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SCHEDULE 14A
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material under §240.14a-12 |
L.B. Foster Company
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o | $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or |
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: |
(2) Aggregate number of securities to which transaction applies: |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) Proposed maximum aggregate value of transaction: |
(5) Total fee paid: |
o Fee paid previously with preliminary materials.
o | Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: |
(3) Filing Party: |
(4) Date Filed: |
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1. | Electing a board of six directors for the ensuing year. | |
2. | Considering any other matters that properly come before the stockholders at the meeting. |
David L. Voltz | |
Secretary |
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• | each person who has reported beneficial ownership of more than 5% of the Company’s common stock; | |
• | each director or nominee for director; | |
• | each executive officer named in the Summary Compensation Table on page 8; and | |
• | all directors and executive officers as a group. |
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Number of | Percent of | |||||||||
Shares | Shares | |||||||||
Stock Ownership | Owned (a) | (b) | ||||||||
More Than 5% Stockholders: | ||||||||||
Dimensional Fund Advisors Inc. (c)(d) | 616,230 | 6.12 | ||||||||
Royce & Associates, LLC (c) | 809,200 | 8.03 | ||||||||
Tontine Management, L.L.C., Tontine Partners, L.P. (c)(e) | 678,072 | 6.73 | ||||||||
Jeffrey L. Gendell (c)(e) | 1,330,936 | 13.21 | ||||||||
Directors: | ||||||||||
Lee B. Foster II | 399,359 | 3.89 | ||||||||
Stan L. Hasselbusch | 278,409 | 2.70 | ||||||||
Henry J. Massman IV | 46,829 | .46 | ||||||||
Diane B. Owen | 21,046 | .21 | ||||||||
John W. Puth | 102,746 | 1.01 | ||||||||
William H. Rackoff | 77,746 | .77 | ||||||||
Certain Executive Officers: | ||||||||||
Alec C. Bloem | 69,916 | .69 | ||||||||
Senior Vice President— Concrete Products | ||||||||||
Samuel K. Fisher | 48,705 | .48 | ||||||||
Senior Vice President— Rail | ||||||||||
David J. Russo | 27,351 | .27 | ||||||||
Senior Vice President, Chief Financial Officer and Treasurer | ||||||||||
David L. Voltz | 55,509 | .55 | ||||||||
Vice President, General Counsel and Secretary | ||||||||||
All Directors and Executive Officers as a Group | 1,221,745 | 11.22 |
(a) | This column shows the number of shares with respect to which the named person or group had direct or indirect sole or shared voting or investment power, whether or not beneficially owned. It also includes shares which the named person or group had the right to acquire within 60 days after the Record Date through the exercise of stock options (192,500 for Mr. Foster, 35,000 for Mr. Massman, 15,000 for Ms. Owen, 60,000 for Mr. Puth, 45,000 for Mr. Rackoff, 215,000 for Mr. Hasselbusch, 65,000 for Mr. Bloem, 41,250 for Mr. Fisher, 25,000 for Mr. Russo, 35,000 for Mr. Voltz and 811,000 for the directors and executive officers of the Company as a group). The column also includes the share equivalents contained in the 401(k) plan maintained by the Company (26,559 for Mr. Foster, 25,593 for Mr. Hasselbusch, 4,916 for Mr. Bloem, 4,083 for Mr. Fisher, 352 for Mr. Russo, 3,278 for Mr. Voltz and 74,438 for the executive officers as a group). Mr. Foster also indirectly owns 5,000 shares held in an investment plan maintained by a separate company. | |
(b) | The percentages in this column are based on the assumption that any shares which the named person has the right to acquire within 60 days after the Record Date have been acquired and are outstanding. | |
(c) | The address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401 and the address of Royce and Associates, Inc. is 1414 Avenue of Americas, New York, |
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NY 10019. The address of Tontine Partners, L.P., Tontine Management, L.L.C. and Jeffrey L. Gendell is 35 Railroad Avenue, 3rd Floor, Greenwich, CT 05830. | ||
(d) | These shares reportedly are owned by investment advisory clients for which Dimensional Fund Advisors Inc. serves as investment manager. | |
(e) | Tontine Management, L.L.C. (“TM”), the general partner of Tontine Partners, L.P. (“TP”), has the power to direct the affairs of TP. Mr. Gendell is the managing member of TM and certain other entities which own, inter alia, Company stock. TP owns 678,072 shares of the Company’s common stock directly and TM owns these 678,072 shares indirectly. TM’s and Mr. Gendell’s indirect ownership of TP’s shares of Company stock is included in the number of shares owned by each of TM and Mr. Gendell. |
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Nominee | ||
Lee B. Foster II | Mr. Foster, age 58, has been a director of the Company since 1990. He was the Chief Executive Officer of the Company from May 1990 until January 2002. Mr. Foster is a director of Wabtec Corporation, a manufacturer of components for locomotives, freight cars and passenger transit vehicles. Wabtec Corporation also provides aftermarket services, including locomotive and freight car maintenance. | |
Stan L. Hasselbusch | Mr. Hasselbusch, age 57, has been Chief Executive Officer and a director of the Company since January 2002, and President of the Company since March 2000. He served as Vice President— Construction and Tubular Products of the Company from December 1996 to December 1998 and as Chief Operating Officer from January 1999 until he was named Chief Executive Officer in January 2002. | |
Henry J. Massman IV | Mr. Massman, age 42, has been a director of the Company since November 1998. He has been President and Chief Executive Officer of Massman Construction Co., Inc., a heavy civil, bridge and marine contractor, since 1988. | |
Diane B. Owen | Ms. Owen, age 49, was elected as a director in May 2002. She has been Vice President— Corporate Audit of H.J. Heinz Company, an international food company, since April 2000 and was Vice President— Strategy Development for H.J. Heinz Company from January 2000 to April 2000. | |
John W. Puth | Mr. Puth, age 76, has been a director of the Company since 1977. He is a managing member of J.W. Puth Associates, LLC and a general partner of JDA Partners LP (an investment partnership). Mr. Puth also is a director of A.M. Castle Co. (material fabrication and distribution) and several private companies. | |
William H. Rackoff | Mr. Rackoff, age 56, has been a director of the Company since 1996. Mr. Rackoff has been President of ASKO, Inc., which manufactures custom engineered tooling for the metalworking industry, since 1991 and became Chief Executive Officer of ASKO, Inc. in 1995. |
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2004 | 2003 | |||||||
Audit fees (includes audits and reviews of the Company’s fiscal 2004 and 2003 financial statements) | $ | 409,027 | $ | 173,955 | ||||
Audit-related fees (primarily audits of the Company’s various employee benefit plans) | $ | 18,400 | $ | 18,700 | ||||
Tax fees (federal and state) | — | $ | 80,297 | |||||
All Other Fees | — | — | ||||||
Total Fees | $ | 427,427 | $ | 272,952 |
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AUDIT COMMITTEE | |
Diane B. Owen, Chairman | |
John W. Puth | |
William H. Rackoff |
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Long Term | |||||||||||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||||||||||
Other | |||||||||||||||||||||||||
Annual | Options/ | All Other | |||||||||||||||||||||||
Salary | Bonus | Compensation | SARs | Compensation | |||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(1) | (# shares) | ($)(2) | |||||||||||||||||||
Stan L. Hasselbusch | 2004 | 331,250 | 30,000 | * | — | 20,298 | |||||||||||||||||||
President and Chief | 2003 | 308,438 | 35,000 | * | — | 18,412 | |||||||||||||||||||
Executive Officer | 2002 | 300,369 | — | * | 20,000 | 14,134 | |||||||||||||||||||
Alec C. Bloem | 2004 | 215,504 | 31,653 | * | — | 10,379 | |||||||||||||||||||
Sr. Vice President— | 2003 | 210,204 | 10,000 | * | — | 9,802 | |||||||||||||||||||
Concrete Products | 2002 | 204,748 | — | * | — | 6,917 | |||||||||||||||||||
Samuel K. Fisher | 2004 | 181,875 | 79,628 | * | — | 10,024 | |||||||||||||||||||
Sr. Vice President— Rail | 2003 | 175,000 | 18,000 | * | — | 9,456 | |||||||||||||||||||
2002 | 155,680 | — | * | — | 6,469 | ||||||||||||||||||||
David J. Russo | 2004 | 171,247 | 28,000 | * | — | 7,873 | |||||||||||||||||||
Sr. Vice President, | 2003 | 160,000 | 23,000 | * | — | 4,893 | |||||||||||||||||||
Chief Financial Officer | 2002 | (3) | 70,002 | 25,000 | * | 50,000 | — | ||||||||||||||||||
and Treasurer | |||||||||||||||||||||||||
David L. Voltz | 2004 | 162,249 | 10,000 | * | — | 8,678 | |||||||||||||||||||
Vice President, General | 2003 | 156,971 | 8,984 | * | — | 6,453 | |||||||||||||||||||
Counsel and Secretary | 2002 | 152,998 | — | * | — | 6,460 |
(1) | The amounts in this column include the value of Company provided term life insurance, long-term disability premiums, leased car, Executive Medical Reimbursement Plan, relocation expenses, and club dues and fees. |
(2) | The amounts in this column include Company contributions to the L.B. Foster Company Voluntary Investment Plan and the Supplemental Executive Retirement Plan. |
(3) | Mr. Russo became an employee of the Company in July, 2002. |
* | The total is less than 10% of the executive’s total salary and bonus for the year. |
Number of Shares | ||||||||||||||||||||||||
Underlying Unexercised | Value of Unexercised | |||||||||||||||||||||||
Options at Fiscal | In-the-Money Options at | |||||||||||||||||||||||
Shares | Year-End (#) | Fiscal Year-End ($) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise (#) | Realized ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Stan L. Hasselbusch | 6,000 | 28,500 | 185,000 | 35,000 | 941,950 | 177,700 | ||||||||||||||||||
Alec C. Bloem | — | — | 61,250 | 3,750 | 335,663 | 23,363 | ||||||||||||||||||
Samuel K. Fisher | 26,750 | 120,609 | 38,750 | 2,500 | 191,306 | 15,575 | ||||||||||||||||||
David J. Russo | — | — | 25,000 | 25,000 | 133,000 | 133,000 | ||||||||||||||||||
David L. Voltz | 10,000 | 43,900 | 32,500 | 2,500 | 174,625 | 15,575 |
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COMPENSATION, NOMINATION AND GOVERNANCE | |
COMMITTEE | |
John W. Puth, Chairman | |
William H. Rackoff | |
Henry J. Massman IV |
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* | $100 invested on 12/31/99 in stock or index— including reinvestment of dividends. Fiscal year ending December 31. |
1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||
L.B. FOSTER COMPANY | 100.00 | 51.28 | 92.31 | 89.03 | 133.33 | 195.30 | ||||||||||||||||||
NASDAQ STOCK MARKET (U.S.) | 100.00 | 60.30 | 45.49 | 26.40 | 38.36 | 40.51 | ||||||||||||||||||
PEER GROUP | 100.00 | 81.19 | 86.44 | 62.73 | 100.94 | 138.26 |
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ANNUAL MEETING OF STOCKHOLDERS OF
L.B. FOSTER COMPANY
May 25, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.â
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx
Item 1. Election of the following nominees as Directors:(See Instructions Below) | |||||||
NOMINEES: | |||||||
o | FOR ALL NOMINEES | ¡ | Lee B. Foster II | ||||
¡ | Stan L. Hasselbusch | ||||||
o | WITHHOLD AUTHORITY | ¡ | Henry J. Massman IV | ||||
FOR ALL NOMINEES | ¡ | Diane B. Owen | |||||
¡ | John W. Puth | ||||||
o | FOR ALL EXCEPT | ¡ | William H. Rackoff | ||||
(See instructions below) | |||||||
INSTRUCTION: | To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here:l | ||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | ||||
(PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.)
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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PROXY
L.B. FOSTER COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 25, 2005
The undersigned hereby appoints Lee B. Foster II and Stan L. Hasselbusch, and each or either of them, to represent the L.B. Foster Company common stock of the undersigned at the Annual Meeting of Stockholders of L.B. Foster Company to be held at the Company’s headquarters, 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 on May 25, 2005 at 11:00 a.m. or at an adjournment thereof.
The shares represented by this proxy will be voted as directed by the stockholder.If no direction is given when the duly executed proxy is returned, such shares will be voted “FOR all Nominees” in Item 1.If any other matter should come before the meeting or any adjournment thereof, this proxy will be voted in the discretion of the proxyholders. If any nominee for director is unavailable for election, this proxy may be voted for a substitute nominee chosen by the Board of Directors.
(PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY)