<PAGE> 1
As Filed with Securities and Exchange Commission on June 19, 1996
Registration No. 333-_____
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)
DELAWARE 25-0742820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
225 EAST JOHN CARPENTER FREEWAY
IRVING, TEXAS 75062
(Address of Principal Executive Offices) (Zip Code)
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
(Full title of plan)
_______________
PAUL E. KONNEY, ESQUIRE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
QUAKER STATE CORPORATION
225 EAST JOHN CARPENTER FREEWAY
IRVING, TEXAS 75062
(214) 868-0400
(Name, address and telephone number of agent for service)
_______________
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* offering price* fee
---------- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Capital Stock, par value
$1.00 per share . . . . 2,000,000 shs. $15.125 $30,250,000 $10,432
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rules 457(h) and 457(c) on the basis of the
average of the high and low sale prices for the Capital Stock as reported in
the New York Stock Exchange Composite Transactions Listing for June 14, 1996, as
quoted in The Wall Street Journal.
_______________
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission (File
No. 1-2677) by Quaker State Corporation ("Quaker State") and the Quaker State
Corporation Thrift and Stock Purchase Plan (the "Plan") are incorporated by
reference in this registration statement:
(i) Quaker State's latest annual report on Form 10-K filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act");
(ii) All other reports filed by Quaker State pursuant to Section 13(a) of
the 1934 Act since the end of the fiscal year covered by the annual report on
Form 10-K referred to in (i) above;
(iii) The description of Quaker State's Capital Stock contained in Quaker
State's current report on Form 8-K filed on September 5, 1989 pursuant to
Section 13(a) of the 1934 Act, including any amendment or report filed for the
purpose of updating such description; and
(iv) The Plan's latest annual report on Form 11-K filed pursuant to Section
15(d) of the 1934 Act.
All documents filed by Quaker State and the Plan pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the filing of the annual
reports on Form 10-K and Form 11-K referred to in (i) and (iv) above 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 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.
<PAGE> 3
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
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 (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, 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
<PAGE> 4
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.
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.
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 registrant has also entered into Indemnification and Insurance
Agreements with certain of its Directors and from time to time may enter into
such agreements with other Directors or with certain officers, employees or
other persons designated by the registrant's Board of Directors. The
individual party to the agreement is indemnified for all expenses and liability
(including amounts paid in settlement) in any proceeding against such party
unless it shall be determined under a procedure established in the agreement
that such party knew that his or her 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 or 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.
<PAGE> 5
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 amounts which the
registrant's Directors and officers become legally obligated to pay and for
which they are legally entitled to 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, in each case
subject to certain limitations and exclusions. 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.
<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this registration statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- ------- --------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(i) to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference.
4.2 Bylaws of the registrant, as amended to October 26, 1995, filed as Exhibit 3(ii) to the registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
4.3 Rights Agreement dated as of September 28, 1995 between the registrant and Mellon Securities Trust
Company, as Rights Agent, filed as Exhibit 1 to the registrant's Current Report on Form 8- K dated
October 20, 1995 and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., filed herewith.
24.1 Powers of Attorney, filed herewith as part of signature page.
</TABLE>
No legal opinion with respect to the legality of the shares being registered
is being filed because no original issuance shares are sold under the Plan.
The Internal Revenue Service ("IRS") has determined that the Plan, as amended
through April 25, 1995, meets the requirements of Section 401 of the Internal
Revenue Code (the "Code"). Quaker State hereby undertakes that it will submit
all amendments to the Plan subsequent to that date to the IRS in a timely
manner and that Quaker State will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Code.
<PAGE> 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 with or
furnished to the Securities and Exchange Commission 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.
(b) Filings incorporating subsequent 1934 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 on 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 the
1933 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
<PAGE> 8
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 the 1933
Act and will be governed by the final adjudication of such issue.
<PAGE> 9
SIGNATURES
THE REGISTRANT. 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 IRVING, TEXAS, ON THE 16TH DAY OF MAY, 1996.
QUAKER STATE CORPORATION
BY /S/ HERBERT M. BAUM
------------------------
HERBERT M. BAUM,
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Herbert M. Baum, John D. Barr and Paul E.
Konney, 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 any and all amendments (including post-effective
amendments) to this registration statement, 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.
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 DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Herbert M. Baum Chairman of the Board and Chief May 16, 1996
- ---------------------------------
Herbert M. Baum Executive Officer and Director
/s/ Conrad A. Conrad Principal Financial Officer May 16, 1996
- ---------------------------------
Conrad A. Conrad and Director
/s/ Keith S. Krzeminski Principal Accounting Officer May 16, 1996
- ---------------------------------
Keith S. Krzeminski
/s/ John D. Barr Director May 16, 1996
- ---------------------------------
John D. Barr
/s/ Leonard M. Carroll Director May 16, 1996
- ---------------------------------
Leonard M. Carroll
/s/ Laurel Cutler Director May 16, 1996
- ---------------------------------
Laurel Cutler
/s/ C. Frederick Fetterolf Director May 16, 1996
- ---------------------------------
C. Frederick Fetterolf
/s/ Thomas A. Gardner Director May 16, 1996
- ---------------------------------
Thomas A. Gardner
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
/s/ F. William Grube Director May 16, 1996
- ---------------------------------
F. William Grube
/s/ Forrest R. Haselton Director May 16, 1996
- ---------------------------------
Forrest R. Haselton
/s/ Delbert J. McQuaide Director May 16, 1996
- ---------------------------------
Delbert J. McQuaide
/s/ L. David Myatt Director May 16, 1996
- ---------------------------------
L. David Myatt
/s/ Raymond A. Ross, Jr. Director May 16, 1996
- ---------------------------------
Raymond A. Ross, Jr.
/s/ Lorne R. Waxlax Director May 16, 1996
- ---------------------------------
Lorne R. Waxlax
</TABLE>
<PAGE> 12
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Irving, Texas, on the 16th day of
May, 1996.
Quaker State Corporation Thrift and
Stock Purchase Plan
By /s/ Thomas A. Gardner
--------------------------
Thomas A. Gardner, Chairman of the
Organization and Compensation Committee
of the Board of Directors of Quaker
State Corporation, Plan Administrator
<PAGE> 13
QUAKER STATE CORPORATION
THRIFT AND STOCK PURCHASE PLAN
REGISTRATION STATEMENT
ON FORM S-8
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
- ------- --------
<S> <C>
4.1 Composite Certificate of Incorporation of the registrant, filed as Exhibit 3(i) to the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference.
4.2 Bylaws of the registrant, as amended to October 26, 1995, filed as Exhibit 3(ii) to the registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference.
4.3 Rights Agreement dated as of September 28, 1995 between the registrant and Mellon Securities Trust
Company, as Rights Agent, filed as Exhibit 1 to the registrant's Current Report on Form 8- K dated
October 20, 1995 and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., filed herewith.
24.1 Powers of Attorney, filed herewith as part of signature page.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Quaker State Corporation for the registration of 2,000,000 shares of
its Capital Stock, par value $1.00 per share, which may be acquired for the
accounts of participating employees under the Quaker State Corporation Thrift
and Stock Purchase Plan and an indeterminate amount of interests in such Plan,
and in the Section 10(a) prospectus used in connection with such registration
statement of our reports, dated January 30, 1996, on our audits of the
consolidated financial statements and financial statement schedule of Quaker
State Corporation and its subsidiaries as of December 31, 1995 and 1994, and for
the three years in the period ended December 31, 1995, which reports are
included in the Annual Report on Form 10-K.
We also consent to the incorporation by reference in the above-mentioned
registration statement and Section 10(a) prospectus 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
three years ended December 31, 1994, which report is included in the Annual
Report on Form 11-K of such Thrift and Stock Purchase Plan for the year ended
December 31, 1994.
/s/ Coopers & Lybrand, L.L.P.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
June 18, 1996
