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 reported)May 31, 2007 (May 25, 2007)
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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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None
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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 May 25, 2007, Registrant and R.L.R. Investments, LLC ("RLR") executed an
amendment, which is attached hereto and incorporated herein by reference, to the
Purchase and Sale Agreement dated March 29, 2007 ("Agreement") under which the
Registrant agreed to sell to RLR approximately 61.1931 acres of real estate
located in Harris County, Texas. Under the Agreement, RLR had until on or about
May 28, 2007 to determine if the real estate was suitable for RLR's use. On
April 3, 2007, the Registrant filed a Form 8-K describing the Agreement.
RLR has determined that certain restrictions on permissible hours of operations
at the real estate may interfere with RLR's contemplated use of the real estate.
Accordingly, RLR requested an extension of time to determine if these
restrictions could be satisfactorily modified. Under the May 25, 2007 amendment
to the Agreement, RLR now has until June 27, 2007 to determine if the real
estate is suitable. If RLR, in its sole judgment, determines that the real
estate is not suitable, RLR may terminate the Agreement without penalty.
Item 9.01 Exhibits
10.25.1 Amendment No. 1 dated May 25, 2007 to Purchase and Sale
Agreement dated March 29, 2007 between Registrant, as
Seller, and R.L.R. Investments, LLC, as Purchaser, related to
sale of real estate in Harris County, Texas.
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: May 31, 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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10.25.1 Amendment No. 1 dated May 25, 2007 to Purchase and Sale
Agreement dated March 29, 2007 between Registrant, as Seller,
and R.L.R. Investments, LLC, as Purchaser, related to sale
of real estate in Harris County, Texas.
AMENDMENT NO. 1
TO
PURCHASE AND SALE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
executed as of this 25th day of May, 2007, by L.B. FOSTER COMPANY, a
Pennsylvania corporation (the "Seller") and R.L.R. INVESTMENTS, L.L.C., an Ohio
limited liability company (the "Buyer"), with reference to the following facts:
RECITALS
A. Seller and Buyer entered into that certain Purchase and Sale Agreement
dated March 29, 2007 (the "Agreement"), whereby Buyer agreed to buy and Seller
agreed to sell certain Property as defined therein.
B. Seller and Buyer desire to amend the Agreement and extend the Review
Period (as defined in the Agreement) for an additional thirty (30) days.
C. Buyer and Seller desire to amend that certain Release and Settlement
Agreement, dated July 5, 1984 between Seller and certain residential homeowners,
which agreement is filed under Harris County Clerk's File No. J592773 and as
Document ###-##-#### among the land records of Harris County, Texas, which is
defined as the Southern Boundary Settlement Agreement on Exhibit B, Item 6 of
the Agreement.
D. All capitalized terms used herein, but not defined herein, shall have
the same meanings as set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties agree as follows:
1. Notwithstanding any terms to the contrary contained in the Agreement,
the Review Period under Paragraph 4(a) shall be extended from May 28, 2007 to
June 27, 2007.
2. Seller hereby agrees to allow Buyer to negotiate and attempt to modify
the Southern Boundary Settlement Agreement with the residential homeowners to
allow the loading and unloading of trucks on the parcel south of the railroad
spur. Seller also agrees to cooperate and assist Buyer in modifying the terms of
conditions of the Southern Boundary Settlement Agreement, including the
execution of a modified agreement upon such terms as Seller shall approve in
writing, provided that Seller shall not be required to incur any cost in doing
so.
3. In all other respects, the Agreement shall remain unmodified and in full
force and effect.
4. This Amendment may be executed in any number of counterparts, each of
which counterpart shall be for all purposes deemed to be an original, but all of
which counterparts shall together constitute but one and the same Agreement. A
facsimile signature shall be as valid as an original signature.
[Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
SELLER:
L.B. FOSTER COMPANY
By: /s/ David J. Russo
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Printed Name: David J. Russo
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Title: Senior Vice President, CFO & Treasurer
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BUYER:
R.L.R. INVESTMENTS, L.L.C.
By:/s/ Donald R. DeLuca
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Donald R. DeLuca, Vice President & General Counsel