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OMB APPROVAL |
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OMB Number:
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3235-0145
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Expires:
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February 28, 2009
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Estimated average burden
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
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L.B. FOSTER COMPANY
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| (Name of Issuer)
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Common Stock
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| (Title of Class of Securities)
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350060109
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| (CUSIP Number)
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December 31, 2006
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| (Date of Event Which Requires Filing of this Statement
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| |
[ ] |
Rule 13d-1(b) |
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[X] |
Rule 13d-1(c) |
| |
[ ] |
Rule 13d-1(d) |
| * |
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 (“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).
(Continued on following page(s))
Page 1 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keeley Asset Management Corp.; Tax I.D. No.: 36-3160361
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
|
|
|
NUMBER OF
SHARES |
5
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SOLE VOTING POWER
643,895
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
927,500
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
763,495
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
927,500 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,995(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.1%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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| |
(1) |
The percent ownership
calculated is based upon an aggregate of 10,520,245 shares outstanding as of October 24, 2006. |
Page 2 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kamco Performance Limited Partnership; Tax I.D. No.: 36-3645043
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
30,000
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
-0-
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
30,000
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
-0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) |
The percent ownership
calculated is based upon an aggregate of 10,520,245 shares outstanding as of October 24, 2006. |
Page 3 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kamco Limited Partnership No. 1; Tax I.D. No.: 36-3528572
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
20,000
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
-0-
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
20,000
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
-0- |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) |
The percent ownership
calculated is based upon an aggregate of 10,520,245 shares outstanding as of October 24, 2006. |
Page 4 of 11 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keeley Small Cap Value Fund, Inc.; Tax I.D. No.: 36-3872373
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
-0-
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
927,500
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
-0-
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
927,500 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,500(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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(1) |
The percent ownership
calculated is based upon an aggregate of 10,520,245 shares outstanding as of October 24, 2006. |
Page 5 of 11 Pages
| Item 1(a). |
Name
of Issuer: |
| Item 1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
415
Holiday Drive
Pittsburgh, Pennsylvania 15220 |
| Item 2(a). |
Name
of Person Filing: |
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The
persons filing this Schedule 13G are: |
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(i) |
Keeley
Asset Management Corp. |
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(ii) |
Kamco
Performance Limited Partnership |
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(iii) |
Kamco
Limited Partnership No. 1 |
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(iv) |
Keeley
Small Cap Value Fund, Inc. |
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: |
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(i)-(iv) |
401
South LaSalle Street
Chicago, Illinois 60605 |
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(i) |
Keeley
Asset Management Corp. is an Illinois corporation. |
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(ii) |
Kamco
Performance Limited Partnership is an Illinois limited partnership. |
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(iii) |
Kamco
Limited Partnership No. 1 is an Illinois limited partnership. |
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(iv) |
Keeley
Small Cap Value Fund, Inc. is a Maryland corporation. |
| Item 2(d). |
Title
of Class of Securities: |
Page 6 of 11 Pages
| Item 3. |
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a: Not Applicable |
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[_] |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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[_] |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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[_] |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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[_] |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
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[_] |
An
investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). |
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[_] |
An
employee benefit plan or endowment fund in accordance with section
240.13d-1(b)(1)(ii)(F). |
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[_] |
A
parent holding company or control person in accordance with section
240.13d-1(b)(1)(ii)(G). |
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[_] |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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[_] |
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
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[_] |
Group,
in accordance with section 240.13d-1(b)(1)(ii)(J). |
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Keeley
Asset Management Corp. |
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(a) |
Amount
Beneficially Owned: 1,690,995* |
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(b) |
Percent
of Class: 16.1% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 643,895 |
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(ii) |
shared
power to vote or to direct the vote: 927,500 |
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(iii) |
sole
power to dispose or to direct the disposition of: 763,495 |
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(iv) |
shared
power to dispose or to direct the disposition of: 927,500 |
| * |
Keeley
Asset Management Corp. and Keeley Small Cap Value Fund, Inc. share beneficial ownership
over the same 927,500 shares. |
Page 7 of 11 Pages
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Kamco
Performance Limited Partnership |
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(a) |
Amount
Beneficially Owned: 30,000 |
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(b) |
Percent
of Class: 0.3% |
| |
(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 30,000 |
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(ii) |
shared
power to vote or to direct the vote: -0- |
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(iii) |
sole
power to dispose or to direct the disposition of: 30,000 |
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(iv) |
shared
power to dispose or to direct the disposition of: -0- |
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Kamco
Limited Partnership No. 1 |
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(a) |
Amount
Beneficially Owned: 20,000 |
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(b) |
Percent
of Class: 0.2% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: 20,000 |
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(ii) |
shared
power to vote or to direct the vote: -0- |
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(iii) |
sole
power to dispose or to direct the disposition of: 20,000 |
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(iv) |
shared
power to dispose or to direct the disposition of: -0- |
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Keeley
Small Cap Value Fund, Inc. |
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(a) |
Amount
Beneficially Owned: 927,500* |
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(b) |
Percent
of Class: 8.8% |
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(c) |
Number
of shares as to which such person has: |
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(i) |
sole
power to vote or to direct the vote: -0- |
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(ii) |
shared
power to vote or to direct the vote: 927,500 |
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(iii) |
sole
power to dispose or to direct the disposition of: -0- |
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(iv) |
shared
power to dispose or to direct the disposition of: 927,500 |
| * |
Keeley
Asset Management Corp. and Keeley Small Cap Value Fund, Inc. share beneficial ownership
over the same 927,500 shares. |
Page 8 of 11 Pages
| Item 5. |
Ownership
of Five Percent or Less of a Class. |
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company. |
| Item 8. |
Identification
and Classification of Members of the Group. |
| Item 9. |
Notice
of Dissolution of Group. |
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
that purpose of effect.
| |
1. |
Agreement
to file Schedule 13G jointly. |
Page 9 of 11 Pages
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.
Date: February 1, 2007
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KEELEY ASSET MANAGEMENT CORP. |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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KAMCO PERFORMANCE LIMITED PARTNERSHIP |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., General Partner |
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KAMCO LIMITED PARTNERSHIP NO. 1 |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., General Partner |
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KEELEY SMALL CAP VALUE FUND, INC. |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
Page 10 of 11 Pages
EXHIBIT 1
AGREEMENT
dated as of February 1, 2007 by and among Keeley Asset Management Corp., an Illinois
corporation, Kamco Performance Limited Partnership, an Illinois limited partnership, Kamco
Limited Partnership No. 1, an Illinois limited partnership, and Keeley Small Cap Value
Fund, Inc., a Maryland corporation.
WHEREAS,
in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the
“Act”), only one such statement need be filed whenever two or more persons are
required to file a statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such statement is filed on
behalf of each of them.
NOW,
THEREFORE, in consideration of the premises and mutual agreements herein contained, the
parties hereto agree as follows:
Keeley
Asset Management Corp., Kamco Performance Limited Partnership, Kamco Limited Partnership
No. 1, and Keeley Small Cap Value Fund, Inc. hereby agree, in accordance with Rule
13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership
of the Common Stock of L. B. Foster Company, and hereby further agree that said Statement
shall be filed on behalf of Keeley Asset Management Corp., Kamco Performance Limited
Partnership, Kamco Limited Partnership No. 1, and Keeley Small Cap Value Fund, Inc.
Nothing herein shall be deemed to be an admission that the parties hereto, or any of them,
are members of a “group” (within the meaning of Section 13(d) of the Act and the
rules promulgated thereunder) with respect to any securities of L. B. Foster Company.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first written
above.
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KEELEY ASSET MANAGEMENT CORP. |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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KAMCO PERFORMANCE LIMITED PARTNERSHIP |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., General Partner |
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KAMCO LIMITED PARTNERSHIP NO. 1 |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., General Partner |
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KEELEY SMALL CAP VALUE FUND, INC. |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
Page 11 of 11 Pages