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. 4)

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. þ

TABLE OF CONTENTS

 EX-99.A.5.K

     This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2010, amends and supplements the Tender Offer Statement on Schedule TO filed on January 7, 2010 as amended by Amendment No. 1 filed on January 14, 2010, Amendment No. 2 filed on January 21, 2010 and Amendment No. 3 filed on January 29, 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 any further amendments thereto), 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 of the Schedule TO is hereby amended and supplemented by adding the following text to such Item:

     “The Offer and withdrawal rights expired at 12:00 Midnight, New York City time, on Thursday, February 4, 2010. The Depositary has advised that, as of the expiration time, an aggregate of 8,155,248 Shares (including approximately 87,689 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 87.37% of the total outstanding Shares. In total, taking into account the Shares tendered to Purchaser in the tender offer and the 404,700 Shares already held by Purchaser, Purchaser holds 8,559,948 Shares, representing approximately 91.71% of the total outstanding Shares. Therefore, the Minimum Condition has been satisfied. All Shares that were validly tendered and not properly withdrawn have been accepted for purchase by the Purchaser. The Purchaser will promptly pay for such Shares at the Offer Price.

     Trinity intends to promptly effect a short-form merger under Delaware law and, as a result, Quixote will become a direct, wholly-owned subsidiary of Trinity.

     As a result of the Merger, any Shares not tendered in the Offer (other than Shares held (i) in the treasury of Quixote or by Quixote’s subsidiaries, Trinity or the Purchaser or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such Shares) will be cancelled and converted into the right to receive the same $6.38 in cash per Share, without interest thereon and less any applicable withholding taxes, that was paid in the Offer.

     Following the Merger, the Shares will cease to be traded on the NASDAQ Global Market.

     The full text of the press release issued by Trinity and the Purchaser announcing the completion of the Offer is attached hereto as Exhibit (a)(5)(K) and is incorporated herein by reference.”

Item 12. Exhibits.

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

          (a)(5)(K) Press Release issued by Trinity Industries, Inc. and THP Merger Co. on February 5, 2010

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: February 5, 2010

EX-99.A.5.K

Exhibit (a)(5)(K)

NEWS RELEASE

Investor Contact:
James E. Perry
Vice President, Finance and Treasurer
Trinity Industries, Inc.
214/589-8412

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Completes its Tender Offer
For Shares of Quixote Corporation

DALLAS — February 5, 2010 — Trinity Industries, Inc. (NYSE: TRN) announced today the successful completion of the tender offer by its subsidiary, THP Merger Co., for all outstanding shares of common stock of Quixote Corporation (NASDAQ: QUIX) and intends to complete the acquisition of Quixote Corporation promptly.

The tender offer and withdrawal rights expired at 12:00 Midnight, New York City time, on Thursday, February 4, 2010. The depositary for the tender offer has advised that, as of the expiration time, approximately 8,155,248 shares (including approximately 87,689 shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 87.37% of all outstanding shares. In total, taking into account the shares tendered to THP Merger Co. in the tender offer and the 404,700 shares already held by THP Merger Co., THP Merger Co. holds 8,559,948 shares, representing approximately 91.71% of the total outstanding shares. All shares that were validly tendered and not properly withdrawn have been accepted for purchase. THP Merger Co. will promptly pay for such shares, at the offer price of $6.38 per share, net to the seller in cash, without interest and less any applicable withholding taxes.

Trinity Industries, Inc. intends to effect a “short-form” merger under Delaware law and Quixote Corporation will become a direct, wholly-owned subsidiary of Trinity Industries, Inc. As a result of the merger, any shares of Quixote Corporation common stock not tendered (except for shares held in the treasury of Quixote Corporation or by Quixote Corporation subsidiaries or by Trinity Industries Inc., THP Merger Co. or shares for which appraisal rights are properly demanded) will be cancelled and converted into the right to receive the same $6.38 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer.

Following the merger, Quixote Corporation common stock will cease to be traded on the NASDAQ Global Market.

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,

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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:

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement and related materials.

Quixote Corporation stockholders are advised to read the Tender Offer Statement and related materials, filed by Trinity Industries, Inc. with the SEC. The Tender Offer Statement on Schedule TO (including the Offer to Purchase, letter of transmittal and related tender offer documents) filed by Trinity Industries, Inc. with the SEC and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Quixote Corporation with the SEC contain important information which should be read carefully before any decision is made with respect to the tender offer. The Tender Offer Statement has been mailed to all Quixote Corporation stockholders of record.

The Tender Offer Statement and related materials may 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, and may also be obtained at no charge at the website maintained by the SEC at http://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

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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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