<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment to Application or Report Filed
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
QUIXOTE CORPORATION
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(Exact name of registrant as specified in its charter)
Amendment No.1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
dated and originally filed March 4, 1996 as set forth in the pages attached
hereto:
Item 7. Financial Statements and Exhibits
The financial statements identified in Item 7 and attached hereto are hereby
filed with the Commission in accordance with the above-referenced item.
<PAGE>
Item 7. Financial Statements and Exhibits
(b)(1) Pro forma financial information. The pro forma financial
information required pursuant to Article 11 of Regulation S-X is submitted
as Appendix A to this Report.
(c) Exhibits. The following exhibits are filed with this report:
2.1 Agreement for Purchase and Sale dated February 13, 1996 between
Stenograph Acquisition Corp., IIS Acquisition Corp. and Pettibone
Corporation, and Quixote Corporation, Stenograph Corporation, Legal
Technologies, Inc., Legal Technologies Limited, and Integrated Information
Services (incorporated by reference to the identically numbered exhibit to
the Form 8-K filed by the registrant on March 4, 1996).
2.2 Agreement for Purchase and Sale dated January 25, 1996 by and among
Stenograph Corporation and LSI Acquisition, Inc. (incorporated by reference
to the identically numbered exhibit to the Form 8-K filed by the registrant
on March 4, 1996).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUIXOTE CORPORATION
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Date: May 1, 1996 /s/ Myron R. Shain
- -------------------- --------------------
By: Myron R. Shain
Its: Executive Vice
President-Finance
<PAGE>
APPENDIX A
PRO FORMA FINANCIAL STATEMENTS
INTRODUCTION
The following unaudited pro forma consolidated statements of operations for
the year ended June 30, 1995 and for the six months ended December 31, 1995
and the unaudited pro forma consolidated statements of financial position
as of June 30,1995 and December 31, 1995 give effect to the discontinuance of
the Company's Legal Technologies, Inc. segment. On February 16, 1996 the
Company sold certain assets and liabilities of Stenograph Corporation,
including its Integrated Information Services, Inc. (IIS) division for
$7,000,000 in cash to Pettibone Corporation. Under the terms of the
agreement, the Company retained certain assets and liabilities including net
deferred tax assets and certain liabilities including certain litigation.
The proceeds received were used to retire a portion of the Company's debt
under its revolving credit facility.
On January 26, 1996 the Company sold certain assets of the Litigation
Sciences, Inc. (LSI) division of Stenograph Corporation for the assumption
of certain liabilities of LSI. The Company retained LSI's accounts
receivable and liabilities under various lease obligations.
The pro forma information is based upon the historical financial statements
of the Company giving effect to the dispositions described above and
adjustments described in the accompanying notes to the unaudited pro forma
financial statements.
The unaudited pro forma consolidated financial statements have been prepared
by the management of the Company based upon the assumptions outlined in the
accompanying notes and may not be indicative of the results that actually
would have occurred if the dispositions had occurred on the particular dates
noted on each pro forma consolidated financial statement. The pro forma
consolidated financial statements should be read in conjunction with the
related notes contained elsewhere herein.
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1995
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma ProForma
Historical Adjustments Combined
----------- ------------- -----------
<S> <C> <C> <C>
Net sales..........................$ 185,411 $ (51,593)(1) $ 133,818
Cost of sales...................... 123,802 (36,137)(2) 87,665
------------ ------------ -----------
Gross profit....................... 61,609 (15,456) 46,153
Selling & administrative expenses.. 44,715 (19,111)(3) 25,604
Research & development expenses.... 3,434 (1,882)(4) 1,552
------------ ------------ -----------
48,149 (20,993) 27,156
------------ ------------ -----------
Operating profit................... 13,460 5,537 18,997
------------ ------------ -----------
Other income (expenses):
Interest income.................. 396 (85)(5) 311
Interest expense................. (4,093) 1,407 (6) (2,686)
Other............................ (588) 690 (7) 102
------------ ------------ -----------
(4,285) 2,012 (2,273)
------------ ------------ -----------
Earnings from continuing operations
before income taxes.............. 9,175 7,549 16,724
Provisions for income taxes........ 3,225 1,217 (8) 4,442
------------ ------------ -----------
Earnings from continuing
operations....................... 5,950 6,332 12,282
Loss from discontinued operations
(net of tax)..................... (10,600)(9) (10,600)
------------ ------------ -----------
Net earnings.......................$ 5,950 $ (4,268) $ 1,682
============ ============ ===========
Per share data:
Earnings from continuing
operations.......................$ 0.73 $ .79 $ 1.52
Loss from discontinued operations.. (1.31) (1.31)
------------ ------------ -----------
Net earnings (loss)................$ 0.73 $ (.52) $ .21
============ ============ ===========
Average number of common shares
outstanding...................... 8,100 8,100 8,100
============ ============ ===========
<FN>
See the accompanying explanation of adjustments to the unaudited pro forma
financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1995
EXPLANATION OF PRO FORMA ADJUSTMENTS:
(1) To eliminate sales associated with the Legal Technologies, Inc. segment.
(2) To eliminate cost of sales related to the sales adjustment above.
(3) To eliminate the selling and administrative expenses associated with the
Legal Technologies, Inc. segment.
(4) To eliminate the research and development expenses associated with the
Legal Technologies, Inc. segment.
(5) To eliminate interest income associated with the Legal Technologies,
Inc. segment.
(6) To record a reduction in interest expenses associated with the
utilization of proceeds received from the disposition along with the cash
saved ("excess cash") from funding Legal Technologies, Inc. segment.
Interest rates used in the computation of the reduction in interest expense
approximated the actual rates in effect on the debt assumed to be retired
with the excess cash as of the beginning of the twelve months ended
June 30, 1995.
(7) To eliminate other income (expenses) associated with the Legal
Technologies, Inc. segment.
(8) To eliminate state and federal income tax associated with the Legal
Technologies, Inc. segment.
(9) To adjust the loss on disposition as if the disposition had occured
on July 1, 1994.
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Combined
----------- ----------- -----------
<S> <C> <C> <C>
Net sales..........................$ 88,699 $ (14,989)(1) $ 73,710
Cost of sales...................... 60,250 (7,968)(2) 52,282
------------ ------------ -----------
Gross profit....................... 28,449 (7,021) 21,428
Selling & administrative expenses.. 20,442 (6,708)(3) 13,734
Research & development expenses.... 1,753 (1,178)(4) 575
------------ ------------ -----------
22,195 (7,886) 14,309
------------ ------------ -----------
Operating profit................... 6,254 865 7,119
------------ ------------ -----------
Other income (expenses):
Interest income.................. 169 (4)(5) 165
Interest expense................. (3,184) 431 (6) (2,753)
Other............................ (408) (14)(7) (422)
------------ ------------ -----------
(3,423) 413 (3,010)
------------ ------------ -----------
Earnings from continuing operations
before income taxes.............. 2,831 1,278 4,109
Provisions for income taxes........ 1,076 158 (8) 1,234
------------ ------------ -----------
Earnings from continuing
operations....................... 1,755 1,120 2,875
------------ ------------ -----------
Discontinued operations
(net of tax):
Actual loss from operations...... (1,087) 1,087 (9)
Loss on disposition.............. (10,913) (1,787)(10) (12,700)
------------ ------------ -----------
Loss from discontinued operations.. (12,000) (700) (12,700)
------------ ------------ -----------
Net earnings (loss)................$ (10,245) $ 420 $ (9,825)
============ ============ ===========
Per share data:
Earnings from continuing
operations.........................$ 0.22 $ .14 $ 0.36
Loss from discontinued operations.. (1.50) (.09) (1.59)
------------ ------------ -----------
Net earnings (loss)................$ (1.28) $ .05 $ (1.23)
============ ============ ===========
Average number of common shares
outstanding...................... 7,990 7,990 7,990
============ ============ ===========
<FN>
See the accompanying explanation of adjustments to the unaudited pro forma
financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
EXPLANATION OF PRO FORMA ADJUSTMENTS:
(1) To eliminate sales associated with the Legal Technologies, Inc. segment.
(2) To eliminate cost of sales related to the sales adjustment above.
(3) To eliminate the selling and administrative expenses associated with the
Legal Technologies, Inc. segment.
(4) To eliminate the research and development expenses associated with the
Legal Technologies, Inc. segment.
(5) To eliminate interest income with the Legal Technologies, Inc. segment.
(6) To record a reduction in interest expenses associated with the
utilization of proceeds received from the disposition along with the cash
saved ("excess cash") from funding the Legal Technologies, Inc. segment.
Interest rates used in the computation of the reduction in interest expense
approximated the actual rates in effect on the debt assumed to be retired
with the excess cash as of the beginning of the six months ended December
31, 1995.
(7) To eliminate other income (expenses) associated with the Legal
Technologies, Inc. segment.
(8) To eliminate state and federal income tax associated with the Legal
Technologies, Inc. segment.
(9) To eliminate operating losses which were incurred prior to the
measurement date.
(10) To adjust the loss on disposition as if the disposition had occured
on July 1, 1995.
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
------------ ------------ -----------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents............$ 2,188 $ (113)(1)$ 2,075
Accounts receivable, net of
allowance for doubtful accounts..... 33,866 (9,302)(1) 24,564
Inventories.......................... 10,473 (3,072)(1) 7,401
Other current assets................. 4,104 (1,743)(1) 2,361
------------ ------------ -----------
Total current assets.............. 50,631 (14,230)(1) 36,401
Property, plant and equipment, at cost 149,053 (18,231)(1) 130,822
Less-accumulated depreciation......... (53,776) 9,985 (1) (43,791)
------------ ------------ -----------
95,277 (8,246)(1) 87,031
Other assets.......................... 24,038 (2,536)(1) 21,502
Net assets of discontinued operations. 1,403 (2) 1,403
------------ ------------ -----------
$ 169,946 $ (23,609) $ 146,337
============ ============ ===========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt....$ 975 $ $ 975
Accounts payable..................... 19,546 (2,970)(1) 16,576
Accrued expenses..................... 17,813 (5,392)(1) 12,421
Income taxes payable................. 1,723 2,387 (1) 4,110
------------ ------------ -----------
Total current liabilities......... 40,057 (5,975) 34,082
Long-term debt........................ 68,000 (6,799)(1) 61,201
Deferred income taxes................. 2,974 864 (1) 3,838
Shareholders' equity:
Common stock,........................ 143 143
Paid in capital...................... 29,268 29,268
Retained earnings.................... 34,977 (13,102)(1) 23,278
1,403 (2)
Treasury stock....................... (5,473) (5,473)
------------ ------------ -----------
58,915 (11,699) 47,216
------------ ------------ -----------
$ 169,946 $ (23,609) $ 146,337
============ ============ ===========
<FN>
See the accompanying explanation of adjustments to the unaudited pro forma
financial statements.
</TABLE>
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1995
(Dollar amounts in thousands)
EXPLANATION OF PRO FORMA ADJUSTMENTS:
(1) Pro forma adjustments reflect the effects of the discontinuance of the
Legal Technologies, Inc. segment. Elimination of the assets and liabilities
assumed by the purchaser is also reflected in the accompanying pro forma
consolidated balance sheet. Also reflected is the consideration received by
the Company related to the described disposition. The proceeds received were
used toward the reduction of debt under the Company's revolving credit
facility.
(2) Pro forma adjustment relates to certain assets and liabilities which
were retained and reclassified subsequent to the transaction described in the
introduction. The adjustment also reflects the estimated differences in
assets and liabilities retained and net assets sold which would arise assuming
the transactions described in the introduction were consumated as of the end
of the period presented. Net assets of discontinued operations includes
certain deferred tax assets (approximately $1,500,000) and tax benefits
associated with the discontinued operations (approximately $8,000,000). These
amounts are reduced by certain liabilities retained related to pending
litigation, lease obligations, and miscellaneous accrued liabilities.
<PAGE>
QUIXOTE CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1995
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS COMBINED
------------ ------------ -----------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents............$ 2,162 $ (160)(1)$ 2,002
Accounts receivable, net of
allowance for doubtful accounts..... 28,397 (2,538)(1) 25,859
Inventories.......................... 11,547 (2,197)(1) 9,350
Other current assets................. 4,120 (1,121)(1) 2,999
------------ ------------ -----------
Total current assets.............. 46,226 (6,016)(1) 40,210
Property, plant and equipment, at cost 155,342 (12,088)(1) 143,254
Less-accumulated depreciation......... (59,887) 8,751 (1) (51,136)
------------ ------------ -----------
95,455 (3,337) 92,118
Other assets.......................... 20,923 (852)(1) 20,071
Net assets of discontinued operation.. 760 275 (2) 1,035
------------ ------------ -----------
$ 163,364 $ (9,930) $ 153,434
============ ============ ===========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt....$ 975 $ $ 975
Accounts payable..................... 9,328 (1,862)(1) 7,466
Accrued expenses..................... 17,918 (3,274)(1) 14,644
Income taxes payable................. 1,903 1,903
------------ ------------ -----------
Total current liabilities......... 30,124 (5,136) 24,988
Long-term debt........................ 82,450 (6,799)(1) 75,651
Deferred income taxes................. 3,063 775 (1) 3,838
Shareholders' equity:
Common stock,........................ 143 143
Paid in capital...................... 29,268 29,268
Retained earnings.................... 23,789 955 (1) 25,019
275 (2)
Treasury stock....................... (5,473) (5,473)
------------ ------------ -----------
47,727 1,230 48,957
------------ ------------ -----------
$ 163,364 $ (9,930) $ 153,434
============ ============ ===========
<FN>
See the accompanying explanation of adjustments to the unaudited pro forma
financial statements.
<PAGE>
QUIXOTE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1995
(Dollar amounts in thousands)
EXPLANATION OF PRO FORMA ADJUSTMENTS:
(1) Pro forma adjustments reflect the effects of the discontinuance of the
Legal Technologies, Inc. segment. Elimination of the assets and liabilities
assumed by the purchaser is also reflected in the accompanying pro forma
consolidated balance sheet. Also reflected is the consideration received by
the Company related to the described disposition. The proceeds received were
used toward the reduction of debt under the Company's revolving credit
facility.
(2) Pro forma adjustment relates to certain assets and liabilities which
were retained and reclassified subsequent to the transaction described in the
introduction. The adjustment also reflects the estimated differences in
assets and liabilities retained and net assets sold which would arise assuming
the transactions described in the introduction were consumated as of the end
of the period presented. Net assets of discontinued operations includes
certain deferred tax assets (approximately $1,500,000) and tax benefits
associated with the discontinued operations (approximately $8,000,000). These
amounts are reduced by certain liabilities retained related to pending
litigation, lease obligations, and miscellaneous accrued liabilities.
</TABLE>
