UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment to Application or Report Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 QUIXOTE CORPORATION ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Amendment No.1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K dated and originally filed March 4, 1996 as set forth in the pages attached hereto: Item 7. Financial Statements and Exhibits The financial statements identified in Item 7 and attached hereto are hereby filed with the Commission in accordance with the above-referenced item. Item 7. Financial Statements and Exhibits (b)(1) Pro forma financial information. The pro forma financial information required pursuant to Article 11 of Regulation S-X is submitted as Appendix A to this Report. (c) Exhibits. The following exhibits are filed with this report: 2.1 Agreement for Purchase and Sale dated February 13, 1996 between Stenograph Acquisition Corp., IIS Acquisition Corp. and Pettibone Corporation, and Quixote Corporation, Stenograph Corporation, Legal Technologies, Inc., Legal Technologies Limited, and Integrated Information Services (incorporated by reference to the identically numbered exhibit to the Form 8-K filed by the registrant on March 4, 1996). 2.2 Agreement for Purchase and Sale dated January 25, 1996 by and among Stenograph Corporation and LSI Acquisition, Inc. (incorporated by reference to the identically numbered exhibit to the Form 8-K filed by the registrant on March 4, 1996). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. QUIXOTE CORPORATION ------------------- Date: May 1, 1996 /s/ Myron R. Shain - -------------------- -------------------- By: Myron R. Shain Its: Executive Vice President-Finance APPENDIX A PRO FORMA FINANCIAL STATEMENTS INTRODUCTION The following unaudited pro forma consolidated statements of operations for the year ended June 30, 1995 and for the six months ended December 31, 1995 and the unaudited pro forma consolidated statements of financial position as of June 30,1995 and December 31, 1995 give effect to the discontinuance of the Company's Legal Technologies, Inc. segment. On February 16, 1996 the Company sold certain assets and liabilities of Stenograph Corporation, including its Integrated Information Services, Inc. (IIS) division for $7,000,000 in cash to Pettibone Corporation. Under the terms of the agreement, the Company retained certain assets and liabilities including net deferred tax assets and certain liabilities including certain litigation. The proceeds received were used to retire a portion of the Company's debt under its revolving credit facility. On January 26, 1996 the Company sold certain assets of the Litigation Sciences, Inc. (LSI) division of Stenograph Corporation for the assumption of certain liabilities of LSI. The Company retained LSI's accounts receivable and liabilities under various lease obligations. The pro forma information is based upon the historical financial statements of the Company giving effect to the dispositions described above and adjustments described in the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma consolidated financial statements have been prepared by the management of the Company based upon the assumptions outlined in the accompanying notes and may not be indicative of the results that actually would have occurred if the dispositions had occurred on the particular dates noted on each pro forma consolidated financial statement. The pro forma consolidated financial statements should be read in conjunction with the related notes contained elsewhere herein. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1995 (Dollar amounts in thousands, except per share data) Pro Forma ProForma Historical Adjustments Combined ----------- ------------- ----------- Net sales..........................$ 185,411 $ (51,593)(1) $ 133,818 Cost of sales...................... 123,802 (36,137)(2) 87,665 ------------ ------------ ----------- Gross profit....................... 61,609 (15,456) 46,153 Selling & administrative expenses.. 44,715 (19,111)(3) 25,604 Research & development expenses.... 3,434 (1,882)(4) 1,552 ------------ ------------ ----------- 48,149 (20,993) 27,156 ------------ ------------ ----------- Operating profit................... 13,460 5,537 18,997 ------------ ------------ ----------- Other income (expenses): Interest income.................. 396 (85)(5) 311 Interest expense................. (4,093) 1,407 (6) (2,686) Other............................ (588) 690 (7) 102 ------------ ------------ ----------- (4,285) 2,012 (2,273) ------------ ------------ ----------- Earnings from continuing operations before income taxes.............. 9,175 7,549 16,724 Provisions for income taxes........ 3,225 1,217 (8) 4,442 ------------ ------------ ----------- Earnings from continuing operations....................... 5,950 6,332 12,282 Loss from discontinued operations (net of tax)..................... (10,600)(9) (10,600) ------------ ------------ ----------- Net earnings.......................$ 5,950 $ (4,268) $ 1,682 ============ ============ =========== Per share data: Earnings from continuing operations.......................$ 0.73 $ .79 $ 1.52 Loss from discontinued operations.. (1.31) (1.31) ------------ ------------ ----------- Net earnings (loss)................$ 0.73 $ (.52) $ .21 ============ ============ =========== Average number of common shares outstanding...................... 8,100 8,100 8,100 ============ ============ =========== <FN> See the accompanying explanation of adjustments to the unaudited pro forma financial statements. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1995 EXPLANATION OF PRO FORMA ADJUSTMENTS: (1) To eliminate sales associated with the Legal Technologies, Inc. segment. (2) To eliminate cost of sales related to the sales adjustment above. (3) To eliminate the selling and administrative expenses associated with the Legal Technologies, Inc. segment. (4) To eliminate the research and development expenses associated with the Legal Technologies, Inc. segment. (5) To eliminate interest income associated with the Legal Technologies, Inc. segment. (6) To record a reduction in interest expenses associated with the utilization of proceeds received from the disposition along with the cash saved ("excess cash") from funding Legal Technologies, Inc. segment. Interest rates used in the computation of the reduction in interest expense approximated the actual rates in effect on the debt assumed to be retired with the excess cash as of the beginning of the twelve months ended June 30, 1995. (7) To eliminate other income (expenses) associated with the Legal Technologies, Inc. segment. (8) To eliminate state and federal income tax associated with the Legal Technologies, Inc. segment. (9) To adjust the loss on disposition as if the disposition had occured on July 1, 1994. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 (Dollar amounts in thousands, except per share data) Pro Forma Pro Forma Historical Adjustments Combined ----------- ----------- ----------- Net sales..........................$ 88,699 $ (14,989)(1) $ 73,710 Cost of sales...................... 60,250 (7,968)(2) 52,282 ------------ ------------ ----------- Gross profit....................... 28,449 (7,021) 21,428 Selling & administrative expenses.. 20,442 (6,708)(3) 13,734 Research & development expenses.... 1,753 (1,178)(4) 575 ------------ ------------ ----------- 22,195 (7,886) 14,309 ------------ ------------ ----------- Operating profit................... 6,254 865 7,119 ------------ ------------ ----------- Other income (expenses): Interest income.................. 169 (4)(5) 165 Interest expense................. (3,184) 431 (6) (2,753) Other............................ (408) (14)(7) (422) ------------ ------------ ----------- (3,423) 413 (3,010) ------------ ------------ ----------- Earnings from continuing operations before income taxes.............. 2,831 1,278 4,109 Provisions for income taxes........ 1,076 158 (8) 1,234 ------------ ------------ ----------- Earnings from continuing operations....................... 1,755 1,120 2,875 ------------ ------------ ----------- Discontinued operations (net of tax): Actual loss from operations...... (1,087) 1,087 (9) Loss on disposition.............. (10,913) (1,787)(10) (12,700) ------------ ------------ ----------- Loss from discontinued operations.. (12,000) (700) (12,700) ------------ ------------ ----------- Net earnings (loss)................$ (10,245) $ 420 $ (9,825) ============ ============ =========== Per share data: Earnings from continuing operations.........................$ 0.22 $ .14 $ 0.36 Loss from discontinued operations.. (1.50) (.09) (1.59) ------------ ------------ ----------- Net earnings (loss)................$ (1.28) $ .05 $ (1.23) ============ ============ =========== Average number of common shares outstanding...................... 7,990 7,990 7,990 ============ ============ =========== <FN> See the accompanying explanation of adjustments to the unaudited pro forma financial statements. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 EXPLANATION OF PRO FORMA ADJUSTMENTS: (1) To eliminate sales associated with the Legal Technologies, Inc. segment. (2) To eliminate cost of sales related to the sales adjustment above. (3) To eliminate the selling and administrative expenses associated with the Legal Technologies, Inc. segment. (4) To eliminate the research and development expenses associated with the Legal Technologies, Inc. segment. (5) To eliminate interest income with the Legal Technologies, Inc. segment. (6) To record a reduction in interest expenses associated with the utilization of proceeds received from the disposition along with the cash saved ("excess cash") from funding the Legal Technologies, Inc. segment. Interest rates used in the computation of the reduction in interest expense approximated the actual rates in effect on the debt assumed to be retired with the excess cash as of the beginning of the six months ended December 31, 1995. (7) To eliminate other income (expenses) associated with the Legal Technologies, Inc. segment. (8) To eliminate state and federal income tax associated with the Legal Technologies, Inc. segment. (9) To eliminate operating losses which were incurred prior to the measurement date. (10) To adjust the loss on disposition as if the disposition had occured on July 1, 1995. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1995 (Dollar amounts in thousands) PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS COMBINED ------------ ------------ ----------- Assets Current assets: Cash and cash equivalents............$ 2,188 $ (113)(1)$ 2,075 Accounts receivable, net of allowance for doubtful accounts..... 33,866 (9,302)(1) 24,564 Inventories.......................... 10,473 (3,072)(1) 7,401 Other current assets................. 4,104 (1,743)(1) 2,361 ------------ ------------ ----------- Total current assets.............. 50,631 (14,230)(1) 36,401 Property, plant and equipment, at cost 149,053 (18,231)(1) 130,822 Less-accumulated depreciation......... (53,776) 9,985 (1) (43,791) ------------ ------------ ----------- 95,277 (8,246)(1) 87,031 Other assets.......................... 24,038 (2,536)(1) 21,502 Net assets of discontinued operations. 1,403 (2) 1,403 ------------ ------------ ----------- $ 169,946 $ (23,609) $ 146,337 ============ ============ =========== Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt....$ 975 $ $ 975 Accounts payable..................... 19,546 (2,970)(1) 16,576 Accrued expenses..................... 17,813 (5,392)(1) 12,421 Income taxes payable................. 1,723 2,387 (1) 4,110 ------------ ------------ ----------- Total current liabilities......... 40,057 (5,975) 34,082 Long-term debt........................ 68,000 (6,799)(1) 61,201 Deferred income taxes................. 2,974 864 (1) 3,838 Shareholders' equity: Common stock,........................ 143 143 Paid in capital...................... 29,268 29,268 Retained earnings.................... 34,977 (13,102)(1) 23,278 1,403 (2) Treasury stock....................... (5,473) (5,473) ------------ ------------ ----------- 58,915 (11,699) 47,216 ------------ ------------ ----------- $ 169,946 $ (23,609) $ 146,337 ============ ============ =========== <FN> See the accompanying explanation of adjustments to the unaudited pro forma financial statements. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1995 (Dollar amounts in thousands) EXPLANATION OF PRO FORMA ADJUSTMENTS: (1) Pro forma adjustments reflect the effects of the discontinuance of the Legal Technologies, Inc. segment. Elimination of the assets and liabilities assumed by the purchaser is also reflected in the accompanying pro forma consolidated balance sheet. Also reflected is the consideration received by the Company related to the described disposition. The proceeds received were used toward the reduction of debt under the Company's revolving credit facility. (2) Pro forma adjustment relates to certain assets and liabilities which were retained and reclassified subsequent to the transaction described in the introduction. The adjustment also reflects the estimated differences in assets and liabilities retained and net assets sold which would arise assuming the transactions described in the introduction were consumated as of the end of the period presented. Net assets of discontinued operations includes certain deferred tax assets (approximately $1,500,000) and tax benefits associated with the discontinued operations (approximately $8,000,000). These amounts are reduced by certain liabilities retained related to pending litigation, lease obligations, and miscellaneous accrued liabilities. QUIXOTE CORPORATION AND CONSOLIDATED SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 (Dollar amounts in thousands) PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS COMBINED ------------ ------------ ----------- Assets Current assets: Cash and cash equivalents............$ 2,162 $ (160)(1)$ 2,002 Accounts receivable, net of allowance for doubtful accounts..... 28,397 (2,538)(1) 25,859 Inventories.......................... 11,547 (2,197)(1) 9,350 Other current assets................. 4,120 (1,121)(1) 2,999 ------------ ------------ ----------- Total current assets.............. 46,226 (6,016)(1) 40,210 Property, plant and equipment, at cost 155,342 (12,088)(1) 143,254 Less-accumulated depreciation......... (59,887) 8,751 (1) (51,136) ------------ ------------ ----------- 95,455 (3,337) 92,118 Other assets.......................... 20,923 (852)(1) 20,071 Net assets of discontinued operation.. 760 275 (2) 1,035 ------------ ------------ ----------- $ 163,364 $ (9,930) $ 153,434 ============ ============ =========== Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt....$ 975 $ $ 975 Accounts payable..................... 9,328 (1,862)(1) 7,466 Accrued expenses..................... 17,918 (3,274)(1) 14,644 Income taxes payable................. 1,903 1,903 ------------ ------------ ----------- Total current liabilities......... 30,124 (5,136) 24,988 Long-term debt........................ 82,450 (6,799)(1) 75,651 Deferred income taxes................. 3,063 775 (1) 3,838 Shareholders' equity: Common stock,........................ 143 143 Paid in capital...................... 29,268 29,268 Retained earnings.................... 23,789 955 (1) 25,019 275 (2) Treasury stock....................... (5,473) (5,473) ------------ ------------ ----------- 47,727 1,230 48,957 ------------ ------------ ----------- $ 163,364 $ (9,930) $ 153,434 ============ ============ =========== <FN> See the accompanying explanation of adjustments to the unaudited pro forma financial statements. QUIXOTE CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 (Dollar amounts in thousands) EXPLANATION OF PRO FORMA ADJUSTMENTS: (1) Pro forma adjustments reflect the effects of the discontinuance of the Legal Technologies, Inc. segment. Elimination of the assets and liabilities assumed by the purchaser is also reflected in the accompanying pro forma consolidated balance sheet. Also reflected is the consideration received by the Company related to the described disposition. The proceeds received were used toward the reduction of debt under the Company's revolving credit facility. (2) Pro forma adjustment relates to certain assets and liabilities which were retained and reclassified subsequent to the transaction described in the introduction. The adjustment also reflects the estimated differences in assets and liabilities retained and net assets sold which would arise assuming the transactions described in the introduction were consumated as of the end of the period presented. Net assets of discontinued operations includes certain deferred tax assets (approximately $1,500,000) and tax benefits associated with the discontinued operations (approximately $8,000,000). These amounts are reduced by certain liabilities retained related to pending litigation, lease obligations, and miscellaneous accrued liabilities.