-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCUnGYPnj6ExtgkF7H9eCqOikwwripXElruc0fzAdrB4yNUBYvuIh0r7PZKKzJ64 32GZd8N9NBWUcveaV2US+w== 0000352825-01-500007.txt : 20010627 0000352825-01-500007.hdr.sgml : 20010627 ACCESSION NUMBER: 0000352825-01-500007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER L B CO CENTRAL INDEX KEY: 0000352825 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 251324733 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-10436 FILM NUMBER: 1667676 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283431 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 EX-23 1 rspconsent.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement No. 333-65885 of L.B. Foster Company, as amended and restated, of our report dated May 21, 2001, with respect to the financial statements and schedule of the L.B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees included in this Form 11-K for the year ended December 31, 2000. /s/Ernst & Young LLP Pittsburgh, Pennsylvania June 26, 2001 11-K 2 rsp0099.txt L. B. FOSTER COMPANY RETIREMENT SAVINGS PLAN FORM 11-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the years ended December 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-10436 L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees - --------------------------------------------------------------------------- (Full title of the plan and the address of the plan, if different from that of the issuer named below) L. B. FOSTER COMPANY 415 Holiday Drive Pittsburgh, PA 15222 - --------------------------------------------------------------------------- (Name of issuer of the securities held pursuant to the Plan and the address of principle executive office) Contents Report of Independent Auditors .....................................3 Audited Financial Statements Statements of Net Assets Available for Benefits.....................4 Statements of Changes in Net Assets Available for Benefits..........5 Notes to Financial Statements ......................................6 Other Financial Information Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).....13 Signatures..........................................................14 Exhibit Index.......................................................15 Report of Independent Auditors Plan Administrator L. B. Foster Company Retirement Savings Plan for Non Union Hourly Employees We have audited the accompanying statements of net assets available for benefits of L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 in 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held at end of year as of December 31, 2000 is presented for purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/Ernst & Young LLP May 21, 2001 L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees Statements of Net Assets Available for Benefits December 31 2000 1999 --------------------------------------- Assets Investments at fair value $1,326,645 $1,261,948 Participant loans 87,666 91,022 --------------------------------------- 1,414,311 1,352,970 Receivables: Employee 12,452 13,977 Employer 2,529 3,191 --------------------------------------- 14,981 17,168 --------------------------------------- Net assets available for benefits $1,429,292 $1,370,138 ======================================= See accompanying notes. L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees Statements of Changes in Net Assets Available for Benefits Year ended December 31, 2000 1999 ------------------------------------- Additions: Investment (loss) income: Interest and dividends $ 95,403 $ 77,053 Net realized/unrealized (depreciation) appreciation in investment fair value (118,709) 80,981 ------------------------------------- Total investment (loss) income (23,306) 158,034 Contributions: Employee 164,611 143,292 Employer 34,786 20,315 ------------------------------------- Total contributions 199,397 163,607 ------------------------------------- 176,091 321,641 Deductions: Benefit payments 116,937 136,775 ------------------------------------- 116,937 136,775 ------------------------------------- Increase in net assets available for benefits 59,154 184,866 Net assets available for benefits, beginning of year 1,370,138 1,185,272 ------------------------------------- Net assets available for benefits, end of year $1,429,292 $1,370,138 ===================================== See accompanying notes. L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees Notes to Financial Statements December 31, 2000 1. Description of Plan The following brief description of the L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees (the Plan) is provided for general information purposes only. Participants should refer to the summary plan description as amended on January 1, 1999 for more complete information. General The Plan is a defined contribution plan extended to all non-union hourly employees of L. B. Foster Company (the Company) who have attained age 18 and are employed at locations specified by the Plan. The L. B. Foster Company Employee Benefits Policy and Review Committee, appointed by the Board of Directors of the Company, collectively serves as the plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Contributions Contributions under the Plan are made by both the participants and the Company. A participant may elect to make deferred savings contributions on a pretax basis ranging from 2% to 10% of annual compensation subject to Internal Revenue Code limitations. A participant who elects to make deferred savings contributions of at least 5% can also elect to make additional voluntary contributions on an after-tax basis provided, however, that the sum of the deferred savings and voluntary employee contributions does not exceed 15% of the participant's annual compensation. Participant and company contributions are invested in accordance with participant elections. Beginning the first of the month following twelve months of employment, eligible employees of Grand Island, Nebraska; Pueblo, Colorado; Petersburg, Virginia; and Rail Take-up shall have a company matching contribution of fifty cents for every dollar contributed by the employee on the first 4% to 6% of annual compensation, based upon years of service, as defined by the Plan. Beginning the first of the month following twelve months of continuous employment, eligible employees of the Georgetown, Massachusetts facility shall have a company matching contribution of fifty cents for every dollar contributed by the employee, up to the first 5% of the employee's compensation. This matching contribution will only be made if the employee contributes to the Plan. For all other participants, the Company provides a contribution of twelve cents per eligible hour worked. The Company's contributions may be reduced by any forfeitures 1. Description of Plan (continued) Contributions (continued) which accumulate. Forfeitures of $7,668 and $12,850 were utilized to reduce company contributions in 2000 and 1999, respectively. At December 31, 2000 and 1999, forfeitures of $7,820 and $26, respectively, were available to reduce future company contributions. Vesting A participant's vested interest in the Plan on any date is equal to the sum of the values of (a) that portion of the participant's account attributable to the participant's contributions and (b) that portion of the participant's account attributable to the Company's contributions multiplied by the applicable vesting percentage plus or minus related earnings (losses). Participants are 100% vested in the Company's contributions after five years of eligible service or attaining age 65. Notwithstanding the above, a participant who terminates from the Plan by reason of retirement, disability or death is fully vested in his participant account. Distributions Normal retirement age is 65. Early retirement age is 55, provided that the participant has at least five years of service. In addition, a participant may obtain an early retirement distribution prior to reaching age 55, provided that the participant will turn 55 in the year distribution occurs and that the participant has completed at least five years of service. As provided by the Plan, the distribution to which a participant is entitled by reason of normal, early, or disability retirement, death, or termination of employment may be made in the form of a direct rollover, annuity, cash, or partly in cash and partly as an annuity. The amount of such distribution is equal to the participant's vested account balance on the valuation date. Withdrawals In the event of hardship and subject to certain restrictions and limitations, as defined by the plan document, a participant may withdraw his vested interest in the portion of his account attributable to deferred savings contributions and related earnings. 1. Description of Plan (continued) Participants' Accounts Each participant's account is credited with the participant's pretax and voluntary contributions, the participant's allocable share of company contributions, and related earnings of the funds. Participants' accounts may be invested in 10% increments into any of the mutual funds available under the Plan at the direction of the participant. Loans A participant may obtain a loan from the vested portion of his account, subject to spousal consent, if applicable. The loan proceeds (subject to a minimum of $1,000 and a maximum of $50,000) are deducted from the participant's account and are repaid by means of payroll deductions. Loans are required to be repaid within 60 months from the date on which the loan is originally granted and may be prepaid without penalty at any time. The repayment period for a loan that is obtained for purchasing a primary residence may be as long as 360 months. The loan carries an interest rate computed at the prime rate plus one-half percent. The interest rate is computed on the date the loan is requested and remains fixed for the full term of the loan. Plan Termination Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Should the Plan be terminated, participants will become fully vested in their accounts, and the assets of the Plan would be distributed to the participants based on their individual account balances as determined under the plan provisions. 2. Summary of Significant Accounting Policies Valuation of Investments Mutual fund values are based on the underlying investments in securities. Mutual fund securities traded on security exchanges are valued at the latest quoted sales price. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the average of the last reported bid and ask quotations. Loans receivable from participants are valued at cost which approximates fair value. Realized gain or loss includes recognized gains and losses on the sale of investments. Unrealized appreciation or depreciation represents changes in value from original cost. Dividend income is recorded on the ex-dividend date and interest income is accrued as earned. As described above, the assets of the Plan are concentrated in mutual funds primarily consisting of stocks and bonds. Realization of amounts disclosed as net assets available for benefits is dependent on the results of these markets. Basis of Accounting The financial statements of the Plan are maintained on the accrual basis. Contributions receivable are recorded among the available investment options based upon the participants' aggregate investment allocations in effect at the end of the plan year. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 2. Summary of Significant Accounting Policies (continued) Expenses The Company, as provided by the Plan, pays expenses of the Plan. Expenses incurred to establish and maintain a loan are charged to the applicable participant. 3. Investments Effective January 1, 1999, the Plan was amended to establish an investment option in which employees may invest contributions in L. B. Foster Company common stock. The Company has made the necessary filings with the appropriate regulatory agencies as a result of this amendment. 3. Investments (continued) During 2000 and 1999, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
December 31 2000 1999 ---------------------------------------------------------------------------- Net Net Realized/ Realized/ Fair Unrealized Fair Unrealized Market Appreciation Market Appreciation Value (Depreciation) Value (Depreciation) ---------------------------------------------------------------------------- Fidelity Investments: Magellan Fund* $ 269,594 $ (35,226) $ 270,880 $28,470 Equity Income Fund 17,154 79 15,810 (529) Growth and Income Fund* 259,779 (28,983) 240,897 6,680 Government Securities Fund* 94,118 4,714 72,183 (6,417) Asset Manager Fund 39,463 (3,418) 33,196 1,288 Managed Income Fund 21,778 - 20,951 - Retirement Government Money Market Fund* 396,932 - 386,491 - U.S. Equity Index Fund* 78,908 (8,987) 93,824 13,043 Janus Worldwide Fund* 122,751 (37,201) 104,812 34,574 Warburg Pincus Emerging Growth Fund 25,976 (9,335) 22,050 3,993 L. B. Foster Company Common Stock Fund 192 (352) 854 (121) ------------------------------------------------------------------------ $1,326,645 $(118,709) $1,261,948 $80,981 ======================================================================== *Investments with fair values representing 5% or more of the Plan's assets at December 31, 2000 and 1999.
4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service (IRS) dated April 22, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986 (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan was amended subsequent to the IRS determination letter. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 5. Transactions with Parties-in-Interest Certain trustee, accounting, and administrative expenses relating to the maintenance of participant records and the Plan's administration are absorbed by the Company. L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees
EIN 25-1324733 Plan 012 Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year) December 31, 2000 Identity of Issue, Borrower, Shares Fair Market Lessor, or Similar Party Description of Investment Held Value - -------------------------------------------------------------------------------------------------------------- Fidelity Investments*: Magellan Fund Equities 2,260 $ 269,594 Equity Income Fund Equities 321 17,154 Growth and Income Fund Equities 6,171 259,779 Government Securities Fund Government obligations 9,536 94,118 Asset Manager Fund Equities, money market, bonds 2,346 39,463 Managed Income Fund Guaranteed investment contracts 21,778 21,778 Retirement Government Money Market Government obligations, money Fund market securities 396,392 396,932 U.S. Equity Index Fund Equities 1,686 78,908 Janus Worldwide Fund Equities 2,159 122,751 Warburg Pincus Emerging Growth Fund Equities 724 25,976 --------------- Total mutual funds 1,326,453 L. B. Foster Company Common Stock Fund Common stock 77 192 --------------- 1,326,645 Outstanding participant loans Participant loans, interest rates ranging from 8.25% to 9.5%, various maturities ranging from 1 year to 20 years 87,666 --------------- $1,414,311 =============== *Party-in-interest
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Administrative Committee of the Plan have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. L. B. Foster Company Retirement Savings Plan for Non-Union Hourly Employees ----------------------------------- (Name of Plan) June 26, 2001 By: /s/Lee B. Foster II ----------------------------------- Lee B. Foster II Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------- ------------------------------------------ 23 Consent of Independent Auditors -----END PRIVACY-ENHANCED MESSAGE-----