<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K

        /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

                   For the fiscal year ended   June 30, 2000
                                              ----------------
                                       OR
        / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period ____________ to _____________

                       Commission file number    0-7903
                                               -----------

                               Quixote Corporation
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
     <S>                                          <C>
                DELAWARE                              36-2675371
     ------------------------------                ----------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

     ONE EAST WACKER DRIVE, CHICAGO, ILLINOIS            60601
     -----------------------------------------      ----------------
     (Address of principal executive offices)          (Zip Code)
</TABLE>

  Registrant's telephone number including area code:    (312) 467-6755
                                                      -------------------

           Securities Registered Pursuant to Section 12(g) of the Act:

                      Common Stock   ($.01-2/3 Par Value)
                      -----------------------------------
                                (Title of Class)

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  X   No
                                        ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K ( ).

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.

                      $108,774,800 as of September 1, 2000
                      ------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

      The Registrant's Definitive Proxy Statement for the Annual Meeting of
   Stockholders to be held on November 15, 2000 which will be filed with the
Commission on or about October 4, 2000 is incorporated by reference at Part III.

                                       1
<PAGE>

                              LIST OF ITEMS AMENDED

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                                                                            PAGE
                                                                            ----
<S>        <C>                                                             <C>
PART I
  Item 1.  Business.......................................................   3-6

PART II
  Item 7.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................   7-9

  Item 8.  Financial Statements and Supplementary Data.................... 10-24

PART IV
  Item 14. Exhibits, Financial Statement Schedule and Reports
           on Form 8-K....................................................    25

SIGNATURES................................................................    26
</TABLE>


EXPLANATORY NOTE:

Items 1, 7 and 8 of the Company's Annual Report on Form 10-K for the year ended
June 30, 2000 are hereby amended by deleting the Items in their entirety and
replacing them with the Items attached hereto and filed herewith. Item 14 is
hereby amended by replacing the specified portions indicated herein.

The purpose of this amendment is to provide expanded disclosure regarding the
Company's business segments in the Industry Segment Information note to the
financial statements included in the Financial Statements and Supplementary Data
that were included in Item 8 of the subject Form 10-K as originally filed (the
"Original Filing") and to make corresponding changes to the Description of
Business and Management's Discussion and Analysis of Financial Condition and
Results of Operations that were included in Item 1 and 7, respectively, of the
Original Filing. The Company recently received a comment letter from the staff
of the Securities and Exchange Commission (SEC) on the Company's Original
Filing. Based on the staff's comments, the Company revised the Industry Segment
Information note to its financial statements and is filing this Form 10-K/A
Amendment No. 1 in order to provide this expanded disclosure in the Industry
Segment Information note and to make corresponding changes to the Description of
Business and Management's Discussion and Analysis of Financial Condition and
Results of Operations.

The Company's Form 10-K continues to speak as of the date of the Original Filing
and the disclosure in that report has not been updated to speak to any later
date. Any items in the Original Filing not expressly changed hereby shall be as
set forth in the Original Filing. All information contained in this amendment
and the Original Filing is subject to updating and supplementing as provided in
the Company's periodic reports filed with the SEC subsequent to the date of such
reports.

                                       2
<PAGE>

                                     PART I
                                   THE COMPANY

Quixote Corporation was incorporated under the laws of the State of Delaware in
1969 originally as Energy Absorption Systems, Inc. In June, 1980, Energy
Absorption Systems, Inc. changed its name to Quixote Corporation. Unless
otherwise indicated herein, the terms "Quixote" and the "Company" refer to
Quixote Corporation and its subsidiaries.

Item 1.  Business
-----------------
Quixote Corporation and its subsidiaries develop, manufacture and market
energy-absorbing highway crash cushions and other highway safety products for
the protection of motorists and highway workers to both domestic and
international markets.

As of June 30, 2000, Quixote Corporation and its subsidiaries employed
approximately 582 people.

Description of Business
-----------------------
The Company's business operates within two reportable segments within the
highway and transportation safety industry, concentrating on safety problems and
designing products to provide solutions for the highways. The Company's two
reportable segments are - the manufacture and sale of highway and transportation
safety products which "Protect and Direct", and the manufacture and sale of
products which "Inform" that are often referred to as Intelligent Transportation
Systems (ITS) products. The Company's Protect and Direct segment provides
solutions for improving safety on the roads either by minimizing the severity of
crashes that occur or by preventing crashes from occurring by directing or
guiding. The Company's Inform segment provides solutions for improving safety on
the roads through providing information. The Company's products are sold
primarily by a single sales force to similar customers in the highway
construction and safety business.

Protect and Direct Segment
--------------------------
In the category of products which reduce the severity of crashes within the
Protect and Direct segment, the Company's patented highway crash cushions were
first conceived and developed in 1969 in response to the high number of
fatalities and serious injuries suffered by occupants of errant vehicles in
collisions with roadside hazards, such as bridge abutments, overpass piers,
overhead sign supports, lane dividers, traffic islands and toll booths. Since
that time, various types of highway crash cushions have been installed in front
of thousands of life-threatening roadside hazards. The Federal Highway
Administration (FHWA) endorses the installation of highway crash cushions as an
effective safety program.

The Company develops, manufactures and markets lines of patented highway crash
cushion systems and other barriers which absorb and dissipate the force of
impact in collisions between vehicles and fixed roadside objects or slow moving
vehicles. The product lines utilize the principles of momentum transfer and
kinetic energy to safely decelerate errant vehicles. Energy absorption or energy
dissipation is accomplished by using different combinations of water, aluminum,
steel, urethane foam systems, cardboard, plastic structures, elastometric
cylinders and sand.

The Company also manufactures and sells products that prevent crashes and help
control the flow of traffic by directing or guiding. The Company manufactures
and markets a line of flexible sign and guide post systems (delineators) and a
glare screen system. The guide posts are extruded from polyethylene and are used
to delineate a travel way, channel vehicles or mark the location of an object.
The post features a patented, in-ground anchor system that permits inexpensive
repair and replacement techniques. The glare screen system, also made from
polyethylene, is installed on top of median barriers to eliminate the
distraction of lights from oncoming vehicles on roads where the inside lanes are
adjacent to the median barrier.

Inform Segment
--------------
To expand the Company's business within the highway and transportation safety
industry, the Company acquired two companies in fiscal 1999 and 1998, which
comprise the Inform segment, that manufacture intelligent transportation
systems products which provide information to improve safety on the roads.
Highway Information Systems, Inc. (HIS), acquired in April 1998, manufactures
and markets highway advisory radio systems that help control the flow of
traffic by informing motorists of accidents and traffic delays. The Company
acquired Nu-Metrics, Inc. a leading innovator and manufacturer of electronic
wireless measuring and sensing devices in December 1998. Since it was founded
in 1970, Nu-Metrics has developed innovative products that employ technology
to gather and use information to relieve traffic congestion. It was the first
company to market a self-contained, wireless, magnetic traffic
counter/classifier.

The Company's expanded highway and transportation safety products within the
Inform segment include the Groundhog-Registered Trademark- line of


                                       3
<PAGE>

permanent traffic monitors, which gathers information on the volume, speed and
class of vehicles as well as road surface conditions and transmits this data
using the spread spectrum wireless method (RF) to a receiver unit. The data is
then relayed on a real-time basis to a base computer or control center for
monitoring. The Hi-Star-Registered Trademark- is a portable traffic
counter/classifier. The Nitestar-Registered Trademark- is an in-vehicle device
that can accurately measure the distance between any two fixed points on the
highway. The Company also manufactures and markets remote traffic and weather
information networks (RTWIN). Using a tower equipped with weather instruments
and special detectors mounted in the road, RTWIN products can detect freezing
conditions and provide valuable data to dispatch salt trucks or automatically
activate anti-icing systems. The Company is also a leading manufacturer of
highway advisory radio (HAR) systems which broadcast traffic information using
an AM radio frequency. The Company's two principal HAR products are: a
stationary system, the Hiway Max-TM-, and a mobile system, the Solar Max-TM-.
The Hiway Max is intended to be used near long-term construction sites, public
arenas, or other frequently congested traffic areas. The Solar Max is easily
transported and is intended for short-term or emergency uses and allows the
transmission of information without an external power source. Both systems use
AM radio frequencies to communicate messages to motorists about traffic, road
conditions and weather. The messages may be pre-recorded or updated on a
real-time basis through a phone line or Local Area Network with reception up to
six miles from the unit.

Products within both segments can be further broken down into permanent and
construction zone applications and, as such, are sold to those markets. Most of
the products for permanent and construction zone applications are approved as
acceptable highway hardware according to procedures in the National Cooperative
Highway Research Program number 230 or 350 which provide various test levels
depending on the application. This approval is gained after a formal submission
to the FHWA which makes the products eligible for federal funds for highway
projects.

The Company provides product education, selection and application assistance.
The Company, in some cases, performs site preparation and installation for its
products. These services are generally performed by the Company's
distributor/contractor network.

Financial information relating to industry segments appears in Note 15 of the
Notes to Consolidated Financial Statements included herein.

Competition and Marketing
-------------------------
The Company's products are sold in all 50 U.S. states. Regional managers
supervise 42 domestic distributors and make direct sales in areas not covered by
distributors. Although the federal government provides matching funds for the
purchase of highway safety products made by state and local governmental
agencies, it is not a direct purchaser of the Company's domestic products. The
Company sells its products principally to either distributors or to contractors
(on behalf of state and local governments). For certain products, the Company
sells using catalogs and inside sales personnel.

Many international governments are now beginning to recognize the need for crash
cushions and the Company's other highway safety products as a method of reducing
traffic fatalities. The Company's products are sold internationally through a
network of 46 distributors who make sales to municipal and national governments
and contractors who are responding to bids from their respective governments.

The Company experiences competition in specific crash cushion product lines
within the Protect and Direct segment, particularly in the sand barrel,
QuadGuard-Registered Trademark-, REACT 350-Registered Trademark- and TMA
lines. The Company competes in the U.S. market for crash cushions with Syro,
Inc., a subsidiary of Trinity Industries, Inc., (NYSE TRN), with TrafFix
Devices, Inc. and with other smaller regional companies. No other company
presently markets as broad a line of highway crash cushion systems designed
to shield as large a variety of fixed roadside hazards as the Company. A
number of other companies manufacture flexible sign and guide post systems.
Within the Inform segment, there are several companies that manufacture and
sell highway advisory radio systems. The Company's traffic counters and
sensors compete with many different technologies including inductive loop
detectors, microwave and infra red sensors and machine vision (video) that
each offer certain advantages. Within each segment, the Company believes it
competes effectively through advanced product development and patent
protection, strong distribution, product quality and price.

Government Policies
-------------------
The domestic market for highway and transportation safety products is directly
affected by federal, state and local governmental policies. A large portion of
the Company's sales is ultimately financed by funds provided to the states by
the federal government. Historically, these funds have covered 75% to 90% of the
cost of highway safety projects on roads constructed or maintained with federal
assistance. Legislation called the Transportation Equity Act for the 21st
Century (TEA 21) was passed in May of 1998 and provides federal funding of
approximately $218 billion over a six-year period, an increase of more than 40%
over previous spending levels. This legislation also includes a guaranteed
amount of funding for highway safety programs. The states must set aside 10% of
the federal funds received each year under TEA 21 for safety construction
activities such as hazard elimination. In


                                       4
<PAGE>

order for highway devices to be eligible for federal funding, such devices must
be approved by the FHWA. The Company is obligated to seek such approval for
improvements or upgrades to such devices and for any new devices.

Internationally, funding and government policies vary by country in regard to
highway and transportation safety. In most cases, additional testing of the
Company's products may be required in order to obtain certification.

Backlog
-------
As of June 30, 2000, 1999 and 1998, the Company had a backlog of unfilled orders
for highway safety devices of $10,568,000, $11,069,000 and $12,204,000,
respectively. The Company can usually fill an order anywhere from two days to 8
weeks of receipt depending on the type of product.

Research and Development; Patents
---------------------------------
Many of the Company's products have patented features and the Company conducts
its own research, development and testing of new products before introducing
them to the marketplace. The expenditures for research and development
activities were $1,614,000, $1,544,000 and $1,570,000, for the years 2000, 1999
and 1998, respectively.

The Company develops new products by working with federal and state highway
officials to determine highway traffic safety needs, and then designs products
to satisfy those needs. The Company is also active in promoting cooperation
among state highway agencies, contractors and engineers to encourage
comprehensive repair and maintenance of roadside crash attenuating systems. In
addition to developing new products within the impact technology area, the
Company is seeking to develop or to acquire new products which can be sold
through its existing distribution networks to its existing customers.

The Company owns a number of U.S. and foreign patents covering its major highway
safety products. It actively seeks patent and trademark protection for new
developments.

Raw Materials
-------------
The principal raw materials used in the production of highway safety devices are
plastic and plastic resins, steel, aluminum and electronic components. These raw
materials are purchased from various suppliers and have been readily available
throughout the last year. The Company believes that adequate supplies of these
materials will continue to be available.

Major Customers
---------------
No single customer of the Company represents a significant portion of total
revenues.

Seasonality
-----------
The Company's sales are seasonal. The domestic highway maintenance and
construction season tends to reach its peak in the second and third calendar
quarters. As a result, the Company's sales and earnings in these quarters are
the strongest with weaker quarters occurring in the first and fourth calendar
quarters.

Foreign and Domestic Operations and Revenues
--------------------------------------------
The Company's operations consist of one industry segment engaged in the
manufacture and sale of highway safety products. The Company's business is
conducted principally in the United States, with sales outside of the United
States as follows: $9,820,000 in 2000, $6,316,000 in 1999 and $4,510,000 in
1998.

Other
-----

Investment in Transportation Management Technologies, L.L.C. (TMT) Joint Venture
--------------------------------------------------------------------------------
During fiscal 1999, the Company entered into a joint venture agreement to market
pavement inspection and management systems and other high technology products
and services in the United States. The TMT joint venture is composed of the
Company, G.I.E. Technologies Ltd., based in Montreal, Canada, and eight
independent distributors of the Company's highway products. The Company has
invested $1,111,000 in TMT, of which $750,000 was paid in 1999 and $361,000 in
2000, for a 19% interest in the joint venture. This investment is being
accounted for under the equity method of accounting which resulted in charges of
$316,000 and $54,000 for the years ended June 30, 2000 and 1999, respectively.


                                       5
<PAGE>

Discontinued Operations
-----------------------
In March 1997, the Company sold substantially all of the assets and transferred
significant operating liabilities of Disc Manufacturing, Inc. (DMI) to Cinram,
Ltd. for $80,283,000 in cash. The transaction excluded DMI's Huntsville, Alabama
land and building as well as certain DMI litigation. DMI was one of the largest
independent manufacturers of compact discs and CD-Roms in the United States.

During 1998, the Company recorded additional losses from discontinued operations
of $6,138,000, or $0.76 per diluted share, which was net of income tax benefits
of $3,162,000. The losses were recorded to provide for current and anticipated
costs associated principally with the Company's legal contingencies related to
DMI.

In March 1999, the Company assigned all of its rights to certain real property
and a building located in Huntsville, Alabama to Cinram, Ltd. upon Cinram,
Ltd.'s exercise of its option to purchase for the pre-agreed purchase price of
$6,947,000, less certain adjustments of approximately $238,000.

Also in March 1999, the Company recorded a gain of $240,000, or $.03 per diluted
share, due to the reversal of certain accruals resulting from the favorable
outcome of some legal proceedings.


                                       6
<PAGE>

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------------------

2000 Compared to 1999
---------------------
The Company's sales increased 16% to $83,770,000 in 2000 from $71,987,000 in
1999 due to solid internal sales growth as well as growth from one acquisition
the Company completed during 1999. Internal sales increased 13% primarily due to
domestic and international demand for the Company's lines of permanent crash
cushions and truck-mounted attenuator (TMA) products. Sales of the Protect and
Direct segment product lines increased 12% for the year to $73,757,000
particularly due to strong unit sales of the newly introduced Safe-Stop-TM- TMA,
the REACT 350-Registered Trademark- crash cushion and the QuadGuard-Registered
Trademark- family of crash cushion products. Sales of the Energite-Registered
Trademark- barrel product line, parts, highway delineators and the Triton
Barrier-Registered Trademark- also increased during 2000. These increases in
sales were offset somewhat by declining sales of the Universal Module-Registered
Trademark- barrels and custom-molded products during the year. International
sales increased 56% to $9,820,000 in 2000 from $6,316,000 in 1999 and now
comprise 12% of total sales. Sales of the Inform segment product lines were
$10,013,000 for 2000. Nu-Metrics, Inc., acquired in December 1998, contributed
$7,477,000 in sales of its advanced sensing products for 2000 as compared to
$3,677,000 in sales for the seven months as part of the Company in 1999.
Nu-Metrics, Inc. is a leading manufacturer of electronic measuring and sensing
devices for highway safety and traffic monitoring. Sales of highway advisory
radio systems manufactured by Highway Information Systems, Inc. (HIS) were
$2,536,000 in 2000, an increase of 3% from $2,473,000 in 1999.

The gross profit margin for 2000 increased to 49.1% from 46.7% in 1999. This was
due primarily to increased sales of higher margin advanced sensing products and
the QuadGuard-Registered Trademark- family of crash cushion products. Volume
efficiencies associated with the increased level of sales and sales price
increases also contributed to the increase in the gross profit margin for 2000.
Somewhat offsetting the overall increase in gross margin was a change in sales
mix in the Protect and Direct segment due to increased sales of the lower margin
Safe-Stop-TM- TMA and the REACT 350-Registered Trademark- crash cushion.

Selling and administrative expenses for 2000 increased 23% to $24,208,000 from
$19,606,000 in 1999. This was due principally to the higher level of sales and
the December 1998 acquisition of Nu-Metrics, Inc., which added $1,152,000 in
selling and administrative expenses compared to 1999. Selling and administrative
expenses for 2000 also increased due to increased sales and marketing expenses
related to our international sales efforts, increased acquisition and
development efforts as well as increased health insurance and employee benefit
expenses. Also contributing to the increase was the increase in the equity loss
on the investment in the joint venture, Transportation Management Technologies,
L.L.C. (TMT) to $316,000 in 2000 compared to $54,000 in 1999.

Research and development expenses for 2000 increased 5% to $1,614,000 from
$1,544,000 in 1999. During 2000, the Company made expenditures for the
development of products relating to the Safe-Stop-TM- TMA, for European
qualifying tests of certain QuadGuard(R) crash cushion products as well as
for the development of three new products. These new products are the
FreezeFree-TM-system, a manual or computer-controlled anti-icing system; the
Impact Monitoring System (IMS), which combines advanced sensing devices and
wireless technology with our crash cushion products; and a new broadband
wireless in-ground sensor for non-U.S. applications. The Company continued
with its development and testing of a reflective pavement marker for warm
weather climates and a snowplowable pavement marker as well as other
developmental projects.

Operating profit increased 22% to $15,289,000 for 2000 from $12,483,000 in 1999.

Interest income in 2000 was $31,000 as compared to $91,000 in 1999. Interest
income declined as a result of a decline in the Company's invested cash balance.
Interest expense decreased to $932,000 in 2000 from $1,029,000 in 1999. The
decrease in interest expense is related to the higher level of average long-term
debt outstanding during 1999 in connection with the acquisition of Nu-Metrics,
Inc. in December 1998.

The Company's effective income tax rate for 2000 was 38% compared to an
effective income tax rate of 36% in 1999 due to the greater realization of
certain tax benefits during 1999. The Company believes its effective income tax
rate for fiscal year 2001 will be approximately 38%.

Earnings from continuing operations increased 18% to $8,919,000, or $1.10 per
diluted share, from $7,562,000, or $.92 per diluted share, in 1999. Net earnings
for 2000 increased 14% to $8,919,000, or $1.10 per diluted share, compared with
net earnings of $7,802,000, or $.95 per diluted share, in 1999. Net earnings in
1999 included a gain from discontinued operations of $240,000, or $.03 per
diluted share, due to the reversal of certain accruals resulting from the
favorable outcome of some legal proceedings.


                                       7
<PAGE>

In 1998, the Financial Accounting Standards Board (FASB) issued FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. In June 1999, FASB
issued FAS No. 137, which deferred the effective date of FAS No. 133.
Accordingly, FAS No. 133 is effective for all fiscal quarters beginning after
June 15, 2000 (July 1, 2000 for the Company). FAS No. 133 requires that all
changes in derivatives be recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. The Company
anticipates that due to its limited use of derivative instruments, the adoption
of FAS No. 133 will not have a significant effect on the Company's results of
operations or its financial position.

1999 Compared to 1998
---------------------

The Company's sales for 1999 increased 29% to $71,987,000 from $55,988,000 in
1998, due to both internal sales growth as well as growth from three
acquisitions the Company completed during 1998 and 1999. Internal sales
increased 16% resulting from demand for the Company's newer crash cushion
products. Sales of the Protect and Direct product lines increased 19% to
$65,837,000 for 1999. Sales of the Company's permanent line of crash cushion
products increased 33% due to strong unit sales of the QuadGuard-Registered
Trademark- family of crash cushions including the newer wide and low maintenance
versions of this product line. The Company also experienced sales increases in
its TMA product line, including the Alpha 100k TMA. Parts sales and sales of
highway delineators also increased during 1999. These sales increases were
offset somewhat by declining sales of the Energite-Registered Trademark- barrel,
the Triton Barrier-Registered Trademark- and custom-molded product sales during
1999. Sales of crash cushion products within the Protect and Direct segment
manufactured by Roadway Safety Service, Inc., acquired in October 1997,
increased $2,606,000 to $7,160,000 for 1999. Sales of the Inform product lines
were $6,150,000 for 1999. Sales of highway advisory radio systems manufactured
by HIS, acquired in April 1998, increased $1,832,000 to $2,473,000 for 1999.
Nu-Metrics, Inc., acquired in December 1998, contributed $3,677,000 in sales of
its advanced sensing products for the seven month period as part of the Company
in 1999.

The gross profit margin increased to 46.7% in 1999 from 45.6% in 1998. This was
due principally to the acquisition of Nu-Metrics as the gross margin on its
advanced sensing products is higher than the Company's average gross margin.
Volume efficiencies associated with the increased level of sales, sales price
increases and lower vendor costs also contributed to the increase in the gross
profit margin for 1999. Also contributing slightly to the gross margin increase
was a favorable change in sales mix in the Protect and Direct segment due to
increased sales of the higher margin QuadGuard-Registered Trademark- family of
crash cushions.

Selling and administrative expenses in 1999 increased 27% to $19,606,000 from
$15,420,000 in 1998. This was due principally to the acquisitions of HIS and
Nu-Metrics which added a combined net increase of $2,144,000 in selling and
administrative expenses. The remainder of the increase was due primarily to the
higher level of sales in 1999 and the result of increased salaries, consulting
and investor relations expenses.

Research and development expenses in 1999 decreased slightly to $1,544,000
compared to $1,570,000 in 1998. During 1999, the Protect and Direct segment
incurred costs in the development of the QuadGuard-Registered Trademark- Elite,
a restorable crash cushion, and the Safe-Stop-TM- TMA. The Company also incurred
development costs in connection with its testing of a wider version of the
Company's REACT 350-Registered Trademark- crash cushion as well as the testing
of several reflective pavement markers and other developmental projects.

Operating profit increased 46% to $12,483,000 for 1999 from $8,553,000 in 1998.

Interest income in 1999 decreased to $91,000 compared to $540,000 in 1998.
Interest income declined as a result of a decline in the Company's invested cash
in 1999. Interest expense in 1999 was $1,029,000 compared to $357,000 in 1998.
Interest expense for 1999 relates both to seller financed debt in connection
with the acquisition of Roadway Safety Service, Inc. as well as bank debt
incurred in connection with the acquisitions of HIS and Nu-Metrics, Inc.

The Company's effective income tax rate for 1999 was 36% compared to an
effective income tax rate of 30% in 1998 due to the greater realization of
certain tax attributes along with the settlement of certain tax contingencies
during 1999.

Earnings from continuing operations increased 23% to $7,562,000, or $.92 per
diluted share, from $6,147,000, or $.76 per diluted shares, in 1998. Net
earnings for 1999 increased to $7,802,000, or $.95 per diluted share, compared
with net earnings of $9,000, or $.00 per diluted share, in 1998. Net earnings in
1999 included a gain from discontinued operations of $240,000, or $.03 per
diluted share, due to the reversal of certain accruals resulting from the
favorable outcome of some legal proceedings.

In March 1999, DMI, a discontinued operation, assigned all of its rights to
certain real property and a building located in Huntsville, Alabama to Cinram,
Ltd. upon Cinram, Ltd.'s exercise of its option to purchase for the pre-agreed
purchase price of $6,947,000, less certain adjustments of approximately
$238,000.

In December 1998, the Company acquired Nu-Metrics, Inc., a Uniontown,
Pennsylvania-based developer and manufacturer of traffic sensing and distance
measuring devices. This transaction was accounted for as a purchase and was
effective as of December

                                       8
<PAGE>

1, 1998. The purchase price was $13,701,000 which was paid in cash. When
acquired, Nu-Metrics had long-term debt of approximately $981,000. Goodwill
recorded in the transaction of approximately $12,733,000 is being amortized over
a twenty year life.

In October 1998, the Company entered into a joint venture agreement to market
pavement inspection and management systems and other high technology products
and services in the United States. The TMT joint venture is composed of the
Company, G.I.E. Technologies, Inc., based in Montreal, Canada, and eight
independent distributors of the Company's highway products. The Company has
invested $1,111,000 in TMT, of which $750,000 was paid in 1999 and $361,000 in
2000, for a 19% interest in the joint venture. This investment is being
accounted for under the equity method of accounting.

Liquidity and Capital Resources
-------------------------------
The Company had cash and cash equivalents of $1,524,000 and access to additional
funds of $27,700,000 under its bank arrangements as of June 30, 2000. Continuing
operating activities were a source of cash for the Company for 2000 providing
$8,552,000. Discontinued operations, however, used cash of $149,000 primarily
for lease commitments. This resulted in net cash provided from operating
activities of $8,403,000.

Investing activities used cash of $1,845,000 during 2000 including $1,368,000
for the purchase of equipment and $361,000 for the Company's investment in TMT.

Financing activities used cash of $7,187,000 during 2000. The payment of the
Company's semi-annual cash dividend used cash of $2,249,000. In addition, the
Company used cash of $697,000 for the payment of notes payable due in connection
with the acquisitions of Roadway Safety Service, Inc. and Nu-Metrics, Inc. and
paid $10,450,000 to purchase 778,000 shares of its own common stock for the
treasury. The Company borrowed $11,600,000 on its revolving credit facility
offset by payments of $7,300,000 and had an increase in bank overdrafts of
$1,006,000. In addition, the Company received cash of $903,000 for the exercise
of common stock options.

For fiscal 2001, the Company anticipates needing less than $3,000,000 in cash
for capital expenditures. The Company may also need additional cash as it
considers acquiring businesses that complement its existing operations. Also,
the Company will require additional investments in working capital to maintain
growth. The Company may also need additional funds to repurchase its own common
stock from time to time. These expenditures will be financed either through the
Company's invested cash, cash generated from its operations or from borrowings
available under the Company's revolving credit facility. The Company believes
its existing cash, cash generated from operations and funds available under its
existing credit facility are sufficient for all planned operating and capital
requirements.

Forward Looking Statements
--------------------------
Various statements made within the Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this report
constitute "forward looking statements" for purposes of the Securities and
Exchange Commission's "safe harbor" provisions under the Private Securities
Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of
1934, as amended. Investors are cautioned that all forward looking statements
involve risks and uncertainties, including those detailed in the Company's
filings with the Securities and Exchange Commission. There can be no assurance
that actual results will not differ from the Company's expectations. Factors
which could cause materially different results include, among others,
uncertainties related to the introduction of the Company's products and
services; the outlook for products and markets of the TMT joint venture and its
funding requirements; the successful completion and integration of acquisitions;
continued funding from federal highway legislation; and competitive and general
economic conditions.

                                       9
<PAGE>

Item 8.  Financial Statements and Supplementary Data
----------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF QUIXOTE CORPORATION:

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) present fairly, in all material respects, the
financial position of Quixote Corporation and its subsidiaries at June 30,
2000 and 1999, and the results of their operations and their cash flows for
each of the three years in the period ended June 30, 2000 in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 14(a)(2) presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As described in the Industry Segment Information note, the accompanying
consolidated financial statements have been revised to include expanded
disclosure regarding the Company's business segments.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
August 7, 2000, except as to the Industry Segment Information note, which is
as of February 23, 2001

                                       10
<PAGE>

                      QUIXOTE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                             For each of the three years ended June 30,

Dollar amounts in thousands, except share data                   2000            1999          1998
                                                             -----------     -----------    -----------
<S>                                                          <C>             <C>            <C>
Net sales.................................................   $    83,770     $    71,987    $    55,988
Cost of sales.............................................        42,659          38,354         30,445
                                                             -----------     -----------    -----------
Gross profit..............................................        41,111          33,633         25,543
Operating expenses:
  Selling and administrative..............................        24,208          19,606         15,420
  Research and development................................         1,614           1,544          1,570
                                                             -----------     -----------    -----------
                                                                  25,822          21,150         16,990
                                                             -----------     -----------    -----------
Operating profit..........................................        15,289          12,483          8,553

Other income (expense):
  Interest income.........................................            31              91            540
  Interest expense........................................          (932)         (1,029)          (357)
  Other...................................................            (3)            273             16
                                                             -----------     -----------    -----------
                                                                    (904)           (665)           199
                                                             -----------     -----------    -----------
Earnings from continuing operations
  before provision for income taxes.......................        14,385          11,818          8,752
Provision for income taxes................................         5,466           4,256         2, 605
                                                             -----------     -----------    -----------
Earnings from continuing operations.......................         8,919           7,562          6,147
Discontinued operations:
   Gain (loss) on disposal, net of income taxes...........                           240         (6,138)
                                                             -----------     -----------    -----------
Net earnings..............................................   $     8,919     $     7,802    $         9
                                                             -----------     -----------    -----------

Basic earnings per share:
   Earnings from continuing operations....................   $      1.13     $       .95    $       .77
                                                             -----------     -----------    -----------
   Net earnings...........................................   $      1.13     $       .98    $       .00
                                                             -----------     -----------    -----------
   Weighted average common and common equivalent shares
      outstanding.........................................     7,868,554       7,986,094      7,943,653
                                                             -----------     -----------    -----------

Diluted earnings per share:
   Earnings from continuing operations....................   $      1.10     $       .92    $       .76
                                                             -----------     -----------    -----------
   Net earnings...........................................   $      1.10     $       .95    $       .00
                                                             -----------     -----------    -----------
   Weighted average common and common equivalent shares
      outstanding.........................................     8,124,623       8,227,775      8,088,354
                                                             -----------     -----------    -----------
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       11
<PAGE>

                      QUIXOTE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
                                                                                            As of June 30,

Dollar amounts in thousands, except share data                                            2000           1999
                                                                                       ----------     ----------
<S>                                                                                    <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents.......................................................     $    1,524     $    2,153
  Accounts receivable, net of allowance for doubtful
    accounts of $955 in 2000 and $480 in 1999.....................................         20,210         17,078
  Inventories, net................................................................         10,072          8,537
  Deferred income tax assets......................................................          2,254          2,491
  Other current assets............................................................            259            538
                                                                                       ----------     ----------
    Total current assets..........................................................         34,319         30,797

Property, plant and equipment at cost:
  Land............................................................................          1,369          1,369
  Buildings and improvements......................................................         10,972         10,710
  Machinery and equipment.........................................................         11,301         10,748
  Furniture and fixtures..........................................................          3,653          3,414
  Leasehold improvements..........................................................            635            553
                                                                                       ----------     ----------
                                                                                           27,930         26,794
    Less:  accumulated depreciation...............................................        (12,929)       (11,195)
                                                                                       ----------     ----------
                                                                                           15,001         15,599

Intangible assets, net............................................................         22,626         24,038
Other assets......................................................................          1,318          1,340
                                                                                       ----------     ----------
                                                                                       $   73,264     $   71,774
                                                                                       ----------     ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt...............................................     $      630     $      722
  Accounts payable................................................................          2,613          3,300
  Dividends payable...............................................................          1,117          1,128
  Income taxes payable............................................................            727            691
  Accrued expenses:
    Payroll and commissions.......................................................          3,267          1,923
    Other.........................................................................          2,640          2,770
  Liabilities of discontinued operations..........................................          1,198          1,684
                                                                                       ----------     ----------
    Total current liabilities.....................................................         12,192         12,218

Long-term debt, net of current portion............................................         15,596         11,901
Deferred income tax liabilities...................................................          1,799          1,449
Liabilities of discontinued operations ...........................................            561            224
Commitments and contingent liabilities............................................

Shareholders' equity:
  Preferred stock, no par value; authorized 100,000 shares; none issued
  Common stock, par value $.01-2/3; authorized 15,000,000 shares;
    issued 9,199,194 shares - 2000 and issued 9,104,166 shares - 1999.............            153            151
  Capital in excess of par value of stock.........................................         33,830         32,929
  Retained earnings...............................................................         27,565         20,884
  Treasury stock, at cost, 1,810,420 shares - 2000 and 1,032,420 shares - 1999 ...        (18,432)        (7,982)
                                                                                       ----------     ----------
    Total shareholders' equity....................................................         43,116         45,982
                                                                                       ----------     ----------
                                                                                       $   73,264     $   71,774
                                                                                       ----------     ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       12
<PAGE>

                      QUIXOTE CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                             For the three years ended June 30, 2000

                                                                                     Capital in
                                                                   Common Stock       Excess of                   Treasury Stock
                                                                   ------------       Par Value     Retained      --------------
Dollar amounts in thousands, except share data                  Shares     Dollars     of Stock     Earnings     Shares    Dollars
                                                                ------     -------     --------     --------     ------    -------
<S>                                                            <C>         <C>       <C>           <C>         <C>       <C>

BALANCES, JUNE 30, 1997....................................    8,753,333    $  146    $  30,269    $  17,368     807,435  $  (6,128)
Exercise of options and grant of awards....................      137,783         2          904
Net earnings - 1998........................................                                                9
Declaration of semi-annual cash dividends ($.13 per share).                                           (2,053)
Issuance of shares pursuant to the stock retirement plan...       17,824                    223
Purchase of shares at $7.75 to $9.25 per share.............                                                      224,985     (1,854)
                                                               ---------    ------    ---------    ---------   ---------    --------
BALANCES, JUNE 30, 1998....................................    8,908,940       148       31,396       15,324   1,032,420     (7,982)
Exercise of options and grant of awards....................      184,432         3        1,400
Net earnings - 1999........................................                                            7,802
Declaration of semi-annual cash dividends ($.14 per share).                                           (2,242)
Issuance of shares pursuant to the stock retirement plan...       10,794                    133
                                                               ---------    ------    ---------    ---------   ---------    --------
BALANCES, JUNE 30, 1999....................................    9,104,166       151       32,929       20,884   1,032,420     (7,982)
Exercise of options........................................       84,234         2          744
Net earnings - 2000........................................                                            8,919
Declaration of semi-annual cash dividends ($.14 and $.15
  per share)...............................................                                           (2,238)
Issuance of shares pursuant to the stock retirement plan...       10,794                    157
Purchase of shares at $12.00 to $15.50 per share...........                                                      778,000    (10,450)
                                                               ---------    ------    ---------    ---------   ---------   --------

BALANCES, JUNE 30, 2000....................................    9,199,194    $  153    $  33,830    $  27,565   1,810,420   $(18,432)
                                                               ---------    ------    ---------    ---------   ---------   --------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       13
<PAGE>
                      QUIXOTE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                     For each of the three years ended June 30,
Dollar amounts in thousands                                                             2000           1999           1998
                                                                                     ----------     ----------     ----------
<S>                                                                                  <C>            <C>            <C>
  OPERATING ACTIVITIES:
  Earnings from continuing operations...........................................     $    8,919     $    7,562     $    6,147
  Discontinued operations
  Earnings (loss) on disposal, net of income taxes..............................                           240         (6,138)
                                                                                     ----------     ----------     ----------
  Net earnings..................................................................          8,919          7,802              9
  ADJUSTMENTS TO RECONCILE NET EARNINGS TO
  NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS:
  Discontinued operations.......................................................                          (240)         6,138
  Depreciation..................................................................          1,966          1,773          1,302
  Amortization..................................................................          1,868          1,652          1,034
  Deferred income taxes.........................................................            521             89            429
  Provisions for losses on accounts receivable..................................            530            (70)
  Loss on investment in TMT joint venture.......................................            316             54
  Changes in operating assets and liabilities, net of acquisitions:
    Accounts receivable.........................................................         (3,662)        (2,375)        (4,737)
    Inventories.................................................................         (1,565)        (1,909)        (1,216)
    Refundable income taxes.....................................................                         1,132            197
    Other current assets........................................................            279           (188)           (84)
    Accounts payable and accrued expenses.......................................           (656)         1,202           (718)
    Income taxes payable........................................................             36            691
                                                                                     ----------     ----------     ----------
Net cash provided by operating activities of continuing operations..............          8,552          9,613          2,354
Net cash provided by (used in) discontinued operations..........................           (149)         3,384         (6,849)
                                                                                     ----------     ----------     ----------
Net cash provided by (used in) operating activities.............................          8,403         12,997         (4,495)
                                                                                     ----------     ----------     ----------
INVESTING ACTIVITIES:
  Purchase of property, plant and equipment.....................................         (1,368)        (2,335)        (1,436)
  Cash paid for acquired businesses.............................................                       (13,701)        (7,622)
  Investment in TMT joint venture...............................................           (361)          (764)
  Other.........................................................................           (116)           (47)          (502)
                                                                                     ----------     ----------     ----------

Net cash used in investing activities...........................................         (1,845)       (16,847)        (9,560)
                                                                                     ----------     ----------     ----------
FINANCING ACTIVITIES:
  Payments on notes payable.....................................................           (697)        (1,032)          (962)
  Payments on revolving credit agreement........................................         (7,300)       (20,000)        (2,300)
  Proceeds from revolving credit agreement......................................         11,600         24,500          5,800
  Increase in bank overdrafts...................................................          1,006
  Payment of semi-annual cash dividend..........................................         (2,249)        (2,135)        (2,071)
  Proceeds from exercise of common stock options................................            903            743            906
  Repurchase of common stock for treasury.......................................        (10,450)                       (1,854)
                                                                                     ----------     ----------     ----------
Net cash provided by (used in) financing activities.............................         (7,187)         2,076           (481)
                                                                                     ----------     ----------     ----------

Net change in cash and cash equivalents.........................................           (629)        (1,774)       (14,536)
Cash and cash equivalents at beginning of year  ................................          2,153          3,927         18,463
                                                                                     ----------     ----------     ----------
Cash and cash equivalents at end of year  ......................................     $    1,524     $    2,153     $    3,927
                                                                                     ----------     ----------     ----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL
STATEMENTS.

                                       14

<PAGE>

QUIXOTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  NATURE OF BUSINESS
Quixote Corporation and its subsidiaries (the Company) develop, manufacture and
market, to both domestic and international markets, energy-absorbing highway
crash cushions and other highway safety products for the protection of motorists
and highway workers.

2.  ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS
Cash in excess of operating requirements is invested in income-producing
investments generally having initial maturities of three months or less. These
investments are stated at cost, which approximates market value. The Company
considers these short-term instruments to be cash equivalents.

CONSOLIDATION
The consolidated financial statements include the accounts of Quixote
Corporation and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

EARNINGS PER SHARE
Basic earnings per share (EPS) is computed by dividing net earnings available to
holders of common stock by the weighted average number of shares of common stock
outstanding. Diluted EPS is computed assuming the exercising of all stock
options that are profitable to the recipients. Under this assumption, the
weighted average number of shares is increased accordingly.

FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents approximate the carrying value of
these assets due to the short-term maturity of these instruments. The fair value
of the Company's long-term debt is estimated to approximate the carrying value
based upon borrowing rates currently available to the Company for borrowings
with similar terms and maturity.

INCOME TAXES
The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and tax basis of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse. In
addition, the amount of any future tax benefits are reduced by a valuation
allowance to the extent such benefits are not expected to be fully realized.

INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out method) or
market.

LONG-LIVED ASSETS
Long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. For purposes of evaluating the recoverability
of long-lived assets, the Company assesses the possibility of obsolescence,
demand, new technology, competition, and other pertinent economic factors and
trends that may have an impact on the value or remaining lives of these assets.

Long-lived assets include such items as goodwill, patents, product rights and
equity method investments. Goodwill and patents are amortized on a straight-line
basis over lives of 4 to 20 years. Product rights are amortized over the life of
the agreement.

                                       15
<PAGE>


MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements.
Management's estimates also affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

PROPERTY, PLANT AND EQUIPMENT
The Company capitalizes expenditures for major renewals and betterments and
charges current earnings with the cost of maintenance and repairs. Provisions
for depreciation and amortization have been computed on the straight-line method
based on the expected useful lives of the assets as indicated below:

<TABLE>
<S>                                 <C>
   Buildings and improvements       10 to 40 years
   Machinery and equipment           3 to 12 years
   Furniture and fixtures            3 to 10 years
   Leasehold improvements            5 to 10 years
</TABLE>

The cost and accumulated depreciation and amortization relating to assets
retired or otherwise disposed of are eliminated from the respective accounts at
the time of retirement or other disposition with the gain or loss credited or
charged to earnings.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In 1998, the Financial Accounting Standards Board (FASB) issued Financial
Accounting Standard (FAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities. In June 1999, FASB issued FAS No. 137, which deferred the
effective date of FAS No. 133. Accordingly, FAS No. 133 is effective for all
fiscal quarters beginning after June 15, 2000 (July 1, 2000 for the Company).
FAS No. 133 requires that all changes in derivatives be recorded each period in
current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The Company anticipates that due to its limited use of
derivative instruments, the adoption of FAS No. 133 will not have a significant
effect on the Company's results of operations or its financial position.

RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform to current year
presentations.

REVENUE RECOGNITION
Substantially all revenues are recognized when finished products are shipped to
unaffiliated customers or services have been rendered, with appropriate
provision for uncollectible accounts.

STOCK-BASED COMPENSATION
The Company follows the provisions of FAS No. 123, Accounting for Stock-Based
Compensation, which encourages entities to adopt a fair value based method of
accounting for stock-based compensation plans in place of the provisions of
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB No. 25), for all arrangements under which employees receive
shares of stock or other equity instruments of the employer.

As allowed by FAS No. 123, the Company applies the provisions of APB No. 25 in
accounting for its stock-based employee compensation arrangements, and discloses
the pro forma net earnings and earnings per share information in its footnotes
as if the fair value method had been applied.

The Company recognizes compensation cost for stock-based compensation
arrangements equal to the difference between the quoted market price of the
stock option at the date of grant and the price to be paid by the employee upon
exercise in accordance with the provisions of APB No. 25. Based upon the terms
of the Company's current stock option plans, the stock price on the date of
grant and price paid upon exercise are the same, thus no compensation charge is
required to be recognized.

                                       16
<PAGE>

3.  ACQUISITIONS
In December 1998, the Company acquired the stock of Nu-Metrics, Inc., a
Uniontown, Pennsylvania-based developer and manufacturer of traffic sensing and
distance measuring devices. This transaction was accounted for as a purchase and
was effective as of December 1, 1998. The purchase price was $13,701,000 which
was paid in cash. When acquired, Nu-Metrics had long-term debt of approximately
$981,000. Goodwill recorded in the transaction of approximately $12,733,000 is
being amortized over a twenty year life.

In October 1998, the Company entered into a joint venture agreement to market
pavement inspection and management systems and other high technology products
and services in the United States. The joint venture, known as Transportation
Management Technologies, L.L.C. (TMT), is composed of the Company, G.I.E.
Technologies, Inc., based in Montreal, Canada, and eight independent
distributors of the Company's highway products. The Company has invested
$1,111,000 in TMT, of which $750,000 was paid in 1999 and $361,000 in 2000, for
a 19% interest in the joint venture. This investment is being accounted for
under the equity method of accounting.

In April 1998, the Company acquired the assets and assumed certain liabilities
of Highway Information Systems, Inc., a division of Digital Recorders, Inc., for
$2,800,000 in cash. The acquisition was accounted for as a purchase and was
effective as of April 1, 1998. Goodwill of approximately $1,700,000 is being
amortized over a twenty year life.

In October 1997, the Company acquired certain assets and assumed certain
contracts from Roadway Safety Service, Inc. This transaction was accounted for
as a purchase and was effective as of October 1, 1997. The purchase price was
$10,258,000, of which $4,822,000 was paid in cash at closing and other payments,
the present value of which was $5,436,000, will be paid over 10 years using a
discount rate of 8.5%. Goodwill of approximately $9,300,000 is being amortized
over a twenty year life.

4.  DISPOSITIONS AND DISCONTINUED OPERATIONS
In March 1997, the Company sold substantially all of the assets and transferred
significant operating liabilities of Disc Manufacturing, Inc. (DMI) to Cinram
Ltd. The transaction excluded DMI's Huntsville, Alabama land and building as
well as certain litigation related to DMI.

During 1998, the Company recorded losses from discontinued operations of
$6,138,000, or $0.76 per diluted share, which was net of an income tax benefit
of $3,162,000. The losses were recorded to provide for current and anticipated
costs associated principally with the Company's legal contingencies related to
DMI.

In March 1999, the Company assigned all of its rights to certain real property
and a building located in Huntsville, Alabama to Cinram, Ltd. upon Cinram,
Ltd.'s exercise of its option to purchase for the pre-agreed purchase price of
$6,947,000, less certain adjustments of approximately $238,000.

Also in March 1999, the Company recorded a gain of $240,000, or $.03 per diluted
share, which was net of an income tax provision of $160,000, due to the reversal
of certain accruals resulting from the favorable outcome of some legal
proceedings.

The following assets and (liabilities) relate to discontinued operations at
June 30:

<TABLE>
<CAPTION>
 Dollar amounts in thousands                       2000       1999
                                                   ----       ----
<S>                                              <C>        <C>
 Deferred income tax assets...................   $  1,123   $  1,603
 Other assets.................................                   300
 Accrued legal................................       (401)      (500)
 Lease obligations............................     (1,313)    (1,700)
 Other accruals...............................     (1,168)    (1,611)
                                                 --------   --------
 Net liabilities of discontinued operations...   $ (1,759)  $ (1,908)
                                                 ========   ========
</TABLE>

These assets and liabilities are valued based upon management's estimates,
utilizing currently available information as of the balance sheet date. It is
reasonably possible, however, that these estimates could change materially.


                                       17
<PAGE>


5.  INVENTORIES
Inventories consist of the following at June 30:

<TABLE>
<CAPTION>
Dollar amounts in thousands                2000        1999
                                        ---------    --------
<S>                                     <C>          <C>
Finished goods.......................   $   5,736    $  3,941
Work-in-process......................       1,868       1,527
Raw materials........................       2,468       3,069
                                        ---------    --------
                                        $  10,072    $  8,537
                                        =========    ========
</TABLE>

6.  INTANGIBLE ASSETS
Intangible assets consist of the following at June 30:

<TABLE>
<CAPTION>
Dollar amounts in thousands                2000        1999
                                        ---------    --------
<S>                                     <C>          <C>
Goodwill.............................   $  26,138    $ 26,013
Patents and other intangibles........       1,193       1,178
Accumulated amortization.............      (4,705)     (3,153)
                                        ---------    --------
                                        $  22,626    $ 24,038
                                        =========    ========
</TABLE>

7. LONG-TERM DEBT
Long-term debt consists of the following at June 30:

<TABLE>
<CAPTION>
Dollar amounts in thousands               2000       1999
                                        --------   --------
<S>                                     <C>        <C>
Revolving credit note due October 31,
  2002, interest at variable rates....  $ 12,300   $  8,000
Notes payable, interest imputed at
  8.5% payable quarterly through 2007.     3,416      4,085
Other.................................       510        538
                                        --------   --------
Total long-term debt..................    16,226     12,623
  Less current portion................       630        722
                                        --------   --------
Long-term debt, net...................  $ 15,596   $ 11,901
                                        ========   ========
</TABLE>

The Company has a three-year unsecured revolving credit agreement with three
banks. The agreement provides for a $40 million credit facility and contains
both fixed and floating interest rate options, at the prime rate or lower, and
contains affirmative and negative covenants including requirements that the
Company maintain certain financial ratios and be profitable each year. The
agreement may be renewed one additional year on each anniversary date upon
mutual consent of the Company and the banks. At any time during the three years,
the Company may elect to convert the loan to a four year term with equal
quarterly principal payments due throughout the term to amortize the loan in
full.

The notes payable were entered into in connection with the acquisition of
Roadway Safety Service, Inc. and are payable to several former owners and
employees. The notes are payable quarterly over a five or ten year period.

The aggregate amount of maturities of long-term debt for the four years
subsequent to 2001 assuming renewal of the revolving credit note is as follows:
$706,000 in 2002, $461,000 in 2003, $403,000 in 2004 and $435,000 in 2005.

8.  STOCK OPTIONS AND STOCK TRANSACTIONS
The Company has stock option plans for directors and employees, providing for
grants of options as may be determined by the Compensation Committee of the
Board of Directors. Options under the Long-Term Stock Ownership Incentive Plan
(Incentive Plan) and the Director Stock Option Plan (Director Plan) are to be
granted at no less than 100% of the current market price at the date of the
grant. Options vest equally over not less than a two year period and have a term
of five years under the Incentive Plan and ten years under the Director Plan. No
charges are made to earnings in connection with the option plans.


                                       18
<PAGE>

Information with respect to stock option activity under the Company's plans is
as follows:

<TABLE>
<CAPTION>
                            Number of         Option Price     Weighted Average
                          Common Shares         per Share       Exercise Price
                          -------------         ---------       --------------
<S>                       <C>             <C>                  <C>
July 1, 1997..............    872,274     $  5.38  to  $ 21.00     $  9.19

Granted...................    308,445        8.00  to    12.15        8.44
Exercised.................    (78,000)       5.88  to     6.88        6.27
Cancelled or expired......   (115,424)      10.50  to    12.88       11.98
                           ----------
June 30, 1998.............    987,295        5.38  to    21.00        9.88

Granted...................    270,000       12.19  to    12.27       12.20
Exercised.................   (207,351)       5.38  to    10.50        7.65
Cancelled or expired......    (29,666)       8.00  to     8.95        8.36
                           ----------
June 30, 1999.............  1,020,278        6.88  to    21.00       10.99
                           ----------

Granted...................    475,000       13.32  to    14.91       13.47
Exercised.................   (116,733)       8.00  to    12.63        9.32
Cancelled or expired......    (12,333)      12.15  to    12.19       12.18
                           ----------
June 30, 2000.............  1,366,212     $  6.88  to  $ 21.00     $ 11.98
                           ----------
</TABLE>

Options outstanding at June 30, 2000 are exercisable as follows: 709,050
currently, 253,184 in 2001, 237,326 in 2002 and 166,652 thereafter. The weighted
average price of options currently exercisable is $10.95. As of June 30, 2000,
the Company has 1,681,594 common shares reserved for its option and award plans.

The following is the composition of the June 30, 2000 stock option balance:

<TABLE>
<CAPTION>
                                         Weighted
                            Weighted     average
                             average     exercise
Options having a per        remaining    price per    Number of
share exercise price of:      life         share       shares
------------------------   ----------    ---------   ----------
<S>                        <C>           <C>         <C>
$ 6.88 to $ 9.00           3.11 years    $  8.31       378,546
 10.00 to  14.91           4.76 years      12.90       927,666
 21.00                     4.15 years      21.00        60,000
                                                     ---------
$6.88 to $21.00            4.28 years     $11.98     1,366,212
                                                     ---------
</TABLE>

Had compensation cost for the Company's stock option plans been determined based
on the fair value method for awards in 2000, 1999 and 1998 consistent with the
provisions of FAS No. 123, the Company's net earnings (loss) and net earnings
(loss) per diluted share would have been changed to the pro forma amounts
indicated below:

Dollar amounts in thousands, except per share data

<TABLE>
<CAPTION>
                                           2000          1999           1998
                                           ----          ----           ----
<S>                                      <C>           <C>             <C>
 Net earnings (loss),................... $  8,202      $  7,048        $  (598)
 Net earnings (loss) per diluted share..     1.01           .86           (.08)
</TABLE>

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following assumptions:

<TABLE>
<CAPTION>
                                             2000         1999        1998
                                             ----         ----        ----
<S>                                        <C>          <C>         <C>
  Risk free interest rate...............   5.9%-6.6%    4.8%-5.1%   5.5%-6.5%
  Expected dividend yield...............       2.08%        2.51%       3.04%
  Weighted average expected volatility..         38%          47%         48%
  Weighted-average expected life........   5.2 years    5.1 years   5.3 years
</TABLE>

                                       19
<PAGE>

9.  SHAREHOLDER RIGHTS PLAN
The Company has a Shareholder Rights Plan (the Plan) which was established to
deter coercive takeover tactics and to prevent an acquirer from gaining control
of the Company without offering a fair price to all of the Company's
stockholders. The Plan calls for stockholders of record as of July 14, 1998 to
receive a dividend distribution of one right for each outstanding share of the
Company's common stock. Each share issued after that date is also granted a
right. Each right entitles the holder, upon the occurrence of certain events, to
purchase a unit consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Stock, no par value, for $40 per unit. In addition, if
an acquiring person becomes the beneficial owner of more than 15% of the
Company's outstanding common stock, each right will entitle the holder (other
than such acquiring person) to receive, upon exercise, common stock of the
Company having a value equal to two times the exercise price of the right or
$40.

If after an acquiring person becomes the beneficial holder of more than 15% of
the Company's outstanding common stock and then the Company is acquired in a
merger or other business combination in which the Company would not be the
surviving corporation or 50% or more of the Company's assets or earning power is
sold, each holder shall have the right to receive, upon exercise, common stock
of the acquiring corporation having a value equal to two times the exercise
price of the right or $40. The Company may redeem the rights, for $.01 per
right, under certain circumstances.

10.  RETIREMENT PLANS
The Company's Long-Term Stock Ownership Incentive Plan contains a provision for
a retirement stock award program for certain key executives of the Company. The
award consists of shares of the Company's common stock and cash ending with the
fiscal year in which the executive attains his or her 62nd birthday. In order to
receive each year's stock award, the executive must remain employed with the
Company through the end of the fiscal year, unless excused by reason of death or
other involuntary termination. Participants are also required to retain the
shares awarded for as long as they are employed by the Company or until age 65.
The size of each participant's annual award is determined under accepted
actuarial principles to provide a retirement income based upon a percentage of
the executive's projected compensation and length of service at retirement, but
only if the Company's stock price appreciates at a sustained target rate. The
Plan resulted in a charge to earnings of $284,000 in 2000, $306,000 in 1999 and
$403,000 in 1998.

The Company has an incentive savings plan covering substantially all employees
of the Company. The plan allows qualified employees to make tax deferred
contributions pursuant to Internal Revenue Code Section 401(k). The Company
contributes a matching contribution based upon participants' compensation which
is invested directly in the common stock of the Company. Additional
discretionary company contributions may be made at the option of the Company's
Board of Directors. The expense for the plan was $500,000 in 2000, $376,000 in
1999 and $269,000 in 1998.

11.  INCOME TAXES
The income tax provision (benefit) for continuing and discontinued operations
consist of the following:

<TABLE>
<CAPTION>
Dollar amounts in thousands           2000       1999       1998
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Current:
Federal and international.......    $  3,834   $  1,674   $  1,786
State...........................         631        389        390
                                    --------   --------   --------
                                       4,465      2,063      2,176
                                    --------   --------   --------
Deferred:
Federal and international.......       1,094      1,403        360
State...........................         (93)       790         69
                                    --------   --------   --------
                                       1,001      2,193        429
                                    --------   --------   --------
Income tax provision for
   continuing operations........       5,466      4,256      2,605
Income tax provision (benefit)..
  discontinued operations.......                    160     (3,162)
                                    --------   --------   --------
Total income tax provision
  (benefit) ....................    $  5,466   $  4,416   $   (557)
                                    --------   --------   --------
</TABLE>

                                       20
<PAGE>


The components of the net deferred tax asset (liability) are as follows:

<TABLE>
<CAPTION>
Dollar amounts in thousands                 2000      1999
                                          -------    -------
<S>                                       <C>        <C>
Deferred tax assets:
Accounts receivable allowance............ $   382    $   192
Inventory valuation......................     418        317
Compensated absences and medical claims..     112        100
Tax over book basis in affiliates........     951      1,394
Other liabilities and reserves...........   1,121        892
Net operating loss carryforwards.........     459        230
Various tax credit carryforwards.........      12        802
Provisions for discontinued operations...   1,123      1,603
Valuation allowance......................  (1,053)    (1,253)
                                          -------    -------
                                            3,525      4,277
Deferred tax liabilities:
Book over tax basis of capital assets....  (1,798)    (1,632)
                                          -------    -------
Net deferred tax asset................... $ 1,727    $ 2,645
                                          -------    -------
</TABLE>

The valuation allowance relates principally to deferred tax assets that the
Company estimates may not be realizable, including portions of tax over book
basis in affiliates, net operating loss (NOL) carryforwards, capital loss
carryforwards, and tax credit carryforwards. The decrease in the valuation
allowance is due principally to the utilization of capital loss carryforwards.
Based on management's assessment, it is more likely than not that the net
deferred tax assets will be realized through future taxable earnings or
implementation of tax planning strategies.

At June 30, 2000, certain subsidiaries of the Company have approximately
$8,824,000 of state net operating loss carryforwards for tax purposes. Certain
limitations on utilization are present and realization of a significant portion
of the carryforwards is uncertain. These carryforwards expire in years from 2001
through 2015.

The net deferred tax asset (liability) consists of the following at June 30:

<TABLE>
<CAPTION>
Dollar amounts in thousands                  2000         1999
                                           --------     --------
<S>                                        <C>          <C>
Continuing operations:
     Current deferred tax asset..........  $  2,254     $  2,491
     Noncurrent deferred tax asset.......       149
     Noncurrent deferred tax liability...    (1,799)      (1,449)
                                           --------     --------
          Total..........................       604        1,042
                                           --------     --------

Discontinued operations:
     Current deferred tax asset..........       578        1,016
     Noncurrent deferred tax asset.......       545          587
                                           --------     --------
          Total..........................     1,123        1,603
                                           --------     --------

Total net deferred tax asset.............  $  1,727     $  2,645
                                           --------     --------
</TABLE>

The income tax provision differed from the taxes calculated at the statutory
federal tax rate as follows:

<TABLE>
<CAPTION>
Dollar amounts in thousands                  2000       1999       1998
                                           --------   --------   --------
<S>                                        <C>        <C>        <C>
Taxes at statutory rate..................  $  4,914   $  4,036   $  2,975
State income taxes.......................       354        778        303
Utilization of NOL carryforwards.........               (1,260)
Other....................................       198        702       (673)
                                           --------   --------   --------
Income tax provision for
  continuing operations:.................  $  5,466   $  4,256   $  2,605
                                           --------   --------   --------
</TABLE>


                                       21
<PAGE>


12.  EARNINGS PER SHARE
The computation of basic and diluted earnings per share is as follows:

Dollar amounts in thousands, except per share data

<TABLE>
<CAPTION>
                                                2000        1999       1998
                                                ----        ----       ----
<S>                                        <C>         <C>        <C>
Net earnings per share of common stock:
    Basic.................................    $ 1.13      $  .98     $  .00
                                              ------      ------     ------
    Diluted...............................    $ 1.10      $  .95     $  .00
                                              ------      ------     ------
Numerator:
----------
Net earnings available to
  common shareholders.....................   $ 8,919     $ 7,802     $    9
                                              ------      ------     ------
Denominator:
------------
Weighted average shares
   outstanding-basic...................... 7,868,554   7,986,094  7,943,653

Effect of dilutive securities -
   common stock options...................   256,069     241,681    144,701
                                           ---------   ---------  ---------
Weighted average shares
   outstanding-diluted.................... 8,124,623   8,227,775  8,088,354
                                           ---------   ---------  ---------
</TABLE>

There were outstanding options to purchase common stock at prices that exceeded
the average market price for the income statement period. These options have
been excluded from the computation of diluted earnings per share and are as
follows:

<TABLE>
<CAPTION>
                                            2000        1999       1998
                                          -------     -------    -------
<S>                                       <C>         <C>        <C>
Average exercise price per share......    $ 19.21     $ 16.55    $ 14.04
Number of shares......................     85,000     135,000    288,850
</TABLE>


13.  COMMITMENTS AND CONTINGENT LIABILITIES
Aggregate rental expense under operating leases, principally for office and
manufacturing facilities used in continuing operations, was $531,000 in 2000,
$528,000 in 1999 and $477,000 in 1998. These operating leases include options
for renewal. Annual minimum future rentals for lease commitments related to
continuing operations range from approximately $628,000 in 2001 to $90,000 in
2005, an aggregate of $2,140,000 through 2005.

The Company has agreements with certain executives which are designed to retain
the services of key employees and to provide for continuity of management in the
event of an actual or threatened change in control of the Company. Upon
occurrence of a triggering event after a change in control, as defined, the
Company would be liable for payment of benefits under these agreements.

The Company is subject to legal actions of a routine manner and common to its
businesses. The Company records loss contingencies where appropriate within the
guidelines established by Statement of FAS No. 5, Accounting for Contingencies.
In the opinion of management, based on the advice of legal counsel, the amount
of liability, if any, arising from legal actions should not have a material
effect on the Company's results of operations or financial condition.

14.  SUPPLEMENTAL CASH FLOW STATEMENT DISCLOSURES
Cash paid for interest was $929,000 in 2000, $974,000 in 1999 and $300,000 in
1998. Cash paid for income taxes was $4,250,000 in 2000 and $143,000 in 1999.
The Company received refunds from income taxes of $1,388,000 in 1998. The
Company declared dividends that were payable at year end of $1,117,000 in 2000,
$1,128,000 in 1999 and $1,021,000 in 1998. In connection with the purchase of
Nu-Metrics, Inc., the Company assumed long-term debt of $981,000 in 1999.


                                       22
<PAGE>

15.  INDUSTRY SEGMENT INFORMATION

During fiscal 1999, the Company adopted FAS No. 131, Disclosures about
Segments of an Enterprise and Related Information about Capital Structure.
This accounting pronouncement requires that a public business enterprise
report financial and descriptive information about its reportable operating
segments. Generally, financial information is required to be reported on the
same basis that is used internally for evaluating segment performance and
deciding how to allocate resources to segments.

During fiscal 2001, the Company revised its approach to reporting information
about its business segments to include expanded disclosures. The Company's
operations are being classified as two principal reportable segments within
the highway and transportation safety industry. The segment financial data
presented herein have been restated to reflect the Company's two reportable
segments - the manufacture and sale of highway and transportation safety
products which Protect and Direct, and the manufacture and sale of products
which Inform that are often referred to as Intelligent Transportation Systems
(ITS) products. The primary product lines within the Protect and Direct
segment include energy-absorbing products such as crash cushions,
truck-mounted attenuators, barrels and barriers as well as highway
delineators. The products within this segment absorb and dissipate the force
of impact in collisions between vehicles and fixed roadside objects as well
as products that prevent collisions and help to control the flow of traffic
by directing or guiding. The primary product lines within the Inform segment
include advanced sensing products which measure distance, count and classify
vehicles, and sense weather conditions, as well as highway advisory radio
systems. The products within this segment provide information to improve
safety on the roads. Substantially all of the Company's sales of its highway
and transportation safety products are to distributors and contractors who
then provide product and services to federal, state and local governmental
units. The Company's business is conducted principally in the United States,
its country of domicile, with sales outside the United States as follows:
$9,820,000 in 2000, $6,316,000 in 1999 and $4,510,000 in 1998. Inter-company
sales between segments represented less than one percent of consolidated net
sales in fiscal 2000, 1999 and 1998.

The Company's reportable segments are based on similarities in products and
represent the aggregation of operating units for which financial information
is regularly evaluated in determining resource allocation and assessing
performance. The Company evaluates the performance of its segments and
allocates resources to them based primarily on net sales and operating income
as well as other factors. Operating income is determined by deducting
operating expenses from all revenues. In computing operating income, none of
the following has been added or deducted: unallocated corporate expenses,
interest income or expense, other income or loss or income tax provisions or
benefits. Corporate assets consist primarily of cash and cash equivalents,
depreciable assets and income tax assets. Accounting policies for the
segments are the same as those for the Company.

The following table presents financial information about reported segments as of
June 30, 2000 and 1999 and for the years ended June 30, 2000, 1999 and 1998
comprising the totals reported in the consolidated financial statements.

<TABLE>
<CAPTION>
(Dollar amounts in thousands)                      Protect and                     Unallocated
                                                      Direct         Inform         Corporate        Total
<S>                                                <C>              <C>            <C>            <C>
2000
Net sales from external customers                   $   73,757      $ 10,013        $      0       $  83,770
Depreciation and amortization                            2,867           927              40           3,834
Operating profit                                        19,407         2,377          (6,495)         15,289
Identifiable assets                                     49,907        18,521           4,836          73,264
Capital expenditures                                     1,237           112              19           1,368

1999
Net sales from external customers                   $   65,837      $  6,150        $      0       $  71,987
Depreciation and amortization                            2,845           535              45           3,425
Operating profit                                        16,527         1,281          (5,325)         12,483
Identifiable assets                                     46,552        19,554           5,668          71,774
Capital expenditures                                     2,186           145               4           2,335

1998
Net sales from external customers                   $   55,347       $   641        $      0       $  55,988
Depreciation and amortization                            2,302                            34           2,336
Operating profit                                        12,870           210          (4,527)          8,553
Capital expenditures                                     1,327                           109           1,436
</TABLE>

                                       23

<PAGE>


16. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial data for years 2000 and 1999 follows:

<TABLE>
<CAPTION>
Dollar amounts in thousands, except per share data                             Three months ended
2000                                                               9/30        12/31         3/31        6/30
                                                                ---------    ---------    ---------    ---------
<S>                                                             <C>          <C>          <C>          <C>
Net sales....................................................   $  19,303    $  16,228    $  20,053    $  28,186
Gross profit.................................................       9,273        7,167        9,744       14,927
Net earnings.................................................       1,912        1,072        1,484        4,451
Basic earnings per share.....................................         .24          .13          .19          .59
Diluted earnings per share...................................         .23          .13          .18          .58
</TABLE>

<TABLE>
<CAPTION>
Dollar amounts in thousands, except per share data                             Three months ended
1999                                                               9/30        12/31         3/31         6/30
                                                                ---------    ---------    ---------    ---------
<S>                                                             <C>          <C>          <C>          <C>
Net sales....................................................   $  16,063    $  14,802    $  18,347    $  22,775
Gross profit.................................................       7,236        6,327        8,249       11,821
Earnings from continuing operations..........................       1,642          918        1,133        3,869
Net earnings.................................................       1,642          918        1,373        3,869
Basic earnings per share:
 Continuing operations.......................................         .21          .11          .14          .48
 Net earnings................................................         .21          .11          .17          .48
Diluted earnings per share:
  Continuing operations......................................         .20          .11          .14          .47
  Net earnings...............................................         .20          .11          .17          .47
</TABLE>

                                       24


<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
-------------------------------------------------------------------------

<TABLE>
<CAPTION>
Item                                                        Page Number in
Number                                                       This Report
------                                                      --------------
<S>       <C>                                               <C>
(a).1.    Financial Statements
          --------------------

          Report of Independent Accountants                       10

          Consolidated Statements of Operations for the
           years ended June 30, 2000, 1999 and 1998               11

          Consolidated  Balance Sheets as of June 30,
           2000 and 1999                                          12

          Consolidated Statements of Shareholders'
           Equity for the years ended June 30, 2000,
           1999 and 1998                                          13

          Consolidated Statements of Cash Flows for the
           years ended June 30, 2000, 1999 and 1998               14

          Notes to Consolidated Financial Statements           15-24

(a).3.    The list of exhibits is amended by substituting Exhibit 23, as listed
          in the Exhibit Index attached hereto, for the previous Exhibit 23.
          All other information pertaining to this subsection is as set forth in
          the Original Filing.
</TABLE>


                                       25

<PAGE>
                                   SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunder duly authorized

                               QUIXOTE CORPORATION
                                  (Registrant)

<TABLE>
<S>    <C>                                       <C>
Dated:  March 1, 2001                            By: /s/ Leslie J. Jezuit
       ----------------                          -----------------------------------------
                                                 Leslie J. Jezuit, Chief Executive Officer
</TABLE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                             DATE
---------                                -----                             ----
<S>                                  <C>                               <C>
/s/ Philip E. Rollhaus, Jr.
---------------------------          Chairman and Director              March 1, 2001
Philip E. Rollhaus, Jr.

/s/ Leslie J. Jezuit
---------------------------          President and Director             March 1, 2001
Leslie J. Jezuit                     (Chief Executive Officer)

/s/ Daniel P. Gorey
---------------------------          Chief Financial Officer,           March 1, 2001
Daniel P. Gorey                      Vice President and Treasurer
                                     (Chief Accounting and
                                     Financial Officer)

/s/ Joan R. Riley                    Vice President, General Counsel    March 1, 2001
---------------------------          and Secretary
Joan R. Riley

/s/ James H. DeVries
---------------------------          Director                           March 1, 2001
James H. DeVries

/s/ William G. Fowler
---------------------------          Director                           March 1, 2001
William G. Fowler

/s/ Lawrence C. McQuade
---------------------------          Director                           March 1, 2001
Lawrence C. McQuade

/s/ Robert D. van Roijen, Jr.
---------------------------          Director                           March 1, 2001
Robert D. van Roijen, Jr.
</TABLE>

                                       26
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      EXHIBIT NUMBER          EXHIBITS
      --------------          --------
      <S>                     <C>
           23                 CONSENT OF INDEPENDENT ACCOUNTANTS.

</TABLE>




                                       27