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 October 9, 2007 (October 4, 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 2.01 Completion of Acquisition or Disposition of Assets
In its Form 8-K dated September 7, 2007, Registrant stated that a
subsidiary of Canadian Pacific Railway Limited ("CP") had entered into a merger
agreement with the Dakota Minnesota and Eastern Railroad ("DM&E"), in which
Registrant held a minority equity interest.
On October 4, 2007, this merger was consummated. In exchange for its DM&E
preferred stock, warrants and common stock, Registrant received approximately
$148.8 million, with an additional $2.15 million being deposited into two escrow
accounts to secure certain of the DM&E's obligations.
As described in Registrant's Form 8-K dated September 7, 2007, Registrant
also may receive additional funds if CP commences construction of the Powder
River Basin ("PRB") expansion and also if CP attains milestones related to PRB
coal tonnage thresholds. CP has stated that it may take several years for it to
determine whether to construct the PRB expansion.
Registrant sells to CP, from time to time, railroad related materials in
the ordinary course of business.
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: October 8, 2007
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/s/ David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer