<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 /FEE REQUIRED/
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 /NO FEE REQUIRED/
For the transition period from _________________ to ___________________
Commission file number 1-2677
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Quaker State Corporation
Thrift and Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Quaker State Corporation
255 Elm Street
Oil City, Pennsylvania 16301
<PAGE> 2
REQUIRED INFORMATION
Financial Statements
- - --------------------
The financial statements and related report, prepared in
accordance with the financial reporting requirements of ERISA,
listed below are furnished for the Quaker State Thrift and Stock
Purchase Plan. The pages referred to are the numbered pages in
Coopers & Lybrand's Report on Audits of Financial Statements and
Supplemental Schedules for the years ended December 31, 1993 and
1992, which appears herein after the signature page.
<TABLE>
<CAPTION>
Item Pages
---- -----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1993 and 1992 3
Statement of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1993 and 1992 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 10
Item 27d - Schedule of Reportable Transactions
(Transactions in excess of 5% of plan value)
for the year ended December 31, 1993 11
</TABLE>
Exhibit
- - -------
The exhibit listed below is filed as a part of this annual
report:
1. Consent of Coopers & Lybrand.
-2-
<PAGE> 3
SIGNATURES
----------
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the members of the Organization
and Compensation Committee of the Board of Directors of Quaker
State Corporation have duly caused this annual report to be
signed on behalf of the Plan by the undersigned hereunto duly
authorized.
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
BY /s/ Thomas A. Gardner
--------------------------------
Thomas A. Gardner,
Chairman of the Organization
and Compensation Committee
Date: June 28, 1994
-3-
<PAGE> 4
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
_________
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1993 and 1992
<PAGE> 5
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
____
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1993 and 1992 3
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1993 and 1992 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 10
Item 27d - Schedule of Reportable Transactions
(Transactions in excess of 5% of plan value)
for the year ended December 31, 1993 11
</TABLE>
1
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors
Quaker State Corporation:
We have audited the statements of net assets available for
benefits of the Quaker State Corporation Thrift and Stock Purchase Plan as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available for benefits
of the Quaker State Corporation Thrift and Stock Purchase Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
As discussed in Note 8 to the financial statements the Plan
changed its method of accounting for payments due to participants effective
January 1, 1993.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The supplemental
schedules listed on page 1 are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended, and are not a
required part of the basic financial statements. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand
Pittsburgh, Pennsylvania
April 27, 1994
2
<PAGE> 7
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
____
<TABLE>
<CAPTION>
1993
------------------------------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Income Bond Quaker State Equity Employee
ASSETS Fund Fund Stock Fund Fund Loans Total
---- ---- ---------- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Investments, at value
(Note 2):
Quaker State Corporation
capital stock, 1993:
1,173,115 shares, 1992:
1,200,521 shares (cost:
$17,415,798 and
$18,202,231,
respectively) -- -- $15,543,774 -- -- $15,543,774
U. S. government
obligations
(cost: 1993,
$3,705,581;
1992, $3,989,621) $3,997,328 -- -- -- -- 3,997,328
Money market accounts 2,387,663 $702,000 30,547 $1,528,190 -- 4,648,400
Employee loans (Note 6) -- -- -- -- $1,564,901 1,564,901
---------- -------- ----------- ---------- ---------- -----------
Total investments 6,384,991 702,000 15,574,321 1,528,190 1,564,901 25,754,403
Receivables:
Employee contributions 44,102 64,224 84,117 98,735 -- 291,178
Company contributions -- -- 85,062 -- -- 85,062
Accrued interest receivable 74,700 2,682 9 1,865 -- 79,256
---------- -------- ----------- ---------- ---------- -----------
Total assets 6,503,793 768,906 15,743,509 1,628,790 1,564,901 26,209,899
Payments due to participants
(Note 8) -- -- -- -- -- --
Due to broker for securities
purchased -- -- -- -- -- --
---------- -------- ----------- ---------- ---------- -----------
Net assets
available
for benefits $6,503,793 $768,906 $15,743,509 $1,628,790 $1,564,901 $26,209,899
========== ======== =========== ========== ========== ===========
Participating units 1,072,870.56371 739,848.88997 484,978.54204 1,504,892.44101
=============== ============= ============= ===============
Unit value $6.06205 $1.03927 $32.46228 $1.08233
======== ======== ========= ========
</TABLE>
<TABLE>
<CAPTION>
1992
---------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Account
------ ------ ------ -------
Interest-
Bearing U. S. Quaker State
Bank Government Corporation Employee
ASSETS Accounts Obligations Capital Stock Loans Total
-------- ----------- ------------- ----- -----
<S> <C> <C> <C> <C> <C>
Investments, at value
(Note 2):
Quaker State Corporation
capital stock, 1993:
1,173,115 shares, 1992:
1,200,521 shares (cost:
$17,415,798 and
$18,202,231,
respectively) -- -- $13,805,992 -- $13,805,992
U. S. government
obligations
(cost: 1993,
$3,705,581;
1992, $3,989,621) -- $4,202,333 -- -- 4,202,333
Money market accounts $3,172,214 20,821 413,233 -- 3,606,268
Employee loans (Note 6) -- -- -- $1,641,623 1,641,623
---------- ---------- ----------- ---------- -----------
Total investments 3,172,214 4,223,154 14,219,225 1,641,623 23,256,216
Receivables:
Employee contributions 63,924 92,368 127,164 -- 283,456
Company contributions -- -- 87,386 -- 87,386
Accrued interest receivable 971 82,378 169 -- 83,518
---------- ---------- ----------- ---------- -----------
Total assets 3,237,109 4,397,900 14,433,944 1,641,623 23,710,576
Payments due to participants
(Note 8) 41,064 47,420 581,586 -- 670,070
Due to broker for securities
purchased -- -- 407,681 -- 407,681
---------- ---------- ----------- ---------- -----------
Net assets
available
for benefits $3,196,045 $4,350,480 $13,444,677 $1,641,623 $22,632,825
========== ========== =========== ========== ===========
Participating units 560,986.49795 516,579.30336 503,756.68729
============= ============= =============
Unit value $5.69719 $8.42171 $26.68883
======== ======== =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 8
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1993 and 1992
-----------
<TABLE>
<CAPTION>
1993
-----------------------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Income Bond Stock Equity Employee
Fund Fund Fund Fund Loans Total
------ ---- ----- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 567,122 $ 594,672 $ 706,717 $ 970,327 -- $ 2,838,838
Company -- -- 1,091,224 -- -- 1,091,224
---------- ----------- ----------- ---------- ---------- -----------
567,122 594,672 1,797,941 970,327 -- 3,930,062
Income from:
Cash dividends -- -- 712,400 -- -- 712,400
Interest 388,659 3,080 5,846 4,912 $ 148,834 551,331
Transfers, net 3,994,127 (4,188,269) (237,338) 657,036 (225,556) --
Net appreciation (depreciation)
of investments 80,222 12,392 2,137,817 65,007 -- 2,295,438
---------- ----------- ----------- ---------- ---------- -----------
5,030,130 (3,578,125) 4,416,666 1,697,282 (76,722) 7,489,231
Less distributions to withdrawing
participants, at value 1,763,446 50,869 2,699,420 68,492 -- 4,582,227
---------- ----------- ----------- ---------- ---------- -----------
Net change before cumulative effect
of accounting change 3,266,684 (3,628,994) 1,717,246 1,628,790 (76,722) 2,907,004
Cumulative effect of accounting
change (Note 8) 41,064 47,420 581,586 -- -- 670,070
---------- ----------- ----------- ---------- ---------- -----------
Net change 3,307,748 (3,581,574) 2,298,832 1,628,790 (76,722) 3,577,074
Net assets available for benefits,
beginning of year 3,196,045 4,350,480 13,444,677 -- 1,641,623 22,632,825
---------- ----------- ----------- ---------- ---------- -----------
Net assets available for benefits,
end of year $6,503,793 $ 768,906 $15,743,509 $1,628,790 $1,564,901 $26,209,899
========== =========== =========== ========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
1992
----------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Account
------ ------ ------ -------
Interest-
Bearing U.S. Quaker State
Bank Government Corporation Employee
Accounts Obligations Capital Stock Loans Total
--------- ----------- ------------- -------- -----
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 584,541 $ 761,529 $ 1,161,663 -- $ 2,507,733
Company -- -- 1,059,420 -- 1,059,420
---------- ---------- ----------- ---------- -----------
584,541 761,529 2,221,083 -- 3,567,153
Income from:
Cash dividends -- -- 892,051 -- 892,051
Interest 126,557 292,418 7,410 $ 148,996 575,381
Transfers, net (16,466) (33,519) (141,594) 191,579 --
Net appreciation (depreciation)
of investments -- (28,892) (1,810,455) -- (1,839,347)
---------- ---------- ----------- ---------- -----------
694,632 991,536 1,168,495 340,575 3,195,238
Less distributions to withdrawing
participants, at value 423,883 425,168 1,722,336 -- 2,571,387
---------- ---------- ----------- ---------- -----------
Net change before cumulative effect
of accounting change 270,749 566,368 (553,841) 340,575 623,851
Cumulative effect of accounting
change (Note 8) -- -- -- -- --
---------- ---------- ----------- ---------- -----------
Net change 270,749 566,368 (553,841) 340,575 623,851
Net assets available for benefits,
beginning of year 2,925,296 3,784,112 13,998,518 1,301,048 22,008,974
Cumulative effect of
accounting change (Note 8) -- -- -- -- --
---------- ---------- ---------- ----------- ------------
Net assets available for benefits,
end of year $3,196,045 $4,350,480 $13,444,677 $1,641,623 $ 22,632,825
========== ========== =========== ========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 9
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
____
1. Major Features of the Plan:
---------------------------
The Quaker State Corporation Thrift and Stock Purchase Plan (the Plan)
includes eligible employees of Quaker State Corporation (Quaker State or
the Company) and certain of its subsidiaries who have completed one year
of service and have reached age 21. It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA). Under the
Plan, participants may elect to make contributions on a tax-deferred
basis in the form of a salary reduction (Tax-Deferred Contributions) at
their option up to the lesser of 10% (12% effective July 1, 1992) of
their compensation or $8,994. The $8,994 limit may be adjusted by the
Internal Revenue Service in future years. In addition, employees may
elect to make contributions on an after-tax basis in the form of a
payroll deduction (Thrift Contributions) of up to 6% of their
compensation; however, the sum of the Thrift Contributions and the
Tax-Deferred Contributions cannot exceed 10% (12% effective July 1,
1992) of the participant's compensation. For contribution purposes, not
more than $235,840 of a participant's compensation (as adjusted by the
Internal Revenue Service) can be taken into account for any one calendar
year. Subject to limitations, the Company will make contributions
(Regular Company Contributions) in an amount equal to 50% of a
participant's total monthly contributions up to a maximum of 3% of that
participant's monthly compensation. In addition, the Company will make
a profit- sharing contribution (Company Profit-Sharing Contribution) to
the Plan provided certain predetermined profit levels are attained.
Effective January 1, 1993, four funds were available for investment of
contributions to the Plan. Fund A is composed of money market funds and
bonds or other obligations issued by the U. S. government. At
December 31, 1993, stated interest rates on investments in Fund A
ranged from 3.9% to 8.875%. Fund B is the Mellon Bank EB Intermediate
Bond Fund comprised of a portfolio of fixed income securities. Fund C is
composed of Quaker State capital stock. Fund D is the Mellon Bank EB
Stock Fund comprised of a diversified portfolio of corporate stocks. In
anticipation of the change in the Plan trustee (Note 9), investments in
Fund B and Fund D were liquidated and held in money market funds at
December 31, 1993. All Company contributions are invested in Fund C;
however, participants may select any one or more of the four funds for
their contributions. Allocations of employee contributions must be in
even multiples of 10%, and until January 1, 1993 not less than 30% of
their total contributions could be invested in any one fund. Prior to
January 1, 1993, three funds were available for investment of
contributions to the Plan. Effective January 1, 1993, the Plan was
amended to combine the existing Fund A and Fund B into a new Fund A. In
addition, a new Fund B and Fund D were established.
An account is maintained for each participant, which is credited with
the participant's contribution and allocation of (a) the Company's
contribution, and (b) plan earnings. Allocations are based on
participant contributions or account balances, as defined by the Plan.
The benefit to which a participant is entitled is the benefit that can
be provided from that participant's account.
Continued
5
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, Continued
____
1. Major Features of the Plan, continued:
---------------------------
Effective April 1, 1993, transfers of presently invested participant
Tax-Deferred Contributions and Thrift Contributions are permitted
pursuant to the Plan provisions.
The Organization and Compensation Committee of the Quaker State Board
of Directors administers the Plan. Reference should be made to the
Prospectus, "Quaker State Corporation Thrift and Stock Purchase Plan
("Prospectus")," for a detailed description of the Plan including
eligibility and vesting (Note 5), employee and Company contributions,
investment options, withdrawals, borrowings by participants and
termination.
2. Summary of Significant Accounting Policies:
-------------------------------------------
Investment Valuation:
---------------------
Investments are carried at value in the accompanying financial
statements. Investments in Quaker State capital stock are valued at
the mean of the highest and lowest selling prices on the last
business day of the period. U. S. government obligations are valued
at the mean of the bid and asked prices on the last business day of
the period. Investments in money market accounts are carried at cost
which approximates market. Money market accounts are invested in a
Mellon Bank temporary investment account.
Other:
------
Purchases and sales/distributions of Quaker State capital stock and
U. S. government obligations are reflected on a trade-date basis.
Gains and losses are based on average cost for Quaker State capital
stock and specific identification for U. S. government obligations.
Dividend income is recorded on the ex-dividend date. Interest income
is recorded as earned.
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation (depreciation) in the fair value of
its investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on U.S. government
obligations and Quaker State capital stock and net appreciation
(depreciation) in the value of the underlying assets in the bond and
equity funds.
Administrative expenses, including trustee, legal, auditing and other
fees, are paid by Quaker State and, therefore, are not expenses of
the Plan.
Continued
6
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, Continued
____
3. Federal Income Taxes:
---------------------
The Internal Revenue Service has determined that the Plan is qualified
and the Trust established under the Plan is tax-exempt, under the
appropriate sections of the Internal Revenue Code. Accordingly, no
provision has been made for federal income taxes. Certain prior and any
subsequent amendments to the Plan are subject to Internal Revenue
Service review and approval. The plan administrator and its legal
counsel do not anticipate that such changes will affect the qualified
and tax-exempt status of the Plan and Trust, respectively.
Thrift Contributions are included in the participant's income in the
year the payroll deductions are made and are not deductible by the
participant for federal income tax purposes. Tax-Deferred Contributions
are not included in the participant's income for federal income tax
purposes and, therefore, are not subject to federal income tax or
withholding at the time of contribution.
Company contributions and earnings reinvested into the various funds are
not taxable to the participant until distribution.
4. Forfeited Company Contributions:
--------------------------------
Prior to July 1, 1992, each Plan Year's Regular Company Contribution
units which had been forfeited in accordance with the applicable
provisions of the Plan were held on an unallocated basis until the last
valuation date preceding the fifth January 1 following the end of such
Plan Year or, if earlier, until reinstated to a participant's account
pursuant to the Plan. At that time, the forfeited units were
reallocated to the then active participants for such Plan Year.
Effective July 1, 1992, the Plan was amended to provide for full vesting
of all accounts for active participants and for all forfeitures which
were unallocated as of June 30, 1992 to be allocated to active
participants of the Plan. As of June 30, 1992 a total of 2,769.51311
Regular Company Contribution units, with a total value at December 31,
1992 of $73,915 were reallocated.
Continued
7
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, Continued
____
5. Vesting and Withdrawal of Units:
--------------------------------
Effective July 1, 1992, all participants who are active employees on
that date are 100% vested in the Regular Company Contributions, and
Regular Company Contributions made on or after July 1, 1992 will be 100%
vested at all times. Prior to July 1, 1992, an active participant was
100% vested in the Regular Company Contribution units after the
participant had completed five years of continuous service; however, the
vesting provisions in effect prior to January 1, 1989 continued to be
used to determine withdrawals. Prior to January 1, 1989, Regular
Company Contribution units vested on the fifth January 1 following the
Plan Year for which such units were credited to a participant's account.
Prior to July 1, 1992, a withdrawal of Thrift Contribution or
Tax-Deferred Contribution units for a Plan Year would result in a
forfeiture of unvested Regular Company Contribution units credited to a
participant's account for such Plan Year.
6. Employee Loans:
---------------
Participants are permitted to borrow against all or a portion of their
Tax-Deferred Contribution and Company Profit-Sharing Contribution units
within prescribed limitations and pursuant to nondiscriminatory rules
established by the Organization and Compensation Committee. Each loan
is to be repaid over a period not to exceed five years unless the
Organization and Compensation Committee approves a longer repayment
period for certain loans related to a participant's primary residence.
The interest rate applied to any loan made on or before October 18, 1989
was determined by the Compensation Committee, at one-half percent above
the Chase Manhattan Bank prime rate, in December of the preceding
calendar year. The interest rate applied to any loan made after
October 18, 1989 is the rate set by the Compensation Committee from
time to time determined by periodically comparing rates at various
banks. Principal and interest payments are generally made through
monthly payroll deductions and are credited to the participant's
individual Plan account(s). Loans totaling $1,004,990 and $1,129,008
were made from the Plan, and repayments, including interest of $148,834
and $148,996, totaling $1,230,546 and $937,429 were received by the
Plan during the years ended December 31, 1993 and 1992, respectively.
Continued
8
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, Continued
____
7. Plan Termination:
-----------------
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
8. Change in Accounting:
---------------------
To comply with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans,"
as of May 1, 1993 (the Guide), the Plan changed its method of accounting
for distributions payable to participants in 1993. Presently, the Plan
includes payments due to participants in net assets available for plan
benefits in accordance with the Guide. The Plan previously presented
such amounts as a liability. The cumulative effect of the change is to
increase net assets available for plan benefits by $670,070 as of
January 1, 1993. Payments due to participants as of December 31, 1993
were $912,734. This methodology differs from that required under the
Employee Retirement Income Act of 1974. Therefore, for the Form 5500,
the Plan includes such distributions payable as a liability of the Plan.
9. Subsequent Event:
-----------------
Effective January 1, 1994, the Plan was amended to appoint PNC Bank as
the new trustee of the Plan. Fund A invests in the PNC Money Market
Portfolio and U.S. Government Obligations, Fund B invests in the PNC
Intermediate Government Portfolio, Fund C in Quaker State Capital Stock,
and Fund D in the PNC Index Equity Portfolio.
9
<PAGE> 14
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
____
<TABLE>
<CAPTION>
Issuer and Description Cost Value
---------------------- ---- -----
<S> <C> <C>
Investments:
Quaker State Corporation capital stock $17,415,798 $15,543,774
U. S. Treasury bonds, par value; $250,000, 8%, due 8/15/01 249,141 272,110
U. S. Treasury notes, par value; $175,000, 7.75%, due 3/31/96 174,573 187,633
U. S. Treasury notes, par value; $170,000, 7.875%, due 6/30/96 169,414 184,822
U. S. Treasury notes, par value; $115,000, 7.25%, due 8/31/96 114,432 122,871
U. S. Treasury notes, par value; $135,000, 7%, due 9/30/96 134,719 143,944
U. S. Treasury notes, par value; $350,000, 6.875%, due 3/31/97 349,051 372,967
U. S. Treasury notes, par value; $125,000, 6.75%, due 5/31/97 125,000 132,813
U. S. Treasury notes, par value; $165,000, 6.375%, due 6/30/97 164,617 173,559
U. S. Treasury notes, par value; $435,000, 6.375%, due 8/15/02 431,055 453,622
U. S. Treasury notes, par value; $75,000, 5.50%, due 9/30/97 74,870 76,664
U. S. Treasury notes, par value; $90,000, 5.75%, due 10/31/97 89,654 92,700
U. S. Treasury notes, par value; $110,000, 6.00%, due 12/31/97 110,000 114,194
U. S. Treasury notes, par value; $150,000 5.625% due 1/31/98 149,774 153,470
U. S. Treasury notes, par value; $500,000, 8.625%, due 8/15/97 492,656 562,500
U. S. Treasury notes, par value; $100,000, 8.875%, due 2/15/94 99,406 100,688
U. S. Treasury notes, par value; $100,000, 8.625%, due 8/15/94 99,537 100,156
U. S. Treasury notes, par value; $50,000, 7.75%, due 2/15/95 49,922 52,156
U. S. Treasury notes, par value; $200,000, 8.50%, due 3/31/94 199,468 202,562
U. S. Treasury notes, par value; $350,000, 8.50%, due 11/15/00 349,945 409,063
U. S. Treasury notes, par value; $50,000, 7.75%, due 2/15/01 48,359 56,875
U. S. Treasury notes, par value; $30,000, 7.50%, due 2/29/96 29,988 31,959
Mellon Bank temporary investment account, 3.90% 2,387,663 2,387,663
Mellon Bank temporary investment account, 3.40% 2,260,737 2,260,737
Participant loans, 8% - 12%, due at various dates -- 1,564,901
----------- -----------
Total $25,769,779 $25,754,403
=========== ===========
</TABLE>
10
<PAGE> 15
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
(Transactions in excess of 5% of plan value)
for the year ended December 31, 1993
____
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Expenses Cost of Transaction Net Gain
Identity of Party Description of Asset Price Price Incurred Assets Date (Loss)
----------------- -------------------- ----- ----- -------- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Quaker State
Corporation Capital stock $2,270,441(a) -- $7,668 $2,270,441 $2,270,441 --
Quaker State
Corporation Capital stock -- $2,652,154(b) -- 3,059,528 2,652,154 $(407,374)
Mellon Bank Temporary investment
account 9,269,207(c) -- -- 9,269,207 9,269,207 --
Mellon Bank Temporary investment
account -- 8,227,076(d) -- 8,227,076 8,227,076 --
Mellon Bank Equity Fund 1,376,751(e) -- -- 1,376,751 1,376,751 --
Mellon Bank Equity Fund -- 1,426,797 -- 1,376,751 1,426,797 50,046
<FN>
(a) Represents a series of 12 transactions, none of which individually exceeded 5% of plan assets.
(b) Represents a series of 30 transactions, none of which individually exceeded 5% of plan assets.
(c) Represents a series of 331 transactions, one of which individually exceeded 5% of plan assets.
(d) Represents a series of 146 transactions, none of which individually exceeded 5% of plan assets.
(e) Represents a series of 6 transactions, none of which individually exceeded 5% of plan assets.
</TABLE>
11
<PAGE> 16
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
____________
Annual Report on Form 11-K
For the Fiscal Year Ended December 31, 1993
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit No. Description of Exhibit
- - ----------- ----------------------
<S> <C>
1 Consent of Independent Accountants.
</TABLE>
12
<PAGE> 1
Exhibit No. 1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in Registration
Statement No. 33-20416 on Form S-8 for the Quaker State Corporation Thrift and
Stock Purchase Plan, filed under the Securities Act of 1933, as amended, and in
the Prospectus used in connection with such Registration Statement, of our
report dated April 27, 1994, on our audits of the financial statements of the
Quaker State Corporation Thrift and Stock Purchase Plan as of December 31, 1993
and 1992 and for the years then ended, which report is included in this Annual
Report on Form 11-K.
We also consent to the reference to our Firm under the caption
"Experts" in the above-mentioned Prospectus.
/s/ Coopers & Lybrand
Pittsburgh, Pennsylvania
June 28, 1994
13
