UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: May 18, 1998
QUIXOTE CORPORATION
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- -----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-7903 36-2675371
----------------------- ----------------------
(Commission File Number (I.R.S. Employer
Identification Number)
One East Wacker Drive, Suite 3000, Chicago, Illinois 60601
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(312) 467-6755
- -----------------------------------------------------------------------------
(Registrant s telephone number, including area code)
Items 1-4. Not applicable.
Item 5. Other Events.
Quixote Corporation has settled three claims against its formerly owned
subsidiary, Disc Manufacturing, Inc., n/k/a Quixote Laser Corporation ( DMI )
as set forth in the press release attached hereto and incorporated herein as
Exhibit A. These settlements conclude the following claims:
1. On June 1, 1998 Quixote and DMI concluded settlement of the
litigation entitled DISC MANUFACTURING, INC. ET AL. V. DISCTRONICS LIMITED,
ET AL., U.S. District Court for the Northern District of Alabama,
Northeastern Division, Civil Action No. CV90-H-1023-NE, and DISC
MANUFACTURING, INC. ET AL. V. PETER MASSEY, ET AL., Circuit Court for Madison
County, Alabama, Civil Action No. CV-90-1214L. See the Company s Form 10-K
Report for the fiscal year ended June 30, 1998, Item 3, for additional
information regarding these lawsuits.
2. On May 18, 1998, Quixote and DMI entered into a Settlement Agreement
and Mutual Release in final settlement of the litigation entitled RESORT
VIDEO, LTD. V. LASERVIDEO, INC., Los Angeles, California Superior Court Case
No. C746759. See the Company s Form 10-K Report for the fiscal year ended
June 30, 1998, Item 3, for additional information concerning this lawsuit.
3. On May 18, 1998, Quixote and DMI entered into a letter agreement to
settle trademark, copyright and related intellectual property infringement
claims asserted by the Recording Industry Association of America.
The settlements, in total, will result in a fourth quarter after-tax
charge of $3.6 million, or $0.45 per diluted share, to discontinued
operations.
Items 6-8. Not Applicable.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report:
1. Press release dated June 1, 1998.
EXHIBIT 1
QUIXOTE CORPORATION SETTLES SEVERAL PENDING LAWSUITS ASSOCIATED
WITH PREVIOUSLY OWNED BUSINESS
CHICAGO, IL, June 1, 1998 - Quixote Corporation (Nasdaq:QUIX) today
announced the settlement of three claims against its formerly owned
subsidiary, Disc Manufacturing, Inc. ( DMI ), which it sold in April 1997.
The settlements represent important progress in the Company s efforts to
resolve all litigation issues related to DMI. They include a lawsuit brought
by Resort Video, Ltd., a trademark, copyright and related intellectual
property rights infringement claim initiated by the Recording Industry
Association of American ( RIAA ), and lawsuits involving the Disctronics
Group. The settlements, in total, will result in a fourth quarter after-tax
charge of $3.6 million, or $0.45 per diluted share, to discontinued
operations.
Philip E. Rollhaus, Jr., Quixote s Chairman and Chief Executive Officer,
commented: Anticipating that our subsidiaries, Energy Absorption Systems,
Inc. and the TranSafe Corporation, will be very busy in the quarters and
years ahead, we determined that it was best to put the bulk of the claims
against our discontinued operation, DMI, behind us and concentrate on
expanding our basic highway safety businesses, especially in light of the
recently enacted Transportation Equity Act for the 21st Century.
These lawsuits against DMI have been a constant expense and have taken
an excessive amount of management s time and attention for the past eight
years. The settlement with Resort Video, Ltd. finally puts to rest an issue
of alleged damages. One Disctronics Group lawsuit, prior to this settlement,
was headed for yet another trial over various claims and counterclaims
between the two parties. The settlement of the dispute between DMI and the
RIAA avoids a potentially complicated, expensive and protracted lawsuit over
certain trademark, copyright and related intellectual property rights
issues.
Mr. Rollhaus went on to state: While we continue to believe we have
strong legal responses to these claims against DMI, we also recognize the
problem of costly, on-going legal expenses which have been a drain on our
earnings in recent years. Although the one-time, $3.6 million charge to
discontinued operation is no small amount, we can absorb it. What is more
important, at this time, is that greatly increased federal funding, amounting
to approximately 40% each year during the next six years, for making our
highways and bridges safer and more intelligent is here and now, and it is
to this opportunity that Quixote Corporation must address its full attention
and energy.
Quixote Corporation, through its wholly-owned subsidiaries, Energy
Absorption Systems, Inc. and the TranSafe Corporation, is the world s leading
manufacturer of energy-absorbing highway crash cushions, truck-mounted impact
attenuators, computerized highway advisory radio transmitting systems and
other highway safety products.
Safe Harbor Statement under the private
Securities Litigation Reform Act of 1995: Except for historical information
contained herein, the matters set forth in this news release are
forward-looking statements. The forward-looking statements set forth above
involve a number of risks and uncertainties that could cause actual results
to differ materially from any such statement, including the risks and
uncertainties discussed in the Company s Quarterly Report on Form 10-Q for
its fiscal quarter ended March 31, 1998, under the caption Forward-Looking
Statements in Management s Discussion and Analysis of Financial Condition
and Results of Operations, which discussion is incorporated herein by this
reference.
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
-------------------
/s/ Daniel P. Gorey
-------------------
By: Daniel P. Gorey
Its: Chief Financial Officer,
Vice President and Treasurer
Date: June 16, 1998