-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKW5Y7b3s9c29/pY/Iax29HAku0Wv84CW3gia87Uty4qrmCgfeqHPXm+s/M4ks+L 8NTGBZZBuIQ/IQvX7a5wew== 0000919916-03-000040.txt : 20030529 0000919916-03-000040.hdr.sgml : 20030529 20030529160025 ACCESSION NUMBER: 0000919916-03-000040 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RAYMOND INTERNATIONAL W L L CENTRAL INDEX KEY: 0001236569 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 95 PARK ST CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 95 PARK ST CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUIXOTE CORP CENTRAL INDEX KEY: 0000032870 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 362675371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16341 FILM NUMBER: 03723640 BUSINESS ADDRESS: STREET 1: ONE E WACKER DR STREET 2: STE 3000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3124676755 MAIL ADDRESS: STREET 1: ONE EAST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY ABSORPTION SYSTEMS INC DATE OF NAME CHANGE: 19800815 SC 13G 1 dh930831-schedule13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___ ) Quixote Corporation - ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01-2/3 per share - ----------------------------------------------------------------- (Title of Class of Securities) 749056107 - ----------------------------------------------------------------- (CUSIP Number) May 21, 2003 - ----------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------------------------------------------------- CUSIP NO. 749056107 Page 2 of 11 - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Raymond International, W.L.L. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) --- (b) X --- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Bahrain 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED -------------------------------------- BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 474,754 -------------------------------------- 7 SOLE DISPOSITIVE POWER None -------------------------------------- 8 SHARED DISPOSITIVE POWER 474,754 - ----------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,754 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------------------------------------------------------- Based on 8,234,205 shares of Common Stock outstanding, as described in Item 4 herein. - ----------------------------------------------------------------- CUSIP NO. 749056107 Page 3 of 11 - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Leslie Rogers 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) --- (b) X --- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED -------------------------------------- BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH 474,754 -------------------------------------- 7 SOLE DISPOSITIVE POWER None -------------------------------------- 8 SHARED DISPOSITIVE POWER 474,754 - ----------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 474,754 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [X] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.8% 12 TYPE OF REPORTING PERSON (See Instructions) IN - ----------------------------------------------------------------- Based on 8,234,205 shares of Common Stock outstanding, as described in Item 4 herein. - ----------------------------------------------------------------- CUSIP NO. 749056107 Page 4 of 11 - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Basil Vasiliou Investments Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) --- (b) X --- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Florida 5 SOLE VOTING POWER NUMBER OF SHARES 83,780 BENEFICIALLY OWNED -------------------------------------- BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None -------------------------------------- 7 SOLE DISPOSITIVE POWER 83,780 -------------------------------------- 8 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 83,780 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12 TYPE OF REPORTING PERSON (See Instructions) OO - ----------------------------------------------------------------- Based on 8,234,205 shares of Common Stock outstanding, as described in Item 4 herein. - ----------------------------------------------------------------- CUSIP NO. 749056107 Page 5 of 11 - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Myers America, Inc. f/k/a U.S. Traffic Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) --- (b) --- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED -------------------------------------- BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None -------------------------------------- 7 SOLE DISPOSITIVE POWER None -------------------------------------- 8 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------------------------------------------------------- Along with Myers/NuArt Electrical Products, Inc. ("Myers/NuArt"), Myers America, Inc. f/k/a U.S. Traffic Corporation ("Myers America") was entitled to 558,534 shares of Common Stock of Issuer pursuant to the Purchase Agreement dated May 16, 2003 (the "Purchase Agreement") between Myers America, Myers/NuArt and Green Light Acquisition Company, a wholly owned subsidiary of the Issuer, but Myers/NuArt and Myers America directed Issuer to issue the 558,534 shares directly to its shareholder, Raymond International, W.L.L. (of which 83,780 of such 558,534 shares are held by Raymond International, W.L.L. as nominee for the Basil Vasiliou Investments Trust). - ----------------------------------------------------------------- CUSIP NO. 749056107 Page 6 of 11 - ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Myers/NuArt Electrical Products, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) --- (b) --- 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES None BENEFICIALLY OWNED -------------------------------------- BY EACH REPORTING 6 SHARED VOTING POWER PERSON WITH None -------------------------------------- 7 SOLE DISPOSITIVE POWER None -------------------------------------- 8 SHARED DISPOSITIVE POWER None - ----------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON (See Instructions) CO - ----------------------------------------------------------------- Along with Myers America, Myers/NuArt was entitled to 558,534 shares of Common Stock of Issuer pursuant to the Purchase Agreement, but Myers/NuArt and Myers America directed Issuer to issue the 558,534 shares directly to its shareholder, Raymond International, W.L.L. (of which 83,780 of such 558,534 shares are held by Raymond International, W.L.L. as nominee for the Basil Vasiliou Investments Trust). Page 7 of 11 ITEM 1 (a) NAME OF ISSUER: Quixote Corporation (the "Issuer") ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: One East Wacker Drive, Chicago, Illinois 60601. ITEM 2 (a) NAME OF PERSON FILING: This statement is being filed by the following persons: Raymond International, W.L.L. ("Raymond International"); Leslie Rogers ("Ms. Rogers"); Basil Vasiliou Investments Trust (the "Trust"); Myers America, Inc. f/k/a U.S. Traffic Corporation ("Myers America"); and Myers/NuArt Electrical Products, Inc. ("Myers/NuArt", and together with Raymond International, Ms. Rogers, the Trust and Myers America, the "Reporting Persons"). The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. ITEM 2 (b) ADDRESS OF PRINCIPAL OFFICE: Raymond International and Ms. Rogers have a business address of 95 Park St., London, England W1Y 3 3HA. Myers America and Myers/NuArt have a business address of 2000 Highland Avenue, Bethlehem, PA 18020. The Trust's business address is c/o Alan Shore, Esq., Akerman Senterfitt, One Southeast Avenue, 28th Floor, Miami, FL 33131-1714. ITEM 2 (c) CITIZENSHIP: Raymond International is a limited liability corporation organized under the laws of the State of Bahrain. Ms. Rogers is a citizen of the United States of America. The Trust is organized under the laws of the State of Florida. Myers America and Myers/NuArt are organized under the laws of the State of Delaware. ITEM 2 (d) TITLE OF CLASS OF SECURITIES: This statement relates to the common stock, par value $.01- 2/3 of the Issuer ("Common Stock"). ITEM 2 (e) CUSIP NUMBER: 749056107 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment advisor in accordance with section 240.13d-1(b)(1)(ii) (E); (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F); Page 8 of 11 (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d- 1(b)(1)(ii)(J). Item 4. OWNERSHIP: (a)-(b) There were approximately 7,675,671 shares of Common Stock outstanding as of March 31, 2003, according to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003. The Issuer issued an additional 558,534 shares of Common Stock in connection with the Purchase Agreement. As of the date hereof, the Reporting Persons beneficially own 558,534 shares of Common Stock, representing approximately 6.8% of the Common Stock issued and outstanding, based on 8,234,205 shares outstanding. The Reporting Persons may, pursuant to Rule 13d-3, be deemed to be in a "group", and therefore to jointly beneficially own the shares of Common Stock held by the other Reporting Persons. The existence of any such group is not acknowledged by the Reporting Persons. (c) Raymond International Raymond International has the shared power to vote, to direct the vote, to dispose, and to direct the disposition with respect to 474,574 shares of Common Stock of the Issuer, which constitutes approximately 5.8% of the Issuer's total issued and outstanding shares. Ms. Rogers Ms. Rogers has the shared power to vote, to direct the vote, to dispose, and to direct the disposition with respect to 474,574 shares of Common Stock of the Issuer, which constitutes approximately 5.8% of the Issuer's total issued and outstanding shares. Trust Trust has the sole power to vote, to direct the vote, to dispose, and to direct the disposition with respect to 83,780 shares of Common Stock of the Issuer, which constitutes approximately 1.0% of the Issuer's total issued and outstanding shares. Page 9 of 11 Myers America Myers America has no power to vote, to direct the vote, to dispose, or to direct the disposition with respect to any shares of Common Stock of the Issuer, which constitutes approximately 0.0% of the Issuer's total issued and outstanding shares. Myers/NuArt Myers/NuArt has no power to vote, to direct the vote, to dispose, or to direct the disposition with respect to any shares of Common Stock of the Issuer, which constitutes approximately 0.0% of the Issuer's total issued and outstanding shares. ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: [x] Two of the Reporting Persons, Myers America and Myers/NuArt, have ceased to be the beneficial owners of more than 5 percent of the class of securities. ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by the Reporting Persons. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. This item is not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP. This item is not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP. This item is not applicable. ITEM 10 CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 10 of 11 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: May 29, 2003 RAYMOND INTERNATIONAL, W.L.L. /s/ Leslie Rogers ___________________________ By: Leslie Rogers Its: Director /s/ Leslie Rogers ___________________________ Leslie Rogers BASIL VASILIOU INVESTMENTS TRUST /s/ Jane T. Vasiliou ___________________________ By: Jane T. Vasiliou Its: Trustee MYERS AMERICA, INC. f/k/a U.S. TRAFFIC CORPORATION /s/ Leslie Rogers ___________________________ By: Leslie Rogers Its: Director MYERS/NUART ELECTRICAL PRODUCTS, INC. /s/ Diana Grootonk ____________________________ By: Diana Grootonk Its: President Page 11 of 11 EXHIBIT A Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth herein below. Dated: May 29, 2003 RAYMOND INTERNATIONAL, W.L.L. /s/ Leslie Rogers ___________________________ By: Leslie Rogers Its: Director /s/ Leslie Rogers ___________________________ Leslie Rogers BASIL VASILIOU INVESTMENTS TRUST /s/ Jane T. Vasiliou ___________________________ By: Jane T. Vasiliou Its: Trustee MYERS AMERICA, INC. f/k/a U.S. TRAFFIC CORPORATION /s/ Leslie Rogers ___________________________ By: Leslie Rogers Its: Director MYERS/NUART ELECTRICAL PRODUCTS, INC. /s/ Diana Grootonk ____________________________ By: Diana Grootonk Its: President -----END PRIVACY-ENHANCED MESSAGE-----