SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

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
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
(214) 746-7700

CALCULATION OF FILING FEE

Transaction Valuation*	Amount or Filing Fee*
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o 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: None
Form of Registration No.: Not Applicable Filing Party: Not Applicable
Date Filed: Not Applicable

þ 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. o

     The pre-commencement communications filed under cover of this Schedule TO relate to a planned tender offer by THP Merger Co. (the “Purchaser”), a Delaware corporation and a wholly-owned subsidiary of Trinity Industries, Inc., a Delaware corporation (“Trinity”), to purchase all outstanding shares of Common Stock, $0.01-2/3 par value per share (including the associated preferred stock purchase rights, the “Shares”), of Quixote Corporation, a Delaware corporation (“Quixote”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of December 30, 2009, by and among Trinity, the Purchaser and Quixote.

     The tender offer described in this filing has not yet commenced, and this filing is neither an offer to purchase nor a solicitation of an offer to sell securities of Quixote. At the time the tender offer is commenced, Trinity and the Purchaser intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Quixote intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Trinity, the Purchaser and Quixote intend to mail these documents to the stockholders of Quixote. These documents will contain important information about the tender offer, including the various terms of, and conditions to, the tender offer, and stockholders of Quixote are urged to read them carefully and in their entirety before making any decision to tender securities in the planned tender offer. When available, the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to Quixote’s stockholders at no expense to them and will also be available at no charge on the SEC’s website at www.sec.gov.

Item 12. Exhibits.

Exhibit No.	Description
99.1	Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009.
99.2	Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Product Customers, dated December 30, 2009.
99.3	Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009.
99.4	Text of Form Email to Trinity Highway Product Employees, dated December 30, 2009.

Exhibit Index

Exhibit No.	Description
99.1	Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009.
99.2	Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Product Customers, dated December 30, 2009.
99.3	Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009.
99.4	Text of Form Email to Trinity Highway Product Employees, dated December 30, 2009.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contacts:

FOR TRINITY INDUSTRIES, INC.:	FOR QUIXOTE CORPORATION:
James E. Perry	Daniel P. Gorey
Vice President, Finance and Treasurer	Chief Financial Officer
Trinity Industries, Inc.	Joan R. Riley
214/589-8412	Director of Investor Relations
	312/467-6755
	Investor Relations:
	Eric Boyriven/Alexandra Tramont
	212/850-5600

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces Definitive Agreement
to Acquire Quixote Corporation

DALLAS — December 30, 2009 — Trinity Industries, Inc. (NYSE: TRN, “Trinity”) and Quixote Corporation (NASDAQ: QUIX, “Quixote”) today announced that they have reached a definitive agreement for Trinity to acquire the outstanding common shares and equivalents of Quixote for cash of $6.38 per share, or approximately $61 million. Trinity will fund the acquisition from available cash on hand, which totaled $545 million at September 30, 2009.

Quixote, through its subsidiaries, is a leading developer and manufacturer of highway products designed to protect and direct motorists. Quixote will be combined with Trinity’s Construction Products businesses.

The acquisition will be accomplished through a tender offer for Quixote’s common shares by a wholly-owned subsidiary of Trinity, THP Merger Co., and is expected to close in the first quarter of 2010. The tender offer is conditioned on the successful tender of at least 60% of Quixote’s total outstanding shares of common stock calculated on a fully diluted basis, as well as the satisfaction of other customary closing conditions. The transaction has been unanimously approved by Quixote’s Board of Directors.

“We are pleased to announce the agreement to acquire Quixote and look forward to integrating its businesses into our multi-industry portfolio,” said Timothy R. Wallace, Trinity’s Chairman, Chief Executive Officer, and President. “We have admired Quixote’s line of innovative products and global reach. This acquisition will further expand our international market penetration in the highway products business through Quixote’s existing customer relationships.”

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This acquisition provides numerous integration opportunities benefiting the combined entity and its customers. Upon completion of the integration and combination of the businesses, Trinity will have the opportunity to offer its domestic and international customers a broad range of highway products. The combination of Trinity’s and Quixote’s research and development efforts will provide customers with continuing advancement in highway products.

“This transaction will benefit both companies’ customers as the combination of our product lines will provide a more robust offering of highway safety products from a single source,” said Bruce Reimer, Quixote’s Chief Executive Officer and President. “Trinity is a
well-respected multi-industry company, and we are pleased that Quixote will become an important addition to their portfolio of businesses.”

BofA Merrill Lynch is acting as financial advisor to Trinity, and Morgan Keegan & Company, Inc. is acting as financial advisor to Quixote, in connection with this transaction.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group. For more information, visit: www.trin.net.

Quixote Corporation, headquartered in Chicago, Illinois (www.quixotecorp.com), through its wholly-owned subsidiary, Quixote Transportation Safety, Inc., is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, bridge
anti-icing systems, flexible post delineators and other transportation safety products.

Special Note:

Important Additional Information: The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities of Quixote. At the time the tender offer is commenced, Trinity and its wholly-owned subsidiary, THP Merger Co. (the “Purchaser”), intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Quixote intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Trinity, the Purchaser and Quixote intend to mail these documents to the stockholders of Quixote. These documents will contain important information about the tender offer, including the various terms of, and conditions to, the tender offer, and stockholders of Quixote are urged to read them carefully and in their entirety before making any decision to tender securities in the planned tender offer. When available, the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to Quixote’s

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stockholders at no expense to them and will also be available at no charge on the SEC’s website at www.sec.gov.

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. These statements include product development, product potential projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future events, operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans” and similar expressions. Although the management of Trinity Industries, Inc. and Quixote Corporation believe that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of either Trinity Industries, Inc. or Quixote Corporation, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include among other things, the uncertainties inherent in market conditions and product development as well as those discussed or identified in the public filings with the SEC made by Trinity Industries, Inc. and Quixote Corporation, including those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in Trinity Industries, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 and in Quixote Corporation’s Annual Report on Form 10-K for the year ended June 30, 2009. Other than as required by applicable law, Trinity Industries, Inc. and Quixote Corporation do not undertake any obligation to update or revise any forward-looking information or statements.

- END -

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EX-99.2

Exhibit 99.2

December 30, 2009

NOTE: Letter to be personalized to individual customers

Dear Valued Customer:

I have some very exciting news to share. On December 30, 2009, Trinity Industries, Inc. entered into a definitive agreement to acquire the outstanding common shares of Quixote Corporation, pursuant to a tender offer by a wholly-owned subsidiary of Trinity.

Assuming this transaction closes, I wanted to share with you some thoughts on this transaction. Quixote is a respected industry leader, and upon the completion of this transaction will be a highly valued addition to Trinity’s Construction products businesses. With this transaction, our expanded company will be well positioned for growth in the infrastructure arena.

• The transaction between Trinity and Quixote joins two complementary companies to drive innovation and breakthrough product designs to meet customers’ needs and provide more affordable solutions to facilitate product installations worldwide in the highway products industry.

• This is a compelling combination that strengthens the companies’ capabilities and expands market presence across North America and internationally.

• This combination will provide benefits to customers. We will use the combined network to enhance service to all of our valued customers in North America and abroad who are leading the building of critical infrastructure worldwide.

As we work to bring the two companies together, be assured that our priority will be to provide the same high level of customer service that you have come to rely on. We will also keep you posted on any relevant events as they develop. In the meantime, we will continue to conduct business with you as we do today.

I hope you share in our excitement as we increase our capabilities, expand our company and join forces with a leading developer and manufacturer of highway safety products to protect and direct motorists. If you would like to learn more about the transaction, read the attached press release, or visit www.quixotecorp.com or www.trin.net.

On behalf of Trinity Highway Products, LLC, thank you for your support, and as always, we look forward to continued success with you in the future.

Best Regards,

Signature to be determined by customer

Important Additional Information: The tender offer described in this letter has not yet commenced, and this letter is neither an offer to purchase nor a solicitation of an offer to sell securities of Quixote. At the time the tender offer is commenced, Trinity and its wholly-owned subsidiary, THP Merger Co. (the “Purchaser”), intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Quixote intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Trinity, the Purchaser and Quixote intend to mail these documents to the stockholders of Quixote. These documents will contain important information about the tender offer, including the various terms of, and conditions to, the tender offer, and stockholders of Quixote are urged to read them carefully and in their entirety before making any decision to tender securities in the planned tender offer. When available, the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to Quixote’s stockholders at no expense to them and will also be available at no charge on the SEC’s website at www.sec.gov.

EX-99.3

Exhibit 99.3

December 30, 2009

Dear Quixote Employee:

We are pleased to announce that Trinity Industries, Inc. and Quixote Corporation jointly entered into a definitive agreement whereby Trinity will acquire Quixote Corporation’s outstanding common shares, pursuant to a tender offer by a wholly-owned subsidiary of Trinity.

Assuming this transaction closes, I wanted to share with you some thoughts on this transaction. The transaction between Trinity and Quixote joins two complementary companies to drive innovation and breakthrough product designs to meet customers’ needs and provide affordable solutions to facilitate product installations worldwide in the highway products industry.

We have admired Quixote’s line of innovative products and its global reach for many years. We look forward to integrating the businesses into Trinity’s multi-industry portfolio. This acquisition will expand our international market penetration in the highway products business through Quixote’s existing valued customer relationships.

Trinity and Quixote have engaged a third party to assist them with the pre-close planning process which will be initiated over the next few weeks. We will work closely with employees from both companies to complete this important transition. Trinity values its employees and their contributions to creating a dynamic enterprise positioned for continued future success and accelerated growth.

An overview of the transaction is included in the Press Release. Until the transaction closes Trinity and Quixote will continue to operate as independent companies.

We appreciate your support of the process and your cooperation as we work to complete the integration of the businesses.

Sincerely,

Timothy R. Wallace	Mark W. Stiles
Chairman, CEO & President	Senior Vice President
Trinity Industries, Inc.	Group President Construction, Marine & Components

Important Additional Information: The tender offer described in this letter has not yet commenced, and this letter is neither an offer to purchase nor a solicitation of an offer to sell securities of Quixote. At the time the tender offer is commenced, Trinity and its wholly-owned subsidiary, THP Merger Co. (the “Purchaser”), intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Quixote intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Trinity, the Purchaser and Quixote intend to mail these documents to the stockholders of Quixote. These documents will contain important information about the tender offer, including the various terms of, and conditions to, the tender offer, and stockholders of Quixote are urged to read them carefully and in their entirety before making any decision to tender securities in the planned tender offer. When available, the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to Quixote’s stockholders at no expense to them and will also be available at no charge on the SEC’s website at www.sec.gov.

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EX-99.4

Exhibit 99.4

Distribution: Email to Highway Product Employees

Subject: Important Announcement from Steve Brown

We are pleased to announce that Trinity Industries, Inc. (“Trinity”) and Quixote Corporation (“Quixote”) jointly entered into a definitive agreement whereby a wholly-owned subsidiary of Trinity will acquire Quixote’s outstanding common shares pursuant to a tender offer.

Assuming this transaction closes, I want to share some thoughts with you. The transaction between Trinity and Quixote joins two complementary companies to drive innovation and breakthrough product designs to meet customers’ needs and provide affordable solutions to facilitate product installations worldwide in the highway products industry.

We have admired Quixote’s line of innovative products and its global reach for many years. We look forward to integrating the business into Trinity’s multi-industry portfolio. This acquisition will expand our international market penetration in the highway products business through Quixote’s existing valued customer relationships.

We have engaged a third party firm to assist us with the pre-close planning process, which will be initiated over the next few weeks. We will work closely with employees from both companies to complete this important transition. We value your collaboration with Quixote employees as we work to create a dynamic enterprise positioned for continued future success and accelerated growth.

An overview of the transaction is included in the Press Release. Until the transaction closes Trinity and Quixote will continue to operate as independent companies.

We appreciate your support of the process and your cooperation as we work to complete the integration of the businesses. We will keep you updated on the transaction process.

If you are contacted by any customers, industry experts or employees of Quixote, please do not comment or express your opinion on this transaction except to express your support. You may refer any questions regarding this transaction to the following individuals or me:

• William McWhirter

• James Perry

• Pat Wallace

• Will Burney

• Mike Mason

• Andrea Cowan

It is important to understand that until this transaction closes, Trinity will conduct its business in its normal professional and independent manner. This conduct would include avoiding any coordination on customers, production, and distribution. In addition, you are specifically precluded from the sharing of any data related to our business or theirs. If you have any questions as to what information you may share, please contact anyone on the list noted above.

Thank you for your attention to this important announcement. Happy New Year!

Important Additional Information: The tender offer described in this email has not yet commenced, and this email is neither an offer to purchase nor a solicitation of an offer to sell securities of Quixote. At the time the tender offer is commenced, Trinity and its wholly-owned subsidiary, THP Merger Co. (the “Purchaser”), intend to file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and related tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and Quixote intends to file a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer with the SEC. Trinity, the Purchaser and Quixote intend to mail these documents to the stockholders of Quixote. These documents will contain important information about the tender offer, including the various terms of, and conditions to, the tender offer, and stockholders of Quixote are urged to read them carefully and in their entirety before making any decision to tender securities in the planned tender offer. When available, the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to Quixote’s stockholders at no expense to them and will also be available at no charge on the SEC’s website at www.sec.gov.