UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
QUIXOTE CORPORATION
(Name of Subject Company (Issuer))
THP MERGER CO.
(Offeror)
a wholly-owned subsidiary of
TRINITY INDUSTRIES, INC.
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror issuer or other person))
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)
S. Theis Rice, Esq.
Chief Legal Officer
Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207
Telephone: (214) 631-4420
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
Mary R. Korby, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Telephone: (214) 746-7700
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
|
Transaction Valuation(1)
|
|
|
Amount of Filing Fee(2)
|
|
|
|
$61,120,678
|
|
|
$4,357.90
|
|
|
|
|
|
|
|
|
(1)
|
|
Estimated for purposes of calculating the filing fee only. The transaction valuation was
calculated by adding (i) 9,333,867 shares of common stock, par value $0.01
2
/
3
per share, of
Quixote Corporation, outstanding multiplied by the offer price of $6.38 per share, (ii)
233,000 shares of common stock, par value $0.01
2
/
3
per share, of Quixote Corporation, which
were subject to issuance pursuant to the exercise of outstanding options that have an exercise
price of less than $6.38, multiplied by $6.38 and (iii) 210,166 shares of common stock, par
value $0.01
2
/
3
per share, of Quixote Corporation, which were subject to issuance pursuant to
the exercise of outstanding options that have an exercise price equal to or greater than $6.38
and are not held by directors and certain executive officers of Quixote Corporation,
multiplied by $0.40 (the actual consideration payable in respect of such options). 1,621,622
shares of common stock, par value $0.01
2
/
3
per share, of Quixote Corporation reserved for
issuance upon conversion of the 7% convertible notes of Quixote Corporation due 2025 have been
excluded from the calculation because the conversion price of those notes ($25.90 per share)
exceeds the offer price of $6.38. The calculation of the filing fee is based on Quixote
Corporation’s representation of its capitalization as of December 29, 2009.
|
|
|
|
(2)
|
|
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act
of 1934 by multiplying the transaction value by 0.00007130.
|
|
|
|
|
|
þ
|
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the date of its filing.
|
|
|
|
|
|
Amount Previously Paid: $4,357.90
|
|
Filing Party: Trinity Industries, Inc.
|
|
Form of Registration No.: Schedule TO
|
|
Date Filed: January 7, 2010
|
|
|
|
|
|
o
|
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
|
þ
|
|
Third-party tender offer subject to Rule 14d-1.
|
|
|
|
|
o
|
|
Issuer tender offer subject to Rule 13e-4.
|
|
|
|
|
o
|
|
Going-private transaction subject to Rule 13e-3.
|
|
|
|
|
o
|
|
Amendment to Schedule 13D under Rule 13d-2.
|
Check the following box if the filing is a final amendment reporting the results of the tender
offer.
þ
This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed
with the Securities and Exchange Commission (the “SEC”) on February 5, 2010, amends and supplements
the Tender Offer Statement on Schedule TO filed on January 7, 2010 as amended by Amendment No. 1
filed on January 14, 2010, Amendment No. 2 filed on January 21, 2010 and Amendment No. 3 filed on
January 29, 2010 (as amended and supplemented, the “Schedule TO”) and relates to the offer by THP
Merger Co., a Delaware corporation (the “Purchaser”), to purchase all of the outstanding shares of
common stock, $0.01
2
/
3
par value (including the associated preferred stock purchase rights, the
“Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), at a purchase price of $6.38
per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated January 7, 2010 (which, together with any amendments and supplements thereto,
collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, copies
of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which,
together with the Offer to Purchase, as each may be amended or supplemented from time to time,
collectively constitute the “Offer”). The Schedule TO (including the Offer to Purchase) filed with
the SEC by Trinity Industries, Inc. (“Trinity”), the parent of Purchaser, on January 7, 2010 (and
any further amendments thereto), and the Solicitation/Recommendation Statement on Schedule 14D-9
filed with the SEC by Quixote on January 7, 2010 (and any further amendments thereto), contain
important information about the Offer, all of which should be read carefully by Quixote
stockholders before any decision is made with respect to the Offer.
Documentation relating to the Offer has been mailed to Quixote’s stockholders and may be
obtained at no charge at the website maintained by the SEC at www.sec.gov and may also be obtained
at no charge by directing a request by mail to D.F. King & Co., Inc., 48 Wall Street, New York, New
York 10005, or by calling toll-free at (800) 290-6427.
All information set forth in the Offer to Purchase and the related Letter of Transmittal is
incorporated by reference in answer to Items 1 through 12 in the Schedule TO, except those items as
to which information is specifically provided herein. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
Item 11.
Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text to
such Item:
“The Offer and withdrawal rights expired at 12:00 Midnight, New York City time, on Thursday,
February 4, 2010. The Depositary has advised that, as of the expiration time, an aggregate of
8,155,248 Shares (including approximately 87,689 Shares subject to guarantees of delivery) 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 the Purchaser. The Purchaser will promptly pay for such Shares at the Offer Price.
Trinity intends to promptly effect a short-form merger under Delaware law and, as a result,
Quixote will become a direct, wholly-owned subsidiary of Trinity.
As a result of the Merger, any Shares not tendered in the Offer (other than Shares held (i) in
the treasury of Quixote or by Quixote’s subsidiaries, Trinity or the Purchaser 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.
The full text of the press release issued by Trinity and the Purchaser announcing the
completion of the Offer is attached hereto as Exhibit (a)(5)(K) and is incorporated herein by
reference.”
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(K) Press Release issued by Trinity Industries, Inc. and THP Merger Co. on February 5,
2010