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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. 5)
L.B. Foster Co.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
350060109
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(CUSIP Number)
* 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).
Page 1 of 4 Pages
SCHEDULE 13G
CUSIP No. 350060109 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b) X
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3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 5 SOLE VOTING POWER 168,500
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 431,200
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 168,500
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 431,200
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,700
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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The Reporting Person disclaims beneficial ownership of 431,200 shares
owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.96%
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12 TYPE OF REPORTING PERSON*
IA
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Page 2 of 4 Pages
AMENDMENT NO. 5 TO SCHEDULE 13G
CUSIP NO. 350060109
This constitutes Amendment No. 5 to the Schedule 13G of Quaker Capital
Management Corporation filed with the Securities and Exchange Commission on
February 5, 1993 relating to the Common Stock of L.B. Foster Co., as amended by
Amendment No. 1 filed with the Commission on February 10, 1994, Amendment No. 2
filed with the Commission on February 14, 1995, Amendment No. 3 filed with the
Commission on February 15, 1996, and Amendment No. 4 filed with the Commission
on February 11, 1997 (the "Schedule 13G").
Item 4 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Item 4. Ownership
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(a) The Reporting Person, in its capacity as investment
adviser, may be deemed to be the beneficial owner of
431,200 shares of the Common Stock of the Issuer which are
owned by various investment advisory clients of the
Reporting Person in accounts over which the Reporting
Person has discretionary authority. The filing of this
report shall not be construed as an admission that the
Reporting Person is, for purposes of Section 13(d) or 13(g)
of the Act, the beneficial owner of these securities.
Additionally, the Reporting Person and/or its principals
own 168,500 shares of the Common Stock of the Issuer.
(b) The shares covered by this report represent 5.96% of
the Common Stock of the Issuer.
(c) None of the clients of the Reporting Person is known to own
more than 5% of the Common Stock of the Issuer. The
Reporting Person shares voting and dispositive power over
the 431,200 shares owned by its clients and held in
accounts over which it has discretionary authority. The
Reporting Person and/or its principals have sole voting and
dispositive power over the 168,500 shares owned by the
Reporting Person and/or its principals.
Item 6 of the Schedule 13G is hereby amended and restated to read in its
entirety as follows:
Page 3 of 4 Pages
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
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431,200 of the shares with respect to which this report is filed are
owned by a variety of investment advisory clients of the Reporting
Person, which clients are entitled to receive dividends on and the
proceeds from the sale of such shares. No client is known to own
more than 5% of the class.
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.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 12, 1998 By: /s/Mark G. Schoeppner
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Mark G. Schoeppner
President
Page 4 of 4 Pages