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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
L.B. Foster Co.
- ---------------------------------------------------------------------
(Name of Issuer)
Common Shares
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(Title of Class of Securities)
350060109
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(CUSIP Number)
Check the following box if a fee is being paid with this statement ______.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 4 Pages
SCHEDULE 13G
CUSIP No. 350060109 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) X
---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 5 SOLE VOTING POWER 129,500
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 490,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 129,500
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 490,400
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
619,900
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
___
The Reporting Person disclaims beneficial ownership of 490,400 shares
owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.24%
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12 TYPE OF REPORTING PERSON*
IA
--
AMENDMENT NO. 3 TO SCHEDULE 13G
CUSIP NO. 350060109
This constitutes Amendment No. 3 to the Schedule 13G of Quaker
Capital Management Corporation filed with the Securities and Exchange
Commission on February 5, 1993 relating to the Common Stock of L.B. Foster
Co., as amended by Amendment No. 1 filed with the Commission on February
10, 1994 and Amendment No. 2 filed with the Commission on February 14, 1995
(the "Schedule 13G").
Item 4 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment adviser,
may be deemed to be the beneficial owner of 490,400 shares
of the Common Stock of the Issuer which are owned by various
investment advisory clients of the Reporting Person in
accounts over which the Reporting Person has discretionary
authority. The filing of this report shall not be construed
as an admission that the Reporting Person is, for purposes
of Section 13(d) or 13(g) of the Act, the beneficial owner
of these securities. Additionally, the Reporting Person
and/or its principals own 129,500 shares of the Common Stock
of the Issuer.
(b) The shares covered by this report represent 6.24% of the
Common Stock of the Issuer.
(c) None of the clients of the Reporting Person is known to own
more than 5% of the Common Stock of the Issuer. The
Reporting Person shares voting and dispositive power over
the 490,400 shares owned by its clients and held in accounts
over which it has discretionary authority. The Reporting
Person and/or its principals have sole voting and
dispositive power over the 129,500 shares owned by the
Reporting Person and/or its principals.
Item 6 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
------------------------
490,400 of the shares with respect to which this report is filed
are owned by a variety of investment advisory clients of the
Reporting Person, which clients are entitled to receive dividends
on and the proceeds from the sale of such shares. No client is
known to own more than 5% of the class.
Page 3 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 15, 1996 By: /s/ Mark G. Schoeppner
-----------------------------------
Mark G. Schoeppner
President
Page 4 of 4 Pages