[logo of L.B. Foster Company]
L.B. FOSTER COMPANY
415 HOLIDAY DRIVE
PITTSBURGH, PENNSYLVANIA 15220
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 1995
To the Stockholders:
The annual meeting of stockholders of L.B. Foster Company will be held at
the Green Tree Marriott, 101 Marriott Drive, Pittsburgh, Pennsylvania on
Wednesday, May 10, 1995 at 11:00 a.m., local time, for the purpose of (i)
electing a board of five directors for the ensuing year, (ii) approving the
appointment of independent auditors for the year ending December 31, 1995 and
(iii) transacting such other business as may properly come before the meeting or
any adjournment thereof.
Only holders of record of the Class A Common Stock at the close of business
on March 31, 1995 will be entitled to vote at the meeting or at any adjournment
thereof. The stock transfer books will not be closed. The list of stockholders
entitled to vote will be available for examination by any stockholder, during
ordinary business hours, at the Company's principal executive offices, 415
Holiday Drive, Pittsburgh, Pennsylvania, 15220, for a period of ten days prior
to the meeting.
Stockholders are cordially invited to attend the meeting in person.
However, whether or not you expect to attend, we request that you promptly sign,
date and return the enclosed proxy card in the envelope provided to insure a
quorum for the meeting. Your proxy may be revoked at any time before it is
exercised by written notice delivered to the Company at the above address,
attention: Secretary, or by attendance at the meeting and voting in person.
David L. Voltz
Secretary
Pittsburgh, Pennsylvania
April 7, 1995
L.B. FOSTER COMPANY
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PROXY STATEMENT
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GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of L.B. Foster Company (the "Company") for use
at the annual meeting of stockholders to be held May 10, 1995 and at any
adjournment thereof. This proxy statement and the enclosed form of proxy and
annual report for 1994 were mailed to stockholders on or about April 7, 1995.
Any proxy given pursuant to this solicitation may be revoked at any time before
its use by written notice of revocation delivered to the Company at its
principal executive offices, 415 Holiday Drive, Pittsburgh, Pennsylvania 15220,
attention: Secretary, or by attendance at the meeting and voting in person.
At the meeting, the holders of Class A Common Stock will vote upon (i) the
election of a board of five directors to serve for the ensuing year and until
their successors are elected and qualified, (ii) approval of the independent
auditors for 1995 and (iii) any other matter which is properly presented at the
meeting. The presence, in person or by proxy, of the record holders of a
majority of the Company's outstanding Class A Common Stock is necessary to
constitute a quorum. At March 31, 1995, the record date for entitlement to vote
at the meeting, there were 9,922,738 shares of Class A Common Stock outstanding.
A quorum will therefore require the presence, in person or by proxy, of the
holders of at least 4,961,370 shares. Where a stockholder's proxy or ballot
indicates that no vote is to be cast on a particular matter (including broker
non-votes) the shares of such stockholders are nevertheless counted as being
present at the meeting for the purposes of the vote on that matter.
Only holders of record of the Class A Common Stock at the close of business
on March 31, 1995, are entitled to notice of and to vote at the meeting or at
any adjournment thereof. Such stockholders will have one vote for each share
held on that date. The Class A Common Stock does not have cumulative voting
rights. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting. Other matters shall
require the affirmative vote of the majority of the shares present in person or
represented by proxy at the meeting.
If the enclosed form of proxy is properly executed and returned, it will be
voted as directed. If no directions are given, the proxy will be voted FOR the
election of the five nominees named herein as directors and FOR approval of the
independent auditors for 1995.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited personally or by telephone or
telegram by officers or employees of the Company. The Company does not expect to
pay any compensation for the solicitation of proxies, but under arrangements
made with brokers, custodians, nominees and fiduciaries to send proxy material
to the beneficial owners of shares held by them, the Company may reimburse them
for their expenses in so doing.
PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to each stockholder
who, to the Company's knowledge, has sole or shared voting or investment power
with respect to more than 5% of the Company's outstanding Class A Common Stock.
This information is based upon the latest report furnished to the Company by
such stockholder and may not be current:
NUMBER OF PERCENT OF
NAME ADDRESS SHARES CLASS
---- ------- ------ -----
The TCW Group, Inc. 865 South Figueroa Street 841,000 8.48
Los Angeles, CA 90017
Dimensional Fund Advisors Inc. 1299 Ocean Avenue 740,900(a) 7.47
Santa Monica, CA 90401
Quaker Capital Management The Arrott Building 707,900(b) 7.13
Corporation 401 Wood Street, Suite 1300
Pittsburgh, PA 15222
U.S. Bancorp 111 S.W. Fifth Avenue 533,300(c) 5.37
Portland, OR 97204
- - ---------
(a) These shares reportedly are owned by investment advisory clients for which
Dimensional Fund Advisors Inc. serves as investment manager.
(b) Quaker Capital Management Corporation and/or its principals reportedly own
directly 129,500 of these shares. The remainder reportedly are owned by
investment advisory clients for which Quaker Capital Management Corporation
serves as investment manager.
(c) Qualivest Capital Management, Inc., an investment advisor and a wholly-owned
subsidiary of the United States National Bank of Oregon which is a
wholly-owned subsidiary of U.S. Bancorp, is the beneficial owner of 239,500
shares, as a result of acting as investment advisor to The Qualivest Funds,
an investment company. An additional 293,800 shares are held by the Trust
Group of U.S. Bancorp.
2
ELECTION OF DIRECTORS
A board of five directors is to be elected to serve until the next annual
meeting of stockholders and until their successors are elected and qualified.
Information concerning the nominees is set forth below. The nominees are
currently serving on the Board of Directors, each having been elected at the
1994 annual meeting of stockholders.
NOMINEE
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Lee B. Foster II Mr. Foster, age 48, has been President, Chief Executive Officer and a director of the
Company since 1990. He served as Executive Vice President-Operations from December 1989
until May 1990 and as Vice President-Tubular Products from October 1987 through November
1989. Mr. Foster is a nephew by marriage of Milton Porter, a director of the Company.
Milton Porter Mr. Porter, age 84, has been a director of the Company since 1958. Mr. Porter is Chairman
of the Board and Chief Executive Officer of Foster Industries, Inc., an investment
company. Mr. Porter is an uncle, by marriage, of Lee B. Foster II.
John W. Puth Mr. Puth, age 66, has been a director of the Company since 1977. He has been President of
J.W. Puth Associates since 1988. He also has served as Chairman of the Board of American
Lantern Company, a manufacturer of lighting fixtures, since 1989. Mr. Puth is a director
of Lindberg Corporation (industrial heat treating), System Software Assoc. (development
and sale of software), TNT Freightways, Inc. (carrier), Allied Products Corp.
(manufacturer of industrial products), and A.M. Castle & Co. (metals distributor).
Richard L. Shaw Mr. Shaw, age 67, has been a director of the Company since 1992. He has served as Chairman
of the Board of Michael Baker Corporation, an engineering and construction company, since 1991.
Mr. Shaw was Chief Executive Officer of Michael Baker Corporation from 1984 until May 1992 and
from September 1993 until October 1994.
James W. Wilcock Mr. Wilcock, age 77, has been a director of the Company since 1983 and Chairman of the
Board since 1990. Mr. Wilcock is currently an independent management consultant and
Chairman of the Board of Monitor Group, Inc. (gas analyzers and monitors).
The foregoing nominees were nominated by the Board of Directors and have
expressed their willingness to serve as directors if elected. However, should
any of such persons be unavailable for election, the proxies will be voted for
such substitute nominee or nominees as may be chosen by the Board of Directors,
or the number of directors may be reduced by appropriate action of the Board.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held five meetings during 1994. Each incumbent
nominee attended more than seventy-five percent of the total number of meetings
held, while he was in office, by the Board of Directors and the committees of
the Board on which he served.
3
Messrs. Foster, Porter and Wilcock constitute the Executive Committee of
the Board of Directors, with Mr. Porter serving as its Chairman. The Finance and
Audit Committee is composed of Messrs. Shaw (Chairman), Porter and Puth, with
Messrs. Foster and Nejes serving as ex-officio members, the Personnel &
Compensation Committee is composed of Messrs. Puth (Chairman), Shaw and Wilcock,
and the Option Committee is composed of Messrs. Puth and Wilcock.
The Finance and Audit Committee, which held two meetings during 1994, is
responsible for reviewing, with the independent auditors and management, the
work and findings of the auditors as well as the effectiveness of the Company's
internal auditors and the adequacy of the Company's internal controls and the
accounting principles employed in financial reporting. The Personnel &
Compensation Committee, which met on five occasions in 1994, is responsible for
reviewing and approving all general employee benefit programs and recommending
for approval officer compensation and organizational changes. The Option
Committee, which met twice during 1994, is responsible for the administration of
the Company's Stock Option Plan. The Company has no standing nominating
committee of the Board of Directors. The Executive Committee did not meet during
1994.
DIRECTORS' COMPENSATION
During 1994, outside directors, other than Mr. Wilcock, were paid a base
annual fee of $8,000, plus $1,000 for each Board meeting attended and $500 for
each committee meeting attended. No compensation is paid, however, for
participation in special telephonic meetings. Effective January 1, 1995, the
base annual fee was increased to $12,000. Mr. Wilcock receives an annual fee of
$75,000 for his services as Chairman of the Board. Management directors receive
no separate compensation for their services as directors.
4
OWNERSHIP OF SECURITIES BY MANAGEMENT
Information concerning ownership of the Company's Class A Common Stock by
the Company's directors and certain executive officers and by the directors and
all executive officers as a group, is set forth in the following table:
CLASS A PERCENT OF
NAME COMMON STOCK (A) CLASS (B)
- - ---- ---------------- ---------
Directors:
Lee B. Foster II 182,426 1.81
Milton Porter 61,264 .62
John W. Puth 40,000 .40
Richard L. Shaw 10,000 .10
James W. Wilcock 100,500 1.00
Executive Officers:
Dean A. Frenz 26,038 .26
Senior Vice President--Product Management
Stan L. Hasselbusch 7,750 .08
Senior Vice President--Sales
Roger F. Nejes 17,500 .18
Senior Vice President--Finance and Administration
Paul V. Dean 15,000 .15
Vice President--Construction Products
All Directors and Executive Officers as a Group 546,098 5.28
- - ---------
(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 by him. It includes shares which
the named person or group has the right to acquire within 60 days after
April 7, 1995 through the exercise of stock options (100,000 shares for Mr.
Wilcock, 150,000 for Mr. Foster, 10,000 for Mr. Porter, 10,000 for Mr.
Shaw, 20,000 for Mr. Puth, 25,000 for Mr. Frenz, 17,500 for Mr. Nejes,
15,000 for Mr. Dean and 432,500 for the directors and executive officers
of the Company as a group).
(b) The percentages in this column are based on the assumption that any shares
which the nominee has the right to acquire within 60 days after April 7,
1995 have been acquired by him and are outstanding.
CERTAIN TRANSACTIONS
In January 1993, the Company and Foster Industries, Inc. ("FII") entered
into an agreement to fund environmental remediation of a site located in Texas
upon which both the Company and FII had previously conducted operations. During
1994, the Company contributed $89,000 and FII contributed $56,000 to complete
the clean up of the site. Messrs. Foster and Porter are officers, shareholders
and directors of FII.
5
APPROVAL OF APPOINTMENT OF AUDITORS
The firm of Ernst & Young has served as the Company's independent auditors
since 1990 and has been appointed as the Company's independent auditors for the
fiscal year ending December 31, 1995. The Board of Directors recommends a vote
FOR approval of this appointment.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding the compensation of
the Company's named executive officers.
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ------------
SHARES
OTHER (1) UNDERLYING ALL
NAME AND ANNUAL OPTION OTHER (2)
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARDS COMPENSATION ($)
- - ------------------ ---- ---------- --------- ---------------- ------ ----------------
Lee B. Foster II 1994 217,917 50,235 * 50,000 14,155
President & Chief 1993 195,000 -- * -- 7,069
Executive Officer 1992 186,660 -- * -- 6,831
Dean A. Frenz 1994 141,750 27,231 * 25,000 9,065
Senior Vice President-- 1993 127,125 -- 14,423(3) -- 5,495
Product Management 1992 120,000 -- 13,545(4) -- 5,190
Paul V. Dean 1994 112,638 32,889 * 10,000 7,222
Vice President-- 1993 105,564 -- * -- 4,566
Construction Products 1992 98,958 -- * -- 4,194
Roger F. Nejes 1994 116,055 22,295 * 25,000 6,803
Senior Vice President-- 1993 107,208 -- 13,778(5) 10,000 4,048
Finance & Administration 1992 102,108 -- 13,464(6) -- 3,305
Stan L. Hasselbusch 1994 109,020 20,943 * 25,000 6,974
Senior Vice President-- 1993 92,730 -- * 23,000 3,992
Sales 1992 84,000 -- * -- 3,360
- - ---------
(1) The amounts disclosed in this column include the value of Company provided
term life insurance, leased car, executive Medical Reimbursement Plan and
club dues and fees.
(2) The amounts disclosed in this column include the Company contributions to
the L. B. Foster Voluntary Investment Plan and the Supplemental Executive
Retirement Plan.
(3) This amount includes $10,164 for a Company provided leased car.
(4) This amount includes $9,230 for a Company provided leased car.
(5) This amount includes club dues and fees of $4,044 and $7,713 for a Company
provided leased car.
(6) This amount includes club dues and fees of $3,966 and $7,684 for a Company
provided leased car.
* The total is less than 10% of the executive's total salary and bonus for the
year.
6
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table provides information on the named executive officer's
unexercised stock options at December 31, 1994. The Company has not awarded any
stock appreciation rights, and no options were exercised during 1994.
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END AT FISCAL YEAR-END ($)
--------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- ------------- ----------- -------------
Lee B. Foster II 150,000 -- 2,500 --
Dean A. Frenz 25,000 25,000 6,250 --
Stan L. Hasselbusch 7,750 42,250 -- --
Roger F. Nejes 17,500 32,500 -- --
Paul V. Dean 15,000 10,000 2,500 --
OPTION GRANTS IN 1994
The following table provides information on stock options granted to the
named executive officers in 1994:
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL RATES
NUMBER OF % OF OF STOCK PRICE
SHARES TOTAL OPTIONS EXERCISE APPRECIATION
UNDERLYING GRANTED TO OR BASE FOR OPTION TERM ($)
OPTIONS EMPLOYEES PRICE EXPIRATION ---------------------
NAME GRANTED IN 1994 ($/SH) DATE 5% 10%
- - ---- ------- ------- ------ ---- -- --
Lee B. Foster II 50,000 19.53 3.56 7/21/04 111,943 283,686
Dean A. Frenz 25,000(a) 9.77 3.56 7/21/04 55,972 141,843
Stan L. Hasselbusch 25,000(a) 9.77 3.56 7/21/04 55,972 141,843
Roger F. Nejes 25,000(a) 9.77 3.56 7/21/04 55,972 141,843
Paul V. Dean 10,000(a) 3.91 3.56 7/21/04 22,389 56,737
- - ---------
(a) The option vests at the rate of 25% per year, commencing one year after the
date of grant.
PERSONNEL & COMPENSATION COMMITTEE
AND OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The three member Personnel & Compensation Committee (the "Compensation
Committee") of the Board of Directors is composed of non-employee directors and
is generally responsible for determining the compensation of the Company's
executive officers, except for decisions made by the Option Committee concerning
awards to employees under the Company's stock option plan. The decisions by the
Compensation Committee are then reviewed by the full Board. This report is
submitted by Messrs. Puth, Shaw and Wilcock in their capacity as the
Compensation Committee, and Messrs. Puth and
7
Wilcock in their capacity as the Option Committee, and addresses the Company's
compensation policies for 1994 as they were generally applicable to the
Company's executive officers and as they were specifically applicable to Mr.
Foster.
COMPENSATION POLICIES REGARDING EXECUTIVE OFFICERS
The Compensation Committee's policies are designed to enable the Company to
attract and retain qualified executives and to provide incentives for the
achievement of the Company's annual and long-term performance goals. The
vehicles for compensating and motivating executive officers include cash
compensation, stock options, participation in a 401(k) plan and other benefits.
The Company has not established a policy with regard to Section 162(m) of the
Internal Revenue Code of 1986, as amended, since the Company has not and
currently does not anticipate paying compensation in excess of $1 million per
annum to any employee.
. CASH COMPENSATION
Each year the Company obtains survey data in order to determine the
competitiveness of its pay structure for senior management. The surveys
considered in determining the pay scales for 1994 were published by Wyatt Data
Services, Inc. and covered companies that were manufacturers of durable goods
with annual sales of $200 million-$650 million or engaged in the fabrication of
metal products with annual sales of $100 million-$650 million. This survey data
indicated that the Company's executive officers' base salaries ranged from 9-25%
below the median base salaries for comparable positions in the durable goods
manufacturing industry and 5%-35% below the median base salaries for comparable
positions in the metal fabrication industry.
The Company uses survey data only to establish rough guidelines for its
decisions on executive compensation. Specific decisions are then made largely on
subjective assessments of the officer's performance, the responsibilities and
importance of the officer's position within the Company and the overall
performance of the Company.
During 1994, the Company also maintained an Incentive Compensation Plan to
provide bonuses as incentives and rewards for employees. Awards to executive
officers under the Incentive Compensation Plan are based upon the Company's
overall profitability, the officer's grade level and base salary and, for
officers who are responsible for particular operating units, the performance of
such operating units. For 1994, awards under the Plan ranged from 12.3% to 29.2%
of the 1994 base compensation of the Company's executive officers. Survey data
published by Wyatt Data Services indicate that the aggregate median cash
compensation (including incentive compensation) paid to the Company's 12
executive officers was 24% below the aggregate median cash compensation paid for
12 comparable executive positions in the durable goods manufacturing industry
and approximately 13% below the aggregate median cash compensation paid for 12
comparable positions in the metal fabrication industry.
Many of the companies included in the peer group used to compare
shareholder returns are substantially larger than the Company and do not
necessarily represent the Company's most direct competition for executive
talent. Consequently, the survey data used by the Compensation Committee does
not correspond to the peer group index in the five-year Total Return graph
included in the proxy statement.
8
. STOCK OPTION PLAN
The Company's 1985 Long-Term Incentive Plan as Amended and Restated (the
"Plan") authorizes the award of stock options and stock appreciation rights
("SAR's") to key employees, officers and directors of the Company and its
subsidiaries. The Plan is designed to motivate key employees by providing
participants with a direct, financial interest in the long-term performance of
the Company. The participants and their awards are determined by the Option
Committee of the Board of Directors. The purchase price of optioned shares must
be at least the fair market value of the common stock on the date the option is
granted, and the term of options may not exceed ten (10) years. Both "incentive
stock options" and "nonqualified stock options" may be awarded under the Plan.
Stock appreciation rights may be awarded at any time prior to six months before
the stock option's expiration date and represent the right to receive payment of
an amount not exceeding the amount by which the average of the reported high and
low sales prices of the Company's common stock on the trading day immediately
preceding the date of exercise of the SAR exceeds the option exercise price. The
exercise of a SAR cancels the related stock option. In determining the number of
options to award a participant, the Option Committee generally takes into
account, among other factors, the number of options previously awarded to the
participant. In 1994, stock options for executive officers were granted upon the
recommendation of management and the approval of the Option Committee and were
granted at an option price equal to the fair market value of the Company's stock
on the grant date.
. RETIREMENT PLAN
The Company maintains the L. B. Foster Company Voluntary Investment Plan, a
salary reduction Plan qualifying under Section 401(k) of the Internal Revenue
Code, covering all salaried employees with over one (1) year of service.
Eligible employees may contribute up to 15% (10% maximum on a pre-tax basis) of
their compensation to the Plan, and the Company is required to contribute 1% of
the employee's compensation plus $.50 for each $1.00 contributed by the
employee, subject to a maximum of from 4% to 6% of their compensation. Based
upon the Company's financial performance against predetermined criteria, the
Company may be required to contribute up to an additional $.50 for each $1.00 so
contributed. The Company also may make additional discretionary contributions to
the Plan. Company contributions vest upon completion of five (5) years of
service. The Company's contributions for 1994 to the Voluntary Investment Plan
for Messrs. Dean, Foster, Frenz, Hasselbusch and Nejes are included in the
Summary Compensation Table. The Company also maintains a Supplemental Executive
Retirement Plan under which executive officers may accrue benefits which
approximate the benefits which the executives cannot receive under the Voluntary
Investment Plan because of Internal Revenue Code limitations.
. OTHER COMPENSATION PLANS
At various times in the past, the Company has adopted certain broad-based
employee benefit plans in which executive officers have been permitted to
participate and has adopted certain executive officer leased vehicle, life and
health insurance programs. The incremental cost to the Company of the executive
officers' benefits provided under these programs for Messrs. Dean, Foster,
Frenz, Hasselbusch and Nejes are included in the Summary Compensation Table, if
such benefits exceeded 10% of the named officer's salary and bonus for the year.
Benefits under these plans are not directly or indirectly tied to Company
performance.
9
MR. FOSTER'S 1994 COMPENSATION
Mr. Foster is eligible to participate in the same executive compensation
plans as are available to other executive officers. On February 1, 1994, Mr.
Foster received a 12.8% salary increase, bringing his annual base salary to
$220,000. According to data published by Wyatt Data Services, Inc., Mr. Foster's
salary is below the median base salary for chief executive officers of companies
with annual sales of between $100 million - $650 million in the businesses of
fabricating metal products by approximately 35% and of companies with annual
sales of $200 million - $650 million engaged in the manufacture of durable goods
by approximately 25%. Consistent with the Compensation Committee's general
practice, there was no special attempt to set Mr. Foster's compensation in any
particular relationship to the compensation data. The Committee did, however,
intend to reward Mr. Foster for his substantial contribution to the Company's
improved performance.
As a participant in the Incentive Compensation Plan, Mr. Foster received an
award of $50,235 for 1994. Under the Plan, Mr. Foster's award was primarily
based upon the Company's pre-tax income. According to data published by Wyatt
Data Services, Inc., Mr. Foster's 1994 total of base salary and incentive
compensation was approximately 25% below the median total cash compensation of
chief executive officers in the durable goods manufacturing industry and 37%
below the median total cash compensation of chief executive officers in the
metal fabrication industry.
In 1994, the Option Committee awarded Mr. Foster options to purchase 50,000
shares of stock at a price equal to the fair market value of the Company's stock
on the grant date. This award was based on the Committee's assessment of Mr.
Foster's performance and his anticipated future contributions to the overall
performance of the Company.
PERSONNEL & COMPENSATION COMMITTEE
John W. Puth, Chairman
Richard L. Shaw
James W. Wilcock
OPTION COMMITTEE
John W. Puth
James W. Wilcock
10
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG L.B. FOSTER COMPANY, THE S & P 500 INDEX**,
THE NASDAQ STOCK MARKET-US INDEX AND A PEER GROUP
L B Foster S&P 500 Peer Group NASDAQ
Measurement period ----------- ------- ---------- ------------
(Fiscal year Covered) Index Index Stock Market
- - --------------------- ----------- ------- ---------- ------------
Measurement PT -
12/31/89 $100 $100 $100 $100
FYE 12/31/90 $ 63 $ 97 $ 91 $ 85
FYE 12/31/91 $ 75 $126 $ 88 $136
FYE 12/31/92 $ 72 $136 $100 $159
FYE 12/31/93 $ 83 $150 $151 $181
FYE 12/31/94 $ 81 $151 $152 $177
The Peer Group is composed of the following steel or iron related companies
whose stocks are listed on domestic securities exchanges: HealthMor, Inc.,
Geneva Steel Co., Birmingham Steel Corp., LTV Corp., Bethlehem Steel Corp.,
Bayou Steel Corp., N.S. Group Steel Corp., Armco Inc., USX US Steel Group,
Inland Steel, Allegheny Ludlum Corp., National Std. Co., Friedman Inds. Inc.,
Nucor Corp., Weirton Steel Corp., Carpenter Technology Corp., British Steel
Plc., Quanex Corp., Texas Inds. Inc., Insteel Inds. Inc., Lukens, Inc., Meridian
Natl. Corp., Matec Corp., Precision Castparts Corp., Proler Intl. Corp.,
Chaparral Steel Co., Keystone Cons. Inds. Inc., Oregon Steel Mills, Inc.,
Maverick Tube Corp., Tubos De Acero De Mexico, S.A., Wheeling Pittsburgh Corp.,
Tyler Corp. Rd., Ampco Pittsburgh Corp.
11
ADDITIONAL INFORMATION
Management is not aware at this time of any other matters to be presented
at the meeting. If, however, any other matters should come before the meeting or
any adjournment thereof, the proxies will be voted in the discretion of the
proxyholders.
Representatives of Ernst & Young are expected to be in attendance at the
meeting to respond to appropriate questions from stockholders and will have an
opportunity to make a statement if they so desire.
Stockholders' proposals intended to be presented at the Company's 1996
annual meeting must be received by the Company no later than December 15, 1995
to be considered for inclusion in the Company's proxy statement and form of
proxy for that meeting.
Pittsburgh, Pennsylvania
April 7, 1995
12
PROXY
L. B. FOSTER COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS, MAY 10, 1995
The undersigned hereby appoints Lee B. Foster II and David L. Voltz, and each
or any of them, to represent the Class A Common Stock of the undersigned at the
Annual Meeting of Stockholders of L. B. Foster Company to be held at the Green
Tree Marriott, 101 Marriott Drive, Pittsburgh, Pennsylvania on May 10, 1995 at
11:00 a.m., or at any 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 AND "FOR" ITEM 2. If any
other matters 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.
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1 AND "FOR"
ITEM 2.
ITEM 1 -- Election of the following nominees as Directors:
L.B. Foster II, M. Porter, J.W. Puth
R. L. Shaw, and J.W. Wilcock.
FOR all WITHHOLD AUTHORITY WITHHOLD AUTHORITY
Nominees to vote for all to vote for the
Nominees following only:
(Write the name of the
Nominee(s) in the space
below).
[ ] [ ] ------------------------------------
ITEM 2 -- Approve appointment of Ernst & Young
as Independent Auditors for 1995.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(Please date and sign on reverse side and return promptly)
DATED ....................... , 1995
.............................................
Signature
.............................................
Signature
Please date and sign exactly as name appears
hereon. When signing as Attorney, Executor,
Administrator, Trustee, etc. so indicate. For
joint accounts, each joint owner should sign.
(PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.)
