-----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, Vzb4W/PiFwIVikeEVCSLc+1tQT3xhLp7RiuhFmVwHFI1ceaFGc+XgQbax8AemC2k OWlI71d0+5Vehi6k5cl1Sw== 0000352825-07-000014.txt : 20070430 0000352825-07-000014.hdr.sgml : 20070430 20070430163841 ACCESSION NUMBER: 0000352825-07-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070430 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 07801036 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 8-K 1 form8k.txt FORM 8-K ACIPCO LEASE AMEND 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 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (412) 928-3417 ------------------------- - -------------------------------------------------------------------------------- (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 ------------------- (Registrant) Date: April 30, 2007 -------------- /s/ David J. Russo ------------------ David J. Russo Senior Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX - ------------- Exhibit Number Description - -------------- ----------- 10.19.2 Amendment dated April 24, 2007 to Sublease between Registrant and American Cast Iron Pipe Company for pipe coating facility Birmingham, Alabama. EX-10 2 exh10192.txt ACIPCO LEASE AMENDMENT 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: ----------- 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 ----------------- Its: V.P, Sales/Secretary -------------------- TENANT: L.B. Foster Company, a Pennsylvania corporation By: /s/ Stan L. Hasselbusch 4/26/07 ------------------------------- Its: President and CEO ----------------- -----END PRIVACY-ENHANCED MESSAGE-----