SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )(1)
L B Foster Co.
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(Name of Issuer)
CLASS A
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(Title of Class of Securities)
350060109
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 350060109 13G Page 2 of 5 Pages
First Manhattan Co. 13-1957714
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3. SEC USE ONLY
New York
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF 5. SOLE VOTING POWER 112,700
SHARES
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BENEFICIALLY 6. SHARED VOTING POWER 373,125
OWNED BY
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EACH 7. SOLE DISPOSITIVE POWER 112,700
REPORTING
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PERSON 8. SHARED DISPOSITIVE POWER 401,425
WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 514,125**
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[-]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.30%
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12. TYPE OF REPORTING PERSON* BD, IA, PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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** Includes 112,500 shares owned by family members of Senior Managing Directors
of First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 710 of such shares and
beneficial ownership as to 111,840 of such shares.
CUSIP No. 350060109 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
L B FOSTER CO.
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Item 1(b). Address of Issuer's Principal Executive Offices:
415 HOLIDAY DRIVE
PITTSBURGH, PA 15220
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Item 2(a). Name of Person Filing:
First Manhattan Co.
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Item 2(b). Address of Principal Business Office, or if None, Residence:
437 Madison Avenue
New York, NY 10022
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Item 2(c). Citizenship:
U.S.A.
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Item 2(d). Title of Class of Securities:
COMMON
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Item 2(e). CUSIP Number:
350060109
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [_] Investment company registered under Section 8 of the
Investment Company Act.
(e) [X] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 350060109 13G Page 4 of 5 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
514,125**
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(b) Percent of class: 5.30%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 112,700
(ii) Shared power to vote or to direct the vote 373,125
(iii) Sole power to dispose or to direct the disposition of 112,700
(iv) Shared power to dispose or to direct the
disposition of 401,425
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ]
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
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Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control
Person.
Not Applicable
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Item 8. Identification and Classification of Members of the Group.
Not Applicable
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Item 9. Notice of Dissolution of Group.
Not Applicable
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** Includes 112,550 shares owned by family members of Senior Managing Directors
of First Manhattan Co. which are being reported for informational purposes.
First Manhattan Co. disclaims dispositive power as to 710 of such shares and
beneficial ownership as to 111,840 of such shares.
Page 5 of 5 Pages
Item 10. Certifications.
(a) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having such purpose or effect."
(b) The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(c):
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 2004
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(Date)
/s/ Neal K. Stearns
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(Signature)
Neal K. Stearns
Senior Managing Director
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(Name/Title)
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).