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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
L.B. Foster Company
415 Holiday Drive
Pittsburgh, Pennsylvania 15220
(412)-928-3417
Copies to:
Lewis U. Davis, Jr., Esq.
Buchanan Ingersoll & Rooney PC
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219
(412) 562-8800
to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. | 736212101 | Page | 2 | of | 11 |
(1) | NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) L.B. Foster Company (IRS No. 25-1324733) | ||||||||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS | ||||||||||
WC | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
Pennsylvania | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | 182,850 | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 2,926,186* | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 182,850 | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
2,926,186* | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
3,109,036 | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESo | ||||||||||
N/A | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
32.4%** | |||||||||||
(14) | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
CO |
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CUSIP No. | 736212101 | Page | 3 | of | 11 |
(1) | NAMES OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Foster Thomas Company | ||||||||||
(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
(3) | SEC USE ONLY | ||||||||||
(4) | SOURCE OF FUNDS | ||||||||||
AF | |||||||||||
(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
(6) | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
West Virginia | |||||||||||
(7) | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | (8) | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 2,926,186* | ||||||||||
EACH | (9) | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | (10) | SHARED DISPOSITIVE POWER | |||||||||
2,926,186* | |||||||||||
(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,926,186 | |||||||||||
(12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
30.5%** | |||||||||||
(14) | TYPE OF REPORTING PERSON (See Instructions) | ||||||||||
CO |
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Exhibit 1: | Summary description of Agreement and Plan of Merger and Form of Tender and Voting Agreement | |
Exhibit 2: | Agreement and Plan of Merger, dated as of February 16, 2010, among L.B. Foster Company, Foster Thomas Company and Portec Rail Products, Inc. | |
Exhibit 3: | Form of Tender and Voting Agreement, dated as of February 16, 2010, among L.B. Foster Company, Foster Thomas Company and certain shareholders of Portec Rail Products, Inc. |
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CUSIP No. | 736212101 | Page | 8 | of | 11 |
L.B. FOSTER COMPANY | ||||
By: | /s/ Stan L. Hasselbusch | |||
Name: | Stan L. Hasselbusch | |||
Title: | President & CEO | |||
FOSTER THOMAS COMPANY | ||||
By: | /s/ Stan L. Hasselbusch | |||
Name: | Stan L. Hasselbusch | |||
Title: | President & CEO |
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CUSIP No. | 736212101 | Page | 9 | of | 11 |
Name | Principal Occupation | |
Lee B. Foster II | Mr. Foster is currently the Chairman of L.B. Foster Company. | |
Stan L. Hasselbusch | Mr. Hasselbusch is Chief Executive Officer and President of L.B. Foster Company. | |
Peter McIlroy II | Mr. McIlroy is Chief Executive Officer of Robroy Industries. | |
G. Thomas McKane | Mr. McKane is retired from his roles as Chairman and Chief Executive Officer of A.M. Castle & Co. | |
Diane B. Owen | Ms. Owen is Vice President — Corporate Audit of H.J. Heinz Company. | |
William H. Rackoff | Mr. Rackoff is President and Chief Executive Officer of ASKO, Inc. | |
Suzanne B. Rowland | Mrs. Rowland is Vice President — Business Excellence for Tyco International, Ltd. |
Name | Principal Occupation | |
Stan L. Hasselbusch | President and Chief Executive Officer | |
Merry L. Brumbaugh | Vice President — Tubular Products | |
Samuel K. Fisher | Senior Vice President — Rail | |
Donald L. Foster | Senior Vice President — Construction Products | |
Kevin R. Haugh | Vice President — CXT Concrete Products |
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CUSIP No. | 736212101 | Page | 10 | of | 11 |
Name | Principal Occupation | |
John F. Kasel | Senior Vice President — Operations and Manufacturing | |
Brian H. Kelly | Vice President — Human Resources | |
Gregory W. Lippard | Vice President — Rail Product Sales | |
Linda K. Patterson | Controller | |
David J. Russo | Senior Vice President, Chief Financial Officer and Treasurer | |
David R. Sauder | Vice President — Global Business Development | |
David L. Voltz | Vice President, General Counsel and Secretary |
Name | Principal Occupation | |
Stan L. Hasselbusch | President and Chief Executive Officer of L.B. Foster Company; Director and President & CEO of Foster Thomas Company | |
David J. Russo | Senior Vice President, Chief Financial Officer and Treasurer of L.B. Foster Company; Director and Senior Vice President, CFO & Treasurer of Foster Thomas Company | |
David L. Voltz | Vice President, General Counsel and Secretary of L.B. Foster Company; Director and Vice President & Secretary of Foster Thomas Company | |
David Sauder | Vice President — Global Business Development of L.B. Foster Company; Vice President of Foster Thomas Company |
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CUSIP No. | 736212101 | Page | 11 | of | 11 |
Exhibit 1: | Summary description of Agreement and Plan of Merger and Form of Tender and Voting Agreement | |
Exhibit 2: | Agreement and Plan of Merger, dated as of February 16, 2010, among L.B. Foster Company, Foster Thomas Company and Portec Rail Products, Inc. | |
Exhibit 3: | Form of Tender and Voting Agreement, dated as of February 16, 2010, among L.B. Foster Company, Foster Thomas Company and certain shareholders of Portec Rail Products, Inc. |