UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): May 13, 2010
L.B. Foster Company
(Exact Name of Registrant as Specified in its Charter)
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| Pennsylvania
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000-10436
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25-1324733 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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415 Holiday Drive
Pittsburgh, Pennsylvania
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15220 |
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(Zip Code) |
Registrant’s telephone number, including area code: (412) 928-3417
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On
May 13, 2010, L.B. Foster Company (“L.B. Foster”) entered into the First Amendment (“Amendment
No. 1”) to the Agreement and Plan of Merger, dated as of February 16, 2010 (the “Merger
Agreement”), by and among L.B. Foster, Foster Thomas Company, a West Virginia corporation and a
wholly-owned subsidiary of L.B. Foster (“Purchaser”), and Portec Rail Products, Inc., a West
Virginia corporation (“Portec”).
The Merger Agreement provides for a tender offer by Purchaser to purchase all of the outstanding
shares of common stock of Portec (the “Shares”) at a price of $11.71 per Share (the “Offer”), net
to the seller in cash, and the subsequent merger of Portec and Purchaser, with Portec surviving as
a wholly-owned subsidiary of L.B. Foster (the “Merger”). Consummation of the Offer by Purchaser is
subject to certain conditions, including the condition that the number of Shares that have been
validly tendered and not withdrawn, together with the number of Shares then owned by L.B. Foster or
any of its subsidiaries represents at least 65% of the total number of outstanding Shares, on a
fully diluted basis (the “Minimum Condition”).
The Merger Agreement provides that either Portec or L.B. Foster may terminate the Merger Agreement
if L.B. Foster has not accepted for payment a number of Shares equal to the Minimum Condition by
the earlier of the expiration of the Offer in accordance with its terms or the close of business on
June 15, 2010 (the “Drop Dead Date”). Pursuant to Amendment No. 1, the Drop Dead Date is extended
to the close of business on August 31, 2010.
The Merger Agreement also provides that Portec and its officers, directors, and representatives
shall not take any action that is designed or reasonably likely to facilitate, induce or encourage
any inquiries with respect to proposals for transactions with third parties involving Portec.
Pursuant to Amendment No. 1, L.B. Foster has waived this provision for the sole and limited purpose
of allowing Portec or its representatives to contact Ameridan Resources LLC (“Ameridan”) in
response to a verbal inquiry Portec recently received from Ameridan.
Other than the two provisions discussed above, the Merger Agreement remains in full force and
effect, and is ratified and confirmed by Amendment No. 1.
The foregoing discussion is a summary of Amendment No. 1 and the Merger Agreement, does not purport
to be complete, and is qualified in its entirety by Amendment No. 1 and the Merger Agreement. A
copy of Amendment No. 1 is filed as Exhibit (a)(5)(N) to L.B. Foster’s Schedule TO-T/A
filed on May 13, 2010 and is incorporated herein by reference. A copy of the Merger Agreement is
filed as Exhibit 2.1 to L.B Foster’s Current Report on Form 8-K filed on February 17, 2010 and is
incorporated herein by reference.
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