UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
PORTEC RAIL PRODUCTS, INC.
(Name of Subject Company (issuer))
FOSTER THOMAS COMPANY
(offeror)
a wholly-owned subsidiary of
L.B. FOSTER COMPANY
(parent of offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, $1.00 par value per share
(Title of Class of Securities)
736212101
(CUSIP Number of Class of Securities)
David Voltz
L.B. Foster Company
415 Holiday Drive
Pittsburgh, Pennsylvania 15220
(412)-928-3417
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
with a copy to:
Lewis U. Davis, Jr., Esq.
Buchanan Ingersoll & Rooney PC
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219
(412) 562-8800
Calculation of Filing Fee
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Transaction valuation* |
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Amount of Filing Fee** |
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$114,067,450
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$8,133 |
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Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The calculation of
the transaction valuation assumes a purchase price of $11.71 per share and the purchase of
9,741,029 shares of Portec common stock, which
is represented by (i) 9,602,029 outstanding shares of common stock; and (ii) 139,000 shares of
common stock that were issuable with respect to all outstanding options, in each case as provided
by Portec, as of the most recent practicable date. |
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The amount of the filing fee was calculated in accordance with Section 14(g)(3) of the Exchange
Act, and equals $71.30 per million dollars of the transaction valuation amount. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with
which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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| Amount Previously Paid: $8,133
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Filing Party: L.B. Foster Company and Foster Thomas Company |
| Form or Registration No.: Schedule TO-T
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Date Filed: February 26, 2010 |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of
a tender offer. |
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| Check the appropriate boxes below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Tender Offer Statement on
Schedule TO (as originally filed with the Securities and Exchange Commission on February 26, 2010
and as amended by Amendment No. 1 thereto filed with the SEC on March 1, 2010, Amendment No. 2
thereto filed with the SEC on March 3, 2010, Amendment No. 3 thereto filed with the SEC on March 8,
2010 and Amendment No. 4 thereto filed with the SEC on March 23, 2010 the “Schedule TO”) by (i)
Foster Thomas Company, a West Virginia corporation (the “Purchaser”) and a wholly-owned subsidiary
of L.B. Foster Company, a Pennsylvania corporation (“Parent”), and (ii) Parent. The Schedule TO
relates to the offer by the Purchaser to purchase all of the outstanding shares of common stock,
par value $1.00 per share (the “Shares”), of Portec Rail Products, Inc., a West Virginia
corporation (“Portec”), at a purchase price of $11.71 per Share, net to the seller in cash, without
interest thereon and less any applicable withholding or stock transfer taxes, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 26, 2010 (which,
together with any amendments and supplements thereto, collectively constitute the “Offer to
Purchase”) and in the related Letter of Transmittal, copies of which are filed with the Schedule TO
as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined
in this Amendment No. 5 have the meanings assigned to such terms in the Schedule TO or the Offer to
Purchase. This Amendment No. 5 is being filed on behalf of the Purchaser and Parent. Pursuant to
General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including
all schedules and annexes thereto, is hereby expressly incorporated by reference in answers to
Items 1 through 11 of the Schedule TO and is supplemented by the information specifically provided
for herein.
Item 11. Additional Information.
Items 1 through 11 of the Schedule TO are amended and supplemented to include the following:
“In accordance with the terms of the Merger Agreement, on March 23, 2010, Purchaser extended the
Offer until 12:00 midnight (one minute after 11:59 p.m.) New York City, New York time on Monday,
April 26, 2010, unless further extended. The full text of the press release issued by L.B. Foster
on March 23, 2010 announcing the Offer’s extension is filed
as Exhibit (a)(5)(J) to the Schedule TO
and is incorporated by reference into the Schedule TO.”
Accordingly,
all references to the Expiration Date in the Offer to Purchase are hereby amended
to be references to “12:00 midnight, New York City, New York time on April 26, 2010.”
Item 12. Exhibits.
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Exhibit Name |
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(a)(5)(J)
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Press Release issued March 23, 2010 |