Item 4 of the Schedule 13D is hereby amended and restated as follows:
The Reporting Persons originally acquired the shares of Common Stock for investment in the ordinary course of its business. The Reporting Persons acquired the Shares pursuant to investment strategies, including merger arbitrage and event driven strategies, because they believed that the Shares reported herein, when purchased, represented an attractive investment opportunity.
On February 16, 2010, an Agreement and Plan of Merger, was entered into by and among the Issuer, L.B. Foster Company, a Pennsylvania corporation ("Foster"), and Foster Thomas Company ("Purchaser"), a West Virginia corporation and a wholly-owned subsidiary of Foster (as amended, the "Merger Agreement"), pursuant to which Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding Common Stock at a purchase price, taking into account amendments to the Merger Agreement, of $11.80 per share, and the subsequent merger of Purchaser with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Foster.
According to Amendment No. 21 to the Issuer's Schedule 14D-9/A filing dated December 15, 2010: (i) the Offer expired at 5:00 p.m. on Wednesday, December 15, 2010 with 7,630,969 million shares of Common Stock (not including 46,846 shares tendered by notice of guaranteed delivery, which shares may be validly tendered until Monday, December 20, 2010) validly tendered into, and not withdrawn from, the Offer, and representing approximately 79.46% of the outstanding shares of Common Stock, (ii) Purchaser has accepted for payment all shares that were validly tendered and not withdrawn, in accordance with the terms of the Offer, and (iii) upon expiration of the Offer, Foster and Purchaser immediately commenced a subsequent offering period pursuant to Rule 14d-11 promulgated under the Securities Exchange Act of 1934 (the “Subsequent Offering Period”) for all remaining untendered shares of Common Stock at the same $11.80 per share price with the Subsequent Offering Period expiring at 5:00 p.m. on December 21, 2010, unless extended.
The Reporting Persons tendered all their Shares in the Subsequent Offering Period on December 21, 2010.
According to Amendment No. 19 to the Tender Offer Statement on Schedule TO filed by Foster and Purchaser and dated December 21, 2010 (the "TO Amendment"), the depositary for the Offer has advised Foster and Purchaser that, as of such time, an aggregate of approximately 991,424 shares of Common Stock were validly tendered in the Subsequent Offering Period and Purchaser has accepted for payment all validly tendered shares such that Purchaser now owns approximately 8,622,393 shares of Common Stock, representing approximately 89.78% of the outstanding shares of Common Stock.
Item 5. Interest In Securities Of The Issuer
Subparagraphs (a), (b), (c) and (e) of Item 5 are amended and supplemented to include the following:
(a) The Reporting Persons beneficially own 0 Shares, constituting 0% of the Common Stock outstanding. The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is based upon a total of 9,603,579 outstanding shares of Common Stock, as reported in the Issuer's quarterly report on Form 10-Q for the period ending September 30, 2010
(b) As of the date hereof, the Reporting Persons may be deemed to beneficially own 0 Shares, or 0% of the Common Stock deemed issued and outstanding as of that date.
(c) The Reporting Persons tendered all their Shares in the Subsequent Offering Period on December 21, 2010. According to the TO Amendment, Purchaser has accepted for payment and now owns all shares of Common Stock validly tendered validly in the Subsequent Offering Period.
