22NW Fund Amends L.B. Foster Stake, Signals Ongoing Activism

TL;DR

**Activist investor 22NW Fund just updated its L.B. Foster stake, watch for potential moves!**

AI Summary

22NW Fund, LP filed an Amendment No. 3 to its Schedule 13D on January 26, 2024, indicating a change in its beneficial ownership of L.B. Foster Company's Common Stock. This amendment updates previous disclosures, with the date of the event requiring this filing being January 25, 2024. This matters to investors because 22NW Fund, LP is an activist investor, and changes in their holdings or intentions can signal potential strategic shifts or ongoing engagement with L.B. Foster Company's management, potentially impacting the stock's future performance.

Why It Matters

This filing indicates that 22NW Fund, LP, an activist investor, is updating its position or intentions regarding L.B. Foster Company, which could lead to further corporate actions or influence on management.

Risk Assessment

Risk Level: medium — Changes in activist investor filings can introduce uncertainty or signal potential future volatility for the stock, depending on the nature of their updated intentions.

Analyst Insight

Investors should monitor future filings from 22NW Fund, LP and L.B. Foster Company for any further details on the nature of 22NW's updated position or any potential strategic changes at L.B. Foster.

Key Players & Entities

• 22NW Fund, LP (company) — the entity filing the SC 13D/A amendment
• L.B. Foster Company (company) — the subject company whose securities are being reported
• Aron R. English (person) — contact person for 22NW, LP
• Ryan Nebel (person) — contact person for Olshan Frome Wolosky LLP, legal counsel
• January 25, 2024 (date) — date of the event requiring the filing

Forward-Looking Statements

• 22NW Fund, LP will continue to engage with L.B. Foster Company's management or board. (22NW Fund, LP) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• sc13da310680013_01262024.htm (SC 13D/A) — 203KB
• 0000921895-24-000142.txt ( ) — 204KB

Identity and Background

Item 2. Identity and Background .

(b) is hereby amended

Item 2(b) is hereby amended and restated to read as follows: The address of the principal office of each of the Reporting Persons is 590 1st Ave. S, Unit C1, Seattle, Washington 98104.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On January 25, 2024, the Reporting Persons entered into a cooperation agreement (the “2024 Cooperation Agreement”) with the Issuer, pursuant to which the board of directors of the Issuer (the “Board”), and all applicable committees thereof, agreed to take all necessary actions to nominate Alexander B. Jones as a candidate for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”), for a term expiring at the Issuer’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Mr. Jones will fill the vacancy created by the retirement of director Dirk Jungé, who cannot stand for re-election at the 2024 Annual Meeting under the terms of the Issuer’s Corporate Governance Guidelines. Pursuant to the 2024 Cooperation Agreement, the Issuer agreed that, during the Standstill Period (as defined below), if elected to the Board, Mr. Jones shall be appointed to at least one of the Board’s committees and he shall be considered along with all other Board members for Board committee assignments in connection with the Board’s annual review of committee composition. Until Mr. Jones’ election to the Board, he will continue to serve in his capacity as a non-voting Board Observer (as defined in Amendment No. 1 to the Schedule 13D) and be entitled to attend, participate in discussions and provide input at any portion of Board meetings and meetings of any Board committee in accordance with the terms of the 2024 Cooperation Agreement. To the extent Mr. Jones is not elected to the Board at the 2024 Annual Meeting, he shall continue to serve as a Board Observer through the expiration of the Standstill Period. Pursuant to the 2024 Cooperation Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the 2024 Cooperation Agreement until the earlier of (i) 30 days pr

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On January 25, 2024, the Reporting Persons and the Issuer entered into the 2024 Cooperation Agreement, as defined and described in Item 4 above. The 2024 Cooperation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Cooperation Agreement, dated January 25, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 26, 2024). 10 CUSIP No. 350060109

SIGNATURES

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: January 26, 2024 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 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR