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 $0.012/3 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 $0.012/3 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 $0.012/3 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 $0.012/3 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 Corporations 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. | |
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 | Filing Party: Not Applicable | |||
Form of Registration No.: Not Applicable | Date Filed: Not Applicable |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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. |
Exhibit | Exhibit Name | |
(a)(1)(A)
|
Offer to Purchase, dated January 7, 2010.* | |
(a)(1)(B)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5)(A)
|
Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(B)
|
Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Products Customers, dated December 30, 2009, incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(C)
|
Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.3 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(D)
|
Text of Form Email to Trinity Highway Products Employees, dated December 30, 2009, incorporated herein by reference to Exhibit 99.4 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(E)
|
Form of Summary Advertisement as published on January 7, 2010 in The Wall Street Journal. | |
(a)(5)(F)
|
Joint Press Release issued by Trinity Industries, Inc. and Quixote Corporation on January 7, 2010. | |
(b)
|
Not applicable. | |
(d)(1)
|
Confidentiality Agreement, dated October 17, 2008, between Trinity Industries, Inc. and Quixote Corporation. | |
(d)(2)
|
Agreement and Plan of Merger, dated as of December 30, 2009, by and among Trinity Industries, Inc., THP Merger Co. and Quixote Corporation. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Included in mailing to stockholders. |
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. |
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By: | /s/ James E. Perry | |||
Name: | James E. Perry | |||
Title: | Vice President, Treasurer and Assistant Secretary | |||
Exhibit | Exhibit Name | |
(a)(1)(A)
|
Offer to Purchase, dated January 7, 2010.* | |
(a)(1)(B)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9).* | |
(a)(1)(C)
|
Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5)(A)
|
Text of Joint Press Release of Trinity Industries, Inc. and Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(B)
|
Text of Form Letter from Trinity Industries, Inc. to Trinity Highway Products Customers, dated December 30, 2009, incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(C)
|
Text of Form Letter from Trinity Industries, Inc. to Employees of Quixote Corporation, dated December 30, 2009, incorporated herein by reference to Exhibit 99.3 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(D)
|
Text of Form Email to Trinity Highway Products Employees, dated December 30, 2009, incorporated herein by reference to Exhibit 99.4 to the Schedule TO-C filed by Trinity on December 30, 2009. | |
(a)(5)(E) |
Form of Summary Advertisement as published on January 7, 2010 in the Wall Street Journal. | |
(a)(5)(F) |
Joint Press Release issued by Trinity Industries, Inc. and Quixote Corporation on January 7, 2010. | |
(b) |
Not applicable. | |
(d)(1) |
Confidentiality Agreement, dated October 17, 2008, between Trinity Industries, Inc. and Quixote Corporation. | |
(d)(2)
|
Agreement and Plan of Merger, dated as of December 30, 2009, by and among Trinity Industries, Inc., THP Merger Co. and Quixote Corporation. | |
(g)
|
Not applicable. | |
(h)
|
Not applicable. |
* | Included in mailing to stockholders. |