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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event April 30, 2007 (April 26, 2007)
reported) -------------------------------
L. B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 928-3417
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01
On April 26, 2007, Registrant executed an amendment, effective April 24, 2007,
to its sublease with American Cast Iron Pipe Company ("ACIPCO") which extended
the term of the sublease to July 31, 2017. The amendment is attached hereto and
incorporated herein by reference.
Registrant utilizes these 32 acres of subleased property, located in Birmingham,
Alabama, to coat pipe for ACIPCO.
Item 9.01
(d) Exhibits
10.19.2 Amendment dated April 24, 2007 to Sublease between Registrant and
American Cast Iron Pipe Company for pipe coating facility Birmingham, Alabama.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
L.B. Foster Company
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(Registrant)
Date: April 30, 2007
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/s/ David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
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Exhibit Number Description
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10.19.2 Amendment dated April 24, 2007 to Sublease between
Registrant and American Cast Iron Pipe Company for
pipe coating facility Birmingham, Alabama.
Exhibit 10.19.2
AMENDMENT NO. 5
TO SUBLEASE AGREEMENT
THIS AMENDMENT TO SUBLEASE AGREEMENT dated December 11, 1991, as amended
("Sublease") by and between AMERICAN CAST IRON PIPE COMPANY, a Georgia
corporation ("Landlord") and L.B. FOSTER COMPANY, a Pennsylvania corporation
("Tenant") is made and entered into between Landlord and Tenant on and as of
this the 24th day of April 2007 ("Amendment").
WITNESSETH:
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WHEREAS, Landlord and Tenant desire to further amend the Sublease which has
heretofore been amended by Amendment No. 1 amending Exhibit "A" to the
Sublease;, by Amendment No. 2 providing that the Commencement Date of the
Sublease is April 1, 1992 and extending the term of the Sublease; by Amendment
No. 3 providing for the construction of certain improvement on the "demised
premises" and the payment of Supplemental Rent in connection therewith; and by
Amendment No. 4 extending the term of the Sublease to July 31, 2007; and
WHEREAS, Landlord and Tenant desire to further extend the term of the
Sublease to July 31, 2017.
NOW THEREFORE, in consideration of the premises and the mutual
undertakings, covenants, promises and agreements herein contained and for other
good and valuable consideration, receipt of which is acknowledged, Landlord and
Tenant agree to further amend the Sublease as follows:
1. ARTICLE 1. PREMISES AND TERM. Article 1 (Premises and Term) is
hereby amended by changing and amending the second paragraph
of Article 1 to read in its entirety as follows:
TO HAVE AND TO HOLD the said demised premises, together with
all and singular the improvements thereunto belonging or in
any manner appertaining, unto Tenant for a term commencing on
the Commencement Date set forth in Article 3 hereof, and
continuing thereafter to and including July 31, 2017, subject,
however, to earlier termination as provided elsewhere in this
sublease.
2. Except as otherwise provided herein, all defined terms in the
Sublease are incorporated by reference into this Amendment.
3. Except as amended hereby, all provisions of the Sublease shall
remain in full force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed and affixed
their respective seals to this instrument, being duly authorized in the
premises, on the day and year first above written.
LANDLORD:
American Cast Iron Pipe Company,
a Georgia corporation
By: /s/ J. M. O'Brien
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Its: V.P, Sales/Secretary
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TENANT:
L.B. Foster Company,
a Pennsylvania corporation
By: /s/ Stan L. Hasselbusch 4/26/07
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Its: President and CEO
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