HOUSTON, Dec. 1 /PRNewswire/ -- Pennzoil Company (NYSE: PZL) today
announced that the Internal Revenue Service has issued its ruling affirming
the tax-free status of Pennzoil's planned restructuring and merger with Quaker
State Corporation (NYSE: KSF). The ruling clears the way for Pennzoil to
complete its restructuring and merger with Quaker State, announced in April,
by the end of this year.
Pennzoil will restructure by forming a wholly owned subsidiary, Pennzoil
Products Group, comprised of its marketing, manufacturing and fast oil change
businesses. Pennzoil will then spin off Pennzoil Products Group to its
shareholders in a tax-free stock distribution. Simultaneous to the spin-off,
Pennzoil Products Group will merge with Quaker State to form Pennzoil-Quaker
State Company, a new premier automotive consumer products company, trading on
the New York Stock Exchange with the symbol PZL. Each Pennzoil shareholder
will receive one share of Pennzoil-Quaker State common stock for each share of
Pennzoil Company stock held. Each Quaker State shareholder will receive .8204
share of Pennzoil-Quaker State common stock for each share of Quaker State
stock held.
The surviving company will be renamed PennzEnergy and will be one of the
largest U.S. independent exploration and production companies. PennzEnergy
will trade on the New York Stock Exchange with the symbol PZE.
Pennzoil's Board of Directors is expected to meet later this week to
establish a record date for shareholders entitled to receive stock in the
spinoff.
Pennzoil Company explores for and produces crude oil and natural gas,
manufactures and markets premium quality lubricants, including America's top
selling motor oil, markets a variety of leading car care products, and is the
parent company of Jiffy Lube International, the world's largest franchiser of
fast oil change centers.
SOURCE Pennzoil Company
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Related links:
http://www.pennzoil.com
Photo Notes:http://www.newscom.com/cgi-bin/prnh/19981007/DAW022
or NewsCom, 213-237-5431
CONTACT:
Ray Scippa of Pennzoil Company, 713-546-8942
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