-----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, JQagyE6j18LMPhxqtr3TrrS0Yp+elHJ4GWC/DypswmCT31TnuOecUWVvbIOgrZBv dKw966U+G3AbWmX6WhIQ6A== 0000032870-98-000016.txt : 19980724 0000032870-98-000016.hdr.sgml : 19980724 ACCESSION NUMBER: 0000032870-98-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: FILED AS OF DATE: 19980723 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIXOTE CORP CENTRAL INDEX KEY: 0000032870 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 362675371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08123 FILM NUMBER: 98670489 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 8-K 1 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. EX-20 2 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. EX-20 3 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 -----END PRIVACY-ENHANCED MESSAGE-----