BRIEFCASE SHELL TO BUY UP MOTOR OIL GIANT.

Byline: - From Staff and Wire Reports

HOUSTON - Shell Oil signed a definitive agreement to acquire Pennzoil-Quaker State Co. for $1.8 billion in cash, the company said Monday.

The deal calls for Shell, a unit of Royal Dutch Petroleum Co., to pay $22 per share in cash, and the assumption of $1.1 billion of debt.

Shell said Monday that the deal, which has already been approved by Houston-based Pennzoil-Quaker State's board of directors, is expected to be completed during second half of 2002. The deal is subject to regulatory and shareholder approval, both companies said.

The $22 a share price is a premium of nearly 42 percent compared to Pennzoil-Quaker State's Friday closing price of $15.49.

In trading Monday on the New York Stock Exchange, shares of Royal Dutch were down $1 to close at $52.80. Shares of Pennzoil were unchanged.

Pennzoil-Quaker State is the United States' biggest maker of motor oil, including Pennzoil and Quaker State. It also owns the nation's biggest group of oil-changer stores, Jiffy Lube, which has 2,150 locations across the United States.

Regulators end probe into eBay

SAN JOSE - Federal antitrust regulators have closed an inquiry into eBay Inc.'s conduct toward firms that aggregate auction listings, the company said Monday.

The investigation stemmed from a suit the online auction giant filed in December 1999 against Bidder's Edge, which let its customers monitor multiple auction sites simultaneously.

Shortly after the lawsuit was filed, the Justice Department's antitrust division requested documents related to the case and eBay's licensing program with other aggregators.

``The division has closed its investigation without taking action against us,'' eBay said in an annual filing Monday with the Securities and Exchange Commission.

Justice Department spokeswoman Gina Talamona declined to comment.

Hewlett pledges to heed voters

WASHINGTON - Dissident Hewlett-Packard Co. director Walter B. Hewlett said Monday he will throw his support behind the company's merger with Compaq Computer Corp. if a tally of shareholder votes shows support for the deal.

Hewlett, son of company's co-founder William Hewlett, said as a board member and a shareholder, he is obligated to do everything he can to make the merger work.

``If it goes through, then it would have been the will of the shareholders'' to have a merger, said Hewlett, speaking before a group of pension fund managers at the Council of Institutional Investors' semiannual conference.

But Hewlett, who has a stake of more than 5 percent in the company, isn't admitting defeat. He maintained during his speech that the outcome of last week's shareholder vote on HP's plan to merge with Compaq is still unknown, even though HP Chief Executive Officer Carly Fiorina has declared victory.

Ford CFO sees break-even year

DETROIT - Ford Motor Co.'s chief financial officer on Monday reaffirmed that the automaker would show a loss in the first quarter, but said Ford was on track to break even for the year.

``I'm not going to disagree with the overall analysts' interpretation of where we are in the first quarter,'' Martin Inglis said in addressing Morgan Stanley's annual automotive conference. ``But I would see us getting to some form of profitability in the second half of the year.''

A consensus of analysts polled by Thomson Financial/First Call estimated Ford would lose 14 cents a share in the first quarter and be up slightly at 15 cents a share for the year.

But Ford spokesman David Reuter said the automaker is proceeding cautiously and ``still forecasting to break even.''