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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
_______________
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
4.90% EXCHANGEABLE SENIOR DEBENTURES NEW YORK STOCK EXCHANGE, INC.
DUE 2008
4.95% 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. [_]
Securites 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 New
Debentures" in Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 333-43003) of Pennzoil Company (the "Company"), filed with the
Securities and Exchange Commission on June 30, 1998, 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 Third Supplemental Indenture between the
Registrant and Chase Bank of Texas, National Association, as
trustee, relating to the 4.90% exchangeable senior debentures due
2008 (incorporated herein by reference from the Company's
Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 333-43003) filed with the Securities and
Exchange Commission on June 30, 1998).
*5. Proposed form of Fourth Supplemental Indenture between the
Registrant and Chase Bank of Texas, National Association, as
trustee, relating to the 4.95% exchangeable senior debentures due
2008 (incorporated herein by reference from the Company's
Amendment No. 3 to the Registration Statement on Form S-4
(Registration No. 333-43003) filed with the Securities and
Exchange Commission on June 30, 1998).
* 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 20th day of
July, 1998.
PENNZOIL COMPANY
/s/ DAVID P. ALDERSON, II
By:___________________________
Name: David P. Alderson, II
Title: Group Vice President - Finance and Accounting
