<PAGE> 1
As filed with the Securities and Exchange Commission on May 12, 1994
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----
QUAKER STATE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 25-0742820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
255 ELM STREET
OIL CITY, PENNSYLVANIA 16301
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
-----
GERALD W. CALLAHAN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
QUAKER STATE CORPORATION
255 ELM STREET
OIL CITY, PENNSYLVANIA 16301
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (814) 676-7780
-----
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock,
par value $1.00
per share........ 1,250,000 shares $13.625 $17,031,250 $5872.84
=========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rules 457(h) and (c), the proposed maximum aggregate
offering price for shares which may be issued under the Plan but are not
subject to outstanding stock options is based on the average of the high and
low sales prices as shown by the NYSE Composite-Transactions Listing in The
Wall Street Journal for the Capital Stock on May 10, 1994.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the registrant with the Securities and
Exchange Commission (File No. 1-2677) are incorporated by reference in this
registration statement:
(a) The registrant's latest annual report on Form 10-K filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act");
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year
covered by the annual report on Form 10-K referred to above;
(c) The description of the registrant's Capital Stock contained
in the registrant's current report on Form 8-K, filed September 5,
1989, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents, except that the information
included in any document in response to paragraphs (i), (k) or (l) of Item 402
of Regulation S-K is not incorporated by reference in this registration
statement.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this registration statement modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party, or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
II-1
<PAGE> 3
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person's conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea' of NOLO CONTENDERE or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.
Section 145 of the Delaware General Corporation Law also provides that
a corporation shall have power to indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Under Section 145, any such indemnification (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because such person has met the
applicable standard of conduct. Such determination shall be made (l) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion or (3) by the
stockholders.
Notwithstanding the above, Section 145 provides that to the extent that
a director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 145 further provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the board of directors deems appropriate.
II-2
<PAGE> 4
Finally, Section 145 provides that the indemnification and advancement
of expenses provided by or granted pursuant to Section 145 shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office, and shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and inure to the benefit of the heirs, executors and
administrators of such a person.
Former Section 56 of the By-Laws of the registrant provides that the
Directors and officers of the registrant shall be indemnified as of right to
the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether brought by or in the name of the corporation or
otherwise) arising out of their service to the registrant or to another
organization at the request of the registrant. Former Section 56 of the By-
Laws applies to all such actions, suits or proceedings commenced prior to May
14, 1987.
Article Sixteenth of the registrant's Certificate of Incorporation (the
"Indemnification Article") provides that Directors and officers of the
registrant shall be indemnified except as prohibited by law against reasonable
expenses and any liability paid or incurred by such person in connection with
any actual or threatened claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, whether brought by or in the
right of the registrant or otherwise, in which such person may be involved by
reason of such person being or having been a Director or officer of the
registrant or by reason of the fact that such person is or was serving at the
request of the registrant as a director, officer, employee, fiduciary or other
representative of another corporation or other entity. The Indemnification
Article applies to all such actions, suits or proceedings commenced after May
13, 1987.
The registrant has also entered into Indemnification and Insurance
Agreements with each of its Directors and from time to time may enter into
such Agreements with certain officers, employees or other persons designated
by the registrant's Board of Directors. Under each of such Agreements, the
individual party to the Agreement is indemnified for all expenses and
liability (including amounts paid in settlement) in any proceeding against him
unless it shall be determined under a procedure established in such Agreements
that such party knew that his conduct was clearly opposed to the best
interests of the registrant.
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under the
provisions of Section 145.
The Indemnification Article provides that the registrant may purchase
and maintain insurance to protect itself and any Director, officer or other
person entitled to indemnification under the Indemnification Article against
any expenses or liability incurred by such person in connection with any
claim, action, suit of proceeding in which such person may be involved by
reason of the service of such person to the registrant or to another
organization at the request of the registrant whether or not the registrant
would have the power to indemnify such person against such liability by law or
under the provisions of the Indemnification Article.
The registrant maintains director and officer liability insurance
covering its Directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, which they may incur in
connection with their serving as such. Under this insurance, the insurer will
pay all amounts which the registrant's Directors and officers become legally
obligated to pay and for which they are legally entitled to
II-3
<PAGE> 5
indemnification from the registrant, and the Directors and officers have
coverage against certain liabilities for which they may not be entitled to
indemnification from the registrant. Each Indemnification and Insurance
Agreement provides that if the registrant does not maintain in effect the
director and officer liability insurance in effect at the time the
Indemnification and Insurance Agreement was entered into, the registrant will
make payment to the Director to the fullest extent of the coverage that would
otherwise have been provided by the insurance for the benefit of the Director
had the insurance been maintained.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page II-7.
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
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 (the "1933 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 (1)(i) and (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 Securities Exchange Act of 1934 (the "1934 Act") that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the 1933 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; and
(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.
II-4
<PAGE> 6
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(H) FILING OF REGISTRATION STATEMENT OF FORM S-8.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such 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 such Act and will be governed by the final adjudication
of such issue.
II-5
<PAGE> 7
SIGNATURES
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 OIL CITY, PENNSYLVANIA, ON THE 12TH DAY OF MAY,
1994.
QUAKER STATE CORPORATION
By /s/ HERBERT M. BAUM
-------------------------
HERBERT M. BAUM,
CHAIRMAN OF THE bOARD
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>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C> <C>
/s/ Herbert M. Baum Chairman of the Board and
--------------------------
Herbert M. Baum Chief Executive Officer May 12, 1994
and Director
/s/ R. Scott Keefer Vice President, Finance
--------------------------
R. Scott Keefer (Principal Financial May 12, 1994
Officer)
/s/ David A. Hogue Controller (Principal
--------------------------
David A. Hogue Accounting Officer) May 12, 1994
</TABLE>
Leonard M. Carroll
Conrad A. Conrad
Laurel Cutler
Homer M. Ellenburg
C. Fred Fetterolf
Thomas A. Gardner
H. Bryce Jordan
W. Craig McClelland
Delbert J. McQuaide
Raymond A. Ross, Jr.
By /s/ Gerald W. Callahan
--------------------------
Gerald W. Callahan,
Attorney-In-Fact May 12, 1994
II-6
<PAGE> 8
QUAKER STATE CORPORATION
1994 STOCK INCENTIVE PLAN
-----
REGISTRATION STATEMENT ON FORM S-8
-----
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION AND METHOD OF FILING
------- --------------------------------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(a) to the
registrant's annual report on Form 10-K for the fiscal year ended December 31,1987
and incorporated herein by reference.
4.2 Credit Agreement, dated as of March 31, 1992, by and among the registrant, certain Banks
and Pittsburgh National Bank, as Agent for the Banks (the "Credit Agreement"),
filed as Exhibit 19 to the registrant's quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 1992 and incorporated herein by reference.
4.3 Amendment No. 1 to the Credit Agreement, dated as of September 30, 1992, filed as
Exhibit 4(b) to the registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1992 and incorporated herein by reference.
4.4 Amendment No. 2 to the Credit Agreement, dated as of August 16, 1993, filed as
Exhibit 4(c) to the registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1993 and incorporated herein by reference.
4.5 Composite Note Agreement, dated as of September 1, 1992, between the registrant and
certain insurance companies, with respect to $50,000,000 8.73% Senior Notes due
September 30, 2002 (the "Note Agreement"), filed as Exhibit 4 to the registrant's quarterly
report on Form 10-Q for the fiscal quarter ended September 30, 1992 and incorporated
herein by reference.
4.6 First Amendment to Note Agreements, dated as of December 31, 1992, filed as Exhibit 4(d)
to the registrant's annual report on Form 10-K for the fiscal year ended December 31, 1992
and incorporated herein by reference.
5.1 Opinion of Reed Smith Shaw & McClay as to the legality of the shares of Capital Stock
being registered, filed herewith.
23.1 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.1 filed herewith).
23.2 Consent of Coopers & Lybrand, filed herewith.
24.1 Powers of Attorney, filed herewith.
</TABLE>
II-7
<PAGE> 1
Exhibit 5.1
(412) 288-3196 May 12, 1994
Quaker State Corporation
255 Elm Street
Oil City, PA 16301
Re: Registration Statement on Form S-8 for the
1994 Stock Incentive Plan
------------------------------------------
Gentlemen:
We have acted as counsel to Quaker State Corporation, a
Delaware corporation (the "Corporation"), in connection with the
above-captioned Registration Statement (the "Registration Statement")
covering 1,250,000 shares of Capital Stock, par value $1.00 per share,
of the Corporation (the "Capital Stock") which may be issued or
delivered under the Corporation's 1994 Stock Incentive Plan (the
"Plan"). The Plan provides that either authorized but unissued or
treasury shares of Capital Stock may be issued or delivered under the
Plan. In rendering our opinion below, we have assumed that any
previously issued shares reacquired by the Corporation and delivered
under the Plan will have been duly authorized, validly issued and
fully paid at the time of their original issuance.
In connection with this opinion, we have examined, among
other things:
(1) resolutions adopted by the Board of Directors of the
Corporation on December 16, 1993 adopting the Plan, authorizing the
issuance of 1,250,000 shares of Capital Stock thereunder and
reserving 1,250,000 shares of Capital Stock for such purpose, such
number of shares to be subject to adjustment or substitution in
certain events as provided in Section 7 of the Plan;
(2) resolutions adopted by the Board of Directors of the
Corporation on February 24, 1994 amending the Plan and authorizing
such other amendments to the Plan, if any, as Gerald W. Callahan,
General Counsel of the Corporation, shall approve as being necessary
or desirable under Section 162(m) of the Internal Revenue Code of
1986 (the "Code") and the regulations thereunder;
(3) the amendments to the Plan approved by Gerald W. Callahan
as being necessary or desirable under Section 162(m) of the Code and
the regulations thereunder;
(4) minutes of meetings of the Organization and Compensation
Committee of the Board of Directors of the Corporation held on
December 16, 1993, February 24, 1994 and March 23, 1994 at which
action was taken in regard to the Plan;
(5) the Plan, as currently in effect;
(6) the Composite Certificate of Incorporation of the
Corporation; and
(7) the By-Laws of the Corporation, as currently in effect.
We also acted as counsel to the Corporation in connection
with the preparation of the Proxy Statement for the Annual Meeting of
Stockholders of the Corporation held on the date hereof at which
approval of the adoption of the Plan was submitted to the
Corporation's stockholders. The Plan was attached to the Proxy
Statement as an exhibit and was described
<PAGE> 2
Quaker State Corporation -2- May 12, 1994
in the Proxy Statement. A representative of this firm attended the
Annual Meeting and examined the report of the Judges of Election
which indicated that the adoption of the Plan was approved by the
Corporation's stockholders.
Based upon the foregoing and upon an examination of such
other documents, corporate proceedings, statutes, decisions and
questions of law as we considered necessary in order to enable us to
furnish this opinion, and subject to the assumption set forth above,
we are pleased to advise you that in our opinion the 1,250,000 shares
of Capital Stock being registered and which may be issued by the
Corporation under the Plan have been duly authorized, and upon such
issuance in accordance with the provisions of the Plan such shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the use of our name
under the caption "Legal Opinion" in the Section 10(a) Prospectus
used in connection with the Plan and the Registration Statement.
Yours truly,
/s/ Reed Smith Shaw & McClay
REED SMITH SHAW & McCLAY
cc: Gerald W. Callahan,
Vice President, General Counsel
and Secretary
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference of our
reports, dated January 25, 1994, on our audits of the consolidated
financial statements and financial statement schedules of Quaker
State Corporation and Subsidiaries as of December 31, 1993 and 1992,
and for the three years in the period ended December 31, 1993, which
reports are incorporated by reference or included in the annual
report on Form 10-K of Quaker State Corporation for the year ended
December 31, 1993, in the registration statement on Form S-8 of
Quaker State Corporation covering 1,250,000 shares of Capital Stock,
par value $1.00 per share, of Quaker State Corporation which may be
issued under the 1994 Stock Incentive Plan of Quaker State
Corporation, and in the Section 10(a) prospectus used in connection
with such registration statement.
We also consent to the reference to our firm under the
caption "Experts" in such prospectus insofar as our reports, dated
January 25, 1994, are concerned.
/s/ Coopers & Lybrand
COOPERS & LYBRAND
Pittsburgh, Pennsylvania
May 12, 1994
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue thereof.
May 12, 1994 /s/ Leonard M. Carroll
---------------------------
Leonard M. Carroll
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Conrad A. Conrad
---------------------------
Conrad A. Conrad
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Laurel Cutler
---------------------------
Laurel Cutler
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Homer M. Ellenburg
---------------------------
Homer M. Ellenburg
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ C. Fred Fetterolf
---------------------------
C. Fred Fetterolf
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Thomas A. Gardner
---------------------------
Thomas A. Gardner
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ H. Bryce Jordan
---------------------------
H. Bryce Jordan
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ W. Craig McClelland
---------------------------
W. Craig McClelland
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Delbert J. McQuaide
---------------------------
Delbert J. McQuaide
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Herbert M. Baum and Gerald W. Callahan, and
each of them, the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead, in any
and all capacities, to sign the Registration Statement on Form S-8
relating to 1,250,000 shares of Capital Stock, par value $1.00 per
share, of Quaker State Corporation which may be issued under the 1994
Stock Incentive Plan of Quaker State Corporation, and any and all
amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
May 12, 1994 /s/ Raymond A. Ross, Jr.
---------------------------
Raymond A. Ross, Jr.
