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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
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"). |
| (2) |
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aggregate of 8,153,459 Shares (including 87,689 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, representing approximately 87.35% of the total outstanding Shares.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 All Shares validly tendered and not properly withdrawn (including Shares tendered to the depositary pursuant to the Offer's guaranteed delivery procedures) were accepted for purchase, and paid for, by Purchaser on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. |
| (3) |
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. |
| (4) |
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. |