UNITED STATES
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

December 11, 2003

QUIXOTE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware		36-2675371
(State or other jurisdiction of incorporation)		(IRS Employer 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

Item 5. Other Events and Regulation FD Disclosure.

On December 11, 2003, the Registrant announced that its wholly-owned subsidiary, Vision Acquisition Corporation (“Buyer”) acquired substantially all of the assets and assumed certain liabilities of the North American operations of Peek Corporation (the “Business”) from Peek Traffic, Inc. and Peek Traffic Systems, Inc. (together “Seller”), effective December 1, 2003. The Buyer acquired accounts receivable, inventory, machinery and equipment, furniture and fixtures, contracts, customer lists and intellectual property, and assumed certain ordinary course liabilities of the Business.

The $15.4 million purchase price consisted of (1) $10.9 million in cash; and (2) delivery at Closing of 180,723 shares of the Registrant’s common stock valued at $4.5 million.

The cash component of the purchase price was borrowed through the Registrant’s existing credit facility with a group of banks. The 180,723 shares of the Registrant’s common stock were issued to the Seller pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, but the Registrant plans to register those shares.

The Buyer is employing substantially all of the Seller’s employees at the Palmetto, Florida facility and at the Bedford, Pennsylvania facility. The Buyer plans to continue to operate the Business in Palmetto, Florida and Bedford, Pennsylvania.

The Registrant has guaranteed the obligations of the Buyer under the asset purchase agreement.

Peek is a designer, manufacturer and supplier of intelligent intersection control systems and other transportation equipment. It offers a broad range of products to control the flow of traffic including electronic traffic controllers, toll and highway data collection systems, in-ground vehicle sensors, vehicle and pedestrian signals, and red-light enforcement systems.

The Registrant intends to use the purchased assets to continue the Seller’s current business. The Registrant intends to include this business as part of its Inform Group.

The Registrant also disclosed a revision of its previous guidance for its second quarter of fiscal year 2004 to a range of $0.05 to $0.07 per diluted share. The Registrant cited as factors relevant to its revision the negative effects of the postponement of the passage of a federal highway funding bill and state budgetary constraints which it believes have resulted in a delay of orders from its customers. The Registrant expects sales to decline approximately 15% organically from the second quarter of last year due, in part, to a difficult year-over-year comparison. Last year’s second quarter includes the benefits of two shipments totaling $2.8 million that the Registrant has not been able to replace in this year’s second quarter.

The conference call was recorded and is available for replay through December 18, 2003. To access the replay, please call 800-642-1687 and enter passcode 4438765; the recorded web cast will also be available at www.quixotecorp.com.

Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report and made during the conference call. For those statements, the Registrant claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Item 7. Financial Statements and Exhibits.

The following is included herein:

Exhibit 99 Press Release issued by Quixote Corporation, dated December 11, 2003.

Item 9. Regulation FD Disclosure.

Attached hereto as Exhibit 99, and incorporated by reference herein, is a press release issued by Quixote Corporation announcing its acquisition of the Peek Traffic Business and the revision of its second quarter guidance. This information is furnished under Item 12 of Form 8-K, “Results of Operation and Financial Condition,” in accordance with the interim filing guidance by SEC Release No. 33-8216.

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 hereunto duly authorized.

	QUIXOTE CORPORATION


Date: December 11, 2003		By:	/s/ Daniel P. Gorey
		Daniel P. Gorey
		Vice President, Chief Financial Officer and Treasurer (Chief Financial & Accounting Officer)

EXHIBIT INDEX

Exhibits:

99 Press release issued by Quixote Corporation dated December 11, 2003.

Exhibit 99

FOR IMMEDIATE RELEASE

FOR: QUIXOTE CORPORATION
CONTACT:	Daniel P. Gorey Chief Financial Officer Joan R. Riley Director of Investor Relations (312) 467-6755	Investor Relations: Christine Mohrmann/Lindsay Hatton Financial Dynamics (212) 850-5600

QUIXOTE CORPORATION ACQUIRES PEEK TRAFFIC BUSINESS AND
REVISES SECOND QUARTER GUIDANCE

	•	Quixote acquires $25 million supplier of intersection control systems, advanced vehicle classification products, and red light enforcement products
	•	Acquisition provides important synergies with existing Quixote businesses and access to valuable new markets

CHICAGO, IL, December 11, 2003 -- Quixote Corporation (Nasdaq: QUIX) announced today that it has acquired substantially all of the assets and assumed certain liabilities of the North American operations of Peek Corporation, a worldwide supplier of transportation safety solutions. The $15.4 million purchase price consists of $10.9 million in cash and $4.5 million in Quixote common stock (180,723 shares valued at $24.90 per share). The acquired business, now known as Peek Traffic Corporation, had revenues of approximately $25 million for the twelve months ended November 30, 2003.

Headquartered in Palmetto, Florida, Peek Traffic was a pioneer in traffic systems dating back almost 90 years to the first electric traffic signal installed in North America. It is a major supplier of intersection control systems, advanced vehicle detection and classification products and automated red light enforcement systems. Peek Traffic sells its products predominantly through a network of over 20 distributors.

Leslie J. Jezuit, Chairman and Chief Executive Officer of Quixote commented, “The acquisition of Peek Traffic Corporation represents another important step in Quixote’s progress toward becoming the one-stop shop for transportation safety solutions. This acquisition provides us with complementary intersection control products with a large installed base, exciting new products, an experienced distribution channel to better penetrate the city, county and municipal markets as well as the opportunity for operational efficiencies.”

—more—

Mr. Jezuit continued, “Peek’s NEMA-type traffic controllers together with U.S. Traffic’s CALTRANS-based products give Quixote a full spectrum of product offerings to address all traffic control needs in the North American marketplace. This full complement of products combined with a strong group of distributors give us significant opportunities to better penetrate our market. In addition, we are particularly excited about Peek’s red light enforcement product line which we believe has significant growth potential. This system of cameras, software and back-office operations addresses the growing desire of municipalities to maintain safety at intersections where thousands of accidents and injuries are caused by red light violations.”

“From an operational standpoint, we expect to achieve a number of cost efficiencies as a result of this acquisition. The added size and scale of our combined $75 million U.S. Traffic and Peek Traffic businesses should lead to volume efficiencies and savings. Also, as Peek Traffic currently outsources most components for its products, we have the opportunity to improve gross margins by leveraging our high degree of vertical integration at U.S. Traffic.”

“While we remain enthusiastic about our business prospects over the longer term, we continue to feel the negative effects of the postponement of a federal highway bill. At the same time, state budgetary constraints continue as many states encounter budget deficits. We believe these factors may have resulted in a delay of orders from our customers. Currently, we expect sales for our second quarter to decline approximately 15% organically from the second quarter last year. This 15% decline is due, in part, to a particularly difficult year-over-year comparison, as last year’s record second quarter results had the top-line benefit of two significant shipments totaling $2.8 million that we were not able to replace in this year’s second quarter. As a result, we believe it is necessary to revise our previous guidance for the second quarter to a range of $0.05 and $0.07 per diluted share.”

Mr. Jezuit concluded, “While our short-term performance is being adversely affected by a difficult environment, we remain confident that our strategy will result in excellent returns for our shareholders over the long term. The acquisition of Peek Traffic is yet another important step in advancing this strategy. We look forward to working with the talented team at Peek Traffic to realize the many benefits of this transaction.”

Quixote Corporation will be hosting a telephone conference call at 11 a.m. EST today, December 11, 2003, to discuss this acquisition in more detail. This conference call will be broadcast simultaneously over the Internet at www.quixotecorp.com and can be listened to by clicking the icon on the Company’s homepage. A replay of the call will be available beginning at approximately 1 p.m. EST until December 18, 12 a.m. EST. To access the replay, dial (800) 642-1687 and enter passcode 4438765.

Quixote Corporation, (www.quixotecorp.com), through its wholly-owned subsidiary, Quixote Transportation Safety, Inc., is the world’s leading manufacturer of energy-absorbing highway crash cushions, electronic wireless measuring and sensing devices, weather forecasting stations, computerized highway advisory radio transmitting systems, intelligent intersection control systems, mobile and permanent variable electronic message signs, flexible post delineators and other highway safety products.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the Company’s Form 10-K for its fiscal year ended June 30, 2003, under the caption “Forward-Looking Statements” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which discussion is incorporated herein by this reference. Other factors may be described from time to time in the Company’s public filings with the Securities and Exchange Commission, news releases and other communications. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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