<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, 1994
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 No. 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 the Report on Audits of Financial Statements and
Supplemental Schedules for the years ended December 31, 1994 and 1993 of
Coopers and Lybrand L.L.P. which appears here and after the signature page.
<TABLE>
<CAPTION>
Item Page No.
- ---- --------
<S> <C>
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1994 and 1993 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1994 and 1993 4
Notes to Financial Statements 5-8
Supplemental Schedules:
Item 27a--Schedule of Assets held for Investment Purposes
as of December 31, 1994 9
Item 27d--Schedule of Reportable Transactions (transactions
in excess of 5% of Plan value) for the year ended
December 31, 1994 10
</TABLE>
Exhibit
- -------
The Exhibit listed below is filed as a part of this Annual Report:
1. Consent of Coopers and Lybrand L.L.P.
<PAGE> 3
SIGNATURE
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
Date: June 21, 1995 By: /s/ THOMAS A. GARDNER
----------------- -------------------------------
Thomas A. Gardner
Chairman of the Organization
and Compensation Committee
<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, 1994 and 1993
<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, 1994 and 1993 3
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1994 and 1993 4
Notes to Financial Statements 5-8
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 9
Item 27d - Schedule of Reportable Transactions
(transactions in excess of 5% of plan value)
for the year ended December 31, 1994 10
</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, 1994
and 1993, 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, 1994 and
1993, 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 6 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 L.L.P.
Pittsburgh, Pennsylvania
May 29, 1995
2
<PAGE> 7
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994
-------------------------------------------------------------------------------------------
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, 1994: 1,109,970
shares, 1993: 1,173,115
shares (cost $16,411,917
and $17,415,798 respectively) - - $15,539,580 - - $15,539,580
U.S. government obligations
(cost: 1994, $3,307,170;
1993, $3,705,581) $3,270,869 - - - - 3,270,869
Registered Investment
Companies - $1,284,125 - $2,261,721 - 3,545,846
Money market accounts 1,642,451 - 139,161 - - 1,781,612
Employee loans (Note 4) - - - - $1,491,040 1,491,040
---------------------------------------------------------------------------------------------
Total investments 4,913,320 1,284,125 15,678,741 2,261,721 1,491,040 25,628,947
Receivables:
Employee contributions 37,180 57,550 89,108 85,128 268,966
Company contributions - - 935,453 - - 935,453
Accrued interest receivable 86,393 17 641 25 - 87,076
---------------------------------------------------------------------------------------------
Net assets available
for benefits $5,036,893 $1,341,692 $16,703,943 $2,346,874 $1,491,040 $26,920,442
=============================================================================================
Participating units 829,903.20985 1,320,678.37391 473,677.98198 2,147,704.90096
==================================================================
Unit value $6.06925 $1.01591 $35.26434 $1.09274
==================================================================
</TABLE>
<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, 1994: 1,109,970
shares, 1993: 1,173,115
shares (cost $16,411,917
and $17,415,798 respectively) - - $15,543,774 - - $15,543,774
U.S. government obligations
(cost: 1994, $3,307,170;
1993, $3,705,581) $3,997,328 - - - - 3,997,328
Registered Investment
Companies - - - - - -
Money market accounts 2,387,663 $ 702,000 30,547 $1,528,190 - 4,648,400
Employee loans (Note 4) - - - - $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
---------------------------------------------------------------------------------------------
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>
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, 1994 and 1993
<TABLE>
<CAPTION>
1994
------------------------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Income Bond Quaker State Equity Employee
Fund Fund Stock Fund Fund Loans Total
---- ---- ---------- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 354,525 $ 574,109 $ 829,090 $ 861,926 -- $ 2,619,650
Company -- -- 1,893,531 -- -- 1,893,531
-------------------------------------------------------------------------------------------
354,525 574,109 2,722,621 861,926 -- 4,513,181
Income from:
Cash dividends -- -- 452,378 87,491 -- 539,869
Interest 333,113 63,209 4,038 1,097 121,763 523,220
Transfers, net (299,097) 198,400 45,501 250,820 (195,624) --
Net appreciation (depreciation)
of investments (326,460) (90,681) 1,041,410 (66,946) -- 557,323
-------------------------------------------------------------------------------------------
62,081 745,037 4,265,948 1,134,388 (73,861) 6,133,593
Less distributions to withdrawing
participants, at value 1,528,981 172,251 3,305,514 416,304 -- 5,423,050
-------------------------------------------------------------------------------------------
Net change before cumulative
effect of accounting change (1,466,900) 572,786 960,434 718,084 (73,861) 710,543
Cumulative effect of
accounting change (Note 6) -- -- -- -- -- --
-------------------------------------------------------------------------------------------
Net change (1,466,900) 572,786 960,434 718,084 (73,861) 710,543
Net assets available for benefits,
beginning of year 6,503,793 768,906 15,743,509 1,628,790 1,564,901 26,209,899
-------------------------------------------------------------------------------------------
Net assets available for benefits,
end of year $5,036,893 $1,341,692 $16,703,943 $2,346,874 $1,491,040 $26,920,442
===========================================================================================
</TABLE>
<TABLE>
<CAPTION>
1993
------------------------------------------------------------------------------------------
Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Income Bond Quaker State Equity Employee
Fund Fund Stock 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 6) 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>
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 12%
of their compensation or $9,240. The $9,240 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 12% of the participant's
compensation. For contribution purposes, not more than $150,000 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.
In 1994, Profit-Sharing Contributions were $854,311. Participants are
100% vested in Regular Company Contributions and Company Profit
Sharing Contributions.
Four funds are available for investment of contributions to the
Plan. Fund A is the PNC Money Market Portfolio and bonds or other
obligations issued by the U.S. government. At December 31, 1994,
stated interest rates on investments in Fund A ranged from 5.5% to
8.625%. Fund B is the PNC Intermediate Government Portfolio, a
registered investment company, comprised of a portfolio of fixed income
securities. Fund C is composed of Quaker State capital stock. Fund D
is the PNC Index Equity Portfolio, a registered investment company,
comprised of a diversified portfolio of corporate stocks. Effective
January 1, 1994, the Plan was amended to appoint PNC Bank Corp. as the
new trustee of the Plan. In anticipation of the change in the Plan
trustee, 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%.
Continued
5
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, Continued
--------
1. MAJOR FEATURES OF THE PLAN, continued:
--------------------------
An account is maintained for each participant, which is credited with
the participant's contribution and an 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.
Effective April 1, 1993, transfers of 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, employee and Company contributions,
investment options, withdrawals, borrowings by participants and
termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
INVESTMENT VALUATION:
--------------------
Investments are carried at fair 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 ask 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 PNC
Money Market Portfolio. Registered investment companies are valued at
market determined by quoted market prices.
OTHER:
-----
Purchases and sales/distributions of securities 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 Statements 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 increase (decrease) in the
value of the Plan's interest 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. 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 Organization and 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
Organization and 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 $873,726 and $1,004,990 were made from the
Plan, and repayments, including interest of $121,763 and $148,834,
totaling $1,069,350 and $1,230,546 were received by the Plan during
the years ended December 31, 1994 and 1993, respectively.
5. 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.
Continued
7
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, Continued
---------------
6. CHANGE IN ACCOUNTING:
--------------------
To comply with the American Institute of Certified Public Accountants
revised Audit and Accounting Guide "Audits of Employee Benefit Plans"
(the Guide), as of May 1, 1993, 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, 1994 and 1993 were $419,449 and
$912,734. This methodology differs from that required under the
Employee Retirement Income Security Act of 1974. Therefore, for the
I.R.S. Form 5500, the Plan includes such distributions payable as a
liability of the Plan.
7. SUBSEQUENT EVENT:
----------------
Effective January 1, 1995, the Plan was amended to merge the
SOC/West Profit Sharing Plan with the Quaker State Thrift and Stock
Purchase Plan. To the extent not otherwise provided in the Plan, the
benefits, rights, and features of the SOC/West Profit Sharing Plan
shall be protected and provided to the extent required by applicable
law. Assets in the amount of $2,599,169 were transferred on
January 3, 1995 to the Quaker State Thrift and Stock Purchase Plan.
8
<PAGE> 13
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<TABLE>
<CAPTION>
Issuer and Description Cost Value
---------------------- ---- -----
<S> <C> <C>
Investments:
Quaker State Corporation capital stock $ 16,411,917 $ 15,539,580
U. S. Treasury Bond, par value; $ 250,000, 8%, due 8/15/01 249,141 250,390
U. S. Treasury notes, par value; $ 175,000, 7.75%, due 3/31/96 174,573 175,602
U. S. Treasury notes, par value; $ 170,000, 7.875%, due 6/30/96 169,414 170,797
U. S. Treasury notes, par value; $ 115,000, 7.25%, due 8/31/96 114,432 114,335
U. S. Treasury notes, par value; $ 135,000, 7.0%, due 9/30/96 134,719 133,650
U. S. Treasury notes, par value; $ 350,000, 6.875%, due 3/31/97 349,052 343,655
U. S. Treasury notes, par value; $ 125,000, 6.75%, due 5/31/97 125,000 122,208
U. S. Treasury notes, par value; $ 165,000, 6.375%, due 6/30/97 164,617 159,921
U. S. Treasury notes, par value; $ 435,000, 6.375%, due 8/15/02 431,055 398,295
U. S. Treasury notes, par value; $ 75,000, 5.50%, due 9/30/97 74,870 70,793
U. S. Treasury notes, par value; $ 90,000, 5.75%, due 10/31/97 89,654 85,317
U. S. Treasury notes, par value; $ 110,000, 6.0%, due 12/31/97 110,000 104,809
U. S. Treasury notes, par value; $ 150,000, 5.625%, due 1/31/98 149,774 140,906
U. S. Treasury notes, par value; $ 500,000, 8.625%, due 8/15/97 492,656 509,455
U. S. Treasury notes, par value; $ 50,000, 7.75%, due 2/15/95 49,922 50,133
U. S. Treasury notes, par value; $ 350,000, 8.5%, due 11/15/00 349,945 360,773
U. S. Treasury notes, par value; $ 50,000, 7.75%, due 2/15/01 48,359 49,797
U. S. Treasury notes, par value; $ 30,000, 7.50%, due 2/29/96 29,988 30,033
PNC Bank Money Market Account, 5.6% 1,781,612 1,781,612
Registered Investment Company - PNC Fund, Index Equity Portfolio 2,319,992 2,261,721
Registered Investment Company - PNC Fund, Intermediate Government 1,362,964 1,284,125
Portfolio
Participant loans, 8% - 12%, due at various dates - 1,491,040
---------------------------------
$ 25,183,656 $ 25,628,947
=================================
</TABLE>
9
<PAGE> 14
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, 1994
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Description of Asset Price Price Asset Date (Loss)
- ----------------- -------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Quaker State Corporation Capital Stock $2,231,405 (a) -- $2,231,405 $2,231,405 --
Quaker State Corporation Capital Stock -- $3,309,287 (b) 3,091,310 3,309,287 $217,977
PNC Money Market Account 11,130,824 (c) -- 11,130,824 11,130,824 --
PNC Money Market Account -- 9,349,212 (d) 9,349,212 9,349,212 --
PNC US Treasury Notes 4,617,853 (e) -- 4,617,853 4,617,853 --
PNC US Treasury Notes -- 4,617,853 (e) 4,617,853 4,617,853 --
PNC Registered Investment
Companies 4,475,348 (f) -- 4,475,348 4,475,348 --
PNC Registered Investment
Companies -- 771,875 (g) 792,383 771,875 (20,508)
<FN>
(a)- Represents a series of 22 transactions, none of which individually
exceeds 5% of Plan assets.
(b)- Represents a series of 279 transactions, none of which individually
exceeds 5% of Plan assets.
(c)- Represents a series of 181 transactions, two of which individually
exceed 5% of Plan assets.
(d)- Represents a series of 153 transactions, one of which individually
exceeds 5% of Plan assets.
(e)- Represents a series of 3 transactions, two of which individually
exceed 5% of Plan assets.
(f)- Represents a series of 81 transactions, one of which individually
exceeds 5% of Plan assets.
(g)- Represents a series of 57 transactions, none of which individually
exceeds 5% of Plan assets.
</TABLE>
10
<PAGE> 15
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
-----
Annual Report on Form 11-K
for the fiscal year ended December 31, 1994
EXHIBIT INDEX
Sequential
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
1 Consent of Independent Accountants, 12
filed herewith.
11
<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
May 29, 1995, on our audits of the financial statements of the Quaker State
Corporation Thrift and Stock Purchase Plan as of December 31, 1994 and 1993 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 L.L.P.
Pittsburgh, Pennsylvania
June 27, 1995
12
