SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 30, 1998
QUIXOTE CORPORATION
________________________
(Exact name of registrant as specified in its charter)
Delaware 07-7903 36-2675371
_____________________ _______________ ______________
(State of incorporation Commission File (I.R.S. Employer
or organization) Number identification No.)
One East Wacker Drive Chicago, Illinois 60601
_____________________________________________________________________________
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code - (312) 467-6755
Not Applicable
____________________________________________________
(Former name or former address, if changed since last report)
Items. 1 -4 Not Applicable.
Item. 5 Other Events.
On June 30, 1998, the Board of Directors of Quixote Corporation
(the "Company" ) declared a dividend distribution of one Right for each
outstanding share of Quixote Common Stock to stockholders of record at the
close of business on July 14, 1998. Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-thousandth
of a share (a "Unit" ) of Series B Junior Participating Preferred Stock, no
par value per share (the " Preferred Stock" ), at a Purchase Price of $40.00
per Unit, subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement (the "Rights Agreement" ) between the Company
and BankBoston, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10 business
days following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person" ) has acquired, or obtained the
right to acquire, beneficial ownership of more than 15% of the outstanding
shares of Common Stock (the "Stock Acquisition Date" ) and (ii) 10 business
days following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 20% or more of such
outstanding shares of Common Stock. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after July 24, 1998 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a Triggering
Event (as defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock will be
issued.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 24, 2008 unless earlier redeemed by
the Company as described below. The Rights shall not be exercisable, and
shall be void so long as held, by a holder (a "Non-qualified Holder") in any
jurisdiction where the requisite qualification to the issuance to such
holder, or the exercise by such holder, of the Rights in such jurisdiction
shall not have been obtained or be obtainable.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes the beneficial owner of more
than 15% of the then outstanding shares of Common Stock (except pursuant to
an offer for all outstanding shares of Common Stock which at least a majority
of the members of the Board of Directors who are not officers of the Company
and who are not representatives, nominees, Affiliates or Associates of an
Acquiring Person or Adverse Person determines to be fair to and otherwise in
the best interest of the Company and its shareholders), each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by
any Acquiring Person or Adverse Person will be null and void. However,
rights are not exercisable following the occurrence of either of the events
set forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $40.00 per Right, each Right
not owned by an Acquiring Person or an Adverse Person (or by certain related
parties) following an event set forth in the preceding paragraph would
entitle its holder to purchase $80.00 worth of Common Stock (or other
consideration, as noted above) for $40.00. Assuming that the Common Stock
had a per share value of $16.00 at such time, the holder of each valid Right
would be entitled to purchase 5 shares of Common Stock for $40.00.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than
a merger which follows an offer described in the second preceding paragraph),
or (ii) more than 50% of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which previously have been
voided as set forth above), other than a Non-qualified Holder, shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events".
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon 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 Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of the
Preferred Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than those
referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.
In general, at any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights will be
to receive the $.01 redemption price.
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. While the distribution of the rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other consideration) of
the Company or for common stock of the acquiring company as set forth above.
The Rights Agreement may be amended by the Board of Directors of
the Company prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement.
As described in the Letter to Shareholders, the form of which is
filed herewith, the Board of Directors has adopted the Rights Agreement to
provide a mechanism with which the role of the Board of Directors of the
Company is strengthened in assuring that if the Company is ever confronted
with a hostile attack, it can bargain for the greatest interest of all its
shareholders.
The Company's existing Shareholder Rights Plan expires at the close
of business on July 24, 1998.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
Items. 6 - 8 Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
___________________________________________________________________
4. Rights Agreement, dated as of July 24, 1998, between Quixote
Corporation and BankBoston, N.A., incorporated herein by reference to Quixote
Corporation Form 8-A Registration Statement, dated July 23, 1998 (File No. 0-
7903).
20(a). Press Release issued July 23, 1998.
20(b). Form of letter to shareholders.
SIGNATURES
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 thereunto duly authorized.
Dated: July 23, 1998
QUIXOTE CORPORATION
By: /s/ Daniel P. Gorey
----------------------
Name: Daniel P. Gorey
Title: Chief Financial Officer,
Vice President and
Treasurer
EXHIBIT INDEX
_________________
Exhibit
Number Description Page
_______ ___________________ _______________________
4 Rights Agreement, dated Incorporated herein by
as of July 24, 1998, reference to Quixote
between Quixote Corporation Corporation Form 8-A
and BankBoston, N.A. Registration Statement,
dated July 23, 1998
(File No. 0-7903)
20(a) Press Release issued
July 23, 1998.
20(b) Form of letter to shareholders.
Exhibit 20(a)
FOR: QUIXOTE CORPORATION
CONTACT: Joan R. Riley
Daniel P. Gorey
(312) 467-6755
Morgen-Walke Associates
FOR IMMEDIATE RELEASE June Filingeri, John Blackwell
Media contact: Eileen King
(212) 850-5600
QUIXOTE CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN
TO REPLACE EXISTING PLAN
CHICAGO, IL, July 23, 1998 -- Quixote Corporation (Nasdaq:QUIX)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan to replace the Company's existing Rights Plan which expires on July 24,
1998. Under the new Plan, preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each common share held
as of the close of business on July 14, 1998.
The Rights Plan is designed primarily to prevent an acquirer from
gaining control of the Company without offering a fair price to all of the
Company s shareholders, to prevent an acquirer from gaining control of
Quixote by means of open market purchases of Quixote common stock, and to
deter coercive and unfair takeover tactics. The Rights will expire on July
24, 2008.
In a letter being sent to shareholders announcing the adoption of
the Plan, Philip E. Rollhaus, Jr., Chairman and Chief Executive Officer of
Quixote, said, "The Plan is intended to protect the interest of Quixote
shareholders in the event the Company is confronted with coercive or unfair
takeover tactics". He noted that such tactics include "offers that do not
treat all shareholders equally, the acquisition in the open market of shares
constituting control without offering fair value to all shareholders, and
other coercive or unfair takeover tactics that could impair the Board s
ability to represent shareholder interests fully".
Mr. Rollhaus stressed, however, that "The Plan is not intended to
prevent an acquisition of the Company on terms that are favorable and fair to
all shareholders. The Plan is designed to deal with the very serious problem
of unilateral actions by hostile acquirers which are calculated to deprive
the Company s Board and its shareholders of their ability to determine the
destiny of the Company".
- MORE -
QUIXOTE CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN PAGE 2
TO REPLACE EXISTING PLAN
Each Right will entitle holders of Quixote common stock to buy one
one-thousandth of a newly issued share of Series B Junior Participating
Preferred Stock of the Company at an exercise price of $40.00. The Rights
will be exercisable only if a person or group acquires beneficial ownership
of more than 15% of the Quixote common shares or commences a tender or
exchange offer upon consummation of which such person or group would
beneficially own 20% or more of the common shares.
If any person becomes the beneficial owner of more than 15% of the
Quixote common shares, other than pursuant to an offer for all shares which
is determined to be fair to, and otherwise in the best interest of, the
Company and its shareholders, each Right not owned by such person or related
parties will enable its holder to purchase, at the Right s then-current
exercise price, common shares of Quixote (or, in certain circumstances as
determined by the Board, a combination of cash, property, common shares or
other securities) having a value of twice the Right s exercise price.
In addition, if Quixote is involved in a merger or other business
combination transaction with another person in which it is not the surviving
corporation, or sells 50% or more of its assets to another person or persons,
each Right that has not previously been exercised will entitle its holder to
purchase, at the Right's then-current exercise price, common shares of the
acquiring company having a value equal to two times the exercise price of the
Right.
The Company will generally be entitled to redeem the Rights at
$0.01 per Right at any time until the 10th day following public announcement
that a position in excess of 15% has been acquired.
Quixote Corporation, through its wholly-owned subsidiaries, Energy
Absorption Systems, Inc. and the TranSafe Corporation, is the world's leading
manufacturer of energy-absorbing highway crash cushions, truck-mounted impact
attenuators, computerized highway advisory radio transmitting systems and
other highway safety products.
Exhibit 20(b)
July 24, 1998
Dear Fellow Shareholder:
Your Board of Directors has announced the adoption of a new
Shareholder Rights Plan. The Plan provides for a dividend distribution of
Rights to purchase shares of a new series of Series B Junior Participating
Preferred Stock, exercisable upon the occurrence of certain events. You will
receive one Right for each share of Quixote's common stock you own. We are
enclosing a document captioned "Summary of Rights to Purchase Series B Junior
Participating Preferred Stock" outlining the principal features of the Plan,
which we urge you to read carefully. This letter summarizes our reasons for
adopting it.
The Company's current Shareholder Rights Plan will expire on July
24, 1998.
We believe that this Plan protects your interests in the event that
you and Quixote are confronted with coercive or unfair takeover tactics. The
Plan contains provisions to protect you in the event of an unsolicited offer
to acquire the Company, including offers that do not treat all shareholders
equally, the acquisition in the open market of shares constituting control
without offering fair value to all shareholders, and other coercive or unfair
takeover tactics that could impair the Board's ability to represent your
interests fully. In adopting the Plan, one of the Board of Directors'
concerns was to protect Quixote shareholders against being forced to sell
prematurely their shares of Quixote Common Stock for less than fair value
following an unsolicited takeover attempt.
The Plan is not intended to prevent an acquisition of the Company
on terms that are fair and otherwise in the best interests of all
shareholders and will not be used for that purpose. The Plan is designed to
deal with the very serious problems of unilateral actions by unsolicited
persons that are calculated to deprive the Company's Board and its
shareholders of their ability to determine the destiny of the Company and of
open market purchases of the Company's shares by a party unwilling to make an
offer to all shareholders. However, the mere declaration of the Rights
dividend should not affect any prospective offeror willing to make an all
cash offer at a full and fair price or to negotiate with your Board of
Directors, and certainly will not interfere with a merger or other business
combination transaction that your Board of Directors approves as fair and as
constituting a recognition of full value to the shareholders.
The Plan will also enable the Board to assure those who are
critical to the success of Quixote that stability can be maintained and,
thus, will allow the Board to serve and protect the interest of shareholders.
In addition, the Plan will help avoid the threat that a third party could
unilaterally put the Company up for sale to serve its own financial interests
at your expense. Let me assure you that we are working very hard to achieve
the positive results that will prevent that from happening.
The issuance of the Rights does not in any way weaken the financial
strength of the Company nor interfere with its business plans. The issuance
of the Rights has no dilutive effect, will not affect reported earnings per
share and will not change the way in which you can currently trade shares of
Quixote Common Stock.
Our overriding objective is continuing a strong record of building
value for public shareholders. Maintaining our strength and continuing our
record of strong financial performance is the preeminent goal for the
Company's Management and Board of Directors.
Sincerely,
/s/ Philip E. Rollhaus, Jr.
Chairman and Chief Executive Officer
Enclosure
