Exhibit 99.1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WB0J6xfbYP/B4lK74WR0XqWcB/oDFsYjj7R5IfTcE66Cik3ytpWs8PQDT6Gioofw gTRngSl30OOSjzQFESeXNA== 0001209191-10-007944.txt : 20100209 0001209191-10-007944.hdr.sgml : 20100209 20100209173014 ACCESSION NUMBER: 0001209191-10-007944 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100205 FILED AS OF DATE: 20100209 DATE AS OF CHANGE: 20100209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08123 FILM NUMBER: 10585413 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 214-631-4420 FORMER NAME: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUIXOTE CORP CENTRAL INDEX KEY: 0000032870 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 362675371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3124676755 MAIL ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY ABSORPTION SYSTEMS INC DATE OF NAME CHANGE: 19800815 3 1 c95930_3x1.xml MAIN DOCUMENT DESCRIPTION X0203 3 2010-02-05 0 0000032870 QUIXOTE CORP QUIX 0000099780 TRINITY INDUSTRIES INC 2525 STEMMONS FREEWAY DALLAS TX 75207 0 0 1 0 Common Stock 9333867 I By THP Merger Co. In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 30, 2009, by and among Trinity Industries, Inc., a Delaware corporation ("Trinity"), THP Merger Co., a Delaware corporation and previously a wholly-owned subsidiary of Trinity ("Purchaser"), and Quixote Corporation, a Delaware corporation ("Quixote"), on January 7, 2010, Purchaser commenced a cash tender offer to purchase all outstanding shares of Common Stock, par value $0.01-2/3 per share, of Quixote (the "Shares") at a price of $6.38 in cash, without interest thereon and less any applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 7, 2010, and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The Offer expired at 12:00 midnight, New York City time, at the end of the day on Thursday, February 4, 2010 (the "Expiration Time"). Based upon information provided by the depositary and the transfer agent of Quixote, as of the Expiration Time, an aggregate of 8,153,459 Shares (including 87,689 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 87.35% of the total outstanding Shares. In total, taking into account the Shares tendered to Purchaser in the Offer and the 404,700 Shares already held by Purchaser, Purchaser held 8,558,159 Shares, representing approximately 91.69% of the total outstanding Shares. All Shares validly tendered and not properly withdrawn (including Shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedures) were accepted for purchase, and paid for, by Purchaser on Friday, February 5, 2010. On Friday, February 5, 2010, pursuant to the Merger Agreement, Purchaser merged with and into Quixote in a "short-form" merger in accordance with Section 253 of the Delaware General Corporation Law (the "Merger"), with Quixote surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share not tendered in the Offer (other than Shares held in the treasury of Quixote or by Quixote's subsidiaries, Parent or Purchaser or by stockholders who properly exercise their appraisal rights in accordance with Delaware law) was converted into the right to receive the same $6.38 in cash, without interest thereon and less any applicable withholding taxes, offered pursuant to the Offer. At the effective time of the Merger, the Shares were cancelled and ceased to exist. Prior to the Merger, Trinity held 1,000 shares of common stock of Purchaser, par value $1.00 per share, which shares represented all of the issued and outstanding capital stock of Purchaser. Upon the consummation of the Merger, each share of Purchaser held by Trinity converted into one share of Quixote. Purchaser's separate corporate existence ceased and Quixote survived as a direct, wholly-owned subsidiary of Parent. SEE EXHIBIT 99.1 2010-02-09 EX-99.1 2 c95930_99x1.htm ADDITIONAL EXHIBITS Exhibit 99.1

EXHIBIT 99.1

SIGNATURES FOR FORM 3

DESIGNATED REPORTING PERSON:

TRINITY INDUSTRIES, INC.

By: /s/ S. Theis Rice
Name: S. Theis Rice
Title:   Vice President and Chief Legal Officer
Date:   February 9, 2010

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