SC TO-T/A

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. 3)

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. o

TABLE OF CONTENTS

     Item 11. Additional Information

     Item 12. Exhibits

Signature

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     This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2010, amends and supplements the Tender Offer Statement on Schedule TO filed on January 7, 2010 and amended on January 14, 2010 and January 21, 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 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 (a)(5) of the Schedule TO is hereby amended and supplemented by adding the following paragraphs:

     “On January 26, 2010, the Circuit Court of Cook County entered an order related to the purported stockholder lawsuit captioned Superior Partners, on Behalf of Itself and All Others Similarly Situated vs. Leslie J. Jezuit, Bruce Reimer, Daniel P. Gorey, Robert D. van Roijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D. Nastas, Quixote Corporation and Trinity Industries, Inc. (Cause No. 10-CH-01613) (the “Superior Complaint”) providing that (i) Trinity was dismissed without prejudice as a defendant in the Superior Complaint and (ii) the plaintiff’s motion for a temporary restraining order, expedited relief and a preliminary injunction hearing date was withdrawn. On January 28, 2010, the Circuit Court of Cook County entered an order related to the purported stockholder lawsuit captioned Ralph A. Ardito, individually and on behalf of all others similarly situated, vs. Bruce Reimer, Leslie Jezuit, Daniel Gorey, Lawrence McQuade, Clifford Nastas, Robert D. van Roijen, Jr., Duane M. Tyler, Quixote Corporation, Trinity Industries, Inc. and THP Merger Co. (Cause No. 10-CH-02544) (the “Ardito Complaint”, and together with the Superior Complaint, the “Complaints”) providing that Trinity and Purchaser were dismissed without prejudice as defendants in the Ardito Complaint.

     In connection with such court orders, counsel for the plaintiffs and the remaining defendants have agreed upon the principal terms of a settlement of the Complaints pursuant to the terms of two separate Memorandums of Understanding (together, the “Memorandums of Understanding”), copies of which are filed herewith as Exhibit (a)(5)(I) and Exhibit (a)(5)(J), which includes the release of all claims related to the offer and the Merger against all of the remaining defendants and Trinity. The settlement was reported by the parties to the court in conjunction with its dismissal of Trinity and Purchaser. The proposed settlement is conditioned upon, among other things, the execution of an appropriate stipulation of settlement, consummation of the Offer and final approval of the proposed settlement by the court. Pursuant to the terms of the Memorandums of Understanding, Quixote will make certain supplemental disclosures which will be contained in an amendment to Quixote’s Schedule 14D-9 filed in connection with the Offer. None of Quixote, Trinity or any of the other remaining defendants has admitted wrongdoing of any kind, including but not limited to inadequacies in any disclosure, the materiality of any disclosure that the plaintiffs contend should have been made, any breach of any fiduciary duty, or aiding or abetting any of the foregoing. In addition, the parties agreed to present to the court a stipulation of settlement and any other documentation as may be required in order to obtain approval by the court of the settlement on behalf of a class of stockholders and the dismissal of the Complaints. The stipulation of settlement will include a release of all claims against Trinity, all remaining defendants and their affiliates and agents held by the plaintiffs and class members. Pursuant to the terms of the Memorandums of Understanding, and subject to court approval, the plaintiffs will be awarded certain attorneys’ fees and expenses. Trinity, Quixote or its successors will pay the award. These attorneys’ fees and expenses will not be deducted from the Offer consideration and the Offer Price will not be increased or decreased in connection with any settlement finally reached by the plaintiffs and the remaining defendants.”

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

          (a)(5)(I) Memorandum of Understanding, dated January 28, 2010, related to the purported stockholder lawsuit captioned Superior Partners, on Behalf of Itself and All Others Similarly Situated vs. Leslie J. Jezuit, Bruce Reimer, Daniel P. Gorey, Robert D. van Roijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D. Nastas, Quixote Corporation and Trinity Industries, Inc. (Cause No. 10-CH-01613)

          (a)(5)(J) Memorandum of Understanding, dated January 28, 2010, related to the purported stockholder lawsuit captioned Ralph A. Ardito, individually and on behalf of all others similarly situated, vs. Bruce Reimer, Leslie Jezuit, Daniel Gorey, Lawrence McQuade, Clifford Nastas, Robert D. van Roijen, Jr., Duane M. Tyler, Quixote Corporation, Trinity Industries, Inc. and THP Merger Co. (Cause No. 10-CH-02544)

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SIGNATURE

     After due inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

TRINITY INDUSTRIES, INC.
By:	/s/ William A. McWhirter II
	Name:	William A. McWhirter II
	Title:	Senior Vice President and Chief Financial Officer
THP MERGER CO.
By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary

Date: January 29, 2010

EX-99.A.5.I

Exhibit (a)(5)(I)

STATE OF ILLINOIS	)
	)	SS
COUNTY OF COOK	)

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
COUNTY DEPARTMENT, CHANCERY DIVISION

Superior Partners, on Behalf of Itself and All	)
Others Similarly Situated,	)	No. 10 CH 01613
	)
Plaintiff,	)	Jury Trial Demanded
	)
vs.	)
	)
Leslie J. Jezuit, Bruce Reimer, Daniel P. Gorey,	)
Robert D. van Roijen, Lawrence C. McQuade,	)
Duane M. Tyler, Clifford D. Nastas, Quixote	)
Corporation and Trinity Industries, Inc.,	)
	)
Defendants.	)
	)

MEMORANDUM OF UNDERSTANDING

     Plaintiff Superior Partners (“Plaintiff”) and Defendants Leslie J. Jezuit, Bruce Reimer, Daniel P. Gorey, Robert D. van Roijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D. Nastas, Quixote Corporation (“Defendants”) and Trinity Industries, Inc., who constituted all of the parties against whom the above-captioned action (the “Action”) was brought, by and through their respective attorneys, have reached an agreement in principle providing for the settlement of the Action on the terms and subject to the conditions set forth in this Memorandum of Understanding (the “MOU”):

     WHEREAS, on December 30, 2009, Quixote Corporation (“Quixote” or the “Company”) and Trinity Industries, Inc. (“Trinity”) announced that they have reached a definitive agreement (the “Merger Agreement”) for Trinity to acquire the outstanding

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common shares and equivalents of Quixote (the “Transaction”) pursuant to an all-cash tender offer of $6.38 per share (the “Tender Offer”) or approximately $61 million;

     WHEREAS, on January 7, 2010, Quixote mailed a recommendation statement (the “Recommendation Statement”) to Quixote shareholders, which included, among other things, a recommendation by the Board of Directors of Quixote (the “Board”) that Quixote’s shareholders tender their shares pursuant to the Tender Offer;

     WHEREAS, on January 13, 2010, a putative class action complaint (the “Complaint”) was filed by Plaintiff Superior Partners (“Superior Partners”), a shareholder of the Company, on behalf of all holders of Quixote’s common stock, other than Defendants, Trinity, and their affiliates (the “Putative Class”), in the Circuit Court of Cook County, Illinois (the “Illinois Circuit Court”) captioned Superior Partners v. Jezuit, No. 10 CH 01613 (the “Action”);

     WHEREAS, the Complaint sought relief against Quixote and the members of its Board of Directors (Leslie J. Jezuit, Bruce Reimer, Daniel P. Gorey, Robert D. van Roijen, Lawrence C. McQuade, Duane M. Tyler, Clifford D. Nastas) as well as Trinity;

     WHEREAS, the Complaint challenged, inter alia, the Tender Offer and the Merger Agreement, including but not limited to the terms of the Merger Agreement, and alleged that the Board had breached its fiduciary duties in connection therewith. Specifically, the Complaint alleged, inter alia, that the following information, alleged by Plaintiff to be material, was not disclosed in the Recommendation Statement:

(i) According to the Recommendation Statement, pursuant to the Merger Agreement, each award of restricted Common Stock granted under the Company’s Stock Plans, including any restricted stock award (a “Restricted Stock Award”), will have its forfeiture provisions lapse and will entitle the holder to cash payment. The Recommendation Statement also indicates that as of December 31,

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2009, the directors and Executive Officers of Quixote beneficially owned, Restricted Stock Awards for 103,370 shares of Quixote Common Stock. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the amount of Restricted Stock Awards that each director holds.

(ii)	According to the Recommendation Statement, for its Discounted Cash Flow Analysis, Morgan Keegan relied upon projections for fiscal years 2010 through 2014 and calculated the range of net present values based on a range of discount rates from 15% to 20%; a range of terminal value EBITDA multiples of 6.0x to 8.0x and a range of perpetuity growth rates of 1.0% to 5.0%. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose (a) the projections used for this analysis as well as the (b) methodology used to select the discount rates, the EBITDA multiples and the perpetuity growth rates.
(iii)	According to the Recommendation Statement, in evaluating the Merger Agreement and the transactions contemplated therein, Quixote’s board of directors considered that, during the strategic process, “JPMorgan and Morgan Keegan solicited third party interest in a possible transaction with Quixote from and provided financial and operation information to a number of potential strategic acquirers.” The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose (a) other than Trinity and Company A, how many other strategic parties were contacted during the period of January 2008 to December 30, 2009, (b) were any private equity parties contacted, (c) during the period of January 2008 to December 30, 2009 did the Company receive any indications of interests in acquiring either the Company or any of its segment from any entity other than Company A, Trinity and Vaisala Inc. (“Vaisala”), and (d) was the potential strategic party and the potential management buyer with whom JPMorgan spoke during July 2008 and August 2008 contacted when the sale process resumed in 2009.
(iv)	According to the Recommendation Statement in evaluating the Merger Agreement and the transactions contemplated therein, Quixote’s board of directors considered “whether parties other than Trinity or Company A would be willing or capable of entering into a transaction with Quixote that would provide value to Quixote’s

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stockholders superior to the Offer Price.” The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the conclusion reached from this consideration.

(v)	According to the Proxy Statement, in late September 2009, Vaisala expressed interest in a possible acquisition of the Company’s Inform Business Segment and in December 2009 the Company’s board approved the sale of the Company’s Inform Business Segment to Vaisala. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose (a) the rationale for selling the Company’s Inform Business Segment to Vaisala instead of seeking a sale of the entirety of the Company, (b) did Trinity indicate that it was not interested in acquiring the Company’s Inform Business Segment, (c) were the indication of interests from Company A indications to acquire the entirety of the Company, and (d) were any other companies contacted to ascertain whether anyone else was interested in paying a higher price than Vaisala for the Company’s Inform Business Segment.
(vi)	According to the Recommendation Statement in evaluating the Merger Agreement and the transactions contemplated therein, Quixote’s board of directors considered “whether parties other than Trinity or Company A would be willing or capable of entering into a transaction with Quixote that would provide value to Quixote’s stockholders superior to the Offer Price.” The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the conclusion reached from this consideration.
(vii)	According to the Recommendation Statement, on October 16, 2009, Mr. McWhirter and Mr. Stiles of Trinity met with Mr. Jezuit and Mr. Gorey to discuss the possibility of Trinity acquiring a portion of Quixote’s Protect and Direct business segment. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose (a) at whose request was this meeting held and (b) were discussions held regarding Trinity acquiring the entire Company.
(viii)	According to the Recommendation Statement, during July 2008 and August 2008, JPMorgan representatives had several

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conversations with Company A and its financial representatives. During this period, JPMorgan also spoke with another potential strategic buyer, as well as representatives of a Company employee who had expressed interest in proposing a management buyout of Quixote (the “Management Buyer”). The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the substance of the conversations with Company A and its representatives and the Management Buyer.

(ix)

According to the Recommendation Statement, on August 5, 2008, JPMorgan made a presentation at a meeting of the board of directors of the Company in Chicago, Illinois covering a range of topics, including valuation, strategic alternatives and the results of their discussions with third parties. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the substance of this presentation including information regarding valuation and the strategic alternatives available to the Company.

(x)

According to the Recommendation Statement, on October 8, 2008, the board of directors of Quixote met in Chicago, Illinois. At that meeting, JPMorgan provided an update on its discussions with Company A, provided its evaluation of other potential buyers, updated its valuation review of the Company and presented an overview of the credit market crisis and its potential effects on any strategic transactions. Holland & Knight then made a presentation on governance matters. The board of directors and its advisors had a series of discussions on these presentations. The Complaint alleges that the Recommendation Statement is deficient because it fails to disclose the substance of this presentation as well as the discussions had regarding the same.

     WHEREAS, the Complaint also alleged, inter alia, that by reason of Defendants’ actions, Plaintiffs and members of the Putative Class (the “Putative Class Members”) had suffered and would suffer irreparable harm for which they had no adequate remedy at law, and requested that the Illinois Circuit Court grant appropriate relief for such alleged harm;

     WHEREAS, on or about January 19, 2010, Plaintiff Superior Partners filed a Motion Seeking (i) A Temporary Restraining Order, (ii) Expedited Discovery and (iii) A

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Post-Expedited Discovery Hearing Date On A Motion For A Preliminary Injunction (the “Expedited Discovery/TRO Motion”) and scheduled a hearing on the same for January 22, 2010 (the “Expedited Discovery/TRO Hearing.”)

     WHEREAS, on or about January 21, and January 22, 2010, the Parties conferred with the Illinois Circuit Court and on January 22, 2010 jointly asked the Illinois Circuit Court to adjourn the Expedited Discovery/TRO Hearing until January 26, 2010 so that the Parties could pursue settlement negotiations;

     WHEREAS, on or around January 21, 2010 the Parties entered into a confidentiality agreement and that same day Defendants produced over several hundred pages of documents to counsel for Plaintiff;

     WHEREAS, between January 20, 2010 and January 26, 2010, counsel for the Defendants, Counsel for Trinity, and counsel for Plaintiff engaged in good faith discussions with regard to the possible settlement of the Action;

     WHEREAS, on January 25, 2010, Defendants filed their Memorandum of Law in Opposition to Plaintiff Superior Partners’ Motion, and Trinity filed a Joinder adopting and joining in Defendants’ arguments in Opposition to Plaintiff’s Motion;

     WHEREAS, after extensive negotiations, the Parties reached an agreement in principle concerning the proposed settlement of the Action, which is set forth in this MOU;

     WHEREAS, on January 26, 2010 the parties appeared before the Court in connection with the Expedited Discovery/TRO Hearing where the Court, having been advised by the Parties that they had reached a an agreement on all material terms of a settlement, issued orders as follows: (i) granting Richard Brualdi’s pro hac vice motion;

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(ii) granting Plaintiff’s request to withdraw its Expedited Discovery/TRO Motion; (iii) directing that settlement of the Action is contingent upon (a) proof of Superior Partners’ share ownership in Quixote as of January 26, 2010 and/on or before December 29, 2009, (b) proper notice to the class, (c) execution of a definitive settlement agreement which contains customary terms and (d) court approval; (iv) dismissing Trinity without prejudice; (v) scheduling a status conference for April 12, 2010 at 9:30 a.m.;

     WHEREAS, Defendants deny all allegations of wrongdoing, fault, liability or damage to Plaintiff and the Putative Class, deny that they are engaged in any wrongdoing or violation of law or breach of duty, and believe that they acted properly at all times, but wish to settle the litigation on the terms and conditions stated in this MOU in order to eliminate the burden and expense of further litigation and to put the claims to be released hereby to rest finally and forever, and to avoid any possible delay in the tender of shares pursuant to the Tender Offer;

     WHEREAS, the entry by Plaintiff into this MOU is not an admission as to the lack of any merit of any claims asserted in the Action;

     WHEREAS, all Parties recognize the time and expense that would be incurred by further litigation in this matter and the uncertainties inherent in such litigation.

NOW THEREFORE THE PARTIES AGREE TO SETTLE THE ACTION (SUBJECT TO APPROVAL OF THE ILLINOIS CIRCUIT COURT) ON THE FOLLOWING TERMS:

     1. In consideration for the full settlement and release of all Settled Claims (as defined below) the Company has agreed to disclose the additional information (the “Supplemental Disclosures”) in a supplement (the “Supplement”), the form and content of which is attached hereto as Exhibit A, that the Company will file with the SEC and

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make available to Quixote’s shareholders, on or before January 29, 2010 or as reasonably practicable thereafter, which additional information constitutes materially all of the information sought in Plaintiff’s complaint.

     2. Defendants acknowledge that the decision to disclose the Supplemental Disclosures in the Supplement was a direct and sole result of the Action, the efforts of counsel for Plaintiff in the Action (“Plaintiff’s Counsel”), and extensive negotiations between counsel for Plaintiff and Defendants.

     3. Plaintiff’s Counsel shall conduct such reasonable additional confirmatory discovery as is appropriate and necessary and as agreed to by the Parties, including interviews, to confirm the fairness and reasonableness of the terms of this settlement (“Confirmatory Discovery”). The Parties will attempt in good faith and use their best efforts to complete Confirmatory Discovery no later than forty (40) business days after the closing of the Transaction.

     4. The Parties shall negotiate in good faith and execute an appropriate final settlement agreement (the “Settlement Agreement”) and such other documentation (collectively the “Settlement Documents”) as may be required to obtain Final Court Approval of the settlement by the Illinois Circuit Court upon the terms contained herein. The Settlement Agreement shall provide for, but shall not be limited to: (a) the certification for purposes of settlement only under 735 ILCS 5/2-801 of a class consisting of all persons or entities who owned Quixote’s common stock on December 30, 2009, and, to the extent acting as such, all of their successors in interest and transferees, immediate and remote, through and including the closing of the Transaction and all of their predecessors, trustees, executors, administrators, heirs, assigns and transferees,

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immediate and remote, and any person acting for or on behalf, claiming under any of them and each of them (the “Class”), provided, however, that excluded from the Class are Defendants and persons or entities related to or affiliated with Defendants and/or Trinity; (b) a form of proposed scheduling order (the “Scheduling Order”); (c) a form of proposed notice to be sent to Quixote shareholders (the “Notice”); and (d) a form of proposed final order and judgment containing releases and dismissing the litigation with prejudice (the “Final Order and Judgment”).

     5. The Settlement Agreement will provide that Defendants shall be solely responsible for providing and paying for notice to the putative class as required by the Illinois Circuit Court.

     6. The Settlement Agreement shall also include the following provisions: (a) that Defendants and Trinity have denied and continue to deny that they have committed or attempted to commit any violations of law or breached any duty owed to Quixote or its stockholders; (b) that the Settlement is subject to the successful completion of the Transaction; and (c) that in the event the Settlement does not become final for any reason, the parties agree to the restoration of their respective positions before the execution of this MOU, and Defendants and Trinity reserve the right to oppose certification of any class in any future proceedings.

     7. The Defendants agree that the Action is being settled voluntarily after consultation with competent legal counsel.

     8. The parties will present the Settlement Documents to the Illinois Circuit Court for approval as soon as practicable following their execution, and will cooperate to obtain Final Court Approval of the Settlement and the dismissal of the Action with

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prejudice as to all claims asserted against Defendants and Trinity in the Action and without costs to any party (other than counsel fees and expenses as provided herein). As used herein, “Final Court Approval” of the Settlement means that the Illinois Circuit Court has entered an order approving the Settlement and that such order is finally affirmed on appeal or is no longer subject to appeal. The Parties acknowledge that the Transaction is likely to close before Final Court Approval.

     9. The Settlement Documents will also provide that the Defendants acknowledge that Plaintiff’s counsel have a claim for attorneys’ fees and reimbursement of expenses in this action based upon the benefits that the Settlement has and will provide to the members of the putative class, and that, rather than continuing to litigate this issue, the parties to this Settlement (after negotiating the other elements of the Settlement) agreed that, subject to Court approval of the Settlement (including approval of the resolution of Plaintiff’s counsel’s claim for attorneys’ fees and reimbursement of expenses),, Defendants will cause to be paid to Plaintiff’s Counsel the sum of $431,000 U.S. dollars or such lesser sum as approved by the Court in full settlement of this claim for attorneys’ fees and reimbursement of expenses as a unitary term of the settlement. The amounts paid to Plaintiff’s counsel for attorneys’ fees and reimbursement of expenses will not be paid out of amounts that would otherwise have been paid to the members of the putative class. The Settlement Agreement will provide that the payment of the settled claim for attorneys’ fees and reimbursement of expenses will be made within twenty (20) days after approval of the settlement by the Circuit Court subject to the joint and several obligation of Plaintiff’s counsel to refund those fees should the approval of the settlement or the approval of the settlement of the claim for attorneys’ fees and

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expenses be reversed on appeal. At the time the fees and reimbursement of expenses are paid they shall be paid by check made payable to The Brualdi Law Firm, P.C., as receiving agent for Plaintiff’s Counsel, to allocate among Plaintiff’s Counsel as it believes to reflect the relative contributions of each counsel to the prosecution of the Action. The Settlement Agreement will provide that Defendants agree not to oppose such fees and reimbursement of expenses either at the trial court or on any appeal by members of the Putative Class. Counsel for Defendants and Plaintiff’s Counsel negotiated the provisions herein related to the attorneys’ fees and reimbursement of expenses after the Parties had agreed to the other substantive terms of the MOU contained herein.

     10. The consummation of the Settlement is subject to and contingent upon the occurrence of all of the following events:

(a)	The satisfactory completion of confirmatory discovery by Plaintiff’s Counsel.
(b)	The Final Court Approval of the Settlement by the Illinois Circuit Court and entry of the Final Order and Judgment and bar order (substantially in the form submitted by the Parties or as modified by the Court or pursuant to an agreement by all Parties and including certification by the Illinois Circuit Court of a class as described in paragraph 4 above);
(c)	The Final Order and Judgment becoming final, which shall occur one business day following the later of the following events: (i) the date upon which the time expires for filing or noticing any appeal

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of the Final Order and Judgment to be provided for in the Settlement Agreement and (ii) if there is an appeal or appeals, the completion, in a manner that affirms and leaves in place the Final Order and Judgment without any material modification, of all proceedings arising out of the appeal or appeals (including, but not limited to, the expiration of all deadlines for motions for reconsideration, all proceedings ordered on remand, and all proceedings arising out of any subsequent appeal or appeals following decisions on remand); and

(d) The closing of the Transaction.

     11. The “Effective Date of the Settlement” shall be the earliest business day after the occurrence of all of the events specified in Paragraphs 10 (a) through (d).

     12. The Settlement Agreement will provide that, upon the Effective Date of the Settlement, the following parties will be released (the “Released Parties”) with respect to the Released Claims (as defined below): All parties to the Action and their counsel (including but not limited to Defendants), and Trinity and its Counsel,, and to the extent acting as such, all of Defendants’ and Trinity’s respective present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents, subsidiaries, associates, affiliates, employers, employees, agents, consultants, insurers, directors, managing directors, officers, partners, partnerships, principals, limited liability companies, members, bankers, consultants, trustees, insurers, co-insurers, reinsurers, accountants, financial and other advisors, investment bankers, underwriters, lenders,

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auditors, and any other representatives of any of these persons or entities, whether or not such Released Parties were named, served with process, or appeared in the Action.

     13. The Settlement Agreement will provide that, upon the Effective Date of the Settlement, the following claims will be fully, absolutely, and forever released, dismissed, discharged, relinquished, compromised, and settled with prejudice (the “Released Claims”) with respect to the Released Parties, except as may exist with respect to claims belonging to the Defendants and Trinity against their insurers or co-insurers: All rights, actions, causes of action, suits, debts, dues, sums of money, accounts, liabilities, losses, obligations, fees, costs, reckonings, bonds, bills, specialties, controversies, agreements, contracts, variances, trespasses, damages, judgments, extensions, executions, claims, and demands whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, that have been, could have been, or in the future could be or might be asserted, by or on behalf of Plaintiff and any or all members of the Putative Class (the “Releasing Parties”) that relate in any way to (i) the events leading up to Merger Agreement, the Tender Offer, or the Transaction (collectively, the “Transaction”) or any amendment or modification thereto, including the Transaction itself; (ii) the fiduciary and other duties owed by Defendants and the Released Parties to shareholders of Quixote in connection therewith; and/or (iii) Defendants’ and the Released Parties’ disclosure obligations under federal, state or any other law in connection with the Merger Agreement, the Tender Offer, or the Transaction (but excluding statutory claims for appraisal and also claims to enforce this Settlement). Additionally, upon the Effective Date the Defendants will release all claims, including Unknown Claims, they may have

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against Plaintiff or Plaintiff’s Counsel relating to their filing and prosecution of the Action (the “Defendants’ Claims”).

     14. The term “unknown” in the definition of the Released Claims and Defendants’ Claims includes claims that Plaintiff, the Releasing Parties, Defendants, the Released Parties, any or all members of the Putative Class, and any or all other persons and entities whose claims are being released, do not know or suspect to exist, which, if known by him, her or it, might affect his, her or its agreement to release the Released Parties and the Released Claims, or might affect his, her or its decision to object to or not object to the Settlement (“Unknown Claims”). Upon the Effective Date, Plaintiff, Defendants, all members of the Putative Class, the Releasing Parties, and all other persons and entities whose claims are being released, shall be deemed to have, and shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of §1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS, WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     15. Upon the Effective Date, Defendants, the Released Parties, Plaintiff, the Releasing Parties, all members of the Putative Class, and all other persons and entities whose claims are being released, also shall be deemed to have, and shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to §1542 of the California Civil Code. Defendants and Plaintiff, on behalf of

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the Putative Class, acknowledge that members of the Putative Class may discover facts in addition to or different from those that they now know or believe to be true with respect to the subject matter of this release, but that it is their intention, on behalf of the Putative Class, to fully, finally and forever to settle and release the Released Claims, including Unknown Claims, as that term is defined herein.

     16. This MOU and all negotiations, discussions and proceedings in connection with this MOU, shall not constitute any evidence, or any admission by any of the Defendants or Released Parties, that any acts of wrongdoing have been committed and shall not be deemed to create any inference that there is any liability on the part of any of the Defendants or Released Parties. This MOU and all negotiations, discussions and proceedings in connection with this MOU shall not be offered or received in evidence or used for any other purpose in this or any other proceeding in any court, administrative agency, arbitration forum, or other tribunal other than as may be necessary to enforce the terms of the MOU. Defendants and Trinity have denied and continue to deny that they have committed or attempted to commit any wrongdoing, violations of law, or breached any duty to Plaintiff or class members or anyone else.

     17. Pending negotiation and execution of the Stipulation of Settlement and Final Court Approval, the Parties agree to stay any discovery (except Confirmatory Discovery) and to stay and not to initiate any and all other proceedings other than those incident to the Settlement itself. The Parties also agree to use their best efforts to prevent, stay or seek dismissal of or oppose entry of any interim or final relief in favor of any member of the Putative Class in any other litigation against any of the parties to this

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MOU which challenges the Settlement, the Merger Agreement, the Tender Offer, or otherwise involves a Settled Claim.

     18. This MOU shall be null and void and of no force and effect, unless otherwise agreed to by the Parties pursuant to the terms hereof, if (a) the Settlement does not obtain Final Court Approval; provided, however, that any decision by a court not to approve the amount of attorneys’ fees and expenses sought by counsel for Plaintiff shall not void the Stipulation or the Settlement, or (b) the Transaction, including any amendment thereto, is not concluded for any reason. In the event that any Party withdraws from the Settlement, this MOU shall not be deemed to prejudice in any way the respective positions of the Parties with respect to the Action.

     19. This MOU may be modified only by a writing signed by counsel for all Parties.

     20. This MOU is binding upon and shall inure to the benefit of the Parties and their respective agents, successors, executors, heirs and assigns.

     21. This MOU shall be governed by the law of the State of Delaware, without regard to Illinois conflict of law rules. This MOU may be executed in any number of actual, telecopied or electronically transmitted counterparts and by each of the different Parties on several counterparts, each of which when so executed and delivered will be an original. The executed signature page(s) from each actual, telecopied or electronically transmitted counterparts may be joined together and attached and will constitute one and the same instrument.

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Dated: January 28, 2010

ATTORNEYS FOR PLAINTIFF SUPERIOR PARTNERS
 

/s/ RICHARD B. BRUALDI  

RICHARD B. BRUALDI (Admitted pro hac vice) 

THE BRUALDI LAW FIRM, P.C.
29 Broadway, Suite 2400
New York, New York 10006
(212)952-0602
(212) 952-0608 (FAX)
rbrualdi@brualdilawfirm.com 

ATTORNEYS FOR DEFENDANTS LESLIE J. JEZUIT, BRUCE REIMER,
DANIEL P. GOREY, ROBERT D. VAN ROIJEN, LAWRENCE C. MCQUADE,
DUANE M. TYLER, CLIFFORD D. NASTAS, QUIXOTE CORPORATION

/s/ PAMELA G. SMITH

PAMELA G. SMITH 

KATTEN MUCHIN ROSENMAN LLP
525 West Monroe Street
Chicago, Illinois 60661-3693
(312)902-5442
(312)577.4770 9 (FAX)
pamela.smith@kattenlaw.com 

EX-99.A.5.J

Exhibit (a)(5)(J)

MEMORANDUM OF UNDERSTANDING

          The Parties to the putative class action lawsuit currently pending in the Circuit Court of Cook County, Illinois County Department – Chancery Division (the “Court”), styled Ardito v. Reimer, et al., Case No. 2010CH02544 (the “Ardito Action”), by and through their respective attorneys, have reached an agreement in principle providing for the settlement of the Ardito Action (the “Settlement”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (“Memorandum”):

          WHEREAS, on December 30, 2009, Quixote Corporation (“Quixote”) and Trinity Industries, Inc. and THP Merger Co. (collectively “Trinity”) announced a proposed tender offer and merger (the “Proposed Transaction”) in which Trinity is making a tender offer to acquire all outstanding shares of Quixote at a price of $6.38 per share in cash and a subsequent merger;

          WHEREAS, on January 7, 2010, Quixote filed with the Securities and Exchange Commission (“SEC”) a Form 14D-9 Recommendation Statement (the “Recommendation Statement”) soliciting Quixote’s shareholders to tender their shares in favor of the Proposed Transaction before the Tender Offer will expire on February 4, 2010, and recommending that the Company’s shareholders tender their shares in the Tender Offer.

          WHEREAS, on January 20, 2010, the Ardito Action was filed as putative class action on behalf of Quixote stockholders challenging the Proposed Transaction and disclosures in the Recommendation Statement and naming as defendants Quixote, Bruce Reimer, Leslie Jezuit, Daniel Gorey, Lawrence McQuade, Clifford Nastas, Robert D. van Roijen, Jr., Duane M. Tyler, and Trinity (collectively “Defendants”);

          WHEREAS, on January 22, 2010, the Ardito Action filed a motion for a temporary restraining order and expedited proceedings;

          WHEREAS, on January 24, 2010, Defendants produced certain non-public materials in the Ardito Action, including board minutes and banker’s books pertaining to the Proposed Transaction;

          WHEREAS, on January 25, 2010, the Ardito Action was transferred to Judge Sofia Hall before whom an earlier similar filed action challenging the Proposed Transaction was pending, styled Superior Partners v. Reimer, 10CH01613 (the “SP Action”);

          WHEREAS, counsel for Defendants and Plaintiff’s Counsel in the SP Action have engaged in extensive arms’-length negotiations and on January 26, 2010, agreed to settle the SP Action;

          WHEREAS, counsel for Defendants and Plaintiffs’ Counsel in the Ardito Action have engaged in extensive arms’-length negotiations concerning a possible settlement of the Ardito Action, which will be mooted in light of the settlement in the SP Action;

          WHEREAS, the Parties have reached an agreement in principle to settle the Ardito Action because Quixote will make certain additional or amended disclosures pursuant to the anticipated settlement in the SP Action;

          WHEREAS, Plaintiff’s Counsel in the Ardito Action have determined that a settlement of the Ardito Action on the terms reflected in this Memorandum is fair, reasonable, adequate, and in the best interests of Quixote’s stockholders;

          WHEREAS, on January 27, 2010, Trinity had not been served and Plaintiff in the Ardito Action filed a stipulation to dismiss without prejudice his claims against Trinity;

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          WHEREAS, the Defendants, to avoid the costs, disruption, and distraction of further litigation, and without admitting the validity of any allegations made in the Ardito Action, or any liability with respect thereto, have concluded that it is desirable that the claims against them be settled on the terms reflected in this Memorandum;

          WHEREAS, the Quixote Defendants maintain that they have committed no disclosure violations or any other breach of duty whatsoever in connection with the Proposed Transaction or the Schedule 14D-9;

          WHEREAS, Plaintiff’s entry into this Memorandum in the Ardito Action is not an admission as to the lack of any merit of any of the claims asserted in the Ardito Action;

          NOW, THEREFORE, as a result of the foregoing and the negotiations among counsel for the Parties, the Parties have agreed as follows:

          1. The Parties agree to negotiate and sign a Stipulation of Settlement (“Settlement”), if necessary, reflecting the terms set forth in this Memorandum, including but not limited to a release of all Defendants, Trinity Industries, Inc., and THP Merger Co.

          2. Pursuant to the settlement of the SP Action, Quixote will provide amended and supplemental disclosures, exclusively in an Amended Schedule 14D-9 to be filed on or before January 29, 2010 or as reasonably practicable thereafter (the “Supplemental Disclosures”).

          3. Defendants acknowledge that the Supplemental Disclosures moot Plaintiff’s disclosure claims giving rise, under Delaware law, to a petition for attorneys’ fees in the Ardito Action (the “Fee Claim”), and as part of this Settlement Defendants agree to pay Plaintiff’s Counsel in the Ardito Action $169,000 and Plaintiff agrees to dismiss the Ardito Action with prejudice against all Defendants.

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          4. Defendants agree that Quixote (or any successor entity) will make payment of attorneys’ fees and expenses in the Ardito Action within ten (10) calendar days after entry of the last order of dismissal, with prejudice, in the Ardito Action, which will be filed by Ardito no earlier than the date on which final settlement of the SP action is approved. Further, at the time the attorneys’ fees are paid they shall be paid via wire transfer to an account controlled by LEVI & KORSINSKY, LLP.

          5. This Memorandum and Settlement shall be null and void and of no force and effect, unless otherwise agreed to by the Parties pursuant to the terms hereof, if the settlement in the SP Action does not obtain final court approval. In the event any Party withdraws from the Settlement anticipated by this Memorandum, then this Memorandum shall not be deemed to prejudice in any way the respective positions of the Parties with respect to the Ardito Action, and neither the existence of this Memorandum, nor its contents, nor the negotiations leading to it, shall be admissible in evidence or shall be referred to for any purpose in the Ardito Action or in any other litigation or proceeding.

          6. If any action is filed in any court asserting claims that are related to the subject matter of the Ardito Action prior to dismissal of the Ardito Action, the Parties agree to take all necessary action to prevent, stay, or seek dismissal of, or oppose entry of any interim or final relief in favor of any member of the Class in any other litigation against any of the parties to this Memorandum which challenges the Settlement, the Proposed Transaction, or otherwise involves a Settled Claim.

          7. This Memorandum shall be governed by and construed in accordance with the substantive laws of the State of Delaware and the procedural laws of Illinois.

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          8. This Memorandum may be modified or amended only by a writing, signed by all of the signatories hereto, that refers specifically to this Memorandum.

          9. The provisions contained in this Memorandum shall not be deemed a presumption, concession or admission by any Defendant of any fault, liability or wrongdoing as to any facts or claims that have been or might be alleged or asserted in the Ardito Action, or any other action or proceeding that has been, will be, or could be brought, and shall not be interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise used by any person in the Ardito Action, or in any other action or proceeding, whether civil, criminal or administrative, for any purpose other than as provided for expressly herein.

          10. This Memorandum shall be binding upon and inure to the benefit of the Parties and their respective agents, executors, heirs, successors and assigns.

          11. Notice of the proposed Settlement, if necessary, shall be provided by Quixote (or any successor entity) at its expense.

          12. This Memorandum may be executed in any number of actual or telecopied counterparts and by each of the different Parties on several counterparts, each of which when so executed and delivered will be an original. The executed signature page(s) from each actual or telecopied counterpart may be joined together and attached and will constitute one and the same instrument.

          IN WITNESS WHEREOF, the Parties have executed this Memorandum effective as of the date set forth below.

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DATED: January 28, 2010	LEVI & KORSINSKY, LLP
	/s/ Juan E. Monteverde
	Juan E. Monteverde
	30 Broad Street -15th Floor New York, NY 10006 Attorneys for Plaintiffs

DATED: January 28, 2010	KATTEN MUCHIN ROSENMAN LLP
	/s/ Pamela Smith
	David H. Kistenbroker
	Pamela Smith 525 West Monroe Street Chicago, IL 60661-3693
	Attorneys for Defendants Quixote Corporation and Individual Defendants