - Reserves, Production and Sales Information" of
such Annual Report on Form 10-K; provided, however, our letter report was
prepared as of January 1, 1994 and we have not undertaken any review, nor are
we aware of whether there might be subsequent events that would affect the
accuracy of our letter report as of the date of this consent.
Very truly yours,
DeGOLYER and MacNAUGHTON
<PAGE> 1
EXHIBIT 24
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
HOWARD H. BAKER, JR.
----------------------------
Howard H. Baker, Jr.
<PAGE> 2
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
W. J. BOVAIRD
-----------------------
W. J. Bovaird
<PAGE> 3
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
W. L. LYONS BROWN, JR.
---------------------------
W. L. Lyons Brown, Jr.
<PAGE> 4
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
ERNEST H. COCKRELL
---------------------------
Ernest H. Cockrell
<PAGE> 5
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
HARRY H. CULLEN
-------------------------
Harry H. Cullen
<PAGE> 6
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
ALFONSO FANJUL
-----------------------
Alfonso Fanjul
<PAGE> 7
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
BERDON LAWRENCE
------------------------
Berdon Lawrence
<PAGE> 8
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
BRENT SCOWCROFT
------------------------
Brent Scowcroft
<PAGE> 9
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, PENNZOIL 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 (the "Act"), a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Pennzoil Company Savings and Investment Plan for Hourly Employees of the
Company and 25,000 shares of common stock, par value $0.83-1/3 per share, of
the Company issuable thereunder, with such amendments, supplements or
appendices thereto as may be necessary or appropriate, 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
DAVID P. ALDERSON, II, MARK A. MALINSKI and JAMES L. PATE, 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 any
and all amendments, supplements or appendices 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 or 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 19th day of May, 1994.
CYRIL WAGNER, JR.
-----------------------
Cyril Wagner, Jr.
<PAGE> 10
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
TERRY HEMEYER
-----------------------
Terry Hemeyer
<PAGE> 11
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
DAVID P. ALDERSON, II
---------------------------
David P. Alderson, II
<PAGE> 12
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
LINDA F. CONDIT
------------------------
Linda F. Condit
<PAGE> 13
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
THOMAS M. HAMILTON
-------------------------
Thomas M. Hamilton
<PAGE> 14
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
HARRY C. MITCHELL
-------------------------
Harry C. Mitchell
<PAGE> 15
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
W. M. ROBB
-----------------------
W. M. Robb
<PAGE> 16
PENNZOIL COMPANY
POWER OF ATTORNEY
WHEREAS, the Pennzoil Company Savings and Investment Plan for
Hourly Employees ("Plan"), together with Pennzoil Company, a Delaware
corporation ("Company"), intends to file with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 ("Registration Statement") relating to Plan
and the Common Stock of the Company issuable pursuant to the Plan, with such
amendments thereto as may be necessary or appropriate, together with any and
all exhibits and other documents having relation thereto;
NOW, THEREFORE, the undersigned in his capacity as a member of
the Administrative Committee of the Savings and Investment Plan for Hourly
Employees ("Committee"), does hereby appoint DAVID P. ALDERSON, II, MARK A.
MALINSKI and JAMES L. PATE, and each of them severally, his true and lawful
attorney or attorneys 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 member of the Committee, the Registration
Statement and any and all amendments thereto as said attorneys or any of them
shall deem necessary or appropriate, together with all instruments, exhibits or
other documents 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 or 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 19th day of May, 1994.
JAMES W. SHADDIX
-------------------------
James W. Shaddix
