QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
______________________________
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended December 31, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the transition period from
__________ to __________
__________________________________
Commission file number 0-7903
I.R.S. Employer Identification Number 36-2675371
QUIXOTE CORPORATION
(a Delaware Corporation)
One East Wacker Drive
Chicago, Illinois 60601
Telephone: (312) 467-6755
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES XX NO
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 7,863,168 shares of the
Company's Common Stock ($.01-2/3 par value) were outstanding as of December
31, 1995.
PART I
FINANCIAL INFORMATION
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
Three Months Ended December 31,
--------------------------------
1995 1994
---- ----
Net sales.............................$ 43,697,000 $ 42,573,000
Cost of sales......................... 30,423,000 27,183,000
------------ ------------
Gross profit.......................... 13,274,000 15,390,000
Selling & administrative expenses..... 10,110,000 10,622,000
Research & development expenses....... 875,000 798,000
------------ ------------
10,985,000 11,420,000
Operating profit...................... 2,289,000 3,970,000
------------ ------------
Other income (expenses):
Interest income..................... 92,000 55,000
Interest expense.................... (1,627,000) (917,000)
Other............................... (242,000) (125,000)
------------ ------------
(1,777,000) (987,000)
------------ ------------
Earnings from continuing operations
before income taxes................... 512,000 2,983,000
Provisions for income taxes........... 195,000 1,134,000
------------ ------------
Earnings from continuing operations... 317,000 1,849,000
------------ ------------
Loss from discontinued operations
(net of taxes)........................ (972,000)
------------ ------------
Net earnings..........................$ 317,000 $ 877,000
============ ============
Per share data:
Earnings from continuing operations.$ .04 $ .23
Loss from discontinued operations... (.12)
------------ ------------
Net earnings..........................$ .04 $ .11
============ ============
Weighted average common and common
equivalent shares outstanding......... 7,989,747 8,181,186
============ ============
<FN>
See Notes to Consolidated Condensed Financial Statements
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
Six Months Ended December 31,
--------------------------------
1995 1994
---- ----
Net sales.............................$ 88,699,000 $ 83,849,000
Cost of sales......................... 60,250,000 52,830,000
------------ ------------
Gross profit.......................... 28,449,000 31,019,000
Selling & administrative expenses..... 20,442,000 20,278,000
Research & development expenses....... 1,753,000 1,547,000
------------ ------------
22,195,000 21,825,000
Operating profit...................... 6,254,000 9,194,000
------------ ------------
Other income (expenses):
Interest income..................... 169,000 102,000
Interest expense.................... (3,184,000) (1,780,000)
Other............................... (408,000) (231,000)
------------ ------------
(3,423,000) (1,909,000)
------------ ------------
Earnings from continuing operations
before income taxes................... 2,831,000 7,285,000
Provisions for income taxes........... 1,076,000 2,768,000
------------ ------------
Earnings from continuing operations... 1,755,000 4,517,000
------------ ------------
Discontinued operations (net of tax):
Actual loss from operations......... (1,087,000) (1,552,000)
Estimated loss on disposition of
discontinued operations............. (10,913,000)
------------ ------------
Loss from discontinued operations..... (12,000,000) (1,552,000)
------------ ------------
Net earnings (loss)...................$(10,245,000) $ 2,965,000
============ ============
Per share data:
Earnings from continuing operations.$ .22 $ .55
Loss from discontinued operations... (1.50) (.19)
------------ ------------
Net earnings (loss)...................$ (1.28) $ .36
============ ============
Weighted average common and common
equivalent shares outstanding......... 7,989,635 8,178,515
============ ============
<FN>
See Notes to Consolidated Condensed Financial Statements
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
December 31, June 30,
-----------------------------------
ASSETS 1995 1995
- -----------------------------------------------------------------------------
(Unaudited)
Current assets:
Cash & cash equivalents.....................$ 2,162,000 $ 2,093,000
Accounts receivable, net of allowances
for doubtful accounts of $2,505,000 at
December 31 and $2,738,000 at June 30...... 28,397,000 28,092,000
Inventories:
Raw materials............................... 8,092,000 6,383,000
Work in process............................. 1,109,000 1,128,000
Finished goods.............................. 2,346,000 2,140,000
------------ ------------
11,547,000 9,651,000
Other current assets.......................... 4,120,000 3,348,000
------------ ------------
Total current assets.......................... 46,226,000 43,184,000
------------ ------------
Property, plant and equipment, at cost........ 155,342,000 142,626,000
Less accumulated depreciation................. (59,887,000) (51,912,000)
------------ ------------
95,455,000 90,714,000
------------ ------------
Other assets including $6,000,000
certificate of deposit........................ 20,923,000 22,326,000
Net assets of discontinued operations......... 760,000 13,362,000
------------ ------------
$163,364,000 $169,586,000
============ ============
<FN>
See Notes to Consolidated Condensed Financial Statements.
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
December 31, June 30,
--------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1995
- -----------------------------------------------------------------------------
(Unaudited)
Current liabilities:
Current portion of long-term debt..........$ 975,000 $ 975,000
Accounts payable........................... 9,328,000 19,086,000
Accrued expenses........................... 17,918,000 16,077,000
Income taxes payable....................... 1,903,000 3,470,000
------------ ------------
Total current liabilities.................... 30,124,000 39,608,000
------------ ------------
Long-term debt............................... 82,450,000 68,000,000
Deferred income taxes........................ 3,063,000 3,063,000
Shareholders' equity:
Common stock............................... 143,000 143,000
Capital in excess of par value of stock.... 29,268,000 29,268,000
Retained earnings.......................... 23,789,000 34,977,000
Treasury stock, at cost.................... (5,473,000) (5,473,000)
------------ ------------
47,727,000 58,915,000
------------ ------------
$163,364,000 $169,586,000
============ ============
<FN>
See Notes to Consolidated Condensed Financial Statements.
QUIXOTE CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended December 31,
--------------------------------
1995 1994
------- -------
Cash from operating activities:
Earnings from continuing operations.................$ 1,755,000 $ 4,517,000
Loss from discontinued operations...................(12,000,000) (1,552,000)
----------- -----------
Net earnings (loss).................................(10,245,000) 2,965,000
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation...................................... 7,975,000 6,014,000
Amortization...................................... 858,000 1,086,000
Provision for losses on accounts
receivable........................................ 74,000 18,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable...... (379,000) 2,190,000
Increase in inventories and other current
assets.......................................... (2,668,000) (1,588,000)
Increase (decrease) in accounts payable
and accrued expenses............................ 1,226,000 (20,000)
Decrease in income taxes payable................ (1,567,000) (1,198,000)
Discontinued operations-noncash charges and
working capital changes........................... 12,602,000
----------- -----------
Net cash provided by operating activities........... 7,876,000 9,467,000
----------- -----------
Investing activities:
Purchase of property, plant and equipment.........(21,941,000) (16,629,000)
Capitalized systems, design and software costs.... (339,000) (495,000)
Decrease in funds deposited with IDB trustee...... 1,536,000
Other............................................. (652,000) (83,000)
----------- -----------
Net cash used in investing activities...............(21,396,000) (17,207,000)
----------- -----------
Financing activities:
Borrowings (payments) on revolving line of credit. 14,450,000 10,025,000
Payment of semi-annual dividend................... (861,000) (853,000)
Proceeds from exercise of stock options........... 237,000
Repurchase of company stock for Treasury.......... (100,000)
----------- -----------
Net cash provided by financing
activities....................................... 13,589,000 9,309,000
----------- -----------
Increase in cash and cash equivalents............... 69,000 1,569,000
Cash and cash equivalents at beginning of period.... 2,093,000 1,021,000
----------- -----------
Cash and cash equivalents at end of period..........$ 2,162,000 $ 2,590,000
=========== ===========
<FN>
Note: During the six months ended December 31, 1995, the Company made cash payments of
$451,000 for income taxes and paid $2,866,000 for interest. During the same period last
year the Company made cash payments of $3,015,000 for income taxes and paid $1,466,000
for interest.
See Notes to Consolidated Condensed Financial Statements.
QUIXOTE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
1. The interim financial statements are prepared pursuant to the
requirements for reporting on Form 10-Q. The June 30, 1995 balance sheet
data was derived from audited financial statements, adjusted for the
reclassification of assets and liabilities related to the discontinued
operations discussed in Note 2 below, but does not include all disclosures
required by generally accepted accounting principles. The interim
financial statements and notes thereto should be read in conjunction with
the financial statements and notes included in the Company's latest annual
report on Form 10-K. In the opinion of management, the interim financial
statements reflect all adjustments of a normal recurring nature necessary
for a fair presentation of the results for interim periods. The current
period results of operations are not necessarily indicative of results
which ultimately will be reported for the full fiscal year ending June 30,
1996.
2. On September 28, 1995, the measurement date, the Company adopted a plan
to dispose of Integrated Information Services, Inc., a document imaging and
computerized litigation support company, and Litigation Sciences, Inc., a
litigation consulting firm, and to abandon the concept of Legal
Technologies, Inc. as a full service provider to the legal community.
As a result, the Company recorded a loss during the first quarter
consisting of $2,213,000 (net of income tax benefits of $1,475,000) for the
estimated operating losses of these businesses from the measurement date
through the estimated date of disposition and $8,700,000 (net of income tax
benefits of $5,800,000) for the estimated loss on their disposition. In
addition, losses of $1,087,000 (net of income tax benefits of $725,000)
were incurred by these businesses during the first quarter until the
measurement date (September 28, 1995). These results are presented as
discontinued operations in the Company's Consolidated Condensed Statements
of Operations for the six months ended December 31, 1995. The previously
issued Consolidated Condensed Statements of Operations for the quarter and
six months ended December 31, 1994 have been restated to reflect those
results as discontinued operations. Net sales for the discontinued
businesses for the six months ending December 31, 1995 and 1994 were
$7,413,000 and $9,260,000 respectively. Net sales for the discontinued
businesses for the quarter ending December 31, 1995 and 1994 were
$3,753,000 and $4,386,000 respectively. The assets of these businesses
consist principally of accounts receivable, inventories and equipment, and
net of their liabilities have been reflected separately in the Company's
Consolidated Condensed Balance Sheets.
In connection with the decision to discontinue these businesses, the
Company violated certain covenants of its Revolving Credit Facility
including the tangible net worth and leverage covenants as of September 30,
1995. In November 1995, the Company was granted an increase in its
revolving credit facility to $70 million from $60 million and received a
waiver for all its covenant violations. The revolving credit agreement was
also amended to adjust certain covenants for future periods.
3. In December 1995, Disc Manufacturing, Inc. settled a lawsuit with
three former employees. The cost of the settlement, including legal fees
was $584,000 and was expensed in the Company's second quarter.
Subsequent Events:
- --------------------
4. On January 5, 1996, Energy Absorption Systems, Inc., and Quantic
Industries, Inc. (Quantic), agreed to extend certain provisions of the
"Surviving Stockholder Agreement" from January 6, 1996, to February 29,
1996. This agreement with certain stockholders of Quantic, among other
things, grants those stockholders a right to require Energy Absorption to
purchase all of their shares (52.5% of the common stock) of Quantic for
$8.7 million.
5. On January 10, 1996, Energy Absorption entered into an agreement with
Barrier Systems, Inc., to sell and assign all of its rights to certain
patents related to the movable traffic barrier system. Energy sold the
patents for $1,960,000, which will result in a gain of approximately
$350,000, to be recorded in the Company's third quarter of fiscal 1996.
6. On January 25, 1996, Stenograph Corporation sold certain assets of
Litigation Sciences, Inc. (LSI) for the assumption of certain liabilities
of LSI. The remaining assets and liabilities of LSI retained by
Stenograph include accounts receivable and liabilities under certain lease
obligations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CURRENT YEAR-TO-DATE VERSUS PRIOR YEAR-TO-DATE
- ---------------------------------------------------
The Company's sales for the first six months fiscal 1996 increased 6% to
$88,699,000 from $83,849,000 in the same period last year due to revenue
growth at Disc Manufacturing, Inc. (DMI). Sales at DMI increased 12% in the
six month period to $51,422,000 from $45,873,000 in the same period last
year due to strong growth in unit sales of CD-ROM discs. CD-ROM unit sales
increased 102% during the six month period from the same period last year.
Audio CD unit sales however decreased 16% in the six month period from the
same period last year. This decline in audio CD sales was due to the loss
of a major customer, BMG Music as discussed below, and also to a general
softness in the music industry. As a result of declines in the average
unit selling price of these products, CD-ROM sales dollars increased 57%
during the six month period and CD audio sales dollars declined 19% from
the same period last year. Sales at Energy Absorption for the six months
were $22,288,000, level with last year sales of $22,210,000. Sales at
Stenograph Corporation decreased 5% in the first six months to $14,989,000
from $15,766,000 in the same period last year. Sales of domestic computer-
aided transcription (CAT) hardware and software decreased offset somewhat
by an increase in international sales.
The gross profit margin in the current six month period decreased to 32.1%
from 37.0% in the same period last year due to margin reductions at DMI.
DMI's gross profit margin decreased principally as a result of a decrease
in the selling prices of its products, particularly CD-ROM products. In
addition, DMI's unit costs increased slightly because of additional costs
(principally depreciation) due to its plant expansion without sufficient
capacity utilization to offset these costs. The Company expects to
experience continued pressure on disc selling prices which may have a
limiting effect on its gross profit margins. Stenograph Corporation's
gross profit margin increased due to production efficiencies resulting in
reduced material and labor costs. Energy Absorption's gross profit margin
for the current six month period increased slightly due to a change in
product mix.
Selling and administrative expenses in the current six month period
increased slightly to $20,442,000 from $20,278,000 in the same period last
year. DMI's selling and administrative expenses increased principally due
to an increase in legal expense due to the settlement of a lawsuit (as
discussed in footnote 3 to the Consolidated Condensed Financial Statements)
and to an increase in CD-ROM selling and marketing expenses as that market
expands. Energy Absorption's selling and administrative expenses increased
due to increased marketing expenses. Stenograph Corporation's selling and
administrative expenses decreased due to the settlement of litigation last
year requiring additional expense of $685,000 that was recorded in last
years six month period.
Research and development expenses in current six month period increased 13%
to $1,753,000 compared to $1,547,000 in the same period last year. This
was due to an increase in R&D expenditures at Stenograph Corporation
related to the development of an update to its Premier Power computer-aided
transcription software. This increase in R&D at Stenograph Corporation was
offset partially by a decrease in R&D at Energy Absorption as result of,
among other things, reduced expenditures on its sewer rehabilitation
technology.
Interest income in the current six month period was $169,000 compared to
$102,000 in the same period last year due to an increase in the rate of
interest earned on its $6 million restricted certificate of deposit.
Interest expense in the current six month period increased 79% to
$3,184,000 from $1,780,000 in the same quarter last year. This was due to
the increase in debt to $83,425,000 as of December 31, 1995 compared to
$49,000,000 at the same time last year. Other expenses in the current
six month period increased to $408,000 compared to $231,000 in the same
period last year.
During the first quarter, the Company adopted a plan to dispose of
Integrated Information Services, Inc., a document imaging and computerized
litigation support company and Litigation Sciences, Inc., a litigation
consulting firm, and to abandon the concept of Legal Technologies, Inc. as
a full service provider to the legal community.
As a result, the Company recorded a loss of $12 million during the first
quarter consisting of $3.3 million (net of income tax benefits of $2.2
million) for the estimated operating losses of these businesses through the
date of disposition and $8.7 million (net of income tax benefits of $5.8
million) for the estimated loss on their disposition. These results are
presented as discontinued operations in the Company's Consolidated
Condensed Statements of Operations. The assets of these businesses consist
principally of accounts receivables, inventories and equipment and net of
their liabilities have been reflected separately in the Company's
Consolidated Condensed Balance Sheets.
In connection with the decision to discontinue these businesses, the
Company violated certain covenants of its Revolving Credit Facility
including the tangible net worth and leverage covenants as of September 30,
1995. In November 1995, the Company was granted an increase in its
revolving credit facility to $70 million from $60 million by its bank group
and in addition, received a waiver for all its covenant violations. In
addition, the bank group amended the revolving credit agreement adjusting
these covenants for future periods.
Also during the period, DMI was notified by BMG Music, a major customer,
that it is terminating its purchase agreement with DMI effective December
31, 1995. In fiscal 1995 BMG accounted for 38% of DMI's total sales. DMI
is currently trying to replace this business but has only been partially
successful to date due to, among other things, the current overcapacity in
the industry. To the extent DMI is unsuccessful replacing this business,
profits and cash flows may be materially affected.
CURRENT YEAR QUARTER VERSUS PRIOR YEAR QUARTER
- ----------------------------------------------
The Company's sales for the second quarter of fiscal 1996 increased 3% to
$43,697,000 from $42,573,000 in the same quarter last year due to revenue
growth at Energy Absorption Systems and Disc Manufacturing, Inc.
Sales at Energy Absorption for the current quarter increased 9% to
$10,074,000 from $9,283,000 in the same quarter last year due to an
increase in sales of its GREAT (TM) product, offset somewhat by a decrease
in sales of the TMA (truck-mounted attenuator). Sales at DMI increased 4%
in the current quarter to $25,993,000 from $25,032,000 in the same quarter
last year due to strong growth in unit sales of CD-ROM discs. CD-ROM unit
sales increased 97% during the quarter from the same period last year.
Audio CD unit sales however decreased 34% in the quarter from the same
quarter last year. As a result of declines in the average unit selling
price of these products, CD-ROM sales dollars increased 59% during the
quarter and CD audio sales dollars declined 37% from the same period last
year. Sales at Stenograph Corporation decreased 8% in the current quarter
to $7,630,000 from $8,258,000 in the same period last year. Sales of
lower margin third party computer hardware including computers and related
peripherals continued to decline. Also contributing to the sales decline
at Stenograph was a decline in it's Stentura product line.
The gross profit margin in the current quarter decreased to 30.4% from
36.1% in the same period last year due to margin reductions at DMI. DMI's
gross profit margin decreased as a result of a decrease in the selling
prices of its products, particularly CD-ROM products. In addition, DMI's
unit costs increased because of additional costs (mainly depreciation) due
to its plant expansion without sufficient capacity utilization to offset
these costs. The Company expects to experience continued pressure on disc
selling prices and lower than expected volumes which may have a limiting
effect on its gross profit margins. Stenograph Corporation's gross
profit margin increased due to production efficiencies resulting in reduced
material and labor costs. Energy Absorption's gross profit margin for the
quarter increased due to a change in product mix.
Selling and administrative expenses in the current quarter decreased 5% to
$10,110,000 from $10,622,000 in the same quarter last year due to
Stenograph Corporation. Stenograph Corporation's selling and
administrative expenses decreased due to the settlement of litigation last
year requiring an additional expense accrual of $685,000 that was recorded
in last years second quarter. Offsetting this decrease in selling and
administrative expenses, DMI's selling and administrative expenses
increased principally due an increase in legal expense due to the
settlement of a lawsuit (as discussed in footnote 3 to the Consolidated
Condensed Financial Statements) and to the increase in CD-ROM selling and
marketing expenses as that market expands. Energy Absorption's selling and
administrative expenses also increased due to increased marketing expenses.
Research and development expenses in current quarter increased 10% to
$875,000 from $798,000 in the same period last year. This was due to an
increase in R&D expenditures at Stenograph Corporation related to the
development of an update to its Premier Power computer-aided transcription
software. This increase in R&D at Stenograph Corporation was offset
partially by a decrease in R&D at Energy Absorption as result of, among
other things, reduced expenditures on its sewer rehabilitation technology.
Interest income in the current quarter was $92,000 compared to $55,000 in
the same quarter last year due to an increase in the rate of interest
earned on its $6 million restricted certificate of deposit. Interest
expense in the current quarter increased 77% to $1,627,000 from $917,000
in the same quarter last year. This was due to the increase in debt to
$83,425,000 as of December 31, 1995 compared to $49,000,000 at the same
time last year. Other expenses in the current quarter increased to
$242,000 from $125,000 last year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has cash of $2,162,000 and additional funds of $6,550,000
available under its bank arrangements at December 31, 1995. Operating
activities were a source of cash for the Company for the first six months
of fiscal 1996 providing cash of $7,876,000.
Cash of $21,396,000 was used during the six month period for investing
activities. The Company's primary investing activity was the purchase of
$21,941,000 in plant and equipment. These capital expenditures were made
primarily at DMI for the final phase of its expansion program to increase
its capacity to 200 million gross discs annually.
Financing activities provided cash of $13,589,000 principally from
borrowings under the Company's bank facilities offset somewhat by the
payment of a semiannual cash dividend to its shareholders.
During the balance of fiscal 1996, the Company anticipates the need for
approximately $4,000,000 in cash for capital expenditures. In addition,
the Company may have a need for $8.7 million in the event that certain
shareholders of Quantic Industries, Inc. exercise their right to put their
Quantic shares to the Company. The Company may also need additional cash
as it considers acquiring additional businesses that complement its
existing operating segments. Also, each of the Company's operating
segments will require additional investments in working capital to maintain
growth. These expenditures will be financed either through cash generated
from operations or from borrowings available under the Company's revolving
credit facility. The Company may also consider divesting its remaining
legal businesses to generate additional cash. The Company believes its
cash generated from operations and funds available under its existing
credit facility or increases in its credit facility are sufficient for all
planned operating and capital requirements.
II
OTHER INFORMATION
ITEM 1. Legal Proceedings
- --------------------------
1. REPETITIVE STRESS INJURY LITIGATION. A total of thirty cases have been
filed to date against Stenograph Corporation and, in some cases, the
Company. See the Company's Form 10-K Report for the fiscal year ended June
30, 1995, Item 3, for additional information.
2. THOMSON S. A. V. TIME WARNER ET AL., Case No. 94-83 (U. S. District
Court for the District of Delaware). The February 1996 trial date has been
postponed to an undetermined date in July 1996. See the Company's Form 10-
K Report for the fiscal year ended June 30, 1995, Item 3, for additional
information.
3. SHERRELL SEARS V. ENERGY ABSORPTION SYSTEMS, Case No. CV-94-128
(Circuit Court of St. Clair County, Alabama). The Company's motion for
summary judgment was granted on December 7, 1995, dismissing all claims
against the Company. Plaintiff has the right to appeal the decision.
See the Company's Form 10-K Report for the fiscal year ended June 30,
1995, Item 3, for additional information.
4. ASHBY V. DISC MANUFACTURING, INC., Case No. CV-95-N-0247 NE (U.S.
District Court for the Northern District of Alabama). This matter was
settled in December 1995. In exchange for a lump sum payment to
plaintiffs, plaintiffs agreed to dismiss all claims against Disc
Manufacturing, Inc. See the Company's Form 10-K Report for the fiscal year
ended June 30, 1995 for additional information.
ITEM 2. Changes in Securities
- -----------------------------
None.
ITEM 3. Default upon Senior Securities
- ---------------------------------------
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company's Annual Meeting of Shareholders was held on November 16,
1995. The matters voted on at the Annual Meeting were as follows:
(i) The election of William G. Fowler and Robert D. van Roijen, Jr. to
serve as directors.
(ii) The approval of Coopers & Lybrand, L.L.P. as independent auditors for
the Company.
Messrs. Fowler and van Roijen were elected and all other matters were
approved as follows:
VOTES
Abstain or
For Against Withheld No Vote
----- ------- ---------- -------
Election of Directors
William G. Fowler 6,675,033 106,314
Robert D. van Roijen 6,638,729 142,618
Approval of Coopers and
Lybrand, L.L.P. 6,686,359 38,498 56,490
ITEM 5. Other Information
- --------------------------
None.
ITEM 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibit 11. Statement regarding Computation of Earnings per Share.
(b) There were no reports filed on Form 8-K for the quarter ended December
31, 1995.
(c) Exhibits
* Management contract, compensatory plan or agreement
10.(a) Seventh Amendment to Loan Agreement dated as of November 10,
1995 by and among the Company, Energy Absorption Systems, Inc., Disc
Manufacturing, Inc., Stenograph Corporation, Discovery Products, Inc. f/k/a
Stenograph Legal Services, Inc., Spin-Cast Plastics, Inc., Composite
Components, Inc., Integrated Information Services, Inc., Litigation
Sciences, Inc., Safe-Hit Corporation, and The Northern Trust Company , NBD
Bank and LaSalle National Bank.
(b) Second Amendment to Lease Agreement between the Company and
United Insurance Company of America dated January 30, 1995.
(c) Third Amendment to Lease Agreement between the Company and
United Insurance Company of America dated January 18, 1996.
(d)* Letter Agreement between the Company and Leslie J. Jezuit
dated December 15, 1995.
(e) Agreement dated January 5, 1996 amending the Surviving
Stockholders Agreement dated April 12, 1995 between Energy Absorption
Systems, Inc. and Quantic Industries, Inc., James S. Fetherston, Charles G.
Davis, Jr., individually and as trustee, and certain other parties.
(f) Assignment Agreement dated January 10, 1996 between Energy
Absorption Systems, Inc. and Barrier Systems, Inc.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995 to be signed on its behalf by the
undersigned thereunto duly authorized.
QUIXOTE CORPORATION
DATE: February 8, 1996 /s/Myron R. Shain
---------------------- ------------------------
MYRON R. SHAIN
EXECUTIVE VICE PRESIDENT -
FINANCE
(Chief Financial & Accounting
Officer)