SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 20)
Solicitation/Recommendation Statement Under Section 14(d)(4) of the
Securities Exchange Act of 1934
PORTEC RAIL PRODUCTS, INC.
(Name of Subject Company)
PORTEC RAIL PRODUCTS, INC.
(Name of Person Filing Statement)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
736212 10 1
(CUSIP Number of Class of Securities)
Richard J. Jarosinski
President and Chief Executive Officer
Portec Rail Products, Inc.
900 Old Freeport Road
Pittsburgh, Pennsylvania 15238-8250
(412) 782-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
With copies to:
Alan Schick, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Ave., NW
Suite 780
Washington, D.C. 20015
(202) 274-2000
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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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This Amendment No. 20 (this Amendment No. 20) to the Solicitation/Recommendation Statement
on Schedule 14D-9 originally filed with the SEC on February 26, 2010 by Portec Rail Products, Inc.,
a West Virginia corporation (Portec), and subsequently amended and restated in its entirety and
filed with the SEC on May 18, 2010 (as previously amended and restated and as hereby amended, the
Statement), hereby amends and supplements Item 8 and Item 9 of the Statement.
The Statement relates to a tender offer (the Offer) by Foster Thomas Company (Purchaser),
a West Virginia corporation and a wholly-owned subsidiary of L. B. Foster Company (Foster), a
Pennsylvania corporation, to purchase all of the outstanding shares of common stock, $1.00 par
value per share, of Portec, commenced pursuant to an Agreement and Plan of Merger, dated as of
February 16, 2010, by and among Portec, Foster and Purchaser (as amended, the Merger Agreement),
and the subsequent merger of Purchaser with and into Portec, with Portec surviving as a
wholly-owned subsidiary of Foster (the Merger and together with the Offer, the Contemplated
Transactions).
Except as amended and supplemented by the information expressly set forth in this Amendment
No. 20, the information set forth in the Statement remains unchanged and is hereby incorporated by
reference into this Amendment No. 20.
All capitalized terms used but not specifically defined in this Amendment No. 20 have the
respective meanings ascribed to them in the Statement.
Item 8.
Additional Information.
Item 8 of the Statement is hereby amended and supplemented by adding the following before the
second to last paragraph in the subsection Antitrust Compliance:
On December 14, 2010, Portec and Foster entered into a Consent Decree and Hold
Separate Stipulation with the Antitrust Division permitting, upon judicial approval,
Purchasers acquisition of Portec and requiring the sale of the Joint Business
Assets. The DOJ filed a copy of the Consent Decree and Hold Separate
Stipulation, along with related papers, in the United States District Court for the
District of Columbia on December 14, 2010.
The foregoing discussion is a summary of the Consent Decree and Hold Separate
Stipulation, does not purport to be complete, and is qualified in its entirety by
the Consent Decree and Hold Separate Stipulation. A copy of the Consent Decree and
Hold Separate Stipulation is included as Exhibit (e)(8) to this Schedule 14D-9, and
is incorporated herein by reference. A joint press release, dated December 14,
2010, issued by Portec and Foster announcing the filing of the Consent Decree and
Hold Separate Stipulation, is included as Exhibit (a)(5)(L) to this Schedule 14D-9,
and is incorporated herein by reference.