SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) November 12, 1997
L.B. FOSTER COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 0-1043 25-1324733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
415 HOLIDAY DRIVE, PITTSBURGH, PENNSYLVANIA 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 412-928-3417
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On November 12, 1997, L.B. Foster Company (the "Registrant")
acquired: (i) the equipment, inventory, receivables and
miscellaneous assets of Precise Fabricating Corporation, a
Massachusetts corporation ("Precise" ), and (ii) the real estate
in Georgetown, Massachusetts owned by F&G Realty Trust, a
Massachusetts trust ("F&G"), which Precise utilized to conduct
its business of fabricating metal products. F&G and Precise are
collectively referred to as "Sellers". The foregoing
acquisition (the "Acquisition") was effected in accordance with
the Asset Purchase Agreement dated as of November 12, 1997 by
and among Registrant and Sellers (the "Agreement").
Registrant intends to continue to utilize the acquired assets
for the purpose of fabricating metal products.
The purchase price for the land, buildings, equipment,
furniture, fixtures, miscellaneous assets and good will was
$3,647,981. The Registrant also agreed to pay the estimated
book value of Precise's inventory and up to the ninety-six
percent (96%) of the face amount of Precise's receivables.
The purchase price was paid, in part, at closing by: (i) a cash
payment of $3,695,938, of which $500,000 was deposited into an
escrow account to secure Sellers' obligations under the
Agreement; and (ii) the assumption by the Registrant of certain
of Precise's liabilities, primarily accounts payable and an
industrial revenue bond, in the amount of $1,520,449. The cash
payment at Closing included eighty percent (80%) of the value of
inventory and sixty percent (60%) of the face value of receivables.
Twenty percent (20%) of the book value of the inventory was withheld
pending the completion of a post-closing audit designed to
verify the actual final inventory value. Thirty-six percent (36%)
of the face value of receivables was withheld and will be
paid by Registrant as and if receivables are collected, in the
manner set forth in the Agreement.
Registrant obtained funds for this transaction under its
existing loan agreement from its banking group comprised of
Mellon Bank, N.A., PNC Bank and Corestates Bank, N.A.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(a)(b) It is impracticable to provide the financial statements
and pro forma financial information required in respect of the
Acquisition at the time that this Current Report on Form 8-K is
being filed. Such financial statements and pro forma financial
information will be filed on or prior to January 26, 1998, if
required by Item 7.
(c) Exhibits
(1) Asset Purchase Agreement, dated November 12, 1997, by and
among the Registrant, Precise and F&G
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be filed
on its behalf by the undersigned hereunto duly authorized.
L.B. FOSTER COMPANY
By: /s/Roger F. Nejes
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Roger F. Nejes
Title: Senior Vice President and Chief
Financial Officer
Date: November 25, 1997
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