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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PENNZOIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 38-1016240
(State of incorporation or organization) (I.R.S. Employer Identification No.)
PENNZOIL PLACE, P.O. BOX 2967, HOUSTON, TEXAS 77252-2967
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
EXCHANGEABLE SENIOR DEBENTURES NEW YORK STOCK EXCHANGE, INC.
DUE 2008
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
333-43003
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of the New
Debentures" in the Registration Statement on Form S-4 (Registration No.
333-43003) of Pennzoil Company (the "Company"), filed with the Securities and
Exchange Commission on December 23, 1997, is incorporated herein by reference.
ITEM 2. EXHIBITS
*1. Restated Certificate of Incorporation of the Company, as amended
through May 10, 1996 (incorporated herein by reference from the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, File No. 1-05591 Exhibit 3).
*2. Bylaws of the Company as amended through July 1, 1997
(incorporated herein by reference from the Company's Current
Report on Form 8-K dated July 1, 1997, File No. 1-05591 Exhibit
1).
*3. Indenture, dated as of December 15, 1992, between the Company
and Texas Commerce Bank National Association, as trustee
(incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, File
No. 1-05591 Exhibit 4(o)).
*4. Proposed form of the Third Supplemental Indenture between the
Registrant and Texas Commerce Bank National Association, as
trustee, relating to the exchangeable senior debentures due 2008
(incorporated herein by reference from the Company's
Registration Statement on Form S-4 (Registration No. 333-43003)
filed with the Securities and Exchange Commission on December
23, 1997).
* Incorporated by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on this
12th day of January, 1998.
PENNZOIL COMPANY
By: /s/ David P. Alderson, II
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Name: David P. Alderson, II
Title: Group Vice President - Finance and Accounting
