SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-1043 25-1324733
- ----------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
415 HOLIDAY DRIVE, PITTSBURGH, PENNSYLVANIA 15220
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 412-928-3417
- --------------------------------------------------------------------------
(Former name or former address, if changed since last report.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Precise Fabricating Corporation.
Audited Financial Statements as of and for the period ending
June 30, 1997:
Page
----------
Independent Auditor's Report 6
Balance Sheet as of June 30, 1997 7 - 8
Statement of Retained Earnings for the Year ended June 30,
1997 9
Statement of Income for the Year ended June 30, 1997 10
Statement of Cash Flows for the Year ended June 30, 1997 11
Notes to Financial Statements 12 - 14
Unaudited Financial Statements as of and for the period
ending September 30, 1997:
Condensed Balance Sheet as of September 30, 1997 15
Condensed Statement of Income for the Three Months
ended September 30, 1997 16
Condensed Statement of Cash Flows for the Three Months
ended September 30, 1997 17
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated
financial statements are filed with this report:
Pro Forma Condensed Consolidated Balance Sheet as of September
30, 1997 18 - 19
Pro Forma Condensed Consolidated Statement of Income:
Year Ended December 31, 1996 20
Nine Months Ended September 30, 1997 21
The Pro Forma Condensed Consolidated Balance Sheet of the
Registrant as of September 30, 1997 reflects the financial
position of the Registrant after giving effect to the
acquisition of certain assets and liabilities of Precise
Fabricating Corporation (Precise) and its affiliate, F & G
Realty Trust, and assumes the acquisition took place on
September 30, 1997. The Pro Forma Condensed Consolidated
Statements of Income for the year ended December 31, 1996 and
nine months ended September 30, 1997 assume that the acquisition
occurred on January 1, 1996.
The unaudited pro forma condensed consolidated financial
statements have been prepared by the Registrant based upon the
assumptions required. The unaudited pro forma condensed
consolidated financial statements presented herein are shown for
illustrative purposes only and are not necessarily indicative of
future financial position or future results of operations of the
Pg. 1
Registrant, or of the financial position or results of
operations of the Registrant that would have actually occurred
had the transaction been in effect of for the periods presented.
In particular, management believes that the pro forma income
statement for the nine months ended September 30, 1997 includes
income of a nonrecurring nature. The nonrecurring income
results from a significant sale with a gross margin of
approximately $300,000 in excess of the amount that would be
expected based on historical performance. The Registrant made
the decision to purchase Precise based on its long-term
potential. The purchase decision was not based on Precise's
June 30, 1997 financial statements which included this
nonrecurring income.
It should be noted that the Registrant's financial statements
will reflect the acquisition only from November 12, 1997, the
Closing Date.
The unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the historical
financial statements and related notes of the Registrant.
(c) Exhibits:
Exhibit 23 Consent of Independent Auditors. Page 1
Pg. 2
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
----------------------------------
Roger F. Nejes
Title: Senior Vice President
Finance and Administration
and Chief Financial Officer
Date: January 21, 1998
----------------
Pg. 3
Precise Fabricating Corporation
FINANCIAL STATEMENTS
For the Year Ended June 30, 1997
Pg. 4
Precise Fabrication Corporation
TABLE OF CONTENTS
Page
--------
Independent Auditors' Report 6
Exhibit A - Balance sheet as of June 30, 1997 7 - 8
Exhibit B - Statement of retained earnings for
the year ended June 30, 1997 9
Exhibit C - Statement of income for the year
ended June 30, 1997 10
Exhibit D - Statement of cash flows for the year
ended June 30, 1997 11
Notes to financial statements 12 - 14
Pg. 5
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Precise Fabricating Corporation
Georgetown, Massachusetts
We have audited the accompanying balance sheet of Precise
Fabricating Corporation as of June 30, 1997, and the related
statements of income, retained earnings, and cash flows for the
year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures on the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Precise Fabricating Corporation as of June 30, 1997, and the
results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting
principles.
/s/ Daniel P. Coughlin, CPA
A Partner of Coughlin Clasby & Co.
August 11, 1997
Pg. 6
Exhibit A
Precise Fabricating Corporation
BALANCE SHEET
As of June 30, 1997
Assets
Current assets
Cash $ 425,236
Accounts receivable -
trade (Note 1) $ 1,603,909
Less allowance for bad debts (160,000)
------------
Net accounts receivable - trade 1,443,909
Unbilled - work in process (Note 1) 163,000
Inventory - raw materials (Note 1) 114,000
Accounts receivable - employees 1,202
Prepaid expenses (Note 1) 6,554
Due from stockholders 13,252
Deposit on fixed asset 46,670
---------
Total current assets 2,213,823
Fixed assets at cost (Notes 1 & 2)
Machinery and equipment 653,241
Transportation equipment 199,510
Leasehold improvements 20,715
-------
Total fixed assets at cost 873,466
Less accumulated depreciation (666,598)
-------
Net fixed assets 206,868
Other assets
Federal tax deposit (Note 5) 76,613
Account receivable - related entity
(Note 6) 29,486
-------
Total other assets 106,099
----------
Total Assets $2,526,790
----------
----------
See Independent Auditors' Report and notes to financial statements.
Pg. 7
Exhibit A
Liabilities and Stockholders' Equity
Current liabilities
Notes payable - current portion
(Note 2) $ 33,500
Accounts payable - trade 373,528
Accrued wages 12,000
Accrued expenses 10,114
--------
Total current liabilities $ 429,142
Long-term liabilities
Notes payable (Note 2) 111,696
Less current portion (33,500)
---------
Total long term liabilities 78,196
---------
Total liabilities 507,338
Stockholders' equity
Capital stock, common - no par value
Authorized 15,000 shares
Issued and outstanding 200 shares 10,000
Retained earnings - Exhibit B 2,009,452
---------
Total stockholders' equity 2,019,452
----------
Total Liabilities and Stockholders' Equity $2,526,790
----------
----------
Pg. 8
Exhibit B
Precise Fabricating Corporation
STATEMENT OF RETAINED EARNINGS
For the Year Ended June 30, 1997
Accumulated Adjustments Account - (S Corp.) 799,539
Net income - Exhibit C 1,268,940
---------
2,068,479
Distributions to shareholders (423,067)
---------
Balance, June 30, 1997 1,645,412
Previously Taxed Income: (C Corp.)
Balance, June 30, 1986 and June 30, 1997 364,040
----------
Total Retained Earnings, June 30, 1997 $2,009,452
----------
----------
See Independent Auditors, Report and Notes to financial statements.
Pg. 9
Exhibit C
Precise Fabrication Corporation
STATEMENT OF INCOME
For the Year Ended June 30, 1997
Net sales (Note 1) $4,890,854
Cost of goods sold 2,837,917
----------
Gross profit 2,052,937
General and administrative expenses 753,698
----------
Income from operations 1,299,239
Other income and (expense)
Interest income $ 19,660
Interest expense ( 7,222)
Bad debt recovery-change in reserve (42,250)
---------
Net other expense (29,812)
---------
Income before income taxes 1,269,427
Income taxes
Federal income taxes (Note 1) 0
Massachusetts income taxes (Note 1) 487
--------
Total taxes 487
----------
Net income - Exhibit B $1,268,940
----------
----------
See Independent Auditors' Report and notes to financial statements.
Pg. 10
Exhibit D
Precise Fabricating Corporation
STATEMENT OF CASH FLOWS
For the Year Ended June 30, 1997
Cash flows from operating activities:
Net income - Exhibit C $ 1,268,940
Adjustments:
Depreciation 72,201
Changes in assets and liabilities:
(Increase) decrease in:
Net accounts receivable - trade (370,869)
Accounts receivable - related entities (3,825)
Inventories and unbilled work in process (137,000)
Account receivable - other (69)
Prepaid expenses & deposit on fixed
asset (46,075)
Federal tax deposit (36,471)
Increase (decrease) in:
Accounts payable - trade (48,467)
Accrued expenses and other (3,045)
-----------
Net cash flows from operating activities $ 695,320
Cash flows from investing activities:
Purchases of fixed assets - net (99,749)
Advances to stockholders (4,085)
-----------
Net cash flows used in investing activities (103,834)
Cash flows from financing activities:
Net proceeds from realty trust (76,000)
Distributions to shareholders (423,067)
Net proceeds from note payable 90,000
Cash paid on debt (69,487)
------------
Net cash flows used in financing activities (478,554)
-----------
Net increase in cash and equivalents 112,932
Cash and equivalents, July 1, 1996 312,304
-----------
Cash and equivalents, June 30, 1997 $ 425,236
-----------
-----------
See Independent Auditors' Report and notes to financial statements.
Pg. 11
Precise Fabrication Corporation
NOTES TO FINANCIAL STATEMENTS
For the Year Ended June 30, 1997
Note 1 - Summary of significant accounting policies
- ---------------------------------------------------
The following is a summary of certain significant accounting
policies followed in the preparation of these financial
statements. The policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
Organization
The Company was incorporated in August 1982. Its principal
business activity is steel fabrication.
Bad debts
Accounts receivable are reviewed periodically by an officer of
the Company and any accounts deemed to be uncollectible are
written off as bad debt expense or sales adjustments.
Property and equipment
Property and equipment are stated at cost. When assets are
disposed of the cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is
reflected in income for the period. The cost of maintenance and
repairs is charged to expense as incurred; significant renewals
and betterments are capitalized. Certain items built for a
special project have been charged to job cost as they are part
of the contract, and have no future value to the corporation.
Depreciation is computed using accelerated and straight line
methods, calculated to amortize the cost of the assets over
their estimated useful lives which are as follows:
Assets Years
- ----------------------- -------
Machinery and equipment 4 - 7
Furniture and fixtures 5 - 7
Transportation equipment 5
Leasehold improvements 10 - 39
Inventory and work in process
Inventory and work in process are stated at the lower of cost or market.
Pg. 12
Precise Fabricating Corporation
NOTES TO FINANCIAL STATEMENTS
For the Year Ended June 30, 1997
Note 1 Summary of significant accounting Policies (continued)
- -------------------------------------------------------------
Subchapter S election
The Company has elected under the provisions of Subchapter S of
the Internal Revenue Code to report income of the Company on
each stockholders' personal tax return. The corporation is,
therefore, subject to an excise tax on tangible Massachusetts
property only. This was $487 for the year ended 6/30/97. The
corporation has prepaid $480 during the year ended 6/30/97.
Note 2 - Notes payable and line of credit
- -----------------------------------------
The Company has a secured line of credit in the amount of
$300,000 with the Fleet Bank of which there was no outstanding
balance at June 30, 1997. The line of credit is priced at bank
base rate plus 1/2% and is collateralized by the assignment of
all corporate assets. This line of credit expires on November 1,
1997 and management believes it will be extended at that time.
The Company is also indebted to the following at June 30, 1997.
Total Note
Due at Maturity Interest Current
6/30/97 Date Rate Portion
Salem Five Cents
Savings $ 90,000 6/02 9.00% $ 18,000
Eastern Bank 10,386 2/99 8.4 % 7,500
Baybank 11,310 4/99 9.49% 8,000
---------- ---------
Total $ 111,696 $ 33,500
All three loans are secured by the assignment of motor vehicles
or other equipment.
Current Maturity for the year ending June 30, 1997:
6/30/98 $33,500
6/30/99 24,196
6/30/00 18,000
6/30/01 18,000
6/30/02 18,000
---------
Total $ 111,696
Pg. 13
Precise Fabricating Corporation
NOTES TO FINANCIAL STATEMENTS
For the Year Ended June 30, 1997
Note 3 - Rents - related party transactions
- -------------------------------------------
The Company rents its facility in Georgetown, Massachusetts from
an affiliated realty trust for $19,000 per month. Under the
terms of the lease, the base rent is $19,000 per month plus a
proportionate share or real estate taxes and insurance. The
minimum future rental for the lease of the real estate for the
fiscal year ending June 30, 1998 and 1999 will be a base rate of
$228,000 per year.
Note 4 - Commitments and contingent liability
- ---------------------------------------------
An affiliated realty trust is an obligor of an Industrial
Revenue Bond originally at $1,530,000 on December 23, 1987 and
was $1,285,000 at June 30, 1997. Precise Fabricating Corporation
is a guarantor of the Industrial Revenue Bond and certain
machinery and equipment of the Company is pledged as security
for the guarantee of the Bond. The proceeds of the Bond were
used for the construction and equipping of manufacturing
facilities in Georgetown, Massachusetts. Construction was
completed in 1988. In connection with the Industrial Revenue
Bond, the Company has entered into a lease with the affiliated
realty trust effective June 1, 1988. Future minimum lease
payments are discussed in note 3.
Note 5 - Federal tax deposit
- ----------------------------
The Company was required to make an interest free tax deposit
with the Internal Revenue Service to retain a June 30 year end.
The deposit will be adjusted every year and is fully refundable
if the Company adopts December 31 as its year end.
Note 6 - Account receivable - related entity
- --------------------------------------------
Entities related via common ownership are indebted to the
corporation at June 30, 1997 as follows:
D & N Realty Trust $ 29,486
Pg. 14
PRECISE FABRICATING CORPORATION
CONDENSED BALANCE SHEET
SEPTEMBER 30,1997
(Unaudited, in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 539
Accounts receivable 1,743
Inventories 277
Other current assets 7
------
Total Current Assets 2,566
PROPERTY, PLANT AND EQUIPMENT - at cost 237
OTHER ASSETS 92
------
TOTAL ASSETS $2,895
------
------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $34
Accounts payable - trade 343
Other accrued liabilities 22
------
Total Current Liabilities 399
LONG-TERM DEBT 70
------
STOCKHOLDERS' EQUITY:
Class A Common stock 10
Retained earnings 2,416
------
Total Stockholders' Equity 2,426
------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,895
------
------
Pg. 15
PRECISE FABRICATING CORPORATION
CONDENSED STATEMENT OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited: in thousands)
NET SALES $1,380
------
COSTS AND EXPENSES:
Cost of goods sold 806
Selling and administrative expenses 180
Interest expense 3
Other (income) expense (2)
-----
987
-----
INCOME BEFORE INCOME TAXES 393
INCOME TAX EXPENSE 0
-----
NET INCOME $ 393
------
------
Pg. 16
PRECISE FABRICATING CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited: in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $393
Depreciation 15
Changes in assets and liabilities:
Accounts receivable (226)
Inventories 0
Other assets 14
Accounts payable - trade (30)
Other accrued liabilities 0
- ---------------------------------------------------------
Net Cash Provided by Operating Activities 166
- ---------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of machinery and equipment 2
- ---------------------------------------------------------
Net Cash Provided by Investing Activities 2
- ---------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (8)
Distributions to shareholders (46)
- ---------------------------------------------------------
Net Cash Used by Financing Activities (54)
- ---------------------------------------------------------
Net increase in Cash and Cash Equivalents 114
Cash and Cash Equivalents at Beginning of Period 425
- ---------------------------------------------------------
Cash and Cash Equivalents at End of Period $539
- ---------------------------------------------------------
- ---------------------------------------------------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest Paid $3
- ---------------------------------------------------------
- ---------------------------------------------------------
Income Taxes Paid $0
- ---------------------------------------------------------
- ---------------------------------------------------------
Pg. 17
PRO FORMA FINANCIAL INFORMATION
L. B. FOSTER COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Unaudited, in thousands) Precise
Fabricating
Historical Corp. Adjustments Pro Forma
ASSETS
- ----------------------------------------------------------------------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,056 $ 539 $ (539) (a) $ 1,056
Accounts receivable 44,545 1,743 46,288
Inventories 48,367 277 48,644
Other current assets 407 7 (7) (a) 407
- ----------------------------------------------------------------------------
Total Current Assets 94,375 2,566 (546) 96,395
PROPERTY, PLANT AND
EQUIPMENT - at cost 18,762 237 1,269 (b,d) 20,268
PROPERTY HELD FOR RESALE 4,054 0 4,054
GOODWILL AND INTANGIBLES 2,365 2,453 (b,d) 4,818
INVESTMENTS 1,693 1,693
OTHER ASSETS 3,133 92 (92) (a) 3,133
- ----------------------------------------------------------------------------
TOTAL ASSETS $124,382 $2,895 $3,084 $130,361
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ----------------------------------------------------------------------------
CURRENT LIABILITIES:
Short-term borrowings $ 13,000 $ 0 $5,634 (c) $ 18,634
Current maturities of
long-term debt 1,327 1,327
Accounts payable - trade 13,149 343 13,492
Other accrued liabilities 3,871 22 (20) (a) 3,873
- ----------------------------------------------------------------------------
Total Current Liabilities 31,347 365 5,614 37,326
LONG-TERM DEBT 20,833 104 (104) (a) 20,833
- ----------------------------------------------------------------------------
OTHER LONG-TERM LIABILITIES 2,504 2,504
- ----------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Class A Common stock 102 10 (10) (a) 102
Paid-in capital 35,425 35,425
Retained earnings 34,828 2,416 (2,416) (a) 34,828
Treasury stock (657) (657)
- ----------------------------------------------------------------------------
Total Stockholders'
Equity 69,698 2,426 (2,426) 69,698
- ----------------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $124,382 $2,895 $3,084 $130,361
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
(a) Assets, liabilities and equity of Precise Fabricating Corp. not acquired.
(b) The following amounts were allocated as increases to the historical
balance sheet of Precise Fabricating Corp. to reflect the fair values
of assets received:
Property & Equipment $1,269,000
Goodwill $2,453,000
(c) To record increase in borrowings as a result of acquisition.
Pg. 18
(d) Useful lives of significant assets acquired:
Amount Asset Life
---------- --------------
Buildings $ 700,000 20 years
Manufacturing Equipment $ 506,000 3 to 10 years
Office Equipment $ 100,000 2 to 10 years
Goodwill $2,453,000 10 years
Pg. 19
PRO FORMA FINANCIAL INFORMATION
L. B. FOSTER COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
(Unaudited: in thousands, except per share amounts)
Precise
Fabricating
Historical Corp. Adjustments Total
- -----------------------------------------------------------------------------
NET SALES $243,071 $4,158 $247,229
- -----------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of goods sold 212,111 2,935 87 (a) 215,133
Selling and admin-
istrative expenses 22,765 813 (43) (b) 23,535
Interest expense 2,365 6 408 (c) 2,779
Other (income) expense (600) (20) (620)
- -----------------------------------------------------------------------------
236,641 3,734 452 240,827
- -----------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 6,430 424 (452) 6,402
INCOME TAX EXPENSE 2,572 0 (11) (d) 2,561
- -----------------------------------------------------------------------------
NET INCOME $ 3,858 $ 424 (441) $ 3,841
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Average Number of Common
Shares Outstanding 9,953 9,953
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Earnings per Common Share $0.39 $0.39
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(a) Increase from goodwill amortization and depreciation expense, partly
offset by the elimination of affiliated rent.
(b) Decrease primarily from elimination of affiliated rent.
(c) Interest expense on borrowing related to the acquisition.
(d) Income tax expense at statutory rates.
Pg. 20
PRO FORMA FINANCIAL INFORMATION
L. B. FOSTER COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited: in thousands, except per share amounts)
Precise
Fabricating
Historical Corp. Adjustments Total
- -----------------------------------------------------------------------------
NET SALES $165,145 $3,874 $169,019
- -----------------------------------------------------------------------------
COSTS AND EXPENSES:
Cost of goods sold 142,561 1,981 65 (a) 144,607
Selling and admin-
istrative expenses 17,073 446 142 (b) 17,661
Interest expense 1,845 8 306 (c) 2,159
Other (income) expense (314) (13) (327)
- -----------------------------------------------------------------------------
161,165 2,422 513 164,100
- -----------------------------------------------------------------------------
INCOME BEFORE INCOME
TAXES 3,980 1,452 (513) 4,919
INCOME TAX EXPENSE 1,490 357 (d) 1,847
- -----------------------------------------------------------------------------
NET INCOME $2,490 $1,452 (e) ($870) $3,071
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Average Number of Common
Shares Outstanding 10,141 10,141
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Earnings per Common Share $0.25 $0.30
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(a) Increase from goodwill amortization and depreciation
expense, partly offset by the elimination of affiliated rent.
(b) Increase from performance related accruals, partly offset
by the elimination of affiliated rent.
(c) Interest expense on borrowing related to the acquisition.
(d) Income tax expense at statutory rates.
(e) The Precise income statement includes income of a
nonrecurring nature. The nonrecurring income results from
a significant sale with a gross margin of approximately
$300,000 in excess of the amount that would be expected based on
historical trends.
Pg. 21
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-17073, 33-35152 and 33-79450)
pertaining to the 1985 Long-Term Incentive Plan of L.B. Foster
Company, as amended and restated, of our report dated August 11,
1997 with respect to the financial statements of Precise
Fabricating Corporation included in L.B. Foster Company's
current report on Form 8-K/A dated January 21, 1998 filed with
the Securities and Exchange Commission.
/s/Coughlin, Clasby & Company
----------------------------
Coughlin, Clasby & Company
Peabody, Massachusetts /s/By Daniel P. Coughlin CPA
January 15, 1998 /s/ & Partners 1/13/98
Pg. 1 of 1
