SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
(Amendment No. 5)
Solicitation/Recommendation Statement Under Section 14(d)(4) of the
Securities Exchange Act of 1934
QUIXOTE CORPORATION
(Name of Subject Company)
QUIXOTE CORPORATION
(Name of Person Filing Statement)
Common Stock, $0.01-2/3 par value per share
(including the associated Series C Junior Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
749056107
(CUSIP Number of Class of Securities)
Joan R. Riley
Vice President, General Counsel and Secretary
35 East Wacker Drive
11
th
Floor
Chicago, Illinois 60601
(312) 467-6755
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
Anne Hamblin Schiave, Esq.
Michael J. Boland, Esq.
Holland & Knight LLP
131 S. Dearborn
30
th
Floor
Chicago, Illinois 60603
(312) 263-3600
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
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TABLE OF CONTENTS
This Amendment No. 5 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed by Quixote Corporation, a Delaware corporation
(“Quixote”), with the Securities and Exchange Commission (“SEC”) on January 7, 2010, as amended by
Amendment No. 1 filed on January 15, 2010, Amendment No. 2 filed January 19, 2010, Amendment No. 3
filed January 22, 2010 and Amendment No. 4 filed on January 29, 2010 (as so amended, and as further
amended hereby, the “Schedule 14D-9”), relating to the offer (the “Offer”) by THP Merger Co., a
Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Trinity Industries, Inc., a
Delaware corporation (“Trinity”), as set forth in a Tender Offer Statement filed by Trinity and
Purchaser on Schedule TO, dated and filed with the SEC January 7, 2010, as amended by Amendment
No. 1 filed on January 15, 2010, Amendment No. 2 filed on January 21, 2010 and Amendment No. 3
filed on January 29, 2010 and Amendment No. 4 filed on February
5, 2010 (as previously filed with the SEC, the “Schedule TO”), to purchase all
outstanding shares of common stock, par value $0.01-2/3 per share (the “Shares”), of Quixote, at a
purchase price of $6.38 per Share, net to the holder thereof in cash, without interest, but subject
to any applicable tax withholding, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated January 7, 2010, and in the related Letter of Transmittal, copies of which
are filed with the Schedule 14D-9 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Any
capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such
terms in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated into this Amendment No. 5 by reference,
except that such information is hereby amended to the extent specifically provided herein.
This Amendment No. 5 is being filed to reflect certain updates as reflected below.
Item 8. Additional Information
.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following text
immediately before the subsection thereof entitled “Cautionary Note Regularly Forward-Looking
Statements”:
Exemption of Alexander Capital Acquisition Under NOL Rights Plan
. Upon the filing of a Schedule 13G
with the SEC on January 29, 2010, Quixote became aware that Alexander Capital Advisors, LLC had
acquired beneficial ownership of 708,575 shares of Quixote common stock, representing 7.6% of
Quixote’s outstanding common stock, which acquisition could trigger the exercisability and
distribution of the rights under the Rights Plan unless, among other things, such acquisition is
determined to be an exempt transaction for purposes of the Rights Plan.
After reviewing the effects of Alexander Capital Advisors, LLC’s acquisition, Quixote’s obligations
under the merger agreement and the status of the Rights Plan generally, in accordance with the
authority given it under the Rights Plan, the Board of Directors of the Company on February 2, 2010
made a determination that the acquisition of the Shares by Alexander Capital Advisors as reported
in the Schedule 13G filing on January 29, 2010 should be treated as an “Exempt Transaction” under
the Rights Plan and, consequently, such acquisition does not trigger the exercisability and
distribution of the rights under the Rights Plan.
Expiration of the Offer
The Offer
and withdrawal rights expired at 12:00 midnight, New York
City time on Thursday, February 4, 2010. BNY Mellon Shareowner Services, the depositary for the
Offer (the “Depositary”), has advised that, as of the expiration time, an aggregate of
approximately
8,155,248
Shares (including approximately 87,689
Shares subject to guaranteed
delivery procedures) were validly tendered and not withdrawn,
representing approximately 87.37% of
the total outstanding Shares. In total, taking into account the Shares tendered to Purchaser in the tender offer and the
404,700 Shares already held by Purchaser, Purchaser holds 8,559,948 Shares, representing
approximately 91.71% of the total outstanding Shares. Therefore the Minimum Condition has been satisfied.
All Shares that were validly tendered and not properly withdrawn have been accepted for purchase by
Purchaser. Purchaser will promptly pay for such Shares at the Offer Price of $6.38 per Share.
Pursuant to the Merger Agreement and upon Purchaser’s acceptance for payment of all Shares validly
tendered and not properly withdrawn prior to the expiration of the Offer, Purchaser became entitled
to designate for appointment or election to the Board a number of directors that is proportionate
to the percentage of Shares then beneficially owned by Purchaser and its affiliates. Such
designees, together and following their appointment or election to the Board, will constitute a
majority of the Board.
All Shares validly tendered and not properly withdrawn (including Shares tendered to the depositary
pursuant to the Offer’s guaranteed delivery procedure) have been accepted for payment and will be
promptly paid in accordance with the terms and conditions of the Offer and applicable law.
Parent intends to promptly effect a short-form merger under Delaware law, upon the terms and
subject to the conditions set forth in the Merger Agreement, and, as a result, Quixote will become
a direct, wholly-owned subsidiary of Parent.
As a result of the Merger, any Shares not tendered and accepted for payment in the Offer (other
than Shares held (i) in the treasury of Quixote or by Quixote’s subsidiaries, Parent or the
Purchaser, which Shares shall be cancelled and shall cease to exist or (ii) by stockholders who
validly exercise appraisal rights under Delaware law with respect to such Shares) will be cancelled
and converted into the right to receive the same $6.38 in cash per Share, without interest thereon
and less any applicable withholding taxes, that was paid in the Offer.
Following the merger, the Shares will cease to be traded on the NASDAQ Global Market.
On February 5, 2010, Trinity issued a press release announcing the results of the Offer, a copy of
which is filed as Exhibit (a)(5)(vii) to this Statement and is incorporate herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby supplemented by adding the following exhibits:
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Exhibit
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Item
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(a) (5)(vii)
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Press Release issued by Trinity on
February 5, 2010 (incorporated herein by
reference to Exhibit (a)(5)(K) to the
Amendment No. 4 to Schedule TO of Trinity
and Purchaser filed on February 5, 2010).
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