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22NW Fund

Filed: 1 Feb 22, 4:15pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

L.B. Foster Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

350060109

(CUSIP Number)

Aron R. English

22NW, LP

1455 NW Leary Way, Suite 400

Seattle, Washington 98107

(206) 227-3078

 

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 27, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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

 1 NAME OF REPORTING PERSON 
     
    22NW Fund, LP 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    WC 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    DELAWARE 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,023,235 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,023,235 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,023,235 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    9.4% 
 14 TYPE OF REPORTING PERSON 
     
    PN 

  

2

CUSIP No. 350060109

 1 NAME OF REPORTING PERSON 
     
    22NW, LP 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    OO 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    DELAWARE 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,023,235 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,023,235 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,023,235 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    9.4% 
 14 TYPE OF REPORTING PERSON 
     
    PN 

  

3

CUSIP No. 350060109

 

 1 NAME OF REPORTING PERSON 
     
    22NW Fund GP, LLC 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    OO 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    DELAWARE 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,023,235 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,023,235 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,023,235 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    9.4% 
 14 TYPE OF REPORTING PERSON 
     
    OO 

  

4

CUSIP No. 350060109

 

 1 NAME OF REPORTING PERSON 
     
    22NW GP, Inc. 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    OO 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    DELAWARE 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,023,235 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,023,235 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,023,235 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    9.4% 
 14 TYPE OF REPORTING PERSON 
     
    CO 

  

5

CUSIP No. 350060109

 

 1 NAME OF REPORTING PERSON 
     
    Aron R. English 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    OO, PF 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    USA 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,024,140 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,024,140 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,024,140 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    9.5% 
 14 TYPE OF REPORTING PERSON 
     
    IN 

  

6

CUSIP No. 350060109

 

 1 NAME OF REPORTING PERSON 
     
    Bryson O. Hirai-Hadley 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    PF 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    USA 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    991 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     991 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    991 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    Less than 1% 
 14 TYPE OF REPORTING PERSON 
     
    IN 

  

7

CUSIP No. 350060109

 

 1 NAME OF REPORTING PERSON 
     
    Alexander B. Jones 
 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) ☒
    (b) ☐
      
 3 SEC USE ONLY  
      
      
 4 SOURCE OF FUNDS 
     
    PF 
 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)    ☐
    
      
 6 CITIZENSHIP OR PLACE OF ORGANIZATION 
     
    USA 
NUMBER OF 7 SOLE VOTING POWER 
SHARES     
BENEFICIALLY    1,075 
OWNED BY 8 SHARED VOTING POWER 
EACH     
REPORTING    - 0 - 
PERSON WITH 9 SOLE DISPOSITIVE POWER 
     
     1,075 
  10 SHARED DISPOSITIVE POWER 
      
     - 0 - 
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     
    1,075 
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
    
      
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 
     
    Less than 1% 
 14 TYPE OF REPORTING PERSON 
     
    IN 

  

8

CUSIP No. 350060109

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Prior to filing the Schedule 13D, certain of the Reporting Persons (defined below) had relied on Rule 13d-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides that a Schedule 13G shall be filed within 45 days after the end of the calendar year in which the person became obligated under Rule 13d-1(b) to report the person's beneficial ownership as of the last day of the calendar year. The Reporting Persons became obligated to file the Schedule 13D upon a change of their investment intent as of the date noted on the cover page hereto and as set forth more specifically under Item 4 below.

Item 1.Security and Issuer.

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), of L.B. Foster Company, a Pennsylvania corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 415 Holiday Drive, Suite 100, Pittsburgh, Pennsylvania 15220.

Item 2.Identity and Background.
(a)This statement is filed by:
(i)22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), with respect to the Shares directly and beneficially owned by it;
(ii)22NW, LP, a Delaware limited partnership (“22NW”), as the investment manager of 22NW Fund;
(iii)22NW Fund GP, LLC, a Delaware limited liability company (“22NW GP”), as the general partner of 22NW Fund;
(iv)22NW GP, Inc., a Delaware S Corporation (“22NW Inc.”), as the general partner of 22NW;
(v)Aron R. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc.;
(vi)Bryson O. Hirai-Hadley; and
(vii)Alexander B. Jones.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of the Reporting Persons is 1455 NW Leary Way, Suite 400, Seattle, Washington 98107.

(c)       The principal business of 22NW Fund is investing in securities. The principal business of 22NW is serving as the investment manager of 22NW Fund. The principal business of 22NW GP is serving as the general partner of 22NW Fund. The principal business of 22NW Inc. is serving as the general partner of 22NW. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc. Messrs. Hirai-Hadley and Jones are Research Analysts at 22NW.

9

CUSIP No. 350060109

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       22NW Fund, 22NW, 22NW GP and 22NW Inc. are organized under the laws of the State of Delaware. Messrs. English, Hirai-Hadley and Jones are citizens of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by 22NW Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,023,235 Shares beneficially owned by 22NW Fund is approximately $14,694,802, excluding brokerage commissions.

The Shares directly owned by Mr. English were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 905 Shares directly owned by Mr. English is approximately $10,000, excluding brokerage commissions.

The Shares directly owned by Mr. Hirai-Hadley were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 991 Shares directly owned by Mr. Hirai-Hadley is approximately $15,195, excluding brokerage commissions.

The Shares directly owned by Mr. Jones were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,075 Shares directly owned by Mr. Jones is approximately $16,828, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer’s management team and Board of Directors (the “Board”) regarding means to enhance stockholder value and improve the Issuer’s corporate governance.

10

CUSIP No. 350060109

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and to communicate with the Issuer’s management and Board about a broad range of operational and strategic matters. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 10,834,105 Shares outstanding as of October 27, 2021, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2021.

As of the date hereof, 22NW Fund directly beneficially owned 1,023,235 Shares, constituting approximately 9.4% of the Shares outstanding.

As of the date hereof, Mr. English directly beneficially owned 905 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, Mr. Hirai-Hadley directly beneficially owned 991 Shares, constituting less than 1% of the Shares outstanding.

As of the date hereof, Mr. Jones directly beneficially owned 1,075 Shares, constituting less than 1% of the Shares outstanding.

22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 1,023,235 Shares owned by 22NW Fund, constituting approximately 9.4% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 1,023,235 Shares owned by 22NW Fund, constituting approximately 9.4% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 1,023,235 Shares owned by 22NW Fund, constituting approximately 9.4% of the Shares outstanding. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 1,023,235 Shares owned by 22NW Fund, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,024,140, constituting approximately 9.5% of the Shares outstanding.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 1,026,206 Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.

11

CUSIP No. 350060109

(b)       By virtue of their respective positions with 22NW Fund, each of 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to have sole power to vote and dispose of the Shares directly beneficially owned by 22NW Fund.

Mr. English has the sole power to vote and dispose of the Shares directly beneficially owned by him.

Mr. Hirai-Hadley has the sole power to vote and dispose of the Shares directly beneficially owned by him.

Mr. Jones has the sole power to vote and dispose of the Shares directly beneficially owned by him.

(c)       The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On February 1, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement, dated February 1, 2022.

12

CUSIP No. 350060109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2022

 

 22NW FUND, LP
  
 By:22NW Fund GP, LLC
General Partner
  
 By:

/s/ Aron R. English

  Name:Aron R. English
  Title:Manager

 

 

 22NW, LP
  
 By:22NW GP, Inc.
General Partner
  
 By:

/s/ Aron R. English

  Name:Aron R. English
  Title:President and Sole Shareholder

 

 

 22NW FUND GP, LLC
  
 By:

/s/ Aron R. English

  Name:Aron R. English
  Title:Manager

 

 

 22NW GP, INC.
  
 By:

/s/ Aron R. English

  Name:Aron R. English
  Title:President and Sole Shareholder

 

 

 

/s/ Aron R. English

 ARON R. ENGLISH

 

 

 

/s/ Bryson O. Hirai-Hadley

 BRYSON O. HIRAI-HADLEY

 

 

 

/s/ Alexander B. Jones

 ALEXANDER B. JONES

13

CUSIP No. 350060109

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty (60) Days

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

22NW FUND, LP

 

Purchase of Common Stock36,78512.961912/21/2021
Purchase of Common Stock78812.950012/21/2021
Purchase of Common Stock18,50012.983212/22/2021
Purchase of Common Stock5,25013.598112/31/2021

 

BRYSON O. HIRAI-HADLEY

 

Purchase of Common Stock10013.290012/22/2021
Purchase of Common Stock9213.300012/22/2021

 

ALEXANDER B. JONES

 

Purchase of Common Stock10014.800012/09/2021
Purchase of Common Stock17513.000012/20/2021