<PAGE>   1
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
 
                                                      REGISTRATION NO. 333-33133
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
 
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
 
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
 
                            QUAKER STATE CORPORATION
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                      25-0742820
           (State of Incorporation)                 (I.R.S. Employer Identification No.)
</TABLE>
 
                        225 EAST JOHN CARPENTER FREEWAY
                              IRVING, TEXAS 75062
                                 (972) 868-0400
                  (Address, including zip code, and telephone
                        number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
 
                                 PAUL E. KONNEY
                             SENIOR VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                            QUAKER STATE CORPORATION
                        225 EAST JOHN CARPENTER FREEWAY
                              IRVING, TEXAS 75062
                                 (972) 868-0400
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:
 
                               JEFFREY A. CHAPMAN
                              MARIAN L. BRANCACCIO
                             VINSON & ELKINS L.L.P.
                          2001 ROSS AVENUE, SUITE 3700
                              DALLAS, TEXAS 75201
                                 (214) 220-7700
                             ---------------------
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>   2
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED APRIL 6, 1998
 
PROSPECTUS
 
                                DEBT SECURITIES
                                 CAPITAL STOCK
                                    WARRANTS
 
                            QUAKER STATE CORPORATION
                             ---------------------
     Quaker State Corporation (the "Company") may from time to time offer in one
or more series its (a) debt securities ("Debt Securities"), (b) warrants to
purchase Debt Securities ("Debt Warrants"), (c) Capital Stock, par value $1.00
per share ("Capital Stock"), or (d) warrants to purchase Capital Stock ("Capital
Stock Warrants"), all having an aggregate initial offering price not to exceed
$400,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units, or composite currencies, including European Currency
Units. The Debt Warrants and the Capital Stock Warrants are collectively
referred to herein as the "Warrants." The Debt Securities, Capital Stock and
Warrants offered by the Company hereby (collectively referred to herein as the
"Offered Securities") may be offered, separately or together, in separate
series, in amounts, at prices and on terms to be set forth in a supplement to
this Prospectus (a "Prospectus Supplement").
 
     The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement and will include, where applicable: (a) in the case of Debt
Securities, the specific title, aggregate principal amount, currency, form
(which may be registered or bearer, certificated or global), authorized
denominations, maturity, rate (or manner of calculation thereof) and time of
payment of interest, terms for redemption at the option of the Company or
repayment at the option of the holder, terms for sinking fund payments, and any
initial public offering price, (b) in the case of Capital Stock, the number of
shares and the terms of the offering and sale thereof, (c) in the case of
Warrants, the number and terms thereof, the designation and the number of
securities issuable upon exercise, the exercise price, the terms of the offering
and sale thereof, and where applicable, the duration and detachability thereof,
and (d) in the case of all Offered Securities, whether such Offered Securities
will be offered separately or as a unit with other Offered Securities. The
applicable Prospectus Supplement will also contain information, where
applicable, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered by such Prospectus Supplement.
 
     The Company may sell the Offered Securities in or outside the United States
through underwriters, brokers or dealers, directly to one or more purchasers or
through agents. If any agents or underwriters are involved in the sale of any of
the Offered Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in the applicable Prospectus
Supplement. See "Plan of Distribution." No Offered Securities may be sold
without delivery of the applicable Prospectus Supplement describing the method
and terms of the offering of such series of Offered Securities.
                             ---------------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
                             ---------------------
               The date of this Prospectus is             , 1998.
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
material can also be obtained from the Commission's web site at
http://www.sec.gov. The Company's outstanding shares of Capital Stock are listed
on the New York Stock Exchange (the "NYSE") and the Pacific Stock Exchange (the
"PSE") under the symbol "KSF," and all such reports, proxy statements and other
information filed by the Company with the NYSE may be inspected at the NYSE's
offices at 20 Broad Street, New York, New York 10005 and at the PSE's offices at
301 Pine Street, San Francisco, California 94104.
 
     This Prospectus constitutes part of a registration statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act of
1933 (the "Securities Act"). This Prospectus and the accompanying Prospectus
Supplement do not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and the Offered Securities, reference is hereby made to the Registration
Statement and to the exhibits thereto. Statements contained herein regarding the
provisions of certain documents are not necessarily complete, and in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission, and each such
statement is qualified in its entirety by that reference.
 
                           INCORPORATION BY REFERENCE
 
     There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission (File No. 1-2677):
 
          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997;
 
          (b) the Company's Current Report on Form 8-K/A-2 dated October 2,
     1996, relating to the acquisition of Blue Coral, Inc.; and
 
          (c) the description of the Capital Stock contained in the Company's
     Current Report on Form 8-K filed on November 12, 1997.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein, or in any subsequently filed
document which is incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Prospectus, except
as so modified or superseded.
 
     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated herein by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to General Counsel, Quaker State
Corporation, 225 East John Carpenter Freeway, Irving, Texas 75062, telephone
(972) 868-0400.
                                        2
<PAGE>   4
 
     With the exception of historical information, the matters discussed herein
and in documents incorporated by reference are forward-looking statements that
involve risks and uncertainties, including, but not limited to, economic
conditions, product demand, competitive products and pricing, availability of
products, changes in inventory due to shifts in market demand, environmental and
trade regulations, litigation and other risks described in other filings made by
the Company with the Commission. As used herein the terms "Quaker State" and
"Company" include Quaker State Corporation, a Delaware corporation, and one or
more of its subsidiaries, as appropriate.
 
                                  THE COMPANY
 
     Quaker State Corporation is a leading marketer of branded and private label
lubricants, lubricant services and consumer branded automotive aftermarket
products. The Company's products include motor oils and other lubricants,
automobile engine and fuel treatments, automotive appearance products, window
shades, accessories and air fresheners. The Company's lubricant services are
marketed through fast lube centers in selected areas of the United States and
Canada.
 
     The Company's Lubricants and Lubricant Services segment markets and
distributes major national brand, private label and proprietary brand lubricants
and other automotive aftermarket products primarily in the United States, Canada
and Mexico. The Quaker State brand of motor oil has the second highest market
share in the motor oil category in the United States and a significant market
share in Mexico and Canada. From 1993 to 1997, the Company increased its motor
oil market share in the United States from 12.5% to 14.5%, based on data from
NPD (National Pocket Diary), the recognized authority on market share data in
this category. Through its subsidiary Q Lube, Inc., the second largest fast lube
chain in the United States, the Company operates fast lube centers which offer
consumers quick and economical oil changes and related services for passenger
vehicles. The Lubricants and Lubricant Services segment also provides
collection, transportation and recycling services for used oil, antifreeze and
filters in certain regions of the United States. During 1997, revenues and
operating profit from the Lubricants and Lubricant Services segment comprised
approximately 76% and 43% of the Company's total revenues and operating profit,
respectively.
 
     Beginning in 1995 with the acquisition of Slick 50, the Company began
building a consumer products business that complements the existing Quaker State
motor oil brand. The Company's Consumer Products segment now consists of the
following recently acquired companies: Slick 50, Inc. ("Slick 50"), Blue Coral,
Inc. ("Blue Coral"), Medo Industries, Inc. and its affiliated companies
(collectively, "Medo"), the Axius division of Medo and Rain-X Corporation
("Rain-X"). Slick 50 is the leading brand of automotive engine and fuel
treatment products and related automotive chemicals. Blue Coral manufactures and
markets automotive appearance products, whose leading consumer brands include
Blue Coral, Black Magic and Westley's. Medo is the leading seller of automotive
air freshener products, whose brands include Ultra Norsk. Axius is the leading
marketer of autoshades and automotive accessories, whose brands include
Autoshade sun protectors and Axius car organizers. Rain-X also is a marketer of
automotive glass protectant products. During 1997, revenues and operating profit
from the Consumer Products segment comprised approximately 24% and 57% of the
Company's total revenues and operating profit, respectively.
 
     The Company, a Delaware corporation formed in 1931, has its principal
executive offices at 225 E. John Carpenter Freeway, Irving, Texas 75062. Its
telephone number is (972) 868-0400.
 
                                USE OF PROCEEDS
 
     Unless otherwise described in the applicable Prospectus Supplement, the net
proceeds from the sale of the Offered Securities will be used for general
corporate purposes, which may include repayment of indebtedness, redemption or
repurchase of securities of the Company or any subsidiary, additions to working
capital and capital expenditures.
 
                                        3
<PAGE>   5
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 
     The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for each of the years ended December 31, 1997, 1996,
1995, 1994 and 1993.
 
<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                        --------------------------------
                                                        1997   1996   1995   1994   1993
                                                        ----   ----   ----   ----   ----
<S>                                                     <C>    <C>    <C>    <C>    <C>
Ratio of earnings to fixed charges(a).................   .7    1.8     .6    1.3    1.3
</TABLE>
 
---------------
 
(a) For purposes of computing such ratio, earnings consist of income before
    income taxes plus fixed charges net of interest capitalized, and fixed
    charges consist of interest expense, interest capitalized, amortization of
    debt expense and discount or premium relating to any indebtedness, and the
    portion of rental expense attributable to interest.
 
                                        4
<PAGE>   6
 
                         DESCRIPTION OF DEBT SECURITIES
 
     The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered will be described
in the Prospectus Supplement relating to such Debt Securities. Accordingly, for
a description of the terms of a particular issue of Debt Securities, reference
must be made to both the Prospectus Supplement relating thereto and to the
following description.
 
     The Debt Securities will be general obligations of the Company and may be
subordinated to Senior Indebtedness (as defined below) of the Company to the
extent set forth in the Prospectus Supplement relating thereto. See "Description
of Debt Securities -- Subordination." Debt Securities will be issued under an
Indenture (the "Indenture") to be entered into between the Company and one or
more commercial banks to be selected as trustees (collectively, the "Trustee").
A copy of the form of Indenture has been filed as an exhibit to the Registration
Statement filed with the SEC. The following discussion of certain provisions of
the Indenture is a summary only and does not purport to be a complete
description of the terms and provisions of the Indenture. Accordingly, the
following discussion is qualified in its entirety by reference to the provisions
of the Indenture, including the definition therein of terms used below with
their initial letters capitalized.
 
GENERAL
 
     The Indenture does not limit the aggregate principal amount of Debt
Securities that can be issued thereunder. The Debt Securities may be issued in
one or more series as may be authorized from time to time by the Company.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Debt Securities of the series with respect to which such Prospectus
Supplement is being delivered:
 
          (a) The title of the Debt Securities of the series;
 
          (b) Any limit on the aggregate principal amount of the Debt Securities
     of the series that may be authenticated and delivered under the Indenture;
 
          (c) The date or dates on which the principal and premium with respect
     to the Debt Securities of the series are payable;
 
          (d) The rate or rates (which may be fixed or variable) at which the
     Debt Securities of the series shall bear interest (if any) or the method of
     determining such rate or rates, the date or dates from which such interest
     shall accrue, the dates on which such interest shall be payable or the
     method by which such dates will be determined, the record dates for the
     determination of holders thereof to whom such interest is payable (in the
     case of Registered Securities), and the basis upon which such interest will
     be calculated if other than that of a 360-day year of twelve 30-day months;
 
          (e) The place or places, if any, in addition to or instead of the
     corporate trust office of the Trustee (in the case of Registered
     Securities) or the principal London office of the Trustee (in the case of
     Bearer Securities), where the principal, premium and interest with respect
     to Debt Securities of the series shall be payable;
 
          (f) The price or prices at which, the period or periods within which,
     and the terms and conditions upon which Debt Securities of the series may
     be redeemed, in whole or in part, at the option of the Company or
     otherwise;
 
          (g) Whether Debt Securities of the series are to be issued as
     Registered Securities or Bearer Securities or both and, if Bearer
     Securities are to be issued, whether coupons will be attached thereto,
     whether Bearer Securities of the series may be exchanged for Registered
     Securities of the series, and the circumstances under which and the places
     at which any such exchanges, if permitted, may be made;
 
          (h) If any Debt Securities of the series are to be issued as Bearer
     Securities or as one or more Global Securities representing individual
     Bearer Securities of the series, whether certain provisions for the payment
     of additional interest or tax redemptions shall apply; whether interest
     with respect to any
 
                                        5
<PAGE>   7
 
     portion of a temporary Bearer Security of the series payable with respect
     to any interest payment date prior to the exchange of such temporary Bearer
     Security for definitive Bearer Securities of the series shall be paid to
     any clearing organization with respect to the portion of such temporary
     Bearer Security held for its account and, in such event, the terms and
     conditions (including any certification requirements) upon which any such
     interest payment received by a clearing organization will be credited to
     the persons entitled to interest payable on such interest payment date; and
     the terms upon which a temporary Bearer Security may be exchanged for one
     or more definitive Bearer Securities of the series;
 
          (i) The obligation, if any, of the Company to redeem, purchase, or
     repay Debt Securities of the series pursuant to any sinking fund or
     analogous provisions or at the option of a holder thereof and the price or
     prices at which, the period or periods within which, and the terms and
     conditions upon which Debt Securities of the series shall be redeemed,
     purchased or repaid, in whole or in part, pursuant to such obligations;
 
          (j) The terms, if any, upon which the Debt Securities of the series
     may be convertible into or exchanged for Capital Stock, other Debt
     Securities, or Warrants, and the terms and conditions upon which such
     conversion or exchange shall be effected, including the initial conversion
     or exchange price or rate, the conversion or exchange period, and any other
     additional provisions; provided however, that Debt Securities of the series
     may be converted into or exchanged for securities other than Capital Stock,
     other Debt Securities or Warrants only if such conversion or exchange
     occurs after one year from the date of sale of the Debt Securities of the
     series;
 
          (k) If other than denominations of $1,000 or any integral multiple
     thereof, the denominations in which Debt Securities of the series shall be
     issuable;
 
          (l) If the amount of principal, premium, or interest with respect to
     the Debt Securities of the series may be determined with reference to an
     index or pursuant to a formula, the manner in which such amounts will be
     determined;
 
          (m) If the principal amount payable at the stated maturity of Debt
     Securities of the series will not be determinable as of any one or more
     dates prior to such stated maturity, the amount that will be deemed to be
     such principal amount as of any such date for any purpose, including the
     principal amount thereof which will be due and payable upon any maturity
     other than the stated maturity or which will be deemed to be outstanding as
     of any such date (or, in any such case, the manner in which such deemed
     principal amount is to be determined), and if necessary, the manner of
     determining the equivalent thereof in United States currency;
 
          (n) Any changes or additions to the provisions of the Indenture
     dealing with defeasance, including the addition of covenants that may be
     subject to the Company's covenant defeasance option;
 
          (o) If other than such coin or currency of the United States at the
     time of payment is legal tender for payment of public and private debts,
     the coin or currency or currencies or units of two or more currencies in
     which payment of the principal, premium and interest with respect to Debt
     Securities of the series shall be payable;
 
          (p) If other than the principal amount thereof, the portion of the
     principal amount of Debt Securities of the series that shall be payable
     upon declaration of acceleration of the maturity thereof or provable in
     bankruptcy;
 
          (q) The terms, if any, of the transfer, mortgage, pledge or assignment
     as security for the Debt Securities of the series of any properties,
     assets, monies, proceeds, securities or other collateral, including whether
     certain provisions of the Trust Indenture Act are applicable and any
     corresponding changes to provisions of the Indenture as then in effect;
 
          (r) Any addition to or change in the Events of Default with respect to
     the Debt Securities of the series and any change in the right of the
     Trustee or the holders to declare the principal, premium and interest with
     respect to such Debt Securities due and payable;
 
                                        6
<PAGE>   8
 
          (s) If the Debt Securities of the series shall be issued in whole or
     in part in the form of a Global Security, the terms and conditions, if any,
     upon which such Global Security may be exchanged in whole or in part for
     other individual Debt Securities in definitive registered form, the
     Depositary for such Global Security, and the form of any legend or legends
     to be borne by any such Global Security in addition to or in lieu of the
     legend referred to in the Indenture;
 
          (t) Any Trustee, authenticating or paying agents, transfer agents or
     registrars;
 
          (u) The applicability of, and any addition to or change in, the
     covenants and definitions then set forth in the Indenture or in the terms
     then set forth in the Indenture relating to permitted consolidations,
     mergers or sales of assets, including conditioning any merger, conveyance,
     transfer or lease permitted by the Indenture upon the satisfaction of an
     indebtedness coverage standard by the Company and any successor to the
     Company;
 
          (v) The terms, if any, of any guarantee of the payment of principal,
     premium and interest with respect to Debt Securities of the series and any
     corresponding changes to the provisions of the Indenture as then in effect;
 
          (w) The subordination, if any, of the Debt Securities of the series
     pursuant to the Indenture and any changes or additions to the provisions of
     the Indenture relating to subordination;
 
          (x) With regard to Debt Securities of the series that do not bear
     interest, the dates for certain required reports to the Trustee; and
 
          (y) Any other terms of the Debt Securities of the series (which terms
     shall not be prohibited by the provisions of the Indenture).
 
     The Prospectus Supplement will also describe any material United States
federal income tax consequences or other special considerations applicable to
the series of Debt Securities to which such Prospectus Supplement relates,
including those applicable to (a) Bearer Securities, (b) Debt Securities with
respect to which payments of principal, premium or interest are determined with
reference to an index or formula (including changes in prices of particular
securities, currencies or commodities), (c) Debt Securities with respect to
which principal, premium or interest is payable in a foreign or composite
currency, (d) Debt Securities that are issued at a discount below their stated
principal amount, bearing no interest or interest at a rate that at the time of
issuance is below market rates ("Original Issue Discount Debt Securities"), and
(e) variable rate Debt Securities that are exchangeable for fixed rate Debt
Securities.
 
     Payments of interest on Registered Securities may be made at the option of
the Company by check mailed to the registered holders thereof or, if so provided
in the applicable Prospectus Supplement, at the option of a holder by wire
transfer to an account designated by such holder. Except as otherwise provided
in the applicable Prospectus Supplement, no payment on a Bearer Security will be
made by mail to an address in the United States or by wire transfer to an
account in the United States.
 
     Unless otherwise provided in the applicable Prospectus Supplement,
Registered Securities may be transferred or exchanged at the office of the
Trustee at which its corporate trust business is principally administered in the
United States or at the office of the Trustee or the Trustee's agent in the
Borough of Manhattan, the City and State of New York, at which its corporate
agency business is conducted, subject to the limitations provided in the
Indenture, without the payment of any service charge, other than any tax or
governmental charge payable in connection therewith. Bearer Securities will be
transferable only by delivery. Provisions with respect to the exchange of Bearer
Securities will be described in the Prospectus Supplement relating to such
Bearer Securities.
 
     All funds paid by the Company to a paying agent for the payment of
principal, premium or interest with respect to any Debt Securities that remain
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company, and the holders
of such Debt Securities or any coupons appertaining thereto will thereafter look
only to the Company for payment thereof.
 
                                        7
<PAGE>   9
 
GLOBAL SECURITIES
 
     The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities. A Global Security is a Debt Security that
represents, and is denominated in an amount equal to the aggregate principal
amount of, all outstanding Debt Securities of a series, or any portion thereof,
in either case having the same terms, including the same original issue date,
date or dates on which principal and interest are due, and interest rate or
method of determining interest. A Global Security will be deposited with, or on
behalf of, a Depositary, which will be identified in the Prospectus Supplement
relating to such Debt Securities. Global Securities may be issued in either
registered or bearer form and in either temporary or definitive form. Unless and
until it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a Global Security may not be transferred except as a whole
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or another nominee of the Depositary, or by the Depositary or
any nominee of the Depositary to a successor Depositary or any nominee of such
successor.
 
     The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such Debt Securities. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
 
     Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Debt Securities represented by
such Global Security to the accounts of persons that have accounts with the
Depositary ("participants"). Such accounts shall be designated by the dealers or
underwriters with respect to such Debt Securities or, if such Debt Securities
are offered and sold directly by the Company or through one or more agents, by
the Company or such agents. Ownership of beneficial interests in a Global
Security will be limited to participants or persons that hold beneficial
interests through participants. Ownership of beneficial interests in such Global
Security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary (with respect to interests of
participants) or records maintained by participants (with respect to interests
of persons other than participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limitations and laws may impair the ability to transfer
beneficial interests in a Global Security.
 
     So long as the Depositary for a Global Security, or its nominee, is the
registered owner or holder of such Global Security, such Depositary or nominee,
as the case may be, will be considered the sole owner or holder of the
individual Debt Securities represented by such Global Security for all purposes
under the Indenture. Except as provided below, owners of beneficial interests in
a Global Security will not be entitled to have any of the individual Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any of such Debt
Securities in definitive form, and will not be considered the owners or holders
thereof under the Indenture.
 
     Subject to the restrictions described under "Description of Debt
Securities -- Limitations on Issuance of Bearer Securities," payments of
principal, premium and interest with respect to individual Debt Securities
represented by a Global Security will be made to the Depositary or its nominee,
as the case may be, as the registered owner or holder of such Global Security.
Neither the Company, the Trustee, any paying agent or registrar for such Debt
Securities, or any agent of the Company or the Trustee will have any
responsibility or liability for (a) any aspect of the records relating to or
payments made by the Depositary, its nominee or any participants on account of
beneficial interests in the Global Security or for maintaining, supervising, or
reviewing any records relating to such beneficial interests, (b) the payment to
the owners of beneficial interests in the Global Security of amounts paid to the
Depositary or its nominee, or (c) any other matter relating to the actions and
practices of the Depositary, its nominee or its participants. Neither the
Company, the Trustee, any paying agent or registrar for such Debt Securities, or
any agent of the Company or the Trustee will be liable for any delay by the
Depositary, its nominee or any of its participants in identifying the owners of
beneficial interests in the Global Security, and the Company and the Trustee may
conclusively rely on, and will be protected in relying on, instructions from the
Depositary or its nominee for all purposes.
 
     The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest with
respect to a definitive Global Security representing any of
                                        8
<PAGE>   10
 
such Debt Securities, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security, as shown on the records of the
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers and registered in street name. Such payments will be the
responsibility of such participants. Receipt by owners of beneficial interests
in a temporary Global Security of payments of principal, premium or interest
with respect thereto will be subject to the restrictions described under
"Description of Debt Securities -- Limitations on Issuance of Bearer
Securities."
 
     If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary, the Company shall appoint a
successor depositary. If a successor depositary is not appointed by the Company
within 90 days, the Company will issue individual Debt Securities of such series
in exchange for the Global Security representing such series of Debt Securities.
In addition, the Company may at any time and in its sole discretion, subject to
any limitations described in the Prospectus Supplement relating to such Debt
Securities, determine no longer to have Debt Securities of a series represented
by a Global Security and, in such event, will issue individual Debt Securities
of such series in exchange for the Global Security representing such series of
Debt Securities. Furthermore, if the Company so specifies with respect to the
Debt Securities of a series, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may, on terms acceptable to
the Company, the Trustee and the Depositary for such Global Security, receive
individual Debt Securities of such series in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name (if the Debt Securities are issuable as
Registered Securities). Individual Debt Securities of such series so issued will
be issued (a) as Registered Securities in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof if the Debt
Securities are issuable as Registered Securities, (b) as Bearer Securities in
the denomination or denominations specified by the Company if the Debt
Securities are issuable as Bearer Securities, or (c) as either Registered
Securities or Bearer Securities as described above if the Debt Securities are
issuable in either form. See, however, "Description of Debt
Securities -- Limitations on Issuance of Bearer Securities" for a description of
certain restrictions on the issuance of individual Bearer Securities in exchange
for beneficial interests in a bearer Global Security.
 
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
 
     The Debt Securities of a series may be issued as Registered Securities
(which will be registered as to principal and interest in the register
maintained by the registrar for such Debt Securities) or Bearer Securities
(which will be transferable only by delivery). If such Debt Securities are
issuable as Bearer Securities, certain special limitations and considerations
will apply.
 
     In compliance with United States federal income tax laws and regulations,
the Company and any underwriter, agent or dealer participating in an offering of
Bearer Securities will agree that, in connection with the original issuance of
such Bearer Securities and during the period ending 40 days after the issue
date, they will not offer, sell or deliver any such Bearer Security, directly or
indirectly, to a United States Person (as defined below) or to any person within
the United States, except to the extent permitted under United States Treasury
regulations.
 
     Bearer Securities will bear a legend to the following effect: "Any United
States Person who holds this obligation will be subject to limitations under the
United States federal income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code." The sections referred
to in the legend provide that, with certain exceptions, a United States taxpayer
who holds Bearer Securities will not be allowed to deduct any loss with respect
to, and will not be eligible for capital gain treatment with respect to any gain
realized on the sale, exchange, redemption, or other disposition of, such Bearer
Securities.
 
                                        9
<PAGE>   11
 
     For this purpose, "United States" includes the United States of America and
its possessions, and "United States Person" means a citizen or resident of the
United States, a corporation, partnership, or other entity created or organized
in or under the laws of the United States, or an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source.
 
     Pending the availability of a definitive Global Security or individual
Bearer Securities, as the case may be, Debt Securities that are issuable as
Bearer Securities may initially be represented by a single temporary Global
Security, without interest coupons, to be deposited with a common depositary in
London for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear"), or Centrale de Livraison de
Valeurs Mobilieres S.A. ("CEDEL") for credit to the accounts designated by or on
behalf of the purchasers thereof. Following the availability of a definitive
Global Security in bearer form, without coupons attached, or individual Bearer
Securities, and subject to any further limitations described in the applicable
Prospectus Supplement, the temporary Global Security will be exchangeable for
interests in such definitive Global Security or for such individual Bearer
Securities, respectively, only upon receipt of a "Certificate of Non-U.S.
Beneficial Ownership," which is a certificate to the effect that a beneficial
interest in a temporary Global Security is owned by a person that is not a
United States Person or is owned by or through a financial institution in
compliance with applicable United States Treasury regulations. No Bearer
Security will be delivered in or to the United States. If so specified in the
applicable Prospectus Supplement, interest on a temporary Global Security will
be paid to each of Euroclear and CEDEL with respect to that portion of such
temporary Global Security held for its account, but only upon receipt as of the
relevant interest payment date of a Certificate of Non-U.S. Beneficial
Ownership.
 
SUBORDINATION
 
     Debt Securities of a series may be subordinated ("Subordinated Debt
Securities") to Senior Indebtedness (as defined below) to the extent set forth
in the Prospectus Supplement relating thereto. The Company currently conducts
certain of its operations through subsidiaries, and the holders of Debt
Securities (whether or not Subordinated Debt Securities) will be structurally
subordinated to the creditors of the Company's subsidiaries.
 
     Subordinated Debt Securities of a series and any coupons appertaining
thereto will be subordinate in right of payment, to the extent and in the manner
set forth in the Indenture and the Prospectus Supplement relating to such
Subordinated Debt Securities, to the prior payment of all indebtedness of the
Company that is designated as "Senior Indebtedness" with respect to such series.
"Senior Indebtedness," with respect to any series of Subordinated Debt
Securities, will consist of (a) any and all amounts payable under or with
respect to the Company's "Bank Indebtedness" (defined as the Credit Agreement,
dated as of June 12, 1997, between Quaker State and Morgan Guaranty Trust
Company Of New York, As Agent), and (b) any other indebtedness of the Company
that is designated in a resolution of the Company's Board of Directors (the
"Board") or the supplemental Indenture establishing such series as Senior
Indebtedness with respect to such series.
 
     Upon any payment or distribution of assets of the Company to creditors or
upon a total or partial liquidation or dissolution of the Company or in a
bankruptcy, receivership or similar proceeding relating to the Company or its
property, holders of Senior Indebtedness shall be entitled to receive payment in
full in cash of the Senior Indebtedness before holders of Subordinated Debt
Securities shall be entitled to receive any payment of principal, premium or
interest with respect to the Subordinated Debt Securities, and until the Senior
Indebtedness is paid in full, any distribution to which holders of Subordinated
Debt Securities would otherwise be entitled shall be made to the holders of
Senior Indebtedness (except that such holders may receive shares of stock and
any debt securities that are subordinated to Senior Indebtedness to at least the
same extent as the Subordinated Debt Securities).
 
     The Company may not make any payments of principal, premium or interest
with respect to Subordinated Debt Securities, make any deposit for the purpose
of defeasance of such Subordinated Debt Securities, or repurchase, redeem or
otherwise retire (except, in the case of Subordinated Debt Securities that
provide for a mandatory sinking fund, by the delivery of Subordinated Debt
Securities by the Company to the Trustee in
 
                                       10
<PAGE>   12
 
satisfaction of the Company's sinking fund obligation) any Subordinated Debt
Securities if (a) any principal, premium or interest with respect to Senior
Indebtedness is not paid within any applicable grace period (including at
maturity) or (b) any other default on Senior Indebtedness occurs and the
maturity of such Senior Indebtedness is accelerated in accordance with its
terms, unless, in either case, the default has been cured or waived and such
acceleration has been rescinded, such Senior Indebtedness has been paid in full
in cash, or the Company and the Trustee receive written notice approving such
payment from the representatives of each issue of "Designated Senior
Indebtedness" (which will include the Bank Indebtedness and any other specified
issue of Senior Indebtedness of at least $100 million). During the continuance
of any default (other than a default described in clause (a) or (b) above) with
respect to any Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Company may not pay the Subordinated Debt Securities for a period
(the "Payment Blockage Period") commencing on the receipt by the Company and the
Trustee of written notice of such default from the representative of any
Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period (a "Blockage Notice"). The Payment Blockage Period may be
terminated before its expiration by written notice to the Trustee and the
Company from the person who gave the Blockage Notice, by repayment in full in
cash of the Senior Indebtedness with respect to which the Blockage Notice was
given, or because the default giving rise to the Payment Blockage Period is no
longer continuing. Unless the holders of such Senior Indebtedness shall have
accelerated the maturity thereof, the Company may resume payments on the
Subordinated Debt Securities after the expiration of the Payment Blockage
Period. Not more than one Blockage Notice may be given in any period of 360
consecutive days unless the first Blockage Notice within such 360-day period is
given by or on behalf of holders of Designated Senior Indebtedness other than
the Bank Indebtedness, in which case, the representative of the Bank
Indebtedness may give another Blockage Notice within such period. In no event,
however, may the total number of days during which any Payment Blockage Period
or Periods is in effect exceed 179 days in the aggregate during any period of
360 consecutive days. After all Senior Indebtedness is paid in full and until
the Subordinated Debt Securities are paid in full, holders of the Subordinated
Debt Securities shall be subrogated to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness.
 
     By reason of such subordination, in the event of insolvency, creditors of
the Company who are holders of Senior Indebtedness, as well as certain general
creditors of the Company, may recover more, ratably, than the holders of the
Subordinated Debt Securities.
 
EVENTS OF DEFAULT AND REMEDIES
 
     The following events are defined in the Indenture as "Events of Default"
with respect to a series of Debt Securities:
 
          (a) Default in the payment of any installment of interest on any Debt
     Securities of that series or any payment with respect to the related
     coupons, if any, as and when the same shall become due and payable (whether
     or not, in the case of Subordinated Debt Securities, such payment shall be
     prohibited by reason of the subordination provisions described above) and
     continuance of such default for a period of 30 days;
 
          (b) Default in the payment of principal or premium with respect to any
     Debt Securities of that series as and when the same shall become due and
     payable, whether at maturity, upon redemption, by declaration, upon
     required repurchase, or otherwise (whether or not, in the case of
     Subordinated Debt Securities, such payment shall be prohibited by reason of
     the subordination provisions described above);
 
          (c) Default in the payment of any sinking fund payment with respect to
     any Debt Securities of that series as and when the same shall become due
     and payable;
 
          (d) Failure on the part of the Company to comply with the provisions
     of the Indenture relating to consolidations, mergers and sales of assets;
 
          (e) Failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company in the Debt
     Securities of that series, in any resolution of the
 
                                       11
<PAGE>   13
 
     Board authorizing the issuance of that series of Debt Securities, in the
     Indenture with respect to such series, or in any supplemental Indenture
     with respect to such series (other than a covenant a default in the
     performance of which is otherwise specifically dealt with) continuing for a
     period of 60 days after the date on which written notice specifying such
     failure and requiring the Company to remedy the same shall have been given
     to the Company by the Trustee or to the Company and the Trustee by the
     holders of at least 25% in aggregate principal amount of the Debt
     Securities of that series at the time outstanding;
 
          (f) Indebtedness of the Company or any subsidiary of the Company is
     not paid within any applicable grace period after final maturity or is
     accelerated by the holders thereof because of a default, the total amount
     of such Indebtedness unpaid or accelerated exceeds $20 million or the
     United States dollar equivalent thereof at the time, and such default
     remains uncured or such acceleration is not rescinded for 10 days after the
     date on which written notice specifying such failure and requiring the
     Company to remedy the same shall have been given to the Company by the
     Trustee or to the Company and the Trustee by the holders of at least 25% in
     aggregate principal amount of the Debt Securities of that series at the
     time outstanding;
 
          (g) The Company or any of its "Significant Subsidiaries" (defined as
     any subsidiary of the Company that would be a "significant subsidiary" as
     defined in Rule 405 under the Securities Act as in effect on the date of
     the Indenture) shall (1) voluntarily commence any proceeding or file any
     petition seeking relief under the United States Bankruptcy Code or other
     federal or state bankruptcy, insolvency or similar law, (2) consent to the
     institution of, or fail to controvert within the time and in the manner
     prescribed by law, any such proceeding or the filing of any such petition,
     (3) apply for or consent to the appointment of a receiver, trustee,
     custodian, sequestrator or similar official for the Company or any such
     Significant Subsidiary or for a substantial part of its property, (4) file
     an answer admitting the material allegations of a petition filed against it
     in any such proceeding, (5) make a general assignment for the benefit of
     creditors, (6) admit in writing its inability or fail generally to pay its
     debts as they become due, (7) take corporate action for the purpose of
     effecting any of the foregoing, or (8) take any comparable action under any
     foreign laws relating to insolvency;
 
          (h) The entry of an order or decree by a court having competent
     jurisdiction for (1) relief with respect to the Company or any of its
     Significant Subsidiaries or a substantial part of any of their property
     under the United States Bankruptcy Code or any other federal or state
     bankruptcy, insolvency, or similar law, (2) the appointment of a receiver,
     trustee, custodian, sequestrator, or similar official for the Company or
     any such Significant Subsidiary or for a substantial part of any of their
     property (except any decree or order appointing such official of any
     Significant Subsidiary pursuant to a plan under which the assets and
     operations of such Significant Subsidiary are transferred to or combined
     with another Significant Subsidiary or Subsidiaries of the Company or to
     the Company), or (3) the winding-up or liquidation of the Company or any
     such Significant Subsidiary (except any decree or order approving or
     ordering the winding-up or liquidation of the affairs of a Significant
     Subsidiary pursuant to a plan under which the assets and operations of such
     Significant Subsidiary are transferred to or combined with another
     Significant Subsidiary or Subsidiaries of the Company or to the Company),
     and such order or decree shall continue unstayed and in effect for 60
     consecutive days, or any similar relief is granted under any foreign laws
     and the order or decree stays in effect for 60 consecutive days;
 
          (i) Any judgment or decree for the payment of money in excess of $20
     million or the United States dollar equivalent thereof at the time is
     entered against the Company or any Subsidiary of the Company by a court of
     competent jurisdiction, which judgment is not covered by insurance, and is
     not discharged and either (1) an enforcement proceeding has been commenced
     by any creditor upon such judgment or decree or (2) there is a period of 60
     days following the entry of such judgment or decree during which such
     judgment or decree is not discharged or waived or the execution thereof
     stayed and, in either case, such default continues for 10 days after the
     date on which written notice specifying such failure and requiring the
     Company to remedy the same shall have been given to the Company by the
     Trustee or to the Company and the Trustee by the holders of at least 25% in
     aggregate principal amount of the Debt Securities of that series at the
     time outstanding; and
 
                                       12
<PAGE>   14
 
          (j) Any other Event of Default provided with respect to Debt
     Securities of that series.
 
An Event of Default with respect to one series of Debt Securities is not
necessarily an Event of Default for another series.
 
     If an Event of Default described in clause (a), (b), (c), (d), (e), (f),
(i) or (j) above occurs and is continuing with respect to any series of Debt
Securities, unless the principal and interest with respect to all the Debt
Securities of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debt Securities of such series then outstanding may declare the principal amount
(or, if Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in such series) of and interest on all the Debt
Securities of such series due and payable immediately. If an Event of Default
described in clause (g) or (h) above occurs, unless the principal and interest
with respect to all the Debt Securities of all series shall have become due and
payable, the principal amount (or, if any series are Original Issue Discount
Debt Securities, such portion of the principal amount as may be specified in
such series) of and interest on all Debt Securities of all series then
outstanding shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holder of Debt
Securities.
 
     If an Event of Default occurs and is continuing, the Trustee shall be
entitled and empowered to institute any action or proceeding for the collection
of the sums so due and unpaid or to enforce the performance of any provision of
the Debt Securities of the affected series or the Indenture, to prosecute any
such action or proceeding to judgment or final decree, and to enforce any such
judgment or final decree against the Company or any other obligor on the Debt
Securities of such series. In addition, if there shall be pending proceedings
for the bankruptcy or reorganization of the Company or any other obligor on the
Debt Securities, or if a receiver, trustee, or similar official shall have been
appointed for its property, the Trustee shall be entitled and empowered to file
and prove a claim for the whole amount of principal, premium, and interest (or,
in the case of Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and
unpaid with respect to the Debt Securities. No holder of any Debt Security or
coupon of any series shall have any right to institute any action or proceeding
upon or under or with respect to the Indenture, for the appointment of a
receiver or trustee, or for any other remedy, unless (a) such holder previously
shall have given to the Trustee written notice of an Event of Default with
respect to Debt Securities of that series and of the continuance thereof, (b)
the holders of not less than 25% in aggregate principal amount of the
outstanding Debt Securities of that series shall have made written request to
the Trustee to institute such action or proceeding with respect to such Event of
Default and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and (c) the Trustee, for 60 days after its receipt of such notice,
request, and offer of indemnity shall have failed to institute such action or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to the provisions of the Indenture.
 
     Prior to the acceleration of the maturity of the Debt Securities of any
series, the holders of a majority in aggregate principal amount of the Debt
Securities of that series at the time outstanding may, on behalf of the holders
of all Debt Securities and any related coupons of that series, waive any past
default or Event of Default and its consequences for that series, except (a) a
default in the payment of the principal, premium or interest with respect to
such Debt Securities or (b) a default with respect to a provision of the
Indenture that cannot be amended without the consent of each holder affected
thereby. In case of any such waiver, such default shall cease to exist, any
Event of Default arising therefrom shall be deemed to have been cured for all
purposes, and the Company, the Trustee and the holders of the Debt Securities of
that series shall be restored to their former positions and rights under the
Indenture.
 
     The Trustee shall, within 90 days after the occurrence of a default known
to it with respect to a series of Debt Securities, give to the holders of the
Debt Securities of such series notice of all uncured defaults with respect to
such series known to it, unless such defaults shall have been cured or waived
before the giving of such notice; provided, however, that except in the case of
default in the payment of principal, premium or interest with respect to the
Debt Securities of such series or in the making of any sinking fund payment with
respect to the Debt Securities of such series, the Trustee shall be protected in
withholding such notice if it in
                                       13
<PAGE>   15
 
good faith determines that the withholding of such notice is in the interest of
the holders of such Debt Securities.
 
MODIFICATION OF THE INDENTURE
 
     The Company and the Trustee may enter into supplemental Indentures without
the consent of the holders of Debt Securities for one or more of the following
purposes:
 
          (a) To evidence the succession of another person to the Company
     pursuant to the provisions of the Indenture relating to consolidations,
     mergers, and sales of assets and the assumption by such successor of the
     covenants, agreements, and obligations of the Company in the Indenture and
     in the Debt Securities;
 
          (b) To surrender any right or power conferred upon the Company by the
     Indenture, to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions for the protection of the holders of
     all or any series of Debt Securities as the Board shall consider to be for
     the protection of the holders of such Debt Securities, and to make the
     occurrence, or the occurrence and continuance, of a default in any of such
     additional covenants, restrictions, conditions, or provisions a default or
     an Event of Default under the Indenture (provided, however, that with
     respect to any such additional covenant, restriction, condition or
     provision, such supplemental Indenture may provide for a period of grace
     after default, which may be shorter or longer than that allowed in the case
     of other defaults, may provide for an immediate enforcement upon such
     default, may limit the remedies available to the Trustee upon such default,
     or may limit the right of holders of a majority in aggregate principal
     amount of any or all series of Debt Securities to waive such default);
 
          (c) To cure any ambiguity or to correct or supplement any provision
     contained in the Indenture, in any supplemental Indenture, or in any Debt
     Securities that may be defective or inconsistent with any other provision
     contained therein, to convey, transfer, assign, mortgage or pledge any
     property to or with the Trustee, or to make such other provisions in regard
     to matters or questions arising under the Indenture as shall not adversely
     affect the interests of any holders of Debt Securities of any series;
 
          (d) To modify or amend the Indenture in such a manner as to permit the
     qualification of the Indenture or any supplemental Indenture under the
     Trust Indenture Act as then in effect;
 
          (e) To add to or change any of the provisions of the Indenture to
     provide that Bearer Securities may be registerable as to principal, to
     change or eliminate any restrictions on the payment of principal or premium
     with respect to Registered Securities or of principal, premium or interest
     with respect to Bearer Securities, or to permit Registered Securities to be
     exchanged for Bearer Securities, so long as any such action does not
     adversely affect the interests of the holders of Debt Securities or any
     coupons of any series in any material respect or permit or facilitate the
     issuance of Debt Securities of any series in uncertificated form;
 
          (f) To comply with the provisions of the Indenture relating to
     consolidations, mergers and sales of assets;
 
          (g) In the case of Subordinated Debt Securities, to make any change in
     the provisions of the Indenture relating to subordination that would limit
     or terminate the benefits available to any holder of Senior Indebtedness
     under such provisions (but only if such holder of Senior Indebtedness
     consents to such change);
 
          (h) To add guarantees with respect to the Debt Securities or to secure
     the Debt Securities;
 
          (i) To make any change that does not adversely affect the rights of
     any holder;
 
          (j) To add to, change or eliminate any of the provisions of the
     Indenture with respect to one or more series of Debt Securities, so long as
     any such addition, change or elimination not otherwise permitted under the
     Indenture shall (1) neither apply to any Debt Security of any series
     created prior to the execution of such supplemental Indenture and entitled
     to the benefit of such provision nor modify the
 
                                       14
<PAGE>   16
 
     rights of the holders of any such Debt Security with respect to such
     provision or (2) become effective only when there is no such Debt Security
     outstanding;
 
          (k) To evidence and provide for the acceptance of appointment by a
     successor or separate Trustee with respect to the Debt Securities of one or
     more series and to add to or change any of the provisions of the Indenture
     as shall be necessary to provide for or facilitate the administration of
     the Indenture by more than one Trustee; and
 
          (l) To establish the form or terms of Debt Securities and coupons of
     any series, as described above under "Description of Debt
     Securities -- General."
 
     With the consent of the holders of a majority in aggregate principal amount
of the outstanding Debt Securities of each series affected thereby, the Company
and the Trustee may from time to time and at any time enter into a supplemental
Indenture for the purpose of adding any provisions to, changing in any manner,
or eliminating any of the provisions of the Indenture or of any supplemental
Indenture or modifying in any manner the rights of the holders of the Debt
Securities of such series; provided, however, that without the consent of the
holders of each Debt Security so affected, no such supplemental Indenture shall
(a) reduce the percentage in principal amount of Debt Securities of any series
whose holders must consent to an amendment, (b) reduce the rate of or extend the
time for payment of interest on any Debt Security or coupon or reduce the amount
of any payment to be made with respect to any coupon, (c) reduce the principal
of or extend the stated maturity of any Debt Security, (d) reduce the premium
payable upon the redemption of any Debt Security or change the time at which any
Debt Security may or shall be redeemed, (e) make any Debt Security payable in a
currency other than that stated in the Debt Security, (f) in the case of any
Subordinated Debt Security or coupons appertaining thereto, make any change in
the provisions of the Indenture relating to subordination that adversely affects
the rights of any holder under such provisions, (g) release any security that
may have been granted with respect to the Debt Securities, (h) make any change
in the provisions of the Indenture relating to waivers of defaults or amendments
that require unanimous consent, (i) change any obligation of the Company
provided for in the Indenture to pay additional interest with respect to Bearer
Securities, or (j) limit the obligation of the Company to maintain a paying
agency outside the United States for payment on Bearer Securities or limit the
obligation of the Company to redeem certain Bearer Securities.
 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
     The Company may not consolidate with or merge with or into any person, or
convey, transfer or lease all or substantially all of its assets, unless the
following conditions have been satisfied:
 
          (a) Either (1) the Company shall be the continuing person in the case
     of a merger or (2) the resulting, surviving or transferee person, if other
     than the Company (the "Successor Company"), shall be a corporation
     organized and existing under the laws of the United States, any State or
     the District of Columbia and shall expressly assume all of the obligations
     of the Company under the Debt Securities and coupons and the Indenture;
 
          (b) Immediately after giving effect to such transaction (and treating
     any indebtedness that becomes an obligation of the Successor Company or any
     subsidiary of the Company as a result of such transaction as having been
     incurred by the Successor Company or such subsidiary at the time of such
     transaction), no Default or Event of Default would occur or be continuing;
 
          (c) The Successor Company waives any right to redeem any Bearer
     Security under circumstances in which the Successor Company would be
     entitled to redeem such Bearer Security but the Company would not have been
     so entitled to redeem if the consolidation, merger, conveyance, transfer,
     or lease had not occurred; and
 
          (d) The Company shall have delivered to the Trustee an officers'
     certificate and an opinion of counsel, each stating that such
     consolidation, merger or transfer complies with the Indenture.
 
                                       15
<PAGE>   17
 
SATISFACTION AND DISCHARGE OF THE INDENTURE; DEFEASANCE
 
     The Indenture shall generally cease to be of any further effect with
respect to a series of Debt Securities if (a) the Company has delivered to the
Trustee for cancellation all Debt Securities of such series (with certain
limited exceptions) or (b) all Debt Securities and coupons of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year, and the Company shall have
deposited with the Trustee as trust funds the entire amount sufficient to pay at
maturity or upon redemption all such Debt Securities and coupons (and, in either
case, the Company shall also pay or cause to be paid all other sums payable
under the Indenture by the Company).
 
     In addition, the Company shall have a "legal defeasance option" (pursuant
to which it may terminate, with respect to the Debt Securities of a particular
series, all of its obligations under such Debt Securities and the Indenture with
respect to such Debt Securities) and a "covenant defeasance option" (pursuant to
which it may terminate, with respect to the Debt Securities of a particular
series, its obligations with respect to such Debt Securities under certain
specified covenants contained in the Indenture). If the Company exercises its
legal defeasance option with respect to a series of Debt Securities, payment of
such Debt Securities may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option with respect to a series of
Debt Securities, payment of such Debt Securities may not be accelerated because
of an Event of Default related to the specified covenants.
 
     The Company may exercise its legal defeasance option or its covenant
defeasance option with respect to the Debt Securities of a series only if (a)
the Company irrevocably deposits in trust with the Trustee cash or U.S.
Government Obligations (as defined in the Indenture) for the payment of
principal, premium and interest with respect to such Debt Securities to maturity
or redemption, as the case may be, (b) the Company delivers to the Trustee a
certificate from a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal and interest when due
and without reinvestment on the deposited U.S. Government Obligations plus any
deposited money without investment will provide cash at such times and in such
amounts as will be sufficient to pay the principal, premium and interest when
due with respect to all the Debt Securities of such series to maturity or
redemption, as the case may be, (c) 123 days pass after the deposit is made and
during the 123-day period no default described in clause (g) or (h) under
"Description of Debt Securities -- Events of Default and Remedies" with respect
to the Company occurs that is continuing at the end of such period, (d) no
Default has occurred and is continuing on the date of such deposit and after
giving effect thereto, (e) the deposit does not constitute a default under any
other agreement binding on the Company and, in the case of Subordinated Debt
Securities, is not prohibited by the provisions of the Indenture relating to
subordination, (f) the Company delivers to the Trustee an opinion of counsel to
the effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940, (g) the Company shall have delivered to the Trustee an opinion of counsel
addressing certain federal income tax matters relating to the defeasance, and
(h) the Company delivers to the Trustee an officers' certificate and an opinion
of counsel, each stating that all conditions precedent to the defeasance and
discharge of the Debt Securities of such series as contemplated by the Indenture
have been complied with.
 
     The Trustee shall hold in trust cash or U.S. Government Obligations
deposited with it as described above and shall apply the deposited cash and the
proceeds from deposited U.S. Government Obligations to the payment of principal,
premium and interest with respect to the Debt Securities and coupons of the
defeased series. In the case of Subordinated Debt Securities and coupons related
thereto, the money and U.S. Government Obligations so held in trust will not be
subject to the subordination provisions of the Indenture.
 
THE TRUSTEE
 
     The Company may appoint a separate Trustee for any series of Debt
Securities. As used herein in the description of a series of Debt Securities,
the term "Trustee" refers to the Trustee appointed with respect to such series
of Debt Securities.
 
                                       16
<PAGE>   18
 
     The Company may maintain banking and other commercial relationships with
the Trustee and its affiliates in the ordinary course of business, and the
Trustee may own Debt Securities.
 
                              DESCRIPTION OF STOCK
 
     The following is a summary of certain features of the Company's stock and
certain provisions of the Company's Certificate of Incorporation, as amended
(the "Certificate of Incorporation") and Bylaws, as amended (the "Bylaws"), and
the Rights Agreement (defined below). This summary does not purport to be
complete and is subject to and is qualified in its entirety by reference to the
Certificate of Incorporation, Bylaws and the Rights Agreement, copies of which
are exhibits to the Registration Statement of which this Prospectus is a part.
See "Available Information."
 
CAPITAL STOCK
 
     The Capital Stock, par value $1.00 per share, is the only class of capital
stock authorized to be issued by the Company. Holders of Capital Stock are
entitled to receive dividends when, as and if declared by the Board out of any
funds legally available therefor and are entitled to one vote per share held on
all matters voted upon by stockholders. Holders of the Capital stock are
entitled upon liquidation to share ratably in the net assets of the Company and
have no preemptive or other rights to subscribe for any other shares or
securities. The Capital Stock is not convertible into any other class of stock,
and there are no redemption or sinking fund provisions with respect to the
Capital Stock.
 
SUPER-MAJORITY VOTE PROVISION
 
     The Company's Certificate of Incorporation provides that, except as
provided below, the affirmative vote of the holders of 95% of all shares of
stock entitled to be voted in an election of directors is required to authorize
a business combination with any other entity which has become the beneficial
owner, directly or indirectly, of more than 30% of the outstanding shares of
such stock. The term "business combination" includes (i) any merger or
consolidation of the Company with or into such other entity, (ii) any sale or
lease of all or any substantial part of the assets of the Company to such other
entity or (iii) any sale or lease by such other entity to the Company or any
subsidiary in exchange for securities of the Company of assets having an
aggregate fair market value of $5,000,000 or more. The term "other entity"
includes any person, any "affiliate" or "associate" of such person (as these
terms are defined in Rule 12b-2, promulgated by the Commission under the
Exchange Act, as in effect on July 1, 1979) and any other person with which such
person or any "affiliate" or "associate" of such person has any agreement,
arrangement or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of the Company's stock. Except as
provided below, the 95% stockholder vote is required even if the other entity
ceases to be a 30% beneficial owner so long as the other entity continues to be
an "affiliate" of the Company.
 
     The 95% stockholder vote for a business combination with such other entity
is not required if certain minimum price and other requirements are satisfied.
The minimum price provisions require that the consideration per share received
by the Company stockholders in the business combination (i) bear the same or a
greater percentage relationship to the market price of the Capital Stock
immediately prior to the announcement of the business combination as the highest
per share price which such other entity paid for any shares of the Capital Stock
already owned by it bears to the market price of the Capital Stock immediately
prior to the commencement of acquisition of the Capital Stock by such other
entity, (ii) be not less than the highest per share price paid for any shares of
the Capital Stock by such other entity and (iii) be not less than the earnings
per share of the Capital Stock for the four prior fiscal quarters multiplied by
the then price/earnings multiple (if any) of such other entity as customarily
computed and reported in the financial community. In the event the Company is
the surviving corporation in the business combination, the consideration per
share received by the stockholders in the business combination is considered to
be the market price of the Capital Stock.
 
     The other requirements that must be satisfied to avoid the 95% stockholder
vote are as follows: First, the other entity must not have received the benefit,
directly or indirectly, of any loans, advances, guarantees,
                                       17
<PAGE>   19
 
pledges or other financial assistance or tax credits provided by the Company or,
without the unanimous approval of the Board, must not have made any major change
in the Company's business or equity capital structure. Second, after having
acquired a 30% interest, the other entity (i) must have taken steps to ensure
continued representation on the Board by "Continuing Directors" (as defined
below) proportionate to the stockholdings of the Company's public stockholders
not affiliated with the other entity, (ii) must have made no reduction in the
rate of dividends payable on the Capital Stock, except as necessary to insure
that a quarterly dividend payment does not exceed 12.5% of the Company's net
income for the four prior fiscal quarters or except as may have been approved by
a unanimous vote of the Board, (iii) must not have acquired any newly issued
shares of stock, directly or indirectly, from the Company (except upon
conversion of convertible securities acquired by it prior to obtaining a 30%
interest or as a result of a pro rata stock dividend or stock split) and (iv)
must not have acquired any additional shares of outstanding Capital Stock or
securities convertible into Capital stock except as part of the transaction
which results in such other entity acquiring its 30% interest. Third, the
business combination must be approved at a meeting of the Company stockholders
from whom proxies are solicited in accordance with the rules of the Commission.
 
     If the minimum price and other requirements are satisfied, the vote
required for authorization of the business combination would be the affirmative
vote of the holders of a majority of the outstanding shares of Capital Stock or
of a majority of the shares of Capital Stock represented at the meeting,
depending upon the nature of the particular business combination and the
requirements of Delaware law applicable to the business combination. No
amendment of the Certificate of Incorporation may change or repeal the
super-majority vote provision without a 95% stockholder vote unless such
amendment would be unanimously recommended to the Company's stockholders by all
of the members of the Board who are "Continuing Directors", in which event the
amendment could be adopted upon the affirmative vote of the holders of a
majority of the outstanding shares of the Capital Stock. "Continuing Directors"
are those members of the Board who were elected by the public stockholders prior
to the time the other entity became a 10% beneficial owner or who were
recommended to succeed a Continuing Director by a majority of the Continuing
Directors.
 
     The super-majority vote provision described above is contained in Article
Fourteenth of the Company's Certificate of Incorporation. The description is
subject in all respects to the provisions of Article Fourteenth.
 
STOCKHOLDER RIGHTS PLAN
 
     On September 28, 1995, the Board declared a dividend distribution of one
Capital Stock Purchase Right (a "Right") for each outstanding share of Capital
Stock. The Rights were issued on October 18, 1995 to stockholders of record on
that date. When exercisable, each Right entitles the registered holder to
purchase from the Company one share of Capital Stock at a price of $50 per share
of Capital Stock, subject to adjustment in certain circumstances (the "Purchase
Price"). The description and terms of the Rights are set forth in a Rights
Agreement, dated as of September 28, 1995 (the "Rights Agreement"), between the
Company and Mellon Securities Trust Company, as Rights Agent (the "Rights
Agent"). The following summary is subject in all respects to the provisions of
the Rights Agreement.
 
     Transfer and Detachment. Until the "Distribution Date", which is the
earlier to occur of (i) ten business days following the time (the "Stock
Acquisition Time") of a public announcement or notice to the Company that a
person or group of affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership (as defined in
the Rights Agreement) of 15% or more of the outstanding shares of Capital Stock,
and (ii) ten business days, or such later date as may be determined by the Board
of Directors, after the date of the commencement or announcement by a person of
an intention to make a tender offer or exchange offer for an amount of Capital
Stock which, together with the shares of such stock already owned by such
person, constitutes 15% or more of the outstanding shares of the Capital Stock,
the Rights will be evidenced, with respect to any Capital Stock certificate
outstanding as of October 18, 1995, by such Capital Stock certificate with a
copy of a Summary of Rights attached thereto. The Rights Agreement provides
that, until the Distribution Date, the Rights will be transferred with and only
with the Capital Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Capital Stock certificates issued after October
18, 1995, upon the transfer or issuance of new shares of Capital Stock, will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption
                                       18
<PAGE>   20
 
or expiration of the Rights), the surrender for transfer of any of the Capital
Stock certificates outstanding as of October 18, 1995, even without a copy of
the Summary of Rights attached thereto, will also constitute the transfer of the
Rights associated with the shares of Capital Stock represented by such
certificate. As long as the Rights are attached to the shares of Capital Stock,
the Company will issue one Right with each share of Capital Stock it issues so
that all shares have attached Rights.
 
     As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Capital Stock as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.
 
     Exercisability. The Rights are not exercisable until the Distribution Date.
The Rights will expire on September 28, 2005 unless earlier redeemed by the
Company.
 
     Right to Acquire Stock at Half Price. In the event that after the Stock
Acquisition Time, the Company is acquired in a merger or other business
combination transaction or 50% or more of the Company's assets, cash flow or
earning power are sold or otherwise transferred, the Rights Agreement provides
that proper provision shall be made so that each holder of a Right, upon the
exercise thereof at the then current exercise price of the Right, shall
thereafter be entitled to receive that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value (as defined in the Rights Agreement) of two times the exercise price of
the Right. In the event that the Company is the surviving corporation of a
merger and the Capital Stock is changed or exchanged, proper provision shall be
made so that each holder of a Right will thereafter have the right to receive
upon exercise that number of shares of common stock of the other party to the
transaction having a market value of two times the exercise price of the Right.
 
     In the event that a person or group becomes an Acquiring Person(otherwise
than pursuant to a tender offer or exchange offer for all outstanding shares of
the Capital Stock at a price and on terms which are determined to be fair and in
the best interests of the Company and its stockholders by a majority of the
members of the Board who are not Acquiring Persons or representatives or
nominees of or affiliated or associated with an Acquiring Person), proper
provision shall be made so that each holder of a Right, other than Rights that
were beneficially owned by the Acquiring Person, which will thereafter be void,
will thereafter have the right to receive upon exercise that number of shares of
Capital Stock having a market value (as defined in the Rights Agreement) of two
times the exercise price of the Right. A person or group will not be deemed to
be an Acquiring Person if the Board determines that such person or group became
an Acquiring Person inadvertently and such person or group promptly divests
itself of a sufficient number of shares of Capital Stock so that such person or
group is no longer an Acquiring Person.
 
     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
 
     Adjustments. The Purchase Price payable and the number of shares of Capital
Stock or other securities or property issuable upon the exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend on or a subdivision, combination or reclassification of the
shares of Capital Stock, (ii) upon the fixing of a record date for the issuance
to holders of Capital Stock of certain rights, options or warrants to subscribe
for shares of Capital Stock or convertible securities at less than the current
market price of shares of Capital Stock or (iii) upon the fixing of a record
date for the making of a distribution to holders of shares of Capital Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
not exceeding 125% of the last regular periodic cash dividend or dividends
payable in shares of Capital Stock) or of subscription rights or warrants (other
than those referred to above). The number of Rights and the number of shares of
Capital Stock issuable upon exercise of each Right are also subject to
adjustment in the case of a stock split, combination or stock dividend on the
shares of Capital Stock prior to the Distribution Date.
 
     With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional shares of Capital Stock will be issued and, in
lieu thereof, an adjustment in cash will be made based on the market value of
shares of Capital Stock on the last trading date prior to the date of exercise.
 
                                       19
<PAGE>   21
 
     Redemption or Exchange. At any time prior to the earlier of (i) the Stock
Acquisition Time and (ii) September 28, 2005, the Company, by resolution of the
Board, may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon the action by the Board to
elect to redeem the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
 
     At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person of 50% or more of the outstanding Capital Stock, the
Board may exchange the Rights (other than Rights beneficially owned by such
person which have become void), in whole or in part, for Capital Stock at an
exchange ratio of one share of Capital Stock per Right (subject to adjustment).
The Company may at its option substitute shares of any substantially similar
equity security of the Company for some or all of the shares of Capital Stock
exchangeable for Rights, at an exchange ratio of one share of such equity
security for each share of Capital Stock to be exchanged.
 
     Amendment. The Rights and the Rights Agreement can be amended by the Board
in any respect (including, without limitation, any extension of the period in
which the Right Certificates may be redeemed) at any time prior to the Stock
Acquisition Time. From and after such time, without the approval of the
Company's stockholders or the holders of the Rights, the Board may only
supplement or amend the Rights Agreement in order (i) to cure any ambiguity,
(ii) to correct or supplement any provision contained in the Rights Agreement
which may be defective or inconsistent with any other provision in the Rights
Agreement, (iii) to shorten or lengthen any time period under the Rights
Agreement or (iv) to make any changes or supplements which the Company may deem
necessary or desirable which shall not adversely affect the interests of the
holders of Right Certificates (other than an Acquiring Person or an affiliate or
associate of any such person), provided that any such action by the Board must
have the concurrence of a majority of the Continuing Directors (as defined in
the Rights Agreement) and provided that the Continuing Directors constitute a
majority of directors then in office, and provided that the Rights Agreement may
not be supplemented or amended to lengthen (A) a time period relating to when
the Rights may be redeemed or to modify the ability (or inability) of the Board
to redeem the Rights, in either case at such time as the Rights are not then
redeemable or (B) any other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights of or the benefits to
the holders of Rights (other than an Acquiring Person or an affiliate or
associate of any such person).
 
SECTION 203 OF DELAWARE GENERAL CORPORATION LAW
 
     The super-majority vote provision and the stockholder rights plan described
above may be considered as having an antitakeover effect. Effective February 2,
1988, a new Section 203 of the Delaware General Corporation Law entitled
"Business Combinations with Interested Stockholders" was enacted which also
could be considered as having such an effect. However, the Company, by an
amendment to the Company's Bylaws adopted by its Board of Directors on March 31,
1988, elected not to be governed by the new Section 203.
 
                            DESCRIPTION OF WARRANTS
 
     The Company may issue Warrants for the purchase of Debt Securities or
Capital Stock. Warrants may be issued independently or together with Debt
Securities or Capital Stock offered by any Prospectus Supplement and may be
attached to or separate from any such Offered Securities. Each series of
Warrants will be issued under a separate warrant agreement (a "Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as warrant agent (the "Warrant Agent"). The Warrant Agent will act solely as an
agent of the Company in connection with the Warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of Warrants. The following summary of certain provisions of
the Warrants does not purport to be complete and is subject to, and qualified in
its entirety by reference to, the provisions of the Warrant Agreement that will
be filed with the SEC in connection with the offering of such Warrants.
 
                                       20
<PAGE>   22
 
DEBT WARRANTS
 
     The Prospectus Supplement relating to a particular issue of Debt Warrants
will describe the terms of such Debt Warrants, including the following: (a) the
title of such Debt Warrants; (b) the offering price of such Debt Warrants, if
any; (c) the aggregate number of such Debt Warrants; (d) the designation and
terms of the Debt Securities purchasable upon exercise of such Debt Warrants;
(e) if applicable, the designation and terms of the Debt Securities with which
such Debt Warrants are issued and the number of such Debt Warrants issued with
each such Debt Security; (f) if applicable, the date from and after which such
Debt Warrants and any Debt Securities issued therewith will be separately
transferable; (g) the principal amount of Debt Securities purchasable upon
exercise of a Debt Warrant and the price at which such principal amount of Debt
Securities may be purchased upon exercise (which price may be payable in cash,
securities, or other property); (h) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire; (i)
if applicable, the minimum or maximum amount of such Debt Warrants that may be
exercised at any one time; (j) whether the Debt Warrants represented by the Debt
Warrant certificates or Debt Securities that may be issued upon exercise of the
Debt Warrants will be issued in registered or bearer form; (k) information with
respect to book-entry procedures, if any; (l) the currency or currency units in
which the offering price, if any, and the exercise price are payable; (m) if
applicable, a discussion of material United States federal income tax
considerations; (n) the antidilution provisions of such Debt Warrants, if any;
(o) the redemption or call provisions, if any, applicable to such Debt Warrants;
and (p) any additional terms of the Debt Warrants, including terms, procedures,
and limitations relating to the exchange and exercise of such Debt Warrants.
 
CAPITAL STOCK WARRANTS
 
     The Prospectus Supplement relating to any particular issue of Capital Stock
Warrants will describe the terms of such Warrants, including the following: (a)
the title of such Warrants; (b) the offering price for such Warrants, if any;
(c) the aggregate number of such Warrants; (d) the designation and terms of the
Capital Stock purchasable upon exercise of such Warrants; (e) if applicable, the
designation and terms of the Offered Securities with which such Warrants are
issued and the number of such Warrants issued with each such Offered Security;
(f) if applicable, the date from and after which such Warrants and any Offered
Securities issued therewith will be separately transferable; (g) the number of
shares of Capital Stock purchasable upon exercise of a Warrant and the price at
which such shares may be purchased upon exercise (which price may be payable in
cash, securities, or other property); (h) the date on which the right to
exercise such Warrants shall commence and the date on which such right shall
expire; (i) if applicable, the minimum or maximum amount of such Warrants that
may be exercised at any one time; (j) the currency or currency units in which
the offering price, if any, and the exercise price are payable; (k) if
applicable, a discussion of material United States federal income tax
considerations; (l) the antidilution provisions of such Warrants, if any; (m)
the redemption or call provisions, if any, applicable to such Warrants; and (n)
any additional terms of the Warrants, including terms, procedures, and
limitations relating to he exchange and exercise of such Warrants.
 
                              PLAN OF DISTRIBUTION
 
     The Company may sell the Offered Securities in or outside the United States
through underwriters, brokers or dealers, directly to one or more purchasers, or
through agents. The Prospectus Supplement with respect to the Offered Securities
will set forth the terms of the offering of the Offered Securities, including
the name or names of any underwriters, dealers or agents, the purchase price of
the Offered Securities and the proceeds to the Company from such sale, any
delayed delivery arrangements, any underwriting discounts and other items
constituting underwriters' compensation, the initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers, and any
securities exchanges on which the Offered Securities may be listed.
 
     If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered
 
                                       21
<PAGE>   23
 
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Securities will be named in the
Prospectus Supplement relating to such offering, and if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement relating thereto, the obligations of the underwriters or
agents to purchase the Offered Securities will be subject to conditions
precedent and the underwriters will be obligated to purchase all the Offered
Securities if any are purchased. The initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
 
     During and after a sale, the underwriters may purchase and sell the Offered
Securities in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions
created in connection with the sale. The underwriters may also impose a penalty
bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the Offered Securities sold in the sale for their
account may be reclaimed by the syndicate if such Offered Securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Offered Securities, which may be higher than the price that might otherwise
prevail in the open market, and, if commenced, may be discontinued at any time.
 
     The Company may also sell the Offered Securities pursuant to one or more
standby agreements with one or more underwriters in connection with the call for
redemption of a specified class or series of any securities of the Company or
any subsidiary of the Company. In such a standby agreement, the underwriter or
underwriters would agree either (a) to purchase from the Company up to the
number of shares of Capital Stock that would be issuable upon conversion of all
of the shares of such class or series of securities of the Company or its
subsidiary at an agreed price per share of Capital Stock or (b) to purchase from
the Company up to a specified dollar amount of Offered Securities at an agreed
price per Offered Security which price may be fixed or may be established by
formula or other method and which may or may not relate to market prices of the
Capital Stock or any other security of the Company then outstanding. The
underwriter or underwriters would also agree, if applicable, to convert into
Capital Stock or other security of the Company any securities of such class or
series held or purchased by the underwriter or underwriters. The underwriter or
underwriters may assist in the solicitation of conversions by holders of such
class or series of securities.
 
     If dealers are used in the sale of Offered Securities with respect to which
this Prospectus is delivered, the Company will sell such Offered Securities to
the dealers as principals. The dealers may then resell such Offered Securities
to the public at varying prices to be determined by such dealers at the time of
resale. The name of the dealers and the terms of the transaction will be set
forth in the Prospectus Supplement relating thereto.
 
     Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time at fixed prices, which may be
changed, or at varying prices determined at the time of sale. Any agent involved
in the offer or sale of the Offered Securities with respect to which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its appointment.
 
     In connection with the sale of the Offered Securities, underwriters or
agents may receive compensation from the Company or from purchasers of Offered
Securities for whom they may act as agents in the form of discounts,
concessions, or commissions. Underwriters, agents and dealers participating in
the distribution of the Offered Securities may be deemed to be underwriters, and
any discounts or commissions received by them from the Company and any profit on
the resale of the Offered Securities by them may be deemed to be underwriting
discounts or commissions under the Securities Act.
 
     If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those
                                       22
<PAGE>   24
 
conditions set forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such contracts.
 
     Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that such agents, dealers, or underwriters may be
required to make with respect thereto. Agents, dealers, and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
 
     The Offered Securities may or may not be listed on a national securities
exchange. No assurances can be given that there will be a market for the Offered
Securities.
 
                                    EXPERTS
 
     The consolidated financial statements and related schedule of the Company
included in the Company's annual report on Form 10-K for the year ended December
31, 1997, incorporated by reference herein and in the Registration Statement
have been audited by Coopers & Lybrand L.L.P., independent accountants, to the
extent and for the periods indicated in their reports, and have been
incorporated by reference herein and in the Registration Statement in reliance
upon the authority of that firm as experts in accounting and auditing.
 
                                 LEGAL MATTERS
 
     The legality of the Offered Securities will be passed upon for the Company
by Vinson & Elkins L.L.P., Dallas, Texas, or by such other firm as may be named
in the Prospectus Supplement relating to a particular issue of Offered
Securities, and for any underwriters or agents by a firm named in the Prospectus
Supplement relating to a particular issue of Offered Securities.
 
                                       23
<PAGE>   25
 
------------------------------------------------------
                          ------------------------------------------------------
------------------------------------------------------
                          ------------------------------------------------------
 
     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN A PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT ANY INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
 
                             ---------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information.................    2
Incorporation by Reference............    2
The Company...........................    3
Use of Proceeds.......................    4
Ratio of Earnings to Fixed Charges....    4
Description of Debt Securities........    5
Description of Stock..................   17
Description of Warrants...............   20
Plan of Distribution..................   21
Experts...............................   23
Legal Matters.........................   23
</TABLE>
 
                                DEBT SECURITIES
                                 CAPITAL STOCK
                                    WARRANTS
 
                               -----------------
 
                                   PROSPECTUS
                               -----------------
 
                                          , 1998
 
------------------------------------------------------
                          ------------------------------------------------------
------------------------------------------------------
                          ------------------------------------------------------
<PAGE>   26
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, which will be
borne by the Company:
 
<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $121,212
Printing, engraving and duplicating expenses................    20,000
Legal fees and expenses.....................................    12,000
Blue sky fees and expenses (including legal fees)...........     *
Accounting fees and expenses................................    50,000
Rating agency fees..........................................     *
Trustee and transfer agent fees (including legal fees)......     *
Miscellaneous expenses (including listing fees, if
  applicable)...............................................    20,000
                                                              --------
          Total.............................................  $223,212
                                                              ========
</TABLE>
 
---------------
 
* Not applicable.
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Certificate of Incorporation of the Company provides that, to the
fullest extent that the law of the State of Delaware, as the same exists or may
hereafter be amended, permits elimination of the personal liability of
directors, no director of the Company shall be personally liable to the Company
or to its stockholders for monetary damages for breach of fiduciary duty as a
director. The DGCL permits a corporation's certificate of incorporation to
provide that no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for any breach of his or
her fiduciary duty as a director; provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of a
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit.
 
     The Certificate of Incorporation of the Company also provides, in general,
that the Company shall indemnify its officers and directors against reasonable
expenses and any liability paid or incurred by such person in connection with
any actual or threatened claim, action, suit or proceeding, civil, criminal,
administrative, investigative or other, whether brought by or in the right of
the Company or otherwise, in which he or she may be involved, as a party or
otherwise, by reason of such person being or having been a director or officer
of the Company or by reason of the fact that such person is or was serving at
the request of the Company as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity, except as prohibited by law. Section 145
of the DGCL provides, in general, that each director and officer of a
corporation may be indemnified against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he or she is involved by reason of the
fact the he or she is or was a director or officer if he or she acted in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe that his
or her conduct was unlawful. If the legal proceeding, however, is by or in the
right of the corporation, the director or officer may not be indemnified in
respect of any claim, issue or matter as to which he or she shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation unless a court determines otherwise.
 
     In addition, the Certificate of Incorporation of the Company provides that
the Company may purchase and maintain insurance to protect itself and any
director or officer entitled to indemnification pursuant to the
 
                                      II-1
<PAGE>   27
 
Certificate of Incorporation. Accordingly, the Company carries directors and
officers liability coverage which is subject to certain limitations and
exclusions.
 
     The Company has entered into an Indemnification and Insurance Agreement
with each of its directors (the "Indemnification and Insurance Agreements").
These agreements provide that the Company must, within 30 days of a request,
indemnify an officer or director for liabilities incurred to the fullest extent
permitted by the DGCL. The Company must, within two days of a request, indemnify
an officer or director for expenses incurred in the defense of a claim or other
proceeding. The obligation of the Company to provide the indemnification does
not apply if, before the date on which the Company must provide the
indemnification, the Company's board of directors, or a representative chosen by
the board of directors, concludes that indemnification would be improper under
the DGCL. It is the position of the Commission that indemnification of directors
and officers for liability under the Securities Act is against public policy and
unenforceable pursuant to Section 14 of the Securities Act.
 
     The preceding discussion of the registrant's Certificate of Incorporation,
Section 145 of the DGCL, and the Indemnification and Insurance Agreements is not
intended to be exhaustive and is qualified in its entirety by the Certificate of
Incorporation, Section 145 of the DGCL and the Indemnification and Insurance
Agreements.
 
                                      II-2
<PAGE>   28
 
ITEM 16. EXHIBITS
 
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
          1.1*           -- Underwriting Agreement.
          3.1**          -- Composite Certificate of Incorporation (filed as Exhibit
                            3 to the Company's Quarterly Report on Form 10-Q for the
                            quarter ended June 30, 1996, and incorporated herein by
                            reference).
          3.2            -- Bylaws, as amended to July 25, 1996 (filed as Exhibit 3
                            to the Company's Quarterly Report on Form 10-Q for the
                            quarter ended September 30, 1996, and incorporated herein
                            by reference).
          4.1            -- Rights Agreement, dated as of September 28, 1995, between
                            the Company and Mellon Securities Trust Company, as
                            Rights Agent (filed as Exhibit 1 to the Company's Current
                            Report on Form 8-K dated October 20, 1995, and
                            incorporated herein by reference).
          4.2**          -- Form of Certificate of Capital Stock, par value $1.00 per
                            share, of the Company.
          4.3**          -- Form of Indenture between the Company and one or more
                            commercial banks to be named, as trustee.
          4.4*           -- Form of Senior Debt Security.
          4.5*           -- Form of Subordinated Debt Security.
          4.6*           -- Form of Warrant Agreement.
          4.7*           -- Form of Warrant Certificate.
          5.1**          -- Opinion of Vinson & Elkins L.L.P.
         12.1**          -- Computation of Ratio of Earnings to Fixed Charges.
         23.1**          -- Consent of Coopers & Lybrand L.L.P.
         23.2**          -- Consent of Vinson & Elkins L.L.P. (included in the
                            opinion filed as Exhibit 5.1).
         24.1+           -- Powers of Attorney.
         25.1*           -- Form T-1 Statement of Eligibility under the Trust
                            Indenture Act of 1939 of trustee.
</TABLE>
 
---------------
 
 * To be filed.
 
** Filed herewith.
 
 + Previously filed.
 
                                      II-3
<PAGE>   29
 
ITEM 17. UNDERTAKINGS
 
     The undersigned Registrant hereby undertakes:
 
          (a) 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;
 
             (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. Notwithstanding the foregoing, any
        increase or decrease in the volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high and of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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 (a)(i) and (a)(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 by the registrant
     pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
     by reference in the Registration Statement.
 
          (b) That, for the purpose of determining any liability under the
     Securities 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.
 
          (c) 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.
 
     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement 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.
 
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth or described in Item 15 of this
Registration Statement, 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 Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-4
<PAGE>   30
 
     The undersigned Registrant hereby undertakes that:
 
          (a) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.
 
          (b) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus 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.
 
     The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act (the "Trust Indenture Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
 
                                      II-5
<PAGE>   31
 
                                   SIGNATURES
 
     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-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Irving, Texas, on the 9th day of April, 1998.
 
                                            QUAKER STATE CORPORATION
 
                                            By:     /s/ HERBERT M. BAUM
                                              ----------------------------------
                                                       Herbert M. Baum
                                                  Chairman of the Board and
                                                   Chief Executive Officer
 
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                      CAPACITY                    DATE
                      ---------                                      --------                    ----
<C>                                                      <S>                                 <C>
 
                 /s/ HERBERT M. BAUM                     Chairman of the Board, Chief        April 9, 1998
-----------------------------------------------------      Executive Officer and Director
                   Herbert M. Baum                         (Principal Executive Officer)
 
                          *                              Vice Chairman, Chief Financial      April 9, 1998
-----------------------------------------------------      Officer and Director
                  Conrad A. Conrad                         (Principal Financial Officer)
 
                          *                              Vice President and Controller       April 9, 1998
-----------------------------------------------------      (Principal Accounting Officer)
                 Keith S. Krzeminski
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                    John D. Barr
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                 Leonard M. Carroll
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                 J. Taylor Crandall
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                    Laurel Cutler
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
               C. Frederick Fetterolf
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                  Thomas A. Gardner
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                  F. William Grube
</TABLE>
 
                                      II-6
<PAGE>   32
 
<TABLE>
<CAPTION>
                      SIGNATURE                                      CAPACITY                    DATE
                      ---------                                      --------                    ----
<C>                                                      <S>                                 <C>
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                 Forrest R. Haselton
 
                                                         Director                            April 9, 1998
-----------------------------------------------------
                     Kenneth Lee
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                   L. David Myatt
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                Raymond A. Ross, Jr.
 
                          *                              Director                            April 9, 1998
-----------------------------------------------------
                   Lorne R. Waxlax
 
              *By: /s/ HERBERT M. BAUM                                                       April 9, 1998
   -----------------------------------------------
                   Herbert M. Baum
                  Attorney-in-Fact
</TABLE>
 
                                      II-7
<PAGE>   33
 
                               INDEX TO EXHIBITS
 
<TABLE>
 
<C>                                                      <S>                              <C>
</TABLE>
 
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
          4.2            -- Form of Certificate of Capital Stock, par value $1.00 per
                            share, of the Company.
          4.3            -- Form of Indenture between the Company and one or more
                            commercial banks to be named, as trustee.
          5.1            -- Opinion of Vinson & Elkins L.L.P.
         12.1            -- Computation of Ratio of Earnings to Fixed Charges.
         23.1            -- Consent of Coopers & Lybrand L.L.P.
         23.2            -- Consent of Vinson & Elkins L.L.P. (to be included in the
                            opinion to be filed as Exhibit 5.1).
</TABLE>