<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 AND EXCHANGE ACT OF 1934
(FEE REQUIRED)
For the fiscal year ended December 31, 1995.
TRANSITION REPORT PURSUANT TO SECTION 13 OR
[ ] 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(NO FEE REQUIRED)
For the transition period from ____________ to _____________
Commission File Number 1-2677
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
Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
Quaker State Corporation
225 East John Carpenter Freeway
Irving, Texas 75062
(Address of Principal Executive Offices)
(Zip Code)
<PAGE> 2
FINANCIAL STATEMENTS
The Financial Statements and related report, listed below, prepared in
accordance with the financial reporting requirements of ERISA, are furnished
for the Quaker State Corporation 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, 1995
and 1994 of Coopers and Lybrand L.L.P. which appear here and after the
signature page.
ITEM PAGE NO.
---- --------
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1995 and 1994 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a- Schedule of Assets Held for Investment Purposes
as of December 31, 1995 10
Item 27d- Schedule of Reportable Transactions (transactions
in excess of 5% of Plan value) for the year ended
December 31, 1995 11
EXHIBITS
The Exhibit listed below is filed as a part of this Annual Report:
23.1 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
(Registrant)
Date June 28, 1996 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, 1995 and 1994
<PAGE> 5
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
---------
Pages
-----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available
for Benefits for the years ended
December 31, 1995 and 1994 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 10
Item 27d - Schedule of Reportable Transactions
(Transactions in excess of 5% of Plan value)
for the year ended December 31, 1995 11
1
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Organization and Compensation
Committee of 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 (the Plan) as of
December 31, 1995 and 1994, 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, 1995 and
1994, and the changes in net assets available for benefits for the years then
ended in conformity with generally accepted accounting principles.
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 Fund Information in the statements of
net assets available for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information 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.
Coopers & Lybrand L.L.P.
Dallas, Texas
June 14, 1996
2
<PAGE> 7
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995
---------------------------------------------------------------------------------------
Participant
Directed and Participant
Participant Participant Non-Participant Participant Directed
Directed Directed Directed Directed 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 fair value
(Note 2):
Quaker State Corporation capital
stock, 1995: 1,159,139
shares, 1994: 1,109,970
shares (cost: $17,055,646
and $16,411,917,
respectively) - - $14,779,022 - - $14,779,022
U. S. government obligations
(cost: 1995, $3,257,248
1994, $3,307,170) $3,399,924 - - - - 3,399,924
Registered Investment
Companies - $2,247,094 - $4,771,590 - 7,018,684
Money market accounts 2,167,403 - 138,231 - 2,305,634
Employee loans (Note 4) - - - - $1,679,924 1,679,924
---------------------------------------------------------------------------------------
Total investments 5,567,327 2,247,094 14,917,253 4,771,590 1,679,924 29,183,188
Receivables:
Employee contributions 73,020 69,100 135,305 133,226 410,651
Company contributions - - 126,814 - - 126,814
Accrued interest receivable 87,829 17 662 41 - 88,549
---------------------------------------------------------------------------------------
Net assets available
for benefits $5,728,176 $2,316,211 $15,180,034 $4,904,857 $1,679,924 $29,809,202
=======================================================================================
Participating units 855,337 1,998,033 459,498 3,322,152
=============================================================
Unit value $ 6.70 $ 1.16 $ 33.04 $ 1.48
=============================================================
<CAPTION>
1994
---------------------------------------------------------------------------------------
Participant
Directed and Participant
Participant Participant Non-Participant Participant Directed
Directed Directed Directed Directed 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 fair value
(Note 2):
Quaker State Corporation capital
stock, 1995: 1,159,139
shares, 1994: 1,109,970
shares (cost: $17,055,646
and $16,411,917,
respectively) - - $15,539,580 - - $15,539,580
U. S. government obligations
(cost: 1995, $3,257,248
1994, $3,307,170) $ 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 1,320,678 473,678 2,147,705
===========================================================
Unit value $ 6.07 $ 1.02 $ 35.26 $ 1.09
===========================================================
</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, 1995 and 1994
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------
Participant
Directed and Participant
Participant Participant Non-Participant Participant Directed
Directed Directed Directed Directed Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Quaker State
Income Bond Stock Equity Employee
Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ----- -----
<C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 631,521 $ 608,938 $ 1,168,306 $1,053,863 - $ 3,462,628
Company - - 1,371,756 - - 1,371,756
Rollover 2,599,169 - - - - 2,599,169
----------------------------------------------------------------------------------
3,230,690 608,938 2,540,062 1,053,863 - 7,433,553
Income from:
Cash dividends - - 472,153 719,162 - 1,191,315
Interest 399,417 117,798 11,406 621 $ 130,656 659,898
Transfers, net (2,049,390) 364,516 731,313 895,333 58,228 -
Net appreciation(depreciation)
of investments 179,055 124,956 (1,577,609) 472,483 - (801,115)
----------------------------------------------------------------------------------
Total Additions 1,759,772 1,216,208 2,177,325 3,141,462 188,884 8,483,651
Less distributions to withdrawing
participants, at unit value 1,068,489 241,689 3,701,234 583,479 - 5,594,891
----------------------------------------------------------------------------------
Net Change 691,283 974,519 (1,523,909) 2,557,983 188,884 2,888,760
Net assets available for benefits,
beginning of year 5,036,893 1,341,692 16,703,943 2,346,874 1,491,040 26,920,442
----------------------------------------------------------------------------------
Net assets available for benefits,
end of year $ 5,728,176 $2,316,211 $15,180,034 $4,904,857 $1,679,924 $29,809,202
=================================================================================
<CAPTION>
1994
---------------------------------------------------------------------------------
Participant
Directed and Participant
Participant Participant Non-Participant Participant Directed
Directed Directed Directed Directed Loan
Fund A Fund B Fund C Fund D Account
------ ------ ------ ------ -------
Quaker State
Income Bond Stock Equity Employee
Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ----- -----
<C> <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
Rollover - - - - -
---------------------------------------------------------------------------------
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
---------------------------------------------------------------------------------
Total Additions 62,081 745,037 4,265,948 1,134,388 (73,861) 6,133,593
Less distributions to withdrawing
participants, at unit value 1,528,981 172,251 3,305,514 416,304 - 5,423,050
---------------------------------------------------------------------------------
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>
4
<PAGE> 9
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
___________
1. MAJOR FEATURES OF THE PLAN:
General
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). The
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 of the Plan.
Contributions
Under the Plan, participants may elect to make contributions on a
tax-deferred basis in the form of a salary reduction (Tax-Deferred
Contributions) up to the lesser of 12% of their compensation or $9,500
(as adjusted annually by the Internal Revenue Service). 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 annually 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.
Investment Options
Four funds are available for investment of contributions to the Plan.
Fund A, the Income Fund, is composed of PNC Money Market funds and bonds
or other obligations issued by the U.S. Government. At December 31,
1995, 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, and is comprised of a portfolio of fixed
income securities. Fund C, the Quaker State Stock Fund, 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. 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 no less than 10% of their total contributions
can be invested in any one fund. Participant-directed and
nonparticipant-directed funds included in Fund C at December 31, 1995
were as follows:
<TABLE>
<CAPTION>
Units Dollars
------- ----------
<S> <C> <C>
Participant-directed 214,225 $7,077,157
Non-participant directed 245,273 $8,102,877
</TABLE>
Continued
5
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS, Continued
_____________
1. MAJOR FEATURES OF THE PLAN, continued:
All Plan funds contain investments in portfolios managed by PNC Bank,
N.A. PNC Bank, N.A. (PNC) is the trustee as defined by the Plan and,
therefore, transactions in investments managed by PNC qualify as
party-in-interest transactions. Investments in Fund C represent shares
of Quaker State capital stock, and, therefore, transactions within Fund C
also qualify as party-in-interest transactions.
Vesting
Participants are fully vested in their contributions plus actual earnings
thereon. Participants are also fully vested in Regular Company
Contributions and Company Profit Sharing Contributions.
Participant Accounts and Benefit Payments
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
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.
Registered investment companies are valued at market determined by quoted
market prices. Participant loans receivable are valued at cost which
approximates market.
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 increase (decrease) in the value of
the Plan's interest in the bond and equity funds.
Continued
6
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS, Continued
___________
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
Administrative expenses, including trustee, legal, auditing and other
fees, are paid by Quaker State and, therefore, are not expenses of the
Plan.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets at
the date of the financial statements and amounts included as changes in
net assets during the reporting period. Actual amounts could differ from
those estimates.
3. FEDERAL INCOME TAXES:
The Internal Revenue Service has determined and most recently informed
the Plan by letter dated March 22, 1996, 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 Compensation Committee. Loan transactions are treated
as a transfer to (from) the applicable investment fund from (to) the
Employee Loan Account. Each loan is to be repaid over a period not to
exceed five years unless the Compensation Committee approves a longer
repayment period for certain loans related to a participant's primary
residence.
The interest rate applied to a current loan 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 $1,177,835 and
$873,726 were made from the Plan, and repayments, including interest of
$130,656 and $121,763, totaling $1,119,607 and $1,069,350 were received
by the Plan during the years ended December 31, 1995 and 1994,
respectively.
Continued
7
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS, Continued
_____________
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.
6. MERGER OF SUBSIDIARY PLAN:
Effective January 1, 1995, the Plan was amended to merge the SOC/West
Profit Sharing Plan ("Specialty Plan") into the Quaker State Corporation
Thrift and Stock Purchase Plan. Assets in the amount of $2,599,169 were
transferred on January 3, 1995 to the Quaker State Corporation Thrift and
Stock Purchase Plan and are reflected as a rollover contribution in the
statement of changes in net assets available.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The Form 5500 has not yet been filed; however, the treatment of payments
due to participants is the only anticipated difference between the
Statements of Net Assets and Changes in Net Assets and the Form 5500.
The following is a reconciliation of net assets available for benefits
per the financial statements to amounts anticipated to be reported in the
Form 5500.
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Net assets available for benefits per the financial
statements $29,809,202 $26,920,442
Amounts allocated to withdrawing participants (927,788) (419,449)
----------- -----------
Net assets available for benefits per the Form 5500 $28,881,414 $26,500,993
=========== ===========
</TABLE>
Continued
8
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS, Continued
_____________
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500, continued
The following is a reconciliation of benefits paid to participants
per the financial statements to amounts anticipated to be reported
in the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Benefits paid to participants per the financial statements $ 5,594,891
Add: Amounts allocated to withdrawing participants at
December 31, 1995 927,788
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (419,449)
----------------
Benefits paid to participants per the Form 5500 $ 6,103,230
================
</TABLE>
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for benefit claims that have been processed and approved
for payment prior to December 31 but not yet paid as of that date.
8. INVESTMENTS:
The Plan's investments are held in a bank-administered trust fund.
Investments that represent 5 percent or more of the Plan's net
assets are:
<TABLE>
<CAPTION>
FUNDS 1995 1994
----- ---- ----
<S> <C> <C>
PNC Money Market $ 2,305,634 $ 1,781,612
PNC Intermediate Government Portfolio 2,247,094 1,284,125
Quaker State Corporation Stock 14,779,022 15,539,580
PNC Index Equity Portfolio 4,771,590 2,261,721
Participant Loans 1,679,924 1,491,040
</TABLE>
9. UNITS AND UNIT VALUES:
The total number of units and net asset value per unit during the
year were as follows:
<TABLE>
<CAPTION>
Fund A Fund B Fund C Fund D
----------------- ------------------ ---------------- ------------------
Unit Unit Unit Unit
Units Value Units Value Units Value Units Value
------- -------- --------- ------ ------- ------- --------- -------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
March 31, 1995 937,636 $6.27 1,784,916 $1.06 487,772 $34.62 3,052,021 $1.18
June 30, 1995 918,059 $6.46 1,838,207 $1.10 475,820 $38.29 3,210,082 $1.29
September 30, 1995 893,040 $6.54 1,926,926 $1.12 470,603 $37.26 3,288,261 $1.39
December 31, 1995 855,337 $6.70 1,998,033 $1.16 459,498 $33.04 3,322,152 $1.48
</TABLE>
9
<PAGE> 14
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
<TABLE>
<CAPTION>
Cost Value
Investments: ---- -----
<S> <C> <C>
Quaker State Corporation capital stock $ 17,055,646 $ 14,779,022
U. S. Treasury Bond, par value; $ 250,000, 8%, due 8/15/01 249,142 253,672
U. S. Treasury Bond, per value; $ 30,000, 7.5%, due 2/29/96 29,988 30,108
U. S. Treasury notes, par value; $ 175,000, 7.75%, due 3/31/96 174,573 176,010
U. S. Treasury notes, par value; $ 170,000, 7.875%, due 6/30/96 169,414 172,125
U. S. Treasury notes, par value; $ 115,000, 7.25%, due 8/31/96 114,432 116,402
U. S. Treasury notes, par value; $ 135,000, 7.0%, due 9/30/96 134,719 136,666
U. S. Treasury notes, par value; $ 350,000, 6.875%, due 3/31/97 349,052 356,892
U. S. Treasury notes, par value; $ 125,000, 6.75%, due 5/31/97 125,000 127,578
U. S. Treasury notes, par value; $ 165,000, 6.375%, due 6/30/97 164,617 167,732
U. S. Treasury notes, par value; $ 435,000, 6.375%, due 8/15/02 431,055 456,137
U. S. Treasury notes, par value; $ 75,000, 5.50%, due 9/30/97 74,870 75,387
U. S. Treasury notes, par value; $ 90,000, 5.75%, due 10/31/97 89,654 90,872
U. S. Treasury notes, par value; $ 110,000, 6.0%, due 12/31/97 110,000 111,702
U. S. Treasury notes, par value; $ 150,000, 5.625%, due 1/31/98 149,774 151,242
U. S. Treasury notes, par value; $ 500,000, 8.625%, due 8/15/97 492,656 526,250
U. S. Treasury notes, par value; $ 350,000, 8.5%, due 11/15/00 349,945 395,938
U. S. Treasury notes, par value; $ 50,000, 7.75%, due 2/15/01 48,359 55,211
PNC Bank Money Market Account, 5.6% 2,305,635 2,305,634
Registered Investment Companies - PNC Fund, Index Equity Portfolio 4,447,233 4,771,590
Registered Investment Company - PNC Fund, Intermediate Government Portfolio 2,201,495 2,247,094
Participant loans, 8% - 12%, due at various dates - 1,679,924
----------------------------------
$ 29,267,259 $ 29,183,188
==================================
</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, 1995
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain Number of
Identity of Party Description of Asset Price Price Asset Date (Loss) Transactions
- ----------------- ------------------------------- ----------- ----------- ---------- ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Quaker State Corporation Capital Stock $ 4,470,166 - $4,470,166 $ 4,470,166 - 27
Quaker State Corporation Capital Stock - $ 3,824,589 3,827,174 3,824,589 $ 2,585) 502
PNC Money Market Account 15,942,913 - 15,942,913 15,942,913 - 220
PNC Money Market Account 15,418,890 15,418,890 15,418,890 - 179
PNC Registered Investment Companies 4,095,884 - 4,095,884 4,095,884 - 104
PNC Registered Investment Companies 1,220,483 1,130,076 1,220,483 90,407 68
</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, 1995
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
23.1 Consent of Independent Accountants,
filed herewith.
12
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No.
333-06291 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 June
14, 1996, on our audits of the financial statements of the Quaker State
Corporation Thrift and Stock Purchase Plan as of December 31, 1995 and 1994 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.
Dallas, Texas
June 28, 1996
13
