SECURITIES AND EXCHANGE COMMISSION
450 5th Street
Judiciary Plaza
Washington, DC 20549
Dear Sir:
L.B. Foster Company hereby files an amended Prospectus for shares
offered under its 1985 Long-Term Incentive Plan. The shares were initially
registered under Registration Statement No. 33-79450.
Very truly yours,
David L. Voltz
<PAGE>
Registration Statement No.33-79450 Rule 424(b)(3)
- ---------------------------------
PROSPECTUS
- ---------------------------------
L. B. Foster Company
Class A Common Stock
($.01 Par Value)
1,500,000 Shares Offered Under The
1985 LONG-TERM INCENTIVE PLAN AS
AMENDED AND RESTATED
This Prospectus relates to the offer and sale of shares of Class A
Common Stock of L. B. Foster Company (the "Company") to certain present
and former officers, directors and employees of the Company and its
subsidiaries pursuant to the 1985 Long-Term Incentive Plan as Amended
and Restated. Such persons (including "affiliates" of the Company as
defined in Rule 405 under the Securities Act of 1933) may use this
Prospectus for the reoffer or resale of such shares in brokers'
transactions in the over-the-counter market, in privately negotiated
transactions, or otherwise, and may be deemed to be "underwriters" as
defined in the Securities Act of 1933, as amended, with respect to such
resales. The Company will receive none of the proceeds from such
resales.
The Class A Common Stock is traded in the over-the-counter market and
is reported in the National NASDAQ System (Symbol: FSTRA). The
Company's executive offices are located at 415 Holiday Drive,
Pittsburgh, Pennsylvania 15220 and its telephone number is
(412) 928-3431.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 29, 1997.
<PAGE>
AVAILABLE INFORMATION
L. B. Foster Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such material can be inspected and copied at the public
reference facilities maintained by the Commission at 450 5th Street,
N.W., Washington, D.C. 20549 and at its regional offices located at 500
West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 5th Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information
with respect to the Company and the securities offered hereby.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the applicable
document filed with the Commission. Further information about the L. B.
Foster Company 1985 Long-Term Incentive Plan as Amended and Restated
and its administrators may be obtained by contacting David L. Voltz,
Secretary of the Company, whose address and telephone number are set
forth below.
If a copy of the Company's annual report to stockholders for the last
fiscal year was not furnished with this Prospectus, a copy of such
report may be obtained, without charge, from the Company upon written
or oral request to: L. B. Foster Company, David L. Voltz, Secretary,
415 Holiday Drive, Pittsburgh, PA 15220, telephone number
(412) 928-3431. Participants in the Plan will receive copies of all
reports, proxy statements and other communications distributed to
stockholders of the Company.
<PAGE>
THE PLAN
The 1985 Long-Term Incentive Plan became effective January 1, 1985 and
was approved at the 1985 annual meeting of stockholders. The Board of
Directors on February 6, 1987 amended the Plan in a number of respects
by adopting the 1985 Long-Term Incentive Plan as Amended and Restated,
which was approved at the 1987 annual meeting of stockholders. At the
1990 annual meeting the Plan was amended by increasing from 800,000 to
1,000,000 the maximum number of shares issuable upon the exercise of
options or stock appreciation rights. The Plan was further amended
July 30, 1992 to bring the Plan in compliance with the requirements of
Rule 16b-3 (as amended May 1, 1991) under the Securities Exchange Act
of 1934, as amended, and remove certain restrictions and procedures
which are no longer necessary in order to comply with that Rule. The
July 1992 amendments have no effect on stock options granted prior to
those amendments, except to the extent that the stock option agreement
may be amended in writing in accordance with the Plan. Finally, at the
1994 annual meeting the stockholders approved amendments to the Plan
which increased from 1,000,000 to 1,500,000 the maximum number of
shares issuable upon the exercise of options or stock appreciation
rights and extended from January 1, 1995 to January 1, 2005 the
termination date of the Plan. The 1985 Long-Term Incentive Plan as
Amended and Restated, as in effect at the date of this Prospectus, is
hereinafter referred to as the "Plan".
The Plan will expire January 1, 2005 unless earlier terminated by the
Board of Directors; however, options and stock appreciation rights
granted prior to the expiration of the Plan will remain in effect in
accordance with their terms.
The purpose of the Plan is to provide financial incentives for selected
key personnel and directors of the Company and its subsidiaries,
thereby promoting the long-term growth and financial success of the
Company by (i) attracting and retaining personnel and directors of
outstanding ability, (ii) strengthening the Company's capability to
develop, maintain and direct a competent management team, (iii)
motivating key personnel to achieve long-range performance goals and
objectives and (iv) providing incentive compensation opportunities
competitive with those of other corporations.
The Plan is neither qualified under Section 401 of the Internal Revenue
Code nor subject to any provisions of the Employee Retirement Income
Security Act of 1974.
The following summary of the Plan is qualified in its entirety by
reference to the Plan, copies of which have been filed with the
Commission and furnished to the recipients of stock options.
Administration and Eligibility
The Plan authorizes the granting of stock options and stock
appreciation rights ("SARs") to officers and employees of the Company
and its subsidiaries who occupy responsible executive, professional or
administrative positions and who have the capacity to contribute to the
success of the Company. Options and SARs may also be granted to
directors of the Company and its subsidiaries who are not employees of
the Company or a subsidiary. Employees must be in grade level 15 or
above or otherwise selected for participation. As of the date of this
Prospectus there were 44 participants in the Plan.
<PAGE>
Awards to participants are administered by a committee composed of two
or more directors of the Company, each of whom is a "non-employee
director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, (the "Committee"). Members of the
Committee are appointed by and serve at the pleasure of the Board of
Directors. The Committee is authorized, in its discretion but within
the parameters set forth in the Plan, to determine those officers,
employees and directors who shall receive awards, the type of award to
be made, the number of shares to be optioned and the time or
times when awards shall be made, to grant such awards, and to interpret
the terms and provisions thereof. The Committee's interpretations of
the awards are final and conclusive as to all interested parties. The
Committee has general authority to interpret the Plan and establish
rules and regulations for its administration. As of the date of this
Prospectus, the members of the Committee were John W. Puth, 5215 Old
Orchard Road, Skokie, IL 60077 and Richard L. Shaw, 4301 Dutch Ridge
Road, Beaver, PA 15009-0280.
Stock Option Grants
Up to 1,500,000 shares of common stock of the Company may be issued or
delivered by the Company under the Plan, which may include newly-issued
or treasury shares. The number and kind of shares that may be issued,
the number of shares subject to outstanding options and SARs, the
exercise (purchase) price per share and other relevant provisions are
subject to appropriate adjustment for stock splits, stock dividends,
reverse splits, recapitalizations, a merger in which the Company is the
surviving corporation or other similar capital changes. Such adjustment
shall be as determined by the Board of Directors, whose determination
shall be binding on all persons. Shares of stock subject to an option
which for any reason is canceled or terminated without having been
exercised in full (except for shares subject to an option canceled upon
the exercise of a related SAR) are again available for awards under the
Plan.
INCENTIVE STOCK OPTIONS. Eligible employees of the Company and its
subsidiaries may be granted "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("ISOs"). The aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which ISOs are
exercisable for the first time by an optionee during any calendar year,
under all plans of the optionee's employer corporation and its parent
and subsidiary corporations, cannot exceed $100,000. No ISO may be
granted to any employee who, at the time of grant, owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary. In addition, no ISO
may be exercisable more than three months after termination of the
optionee's employment with the Company or with a parent or subsidiary
corporation of the Company, except that when such employment is
terminated because of permanent and total disability within the meaning
of Section 22(e)(3) of the Internal Revenue Code of 1986 ("Permanent
Disability") or death, such period may be one year. As of the date of
this Prospectus, no ISOs had been granted under the Plan.
<PAGE>
NONQUALIFIED STOCK OPTIONS. The Plan also authorizes the grant of stock
options which do not qualify as ISOs ("Nonqualified Stock Options").
Such options may be granted to eligible employees of the Company and
its subsidiaries as well as to non-employee officers and directors of
the Company and its subsidiaries.
Terms and Provisions of Stock Options
The terms and provisions of stock options granted under the Plan are
determined by the Committee, provided that (a) the exercise price must
be not less than the higher of (i) 100% of the fair market value (as
defined) of the stock at the date of grant or (ii) the average of the
fair market value of the stock for the 30 consecutive trading days
commencing 45 trading days before the date of grant, as determined by
the Committee, (b) the option must expire no later than ten years from
the date of grant, and (c) options intended as ISOs must comply with
the applicable requirements as set forth in "Incentive Stock Options"
above. The terms and provisions of option grants need not be uniform.
Unless otherwise provided in the stock option agreement, (a) such
options are exercisable in cumulative annual installments in the amount
of 25% of the shares optioned, commencing on the first anniversary of
the grant, (b) in the case of death, the option may be exercised by the
optionee's legal representative within 12 months after the date of
death, but only to the extent the option was exercisable at the time of
death, (c) in the case of retirement with the consent of the Company or
Permanent Disability, the option may be exercised within three years
after termination of service for such reason, but only to the extent
that the option was exercisable at the time of such termination of
service and (d) if the optionee's service with the Company or a
subsidiary of the Company terminates for any reason other than death,
retirement with the consent of the Company or Permanent Disability, all
options held by him will immediately terminate and may not thereafter
be exercised; provided, however, that if his service terminates more
than four years after the grant of the option and if his service is not
terminated for "cause", he may exercise the option within 30 days after
such termination of service. Notwithstanding the foregoing, in no
event may any option be exercised after the expiration of ten years
from the date on which it was granted. "Cause" includes willful or
gross neglect of duties or willful misconduct in the performance of
duties, so as to cause material harm to the Company or any subsidiary
as determined by the Board of Directors; fraud, misappropriation or
embezzlement in the performance of duties; or conviction of a felony
which, as determined in good faith by the Board of Directors,
constitutes a crime involving moral turpitude and results in material
harm to the Company or a subsidiary.
The Committee is authorized to determine whether an optionee has
retired from service or has suffered Permanent Disability, and its
determination shall be binding on all concerned. In the sole discretion
of the Committee, a transfer of service to an affiliate of the Company
other than a subsidiary of the Company may be deemed retirement from
service with the consent of the Company. Except as otherwise provided
in the stock option agreement, an optionee's service will be treated as
continuing while he is on military leave, sick leave or other bona fide
leave of absence if the period of such leave does not exceed 90 days
or, if longer, his right to reestablish his service is guaranteed by
statute or by contract; absent such statute or contract, his service
will be deemed to have terminated on the 91st day of such leave. The
Committee is also authorized, in its discretion, to accelerate the date
on which an option or SAR may be exercised, if it determines that to do
so will be in the best interests of the Company and the optionee.
<PAGE>
STOCK OPTION AGREEMENT. Each stock option is evidenced by a stock
option agreement in such form and containing such provisions, not
inconsistent with the provisions of the Plan, as the Committee shall
approve. The terms and provisions of such agreements need not be
uniform. Each optionee should therefore refer to his own stock option
agreement for the terms and provisions of his option.
Exercise of Stock Options and Disposition of Shares
MANNER OF EXERCISE. Stock options may be exercised by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. The notice of exercise must be accompanied by payment in
full of the exercise price in cash or by certified or cashier's check.
CONDITIONS TO DELIVERY OF SHARES. The Company will not be obligated to
deliver any shares upon the exercise of an option unless and until, in
the opinion of the Company's counsel, all applicable federal, state and
other laws and regulations have been complied with. If the outstanding
stock at the time of exercise is listed on any stock exchange, no
delivery will be made unless and until the shares to be delivered have
been listed or authorized for listing upon official notice of issuance
on such exchange. Nor will delivery be made until all other legal
matters in connection with the issuance and delivery of shares have
been approved by the Company's counsel. In this regard, and without
limiting the generality of the foregoing, the Company may require from
the optionee or his legal representative such investment representation
or such agreement, if any, as counsel for the Company may consider
necessary in order to comply with the Securities Act of 1933, as
amended, the securities laws of any state and the regulations
thereunder, certificates evidencing the shares may be required to bear
a restrictive legend, a stop transfer order may be placed with the
transfer agent, and there may be restrictions as to the number of
shares that can be resold during a given period of time and the manner
of sale. Optionees or their legal representatives must take any action
reasonably requested by the Company in order to effect compliance with
all applicable securities laws and regulations and any listing
requirements.
Notice of disposition of shares. Each optionee must notify the Company
when any disposition of optioned shares, whether by sale, gift or
otherwise, is made by him.
Stock Appreciation Rights
AWARDS OF SARs. At any time prior to six months before an option's
expiration date, the Committee may award to the optionee an SAR related
to the option, which represents the right to receive payment of an
amount not greater than the amount, if any, by which the fair market
value (as defined) of the optioned stock on the trading day immediately
preceding the date of exercise of the SAR exceeds the exercise price of
the option. SARs are evidenced by either the stock option agreement or
a separate agreement with the Company.
<PAGE>
EXERCISE OF SARs. An SAR is exercisable only at the same time, to the
same extent and subject to the same conditions as the option related
thereto is exercisable, except that (a) the Committee may prescribe
additional conditions and limitations on the exercise of any SAR,
including a maximum appreciation value, (b) an SAR may be exercised
only when the fair market value (as defined) of the stock subject to
the related option exceeds the exercise price of the option and (c) an
SAR is not exercisable during the first six months of its term except
in the event of death or Permanent Disability of the optionee prior to
the expiration of such six-month period. An SAR is exercisable only by
written notice to the Company, except that all SARs are automatically
exercised on the last trading day prior to the expiration of the
related option (so long as the fair market of the optioned stock at the
time of exercise exceeds the exercise price of the option) unless prior
to such day the optionee instructs the Company otherwise in writing.
The exercise of an SAR cancels the related option.
PAYMENT. Payment of the amount to which an optionee is entitled upon
the exercise of his SAR will be made in cash, Company stock or any
combination thereof, as the Committee determines at the time of the
award. The Company stock will be valued at its fair market value, as
determined by the Committee. When in the judgment of counsel to the
Company an optionee is subject to Section 16 of the Securities Exchange
Act of 1934, as amended, with respect to any equity securities of the
Company, any election by such optionee to receive cash in whole or in
part upon the exercise of his SAR can be made only during the period
beginning on the third business day following the date of release by
the Company for publication of any quarterly or annual summary
statement of its sales and earnings and ending on the twelfth business
day following such date of release, and if the Committee has not
determined the form of payment, any election to exercise the SAR in
whole or in part for cash is subject to the subsequent approval or
disapproval thereof by the Committee in its sole discretion.
EXPIRATION. Each SAR will expire on the date determined by the
Committee at the time of award, or, if later, upon the termination of
the related option.
Miscellaneous Provisions
NONTRANSFERABILITY. No stock option or SAR awarded under the Plan is
transferable by the optionee other than by will or the laws of descent
and distribution. Any transfer contrary to this restriction will
nullify the award. Options and SARs are exercisable during the
optionee's lifetime only by him or his legal representative.
STOCKHOLDER RIGHTS. An optionee has no rights as a stockholder with
respect to any stock covered by his option until the issuance to him of
a stock certificate representing such stock.
NO RIGHT TO EMPLOYMENT. Neither the establishment of the Plan nor any
action taken by the Company, the Board, or the Committee under the
Plan, nor any provision of the Plan, shall be construed as giving to
any person the right to be retained in the service of the Company or
any subsidiary.
<PAGE>
CONSOLIDATION OR MERGER. In the event of a consolidation or a merger in
which the Company is not the surviving corporation, or any other merger
in which the stockholders of the Company exchange their shares of stock
in the Company for stock of another corporation, or in the event of
complete liquidation of the Company, or in the case of a tender offer
accepted by the Board of Directors, all outstanding options and SARs
will thereupon terminate, provided that the Board may, prior to the
effective date of any such consolidation or merger, either (a) make all
outstanding options and SARs immediately exercisable or (b) arrange to
have the surviving corporation grant to the optionees replacement
options and SARs on terms which the Board determines to be fair and
reasonable.
AMENDMENTS. The Board may at any time amend the Plan or amend any
outstanding option for the purpose of satisfying the requirements of
any changes in applicable laws or regulations or for any other purpose
which may at the time be permitted by law, provided that no such
amendment shall result in Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, becoming inapplicable to any options or without
the approval of the stockholders of the Company (a) increase the
maximum number of shares of common stock available under the Plan
(subject to adjustment as explained above), (b) reduce the exercise
price of options below the prices provided for in the Plan, (c) extend
the time within which options or SARs may be granted, (d) extend the
period of an outstanding option beyond ten years from the date of grant
or (e) change the designation of the persons or classes of persons
eligible to receive awards under the Plan. No amendment shall adversely
affect the right of any optionee under any award theretofore granted to
him except upon his written consent to such amendment. Amendments
requiring the approval of stockholders may be effected by the Board
subject to such approval.
FEDERAL INCOME TAX CONSEQUENCES
Under the Internal Revenue Code of 1986 as currently in effect, there
is no taxable income to an optionee when an ISO is granted to him or
when the ISO is exercised. The excess, however, of the fair market
value of the underlying shares on the date of exercise over the option
exercise price will be taken into account as an adjustment in
determining whether the optionee is subject to the alternative minimum
tax for the year of exercise. Any such adjustment, however, may be
added to the optionee's tax basis for future alternative minimum tax
purposes. If the optionee does not dispose of the shares within one
year of the date on which the shares are transferred to him nor within
two years of the date of option grant, any gain realized upon the
disposition will be taxable as long-term capital gain. However, if the
optionee does not satisfy the applicable holding period, the excess of
the fair market value of the shares on the date of exercise over the
option exercise price (but not exceeding the amount by which the sale
price of the shares exceeds the option exercise price) will be taxable
as ordinary income for the year in which the shares are disposed of.
There is no taxable income to a participant when an SAR or a Non-
qualified stock option is granted to him, however, upon the exercise of
an SAR or a Nonqualified Stock Option, the excess of the fair market
value of the underlying shares on the date of exercise over the option
exercise price for such shares will be taxable to the optionee as
ordinary income. The Company will be entitled to a corresponding tax
deduction for any amounts which are taxable to an optionee as ordinary
income. If at any time an optionee is treated as receiving ordinary
income and at that time he is employed by the Company or any of its
affiliates, the Company may be required to withhold federal income
taxes and also may be required to withhold contributions under the
Federal Insurance Contributions Act (FICA) from either the source of
such ordinary income or other income payable to the optionee.
<PAGE>
Because of the complexity of the federal income tax laws and the
possibility of changes therein, and because the tax consequences to a
particular optionee will at least in part depend upon his personal
financial situation, optionees are urged to consult their personal tax
advisors before exercising their options or SARs or reselling shares
acquired under the Plan. Optionees should also consult their personal
tax advisors as to the state, local and federal estate tax consequences
of such transactions.
OUTSTANDING OPTIONS
The following table sets forth information concerning the stock options
outstanding at the date of this Prospectus.
<TABLE>
<S> Per Share Expiration Percent
Grant Date ExercisePrice Date(1) Vested
<C> <C> <C>
2/6/87 $3.00 2/6/97 100
12/11/87 3.00 12/11/97 100
6/21/88 3.31 6/21/98 100
1/19/89 3.31 1/19/99 100
6/20/89 3.31 6/20/99 100
12/29/89 3.31 12/29/99 100
5/8/90 3.31 5/8/00 100
11/13/90 3.22 11/13/00 100
7/30/92 2.63 7/29/02 100
12/15/93 3.82 12/15/03 75
7/22/94 3.56 7/22/04 50
12/14/94 3.42 12/14/04 50
4/28/95 3.70 4/28/05 25
5/8/96 4.125 55/8/06 100
</TABLE>
(1) Unless terminated on an earlier date as a result of termination of
service, death or Permanent Disability, as more fully set forth in the
stock option agreements.
The foregoing options are subject to termination upon certain events,
as set forth in the stock option agreements.
As of the date of this Prospectus, no SARs had been granted under the
Plan and options for 383,750 shares had been exercised.
<PAGE>
CERTAIN SELLING SECURITYHOLDERS
The following table sets forth information as of the date of this
Prospectus concerning the officers and directors of the Company who hold
options granted under the Plan. Shares of Class A Common Stock acquired
by such officers and directors under the Plan, through the exercise of
their options or the exercise of any related SARs, may be resold
by them using this Prospectus.
<TABLE>
<S> Class A Class A
Common Common
Shares Shares
Name Position With The Company Owned Optioned
<C> <C>
William S. Cook,Jr. Vice President - Strategic - 25,000
Planning and Acquisitions
Paul V. Dean Vice President - 25,000
Piling Products
Samuel K. Fisher Vice President 1,060 7,000
Relay Rail
Lee B. Foster II Director,President and Chief 32,426 150,000
Executive Officer
Dean A. Frenz Senior Vice President 1,038 50,000
Rail Products
Stan L. Hasselbusch Senior Vice President - 50,000
Construction & Tubular Products
David L. Minor Treasurer 3,289 15,000
Roger F. Nejes Senior Vice President-Finance and - 50,000
Administration and Chief Financial Officer
Henry M. Ortwein, Jr. Vice President - 25,000
Rail Manufacturing
John W. Puth Director 20,000 35,000
William H. Rackoff Director - 10,000
John L. Rice Vice President - 25,000
Rail Distribution
Richard L. Shaw Director - 25,000
Robert W. Sigle Vice President - 15,000
Tubular Products
Linda M. Terpenning Vice President 1,857 25,000
Human Resources
David L. Voltz Vice President,General Counsel - 25,000
and Secretary
Donald F. Vukmanic Controller 3,619 15,000
James W. Wilcock Chairman of the Board 500 100,000
</TABLE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Class A Common Stock
The Company is authorized to issue up to 20,000,000 shares of Class A
Common Stock, par value $.01 per share, of which 10,097,738 were
outstanding at the date of this Prospectus. All shares of Class A
Common Stock currently outstanding are fully paid and nonassessable.
The Class A Common Stock is traded in the over-the-counter market and
is reported in the National NASDAQ system (Symbol: FSTRA). American
Stock Transfer & Trust Company, New York, New York, is the transfer
agent and registrar for the Class A Common Stock.
The Class A Common Stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares have one vote on any
matter submitted to the vote of stockholders, equal dividend rights
along with shares of Class B Common Stock, and equal rights along with
shares of Class B Common Stock in the assets of the Company available
for distribution to holders of Common Stock upon liquidation. The Class
A Common Stock does not have cumulative voting rights. Holders are
entitled to receive dividends when and as declared by the Board of
Directors of the Company out of funds legally available therefor.
Class B Common Stock
The Company is authorized to issue up to 1,391,000 shares of Class B
Common Stock, par value $.01 per share, none of which was outstanding
at the date of this Prospectus.
The Class B Common Stock is identical to the Class A Common Stock in
all respects except with respect to voting and conversion rights. The
holders of Class B Common Stock are not generally entitled to vote, but
are entitled to one vote per share (voting together as a class with
shares of the Class A Common Stock) on any consolidation, merger,
dissolution, liquidation or sale of assets to be voted on by the
stockholders of the Company. Shares of Class B Common Stock are
convertible at any time and from time to time into an equal number of
shares of Class A Common Stock; provided that no holder of Class B
Common Stock shall be entitled to convert any shares of Class B Common
Stock to the extent, as a result of such conversion, such holder and
its affiliates, directly or indirectly, would own, control or have
power to vote a greater quantity of securities of any kind issued by
the Company than such holder and its affiliates shall be permitted to
own, control or have power to vote under any law or under any
regulation, rule or other requirement of any governmental authority at
any time applicable to such holder or its affiliates.
Special Provisions
The Company's Restated Certificate of Incorporation, as amended,
contains a provision that no director of the Company shall be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate liability (i) for any breach of the duty
of loyalty to the Company and its stockholders, (ii) for acts or
<PAGE>
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of Delaware ("GCL") or (iv) for any transaction from
which the director derived an improper personal benefit. If the GCL is
amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director shall be
eliminated or limited to the fullest extent authorized by the GCL, as
so amended. The Company's By-laws contain a provision that the Company
shall, to the fullest extent permitted by Delaware law, indemnify its
officers and directors in connection with any actual or threatened
action, suit or proceeding arising out their service to the Company.
Insofar as such indemnification provision covers liabilities of
officers and directors arising under the Securities Act of 1933, the
Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Restriction on Payment of Dividends
Pursuant to restrictions in a loan agreement between the Company and
various banks, dividends on common stock may only be paid so long as
the amount of such dividends does not exceed 25% of the Company's
consolidated net income (determined from the period commencing January
1, 1995) in excess of $1,300,000. At September 30, 1996, $3,181,000 was
available for future dividends on common stock.
LEGAL OPINION
The validity of the Class A Common Stock offered hereby has been passed
upon for the Company by its counsel, Klett Lieber Rooney & Schorling, A
Professional Corporation, 40th Floor, One Oxford Centre, Pittsburgh,
Pennsylvania 15219.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
The Company's Annual Report on Form I0-K for the year ended December
31, 1995 and its Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996, filed with the Securities and
Exchange Commission, are incorporated herein by reference. In addition,
all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Prospectus, and prior to the filing of a post-effective amendment
to the Registration Statement of which this Prospectus forms a part
which indicates that all securities covered by this Prospectus have
been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents. The Company
will provide without charge to each person, including any beneficial
owner, to whom this Prospectus has been delivered, upon written or oral
request, a copy of any and all of the documents incorporated by
reference herein (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for such documents should be directed to David L.
Voltz, Secretary, L. B. Foster Company, 415 Holiday Drive, Pittsburgh,
PA 15220, telephone number (412) 928-3431.
<PAGE>
No person is authorized to give any information
or to make any representation not contained in
this Prospectus in connection with the offer
contained herein, and if given or made, such
information or representation not contained
herein must not be relied upon as having been
authorized by the company. This Prospectus
does not constitute an offer of stock in any
jurisdiction where such offer would be unlawful.
The delivery of this Prospectus at any time does
not imply that the information herein is correct as
of any time subsequent to its date.
TABLE OF CONTENTS
Available Information...........................2
The Plan........................................3
Administration and Eligibility..............3
Stock Option Grants.........................4
Terms and Provisions of Stock Options.......5
Exercise of Stock Options and Disposition
of Shares...............................6
Stock Appreciation Rights...................6
Miscellaneous Provisions....................7
Federal Income Tax Consequences.................8
Outstanding Options.............................9
Certain Selling Securityholders................10
Description of Capital Stock...................11
Class A Common Stock.......................11
Class B Common Stock.......................11
Special Provisions.........................11
Restriction on Payment of Dividends........12
Legal Opinion..................................12
Documents Incorporated Herein By Reference.....12
L.B. FOSTER COMPANY
1985 LONG-TERM INCENTIVE
PLAN AS AMENDED AND
RESTATED
------------
PROSPECTUS
------------
JANUARY 29, 1997
