QUAKER STATE CORP
8-K, 1996-06-27
PETROLEUM REFINING
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                     SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC  20549

                                -------------

                                  FORM 8-K

                               CURRENT REPORT


                   Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                      
       Date of Report (Date of earliest event reported): June 13, 1996



                          Quaker State Corporation
           (Exact name of registrant as specified in its charter)

Delaware                         1-2677                        25-074820
- -----------------     -------------------------------     ---------------------
                                                      
(State or other          (Commission File Number)            (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)                                        
                    

          225 East John Carpenter Frwy.         
                  Irving, Texas                                  75062       
  --------------------------------------------             ------------------
    (Address of principal executive offices)                   (Zip Code)


                                (214) 868-0400
        -------------------------------------------------------------
             (Registrant's telephone number, including area code)
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                           QUAKER STATE CORPORATION


Item 5.  Other Events.

In its annual report on Form 10-K for the fiscal year ending December 31, 1995,
Quaker State Corporation ("Quaker State") reported under Item 3 that in April
1994, Lazy Oil , Inc., a Pennsylvania corporation, commenced a class action in
the Federal District Court for the Western District of Pennsylvania against
Witco Corporation, Quaker State and Pennzoil Company.  Three similar actions
were subsequently commenced and were consolidated with the original action.  The
consolidated amended complaint alleged violations of Section 1 of the Sherman
Act based upon an allegation that the defendants, since at least January 1,
1981, combined and conspired to fix, lower, maintain and stabilize the purchase
price of Pennsylvania grade crude oil purchased from the plaintiffs and others.
The plaintiffs represent a class of all persons who sold Pennsylvania grade
crude oil to one or more of the defendants during the period from January 1,
1981 to the present.  The amended complaint sought treble damages, an injunction
and the recovery of costs, including attorneys' fees.  The defendants filed
answers to the amended complaint, denying all liability.

In December 1995, the plaintiffs and Quaker State entered into a Settlement
Agreement, subject to the approval of the Court, compromising and settling all
claims against Quaker State in the class action.  Pursuant to the settlement
agreement, Quaker State paid $4,400,000 into a settlement fund, subject to the
return of up to $2,400,00 if at any time before a jury is impaneled another
defendant reaches a more favorable settlement with the plaintiffs.

A hearing on preliminary approval by the Court of the settlement was held on
March 7, 1996, and a hearing on final approval by the Court of the settlement
was held on June 13, 1996.  On June 13, 1996, the Court entered an order
approving the settlement, directing that its terms be carried out, and
dismissing with prejudice all claims asserted in the amended complaint against
Quaker State. The Court's order may be appealed within thirty days of the date
of entry.

Quaker State vigorously denied the allegations made against it in the
litigation and entered into the settlement agreement without any admission of
liability on its part.
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                                   SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: June 27, 1996


                                        QUAKER STATE CORPORATION


                                        By: /s/ CONRAD A. CONRAD           
                                           ------------------------------------
                                           Conrad A. Conrad, Vice Chairman and
                                           Chief Financial Officer


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