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. 18)
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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$114,944,143
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$8,195.52 |
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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 $11.80 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:
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$8,195.52
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Filing Party:
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L.B. Foster Company and Foster Thomas Company |
Form or Registration No.:
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Schedule TO-T
Schedule TO-T/A
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Date Filed:
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February 26, 2010
August 31, 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:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
þ 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. 18 (“Amendment No. 18”) amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on February 26, 2010,
as amended (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 $11.80 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. 18 have the meanings assigned to such terms in
the Schedule TO or the Offer to Purchase. This Amendment No. 18 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.
Items 1, 4, 5, 6 and 11.
Items 1, 4, 5, 6 and 11 of the Schedule TO are amended and supplemented to include the
following:
The following paragraphs are added to the end of the following Sections of the Offer to
Purchase, as applicable: “Summary Term Sheet;” Section 1 — “Terms of the Offer;” Section 2 —
“Acceptance for Payment and Payment for Shares;”
Section 3 — “Procedures for Accepting the Offer
and Tendering Shares;” Section 4 — “Withdrawal Rights;” Section 10 — “Background of the Offer;
Past Contacts or Negotiations with Portec” and Section 17 — “Purpose; Plans for Portec”:
“On
December 15, 2010, the United States District Court for the District
of Columbia signed the Hold Separate Stipulation and Order.
The Offer expired at 5:00 p.m., New York City time, on Wednesday, December 15, 2010. The
Depositary for the Offer has advised L.B. Foster and Purchaser that, as of such time, 7,630,969
million Shares (not including 46,846 Shares tendered by notice of guaranteed delivery, which Shares
may be validly tendered until Monday, December 20, 2010) were validly tendered into, and not
withdrawn from, the Offer, representing approximately 79.46% of the outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered
and not withdrawn, and payment will be made promptly, in accordance with the terms of the Offer.
L.B. Foster and Purchaser have immediately commenced a subsequent offering period for all
remaining untendered Shares. The subsequent offering period will
expire at 5:00 p.m., New
York City time, on December 21, 2010, unless extended. Any such extension will be followed by a
public announcement no later than 9:00 a.m., New York City time, on the next business day after the
subsequent offering period was scheduled to expire.
The same $11.80 per Share price, net to the seller in cash, without interest thereon and less
any required withholding taxes, offered in the initial offering period of the Offer will be paid
during the subsequent offering period. Purchaser will immediately accept for payment all Shares
validly tendered during this subsequent offering period, and payment will be made promptly after
acceptance in accordance with the terms of the Offer. Procedures for tendering Shares during the
subsequent offering period are the same as during the initial offering period with two exceptions:
(1) Shares cannot be delivered by the guaranteed delivery procedure, and (2) pursuant to Rule
14d-7(a)(2) promulgated under the Securities Exchange Act of 1934, as amended, Shares tendered
during the subsequent offering period may not be withdrawn. Shares validly tendered during the
initial offering period of the Offer may not be withdrawn during the subsequent offering period.
The full text of the press release issued by L.B. Foster regarding the expiration of the Offer
and the announcement of the subsequent offering period is filed as Exhibit (a)(5)(AA) hereto and is
incorporated herein by reference.”