UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1997 Commission File Number 0-10436 L. B. Foster Company - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 25-1324733 - ----------------------------------------------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (412) 928-3417 - ----------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date. Class Outstanding at August 8, 1997 -------- ------------------------------ Class A Common Stock, Par Value $.01 10,162,738 Shares
L. B. FOSTER COMPANY AND SUBSIDIARIES INDEX PART I. Financial Information Page Item 1. Financial Statements: Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Income 3 Condensed Consolidated Statements of Cash Flows 4 Notes to Condensed Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. Other Information Item 1. Legal Proceedings 14 Item 4. Results of Votes of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 Signature 17
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS <TABLE> <CAPTION> L. B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, December 31, ASSETS 1997 1996 <S> <C> <C> Current Assets: --------- ----------- Cash and cash equivalents $ 1,453 $ 1,201 Accounts and notes receivable (Note 3): Trade 40,793 49,468 Other 2,551 450 -------------------------- 43,344 49,918 Inventories (Note 4) 53,662 42,925 Current deferred tax assets 664 1,214 Other current assets 312 398 -------------------------- Total current assets 99,435 95,656 -------------------------- Property, Plant & Equipment-At Cost 39,471 40,965 Less Accumulated Depreciation (20,328) (20,498) -------------------------- 19,143 20,467 -------------------------- Property Held for Resale 3,986 4,022 Other Assets 7,187 3,253 -------------------------- TOTAL ASSETS $129,751 $123,398 -------------------------- -------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 1,332 $ 1,366 Short-term borrowings (Note 5) 17,918 6,000 Accounts payable 14,161 19,060 Accrued payroll and employee benefits payable 2,567 3,543 Other current liabilities 1,186 2,160 -------------------------- Total current liabilities 37,164 32,129 -------------------------- Long-Term Debt 21,150 21,816 Deferred Tax Liabilities 474 394 Other Long-Term Liabilities 1,944 1,878 Stockholders' Equity: Class A Common stock 102 102 Paid-in capital 35,445 35,276 Retained earnings 33,616 32,338 Treasury stock (144) (535) -------------------------- Total stockholders' equity 69,019 67,181 -------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $129,751 $123,398 -------------------------- -------------------------- </TABLE> See Notes to Condensed Consolidated Financial Statements.
<TABLE> <CAPTION> L. B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Amounts) Three Months Six Months Ended Ended June 30, June 30, 1997 1996 1997 1996 - --------------------------------------------------------------------------- <S> <C> <C> <C> <C> Net Sales $ 53,716 $ 64,758 $108,210 $113,061 - --------------------------------------------------------------------------- Costs and Expenses: Cost of Goods Sold 45,988 56,565 94,048 98,668 Selling and Admin- istrative Expenses 5,825 5,610 11,127 11,013 Interest Expense 646 611 1,181 1,175 Other (Income) Expense (24) (209) (107) (336) - --------------------------------------------------------------------------- 52,435 62,577 106,249 110,520 - --------------------------------------------------------------------------- Income Before Income Taxes 1,281 2,181 1,961 2,541 Income Tax Expense 410 926 683 1,066 - --------------------------------------------------------------------------- Net Income $ 871 $ 1,255 $ 1,278 $ 1,475 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Earnings Per Common Share (Note 6) $ 0.09 $ 0.13 $ 0.13 $ 0.15 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Average Number of Common Shares Outstanding 10,163 9,944 10,147 9,939 - --------------------------------------------------------------------------- Cash Dividend per Common Share $ - $ - $ - $ - - --------------------------------------------------------------------------- </TABLE> See Notes to Condensed Consolidated Financial Statements.
<TABLE> <CAPTION> L. B. FOSTER COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) Six Months Ended June 30, 1997 1996 - --------------------------------------------------------------------------- <S> <C> <C> Cash Flows from Operating Activities: Net Income $ 1,278 $ 1,475 Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: Deferred income taxes 630 1,066 Depreciation and amortization 1,333 1,608 Gain on sale of property, plant and equipment (188) (413) Change in Operating Assets and Liabilities: Accounts receivable 6,574 (1,614) Inventories (10,487) (3,273) Property held for resale 36 1,342 Other current asset 86 233 Other non-current assets (297) (578) Accounts payable-trade (4,899) (432) Accrued payroll and employee benefits (976) (76) Other current liabilities (974) (1,582) Other liabilities 66 105 - --------------------------------------------------------------------------- Net Cash Used by Operating Activities (7,818) (2,139) - --------------------------------------------------------------------------- Cash Flows from Investing Activities: Proceeds from sale of property, plant and equipment 1,309 1,580 Capital expenditures on property, plant and equipment (983) (1,129) Purchase of DM&E stock (1,500) Acquisition of business (2,500) - --------------------------------------------------------------------------- Net Cash (Used) provided by Investing Activities (3,674) 451 - --------------------------------------------------------------------------- Cash Flows from Financing Activities: Proceeds from issuance of revolving credit agreement borrowings 11,918 2,485 Exercise of stock options 560 60 Payments of capital leases (734) (645) - --------------------------------------------------------------------------- Net Cash Provided by Financing Activities 11,744 1,900 - --------------------------------------------------------------------------- Net Increase in Cash and Cash Equivalents 252 212 Cash and Cash Equivalents at Beginning of Period 1,201 1,325 - --------------------------------------------------------------------------- Cash and Cash Equivalents at End of Period $ 1,453 $ 1,537 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Supplemental Disclosures of Cash Flow Information: Interest Paid $ 1,139 $ 1,201 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- Income Taxes Paid $ 565 $ 241 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- </TABLE> During 1997 and 1996, the Company financed the purchase of certain capital expenditures totaling $33,500 and $137,000, respectively, through the issuance of capital leases. See Notes to Condensed Consolidated Financial Statements.
L. B. FOSTER COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all estimates and adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included, however, actual results could differ from those estimates. The results of operations for these interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1996. 2. ACCOUNTING PRINCIPLES In October 1995, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation". The Company follows the requirements of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for stock-based compensation. The Company provides, when material, the pro forma disclosures required by SFAS No. 123. In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information". The Company does not anticipate that the reporting requirements of SFAS No. 130 or SFAS No. 131 will have a material impact on existing disclosures. 3. ACCOUNTS RECEIVABLE Credit is extended on an evaluation of the customer's financial condition and, generally, collateral is not required. Credit terms are consistent with industry standards and practices. Trade accounts receivable at June 30, 1997 and December 31, 1996 have been reduced by an allowance for doubtful accounts of $1,935,000 and $1,803,000, respectively. Bad debt expense was $132,000 and ($30,000) for the three month periods ended June 30, 1997 and 1996, respectively.
4. INVENTORIES Inventories of the Company at June 30, 1997 and December 31, 1996 are summarized as follows (in thousands): <TABLE> <CAPTION> June 30, December 31, 1997 1996 - ------------------------------------------------------------------------- <S> <C> <C> Finished goods $ 38,525 $ 31,347 Work-in-process 13,971 11,117 Raw materials 3,990 3,135 - ------------------------------------------------------------------------- Total inventories at current costs: 56,486 45,599 (Less): Current costs over LIFO stated values (2,224) (2,074) Reserve for decline in market value of inventories (600) (600) - ------------------------------------------------------------------------- $ 53,662 $ 42,925 - ------------------------------------------------------------------------- - ------------------------------------------------------------------------- </TABLE> Inventories of the Company are generally valued at the lower of last-in, first-out (LIFO) cost or market. Other inventories of the Company are valued at average cost or market, whichever is lower. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end levels and costs. 5. SHORT-TERM BORROWINGS The Company maintains a $45,000,000 revolving credit agreement. The interest rate is, at the Company's option, based on the prime rate, the domestic certificate of deposit rate (CD rate) or the Euro-bank rate. The interest rates are adjusted quarterly based on the fixed charge coverage ratio defined in the agreement. The ranges are prime to prime plus 0.25%, the CD rate plus 0.45% to the CD rate plus 1.125%, and the Euro-bank rate plus 0.45% to the Euro-bank rate plus 1.125%. Borrowings under the agreement, which expires July 1, 1999, are secured by accounts receivable and inventory. The agreement includes financial covenants requiring a minimum net worth, a fixed charge coverage ratio, a leverage ratio and a current ratio. The agreement also places restrictions on dividends, investments, capital expenditures, indebtedness and sales of certain assets. 6. EARNINGS PER COMMON SHARE Earnings per common share are computed by dividing net income by the average number of Class A common shares and common stock equivalents outstanding during the periods ended June 30, 1997 and 1996 of approximately 10,163,000 and 9,944,000, respectively.
Common stock equivalents are the net additional number of shares which would be issuable upon the exercise of the outstanding common stock options, assuming that the Company used the proceeds to purchase additional shares at market value. Common stock equivalents had no material effect on the computation of earnings per share for the periods ending June 30, 1997 and 1996. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share", which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. The impact of Statement 128 on the calculations of primary and fully diluted earnings per share for the second quarters ended June 30, 1997 and June 30, 1996 is not material. 7. COMMITMENTS AND CONTINGENT LIABILITIES The Company is subject to laws and regulations relating to the protection of the environment. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly any future remediation and other compliance efforts, in the opinion of management, compliance with the present environmental protection laws will not have a material adverse effect on the financial position, competitive position, or capital expenditures of the Company. The Company will provide for any liability as defined in SOP 96-1,"Environmental Remediation Liabilities. However, the Company's efforts to comply with increasingly stringent environmental regulations may have an adverse effect on the Company's future earnings. The Company is subject to legal proceedings and claims which arise in the ordinary course of its business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially effect the financial position of the Company. At June 30, 1997, the Company had outstanding letters of credit of approximately $917,000.
Management's Discussion and Analysis of Financial Condition and Results of Operations <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, - --------------------------------------------------------------------------- 1997 1996 1997 1996 - --------------------------------------------------------------------------- (Dollars in thousands) <S> <C> <C> <C> <C> Net Sales: Rail Products $ 25,603 $ 25,109 $ 49,149 $ 48,628 Construction Products 13,985 23,663 33,183 39,681 Tubular Products 14,128 15,986 25,878 24,752 -------------------------------------------- Total Net Sales 53,716 64,758 108,210 113,061 -------------------------------------------- -------------------------------------------- Gross Profit: Rail Products 3,746 3,549 6,433 7,063 Construction Products 2,486 3,294 4,864 5,371 Tubular Products 1,496 1,350 2,865 1,959 -------------------------------------------- Total Gross Profit 7,728 8,193 14,162 14,393 --------------------------------------------- Expenses: Selling and admin- istrative expenses 5,825 5,610 11,127 11,013 Interest Expense 646 611 1,181 1,175 Other (income) expense (24) (209) (107) (336) --------------------------------------------- Total Expenses 6,447 6,012 12,201 11,852 --------------------------------------------- Income Before Income Taxes 1,281 2,181 1,961 2,541 Income Tax Expense 410 926 683 1,066 --------------------------------------------- Net Income $ 871 $ 1,255 $ 1,278 $ 1,475 --------------------------------------------- --------------------------------------------- Gross Profit %: Rail Products 14.6% 14.1% 13.1% 14.5% Construction Products 17.8% 13.9% 14.7% 13.5% Tubular Products 10.6% 8.4% 11.1% 7.9% --------------------------------------------- Total Gross Profit % 14.4% 12.7% 13.1% 12.7% --------------------------------------------- --------------------------------------------- </TABLE> Second Quarter 1997 Results of Operations The net income for the 1997 second quarter was $0.9 million or $0.09 per share on net sales of $54 million. This compares to a 1996 second quarter net income of $1.3 million or $0.13 per share on net sales of $65 million. Rail products' second quarter net sales were 25.6 million in 1997 and $25.1 million in 1996. Construction products' second quarter net sales decreased 41% from the year earlier quarter, due primarily to the decline in piling sales which resulted from
the loss of our sheet piling producer and also, to lower shipments of bridge and highway products. Tubular products' net sales in the quarter were 12% lower than the year earlier quarter due primarily to lower coating activity. Changes in net sales are primarily the result of changes in volume rather than changes in prices. The gross margin percentage for the total company in the 1997 second quarter increased to 14% from 13% in the 1996 second quarter. Rail products' gross margin percentage remained approximately 14% while Construction products' gross margin percentage increased 4% as a result of the reduced volume of lower margin piling sales. The gross margin percentage for tubular products climbed to almost 11% from 8% as a result of higher margins on sales of coated pipe and coating services sales. Selling and administrative expenses increased 4% in the second quarter of 1997 in comparison to the same period last year, due in part to product development expenses associated with the Monitor Group. Interest expense increased 6% from the year earlier quarter due to higher borrowing costs resulting from the increased investment in inventory associated with the purchase of Bethlehem Steel's remaining sheet piling production. The total income tax provision in the second quarter of 1997 decreased to 32% of income before taxes as a result of reduced state income tax provisions. First Six Months of 1997 Results of Operations Net income for the first six months of 1997 was $1.3 million or $0.13 per share on net sales of $108 million. This compares to net income of $1.5 million or $0.15 per share for the first half of 1996 on net sales of $113 million. Rail products' net sales in the first half of 1997 were $49 million, the same as in the first half of 1996. Construction products' net sales declined 16% due to the shut down of our major piling producer and the decision to terminate the pile driving equipment division. Tubular products' net sales were $26 million in the first half of 1997 and $25 million in 1996. The gross margin percentage for the Company was 13% in both the first six months of 1997 and 1996. Rail products' gross margin percentage declined from 14% to 13% while construction products' gross margin increased to 15% from 14%. The gross margin percentage for Tubular products increased to 11% from 8% due to higher margins on sales of coated pipe and coating services as stated earlier. Selling and administrative expenses for the first six months of 1997 and 1996 were unchanged at $11 million. As noted previously, the change in the state income tax provision had the effect of lowering the effective rate by approximately 5% for the first six months of 1997.
Liquidity and Capital Resources The Company's ability to generate internal cash flow ("liquidity") results from the sale of inventory and the collection of accounts receivable. During the first six months of 1997, the average turnover rate for inventory decreased from the prior year primarily due to purchases of sheet piling inventory. The Company's supplier of sheet piling products, Bethlehem Structural Products Corporation, shut down its hot rolled sheet piling and structural products facility in Bethlehem, PA in March, 1997. The Company purchased Bethlehem's remaining piling production, prior to shutdown, and will use a portion of this inventory to maintain its rental piling business beyond 1997. The turnover rate for accounts receivable during the first six months of 1997 was higher than during the same period of the prior year due to an increase in collection rate. Working capital at June 30, 1997 was $62.3 million compared to $63.5 million at December 31, 1996. During the first six months of 1997, the Company had capital expenditures of $1.0 million. In addition, the Company purchased the assets of the Monitor Group for $2.5 million and increased its investment in the Dakota, Minnesota & Eastern Railroad Corporation by $1.5 million. Excluding acquisitions, capital expenditures in 1997 are not expected to exceed $2.0 million and are anticipated to be funded by cash flow from operations. Total revolving credit agreement borrowings at June 30, 1997 were $35.9 million or an increase of $6.7 million from the end of the prior year. At June 30, 1997, the Company had approximately $8.2 million in available unused borrowing commitment. Management believes its internal and external sources of funds are adequate to meet anticipated needs. Other Matters In June, 1997, the Company increased its investment in the Dakota, Minnesota & Eastern Railroad Corporation (DM&E), a privately-held, regional railroad which operates over 1,100 miles of track in five states, by acquiring $1.5 million of the DM&E's Series B Preferred Stock and warrants. The Company maintained its ownership of approximately 13% of the DM&E's outstanding common stock on a fully diluted basis. The Company's investment in the DM&E's stock is recorded in the Company's accounts at its historical cost of $1.7 million including, $0.2 million of common stock and $1.5 million of the DM&E Series B Preferred Stock and warrants. Although its market value is not readily determinable, management believes that this investment, without taking into account the DM&E's proposed Powder River Basin project, could be worth significantly more than its historical cost. The DM&E announced in June, 1997 that it plans to build approximately 250 miles of new railroad as an extension from the DM&E's existing line into the low sulfur coal market of the Powder River Basin in Wyoming and to rebuild approximately 650 miles of its existing track (the "Project"). The DM&E also has announced that the estimated cost of this Project is $1.2 billion. The Project is subject to approval by the Surface Transportation Board and the Project is scheduled to be
completed within 5 years if the DM&E is able to obtain the required financing. Morgan Stanley & Co. Inc. has been retained by the DM&E to assist in identifying strategic partners to join in the Project. The DM&E has stated that the DM&E could repay project debt and cover its operating costs if it captures a 5% market share in the Powder River Basin. If the Project proves to be viable, management believes that the value of the Company's investment in the DM&E could increase dramatically. As stated previously, the Company intends to divest its Fosterweld operations but does not expect to complete any sale in the near-term. Additionally, the Company has terminated its pile driving equipment business through sales and leases of its remaining assets. On May 6, 1997 the Company acquired the assets of the Monitor Group. The Monitor Group designs, develops and assembles portable mass spectrometers. Mass spectrometers are used to measure gas compositions and concentrations for various applications, including monitoring air quality for the mining industry and serving as a process monitor and diagnostic tool in chemical manufacturing industries. For the balance of 1997, the Company anticipates that the Monitor Group's operating costs will exceed the Division's revenue. Management continues to evaluate the overall performance of certain operations. A decision to terminate an existing operation could have a material effect on near-term earnings but would not be expected to have a material adverse effect on the financial condition of the Company. Outlook As previously disclosed, the Company's primary supplier of hot rolled sheet piling products has ceased operations as of March, 1997. The Company has agreed to become the exclusive distributor of sheet piling for Chaparral Steel when it enters this market. Chaparral has announced a plan to build a new facility to produce sheet piling and expects to begin operations in 1999. The rail segment of the business depends on one source for fulfilling certain trackwork contracts. The Company has provided $5.6 million of working capital to this supplier in the form of loans and advanced payments. If, for any reason, this supplier is unable to perform, the Company could experience a negative short term effect on earnings. The Company's operations are in part dependent on governmental funding of infrastructure projects. Significant changes in the level of government funding of these projects could have a favorable or unfavorable impact on the operating results of the Company. Additionally, governmental actions concerning taxation, tariffs, the environment or other matters could impact the operating results of the Company. The Company's operating results may also be affected by the weather.
Although backlog is not necessarily indicative of future operating results, total Company backlog at June 30, 1997, was approximately $70 million. This does not include the previously awarded Tren-Urbano project which will have an order value of $17 - $20 million. If this project was included in the following table, Rail Products' backlog would be, at a minimum, $53 million and the total backlog would be $87 million. <TABLE> <CAPTION> Backlog - --------------------------------------------------------------------------- June 30, December 31, 1997 1996 1996 - --------------------------------------------------------------------------- (Dollars in thousands) <S> <C> <C> <C> Rail Products $ 36,099 $ 46,035 $ 36,100 Construction Products 20,451 30,068 28,080 Tubular Products 13,372 16,403 11,328 - --------------------------------------------------------------------------- Total Backlog $ 69,922 $ 92,506 $ 75,508 - --------------------------------------------------------------------------- - --------------------------------------------------------------------------- </TABLE> Forward-Looking Statements Statements relating to the potential value or viability of the DM&E or the Project, or management's belief as to such matters, are forward-looking statements and are subject to numerous contingencies and risk factors. The Company has based its assessments on information provided by the DM&E and has not independently verified such information. In addition to matters mentioned above, factors which could adversely affect the value of the DM&E, its ability to complete the Project or the viability of the Project include the following: any failure to meet the requirements of the DM&E's credit agreements, insufficient capital or operating cash flows, adverse weather conditions, labor disputes, any inability to obtain necessary environmental and other governmental approvals for the Project in a timely fashion, an inability to obtain financing for the Project, competitors' responses to the Project (such as cutting coal-freight rates), changes in the demand for coal or electricity and changes in environmental and other laws and regulations. The Company wishes to caution readers that various factors could cause the actual results of the Company to differ materially from those indicated by forward-looking statements made from time to time in news releases, reports, proxy statements, registration statements and other written communications (including the preceding sections of this Management's Discussion and Analysis), as well as oral statements made from time to time by representatives of the Company. Except for historical information, matters discussed in such oral and written communications are forward-looking statements that involve risks and uncertainties, including but not limited to general business conditions, the availability of material from major suppliers, the impact of competition, the seasonality of the Company's business, taxes, inflation and governmental regulations.
PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS See Note 7, "Commitments and Contingent Liabilities", to the Condensed Consolidated Financial Statements. Item 4. RESULTS OF VOTES OF SECURITY HOLDERS At the Company's annual meeting on May 15, 1997, the following individuals were elected to the Board of Directors: <TABLE> <CAPTION> For Withheld Name Election Authority - ----------------------------------------------------------------------- <S> <C> <C> L. B. Foster II 8,809,273 104,293 J. W. Puth 8,812,756 100,810 W. H. Rackoff 8,812,792 100,774 R. L. Shaw 8,812,856 100,710 J. W. Wilcock 8,812,856 100,710 </TABLE> Additionally, the shareholders voted to approve Ernst & Young, LLP as the Company's independent auditors for the fiscal year ended December 31, 1997. The following table sets forth the results of the vote for independent auditors: <TABLE> <CAPTION> Against For Approval Approval Abstained - ---------------------------------------------------------------------- <S> <C> <C> 8,836,693 51,145 25,728 </TABLE> Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) EXHIBITS Unless marked by an asterisk, all exhibits are incorporated herein by reference: 3.1 Restated Certificate of Incorporation as amended to date filed as Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 1987. 3.2 Bylaws of the Registrant, as amended to date, filed as Exhibit 3.2 to Form 10-K for the year ended December 31, 1993. 4A Rights Agreement, dated as of May 15, 1997, between L. B. Foster Company and American Stock Transfer & Trust Company, including the form of Rights Certificate and the Summary of Rights attached thereto, filed as Exhibit 4A to Form 8-A dated May 23, 1997.
4.1 Amended and Restated Loan Agreement by and among the Registrant and Mellon Bank, N.A., NBD Bank, and Corestates Bank, N.A. dated as of November 1, 1995 and filed as Exhibit 4.1 to Form 10-K for the year ended December 31, 1995. 10.15 Lease between the Registrant and Amax, Inc. for manufacturing facility at Parkersburg, West Virginia, dated as of October 19, 1978, filed as Exhibit 10.15 to Registration Statement No. 2-72051. 10.16 Lease between Registrant and Greentree Building Associates for Headquarters office, dated as of June 9, 1986, as amended to date, filed as Exhibit 10.16 to Form 10-K for the year ended December 31, 1988. 10.16.1 Amendment dated June 19, 1990 to lease between Registrant and Greentree Building Associates, filed as Exhibit 10.16.1 to Form 10-Q for the quarter ended June 30, 1990. * 10.16.2 Amendment dated May 29, 1997 to lease between Registrant and Greentree Building Associates. 10.19 Lease between the Registrant and American Cast Iron Pipe Company for Pipe Coating Facility in Birmingham, Alabama dated December 11, 1991 and filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 1991. 10.19.1 Amendment to Lease between the Registrant and American Cast Iron Pipe Company for Pipe Coating Facility in Birmingham, Alabama dated April 15, 1997. * 10.33.2 Amended and Restated 1985 Long-Term Incentive Plan, as amended and restated July 30, 1997. ** 10.45 Medical Reimbursement Plan filed as Exhibit 10.45 to Form 10-K for the year ended December 31, 1992. ** 10.46 Leased Vehicle Plan as amended to date. Filed as Exhibit 10.46 to Form 10-K for the year ended December 31, 1993. ** 10.49 Lease agreement between Newport Steel Corporation and L.B. Foster Company dated as of October 12, 1994 and filed as Exhibit 10.49 to Form 10-Q for the quarter ended September 30, 1994. 10.50 L. B. Foster Company 1997 Incentive Compensation Plan. Filed as Exhibit 10.50 to Form 10-K for the year ended December 31, 1996. **
10.51 Supplemental Executive Retirement Plan. Filed as Exhibit 10.51 to Form 10-K for the year ended December 31, 1994. ** 19 Exhibits marked with an asterisk are filed herewith. ** Identified management contract or compensatory plan or arrangement required to be filed as an exhibit. b) REPORTS ON FORM 8-K On June 2, 1997, the Registrant filed a Current Report on Form 8-K announcing that L. B. Foster Company declared a dividend distribution of stock purchase rights.
SIGNATURE 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 thereunto duly authorized. L. B. FOSTER COMPANY (Registrant) Date: August 11, 1997 By /s/ Roger F. Nejes Roger F. Nejes Sr. Vice President- Finance and Administration & Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer of Registrant)