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Quaker State Shareholders Approve Merger With Pennzoil

18 September 1998

Quaker State Shareholders Approve Merger With Pennzoil

    IRVING, Texas, Sept. 18 -- Quaker State Corporation
announced that at a special meeting of its shareholders held
today, the pending merger of Quaker State with the motor oil, refined products
and fast lube operations of Pennzoil Company was approved by the
holders of a majority of Quaker State's outstanding shares.  The company
anticipates that the transaction will close in the fourth quarter, following
receipt of an IRS ruling.
    Herbert M. Baum, chairman and chief executive officer of Quaker State
said, "I'm pleased our shareholders showed such solid support for our merger
with Pennzoil.  We are creating a premier automotive consumer products company
and we expect our shareholders to benefit substantially from this
transaction."
    The new company, to be named Pennzoil-Quaker State Company, will consist
of Pennzoil Products Company, Jiffy Lube International Inc., and Quaker State
Corporation.  Pennzoil Products Company manufactures and markets a wide
variety of automotive consumer products, including Pennzoil(R) motor oil, the
number one selling brand in America for the past 13 years.  Jiffy Lube
International, Pennzoil's wholly owned fast oil change subsidiary, is the
world's largest franchisor of fast oil change facilities with more than
1500 stores serving approximately 20 million customers a year.
    Quaker State Corporation is principally a manufacturer and marketer of
leading consumer car care products and services, including motor oil and a
full range of high-quality automotive chemical treatment, appearance,
accessory and air-freshener products.