-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJ8ryg3Tob/H1MNofmbfK2j0a67MkeCRe+bG30mq9lEOH2pKolSR9TV7EP3hbJek vfw+ZblUrK/LBpDxI1Hzmw== 0000901309-00-000074.txt : 20000207 0000901309-00-000074.hdr.sgml : 20000207 ACCESSION NUMBER: 0000901309-00-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON PRECISION CORP CENTRAL INDEX KEY: 0000012570 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 221830121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03252 FILM NUMBER: 523785 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 29TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123194657 MAIL ADDRESS: STREET 1: 30195 CHAGRIN BLVD STREET 2: SUITE 208W CITY: CLEVELAND STATE: OH ZIP: 44124-5755 FORMER COMPANY: FORMER CONFORMED NAME: BLASIUS INDUSTRIES INC DATE OF NAME CHANGE: 19890116 8-K 1 CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2000 Lexington Precision Corporation - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-3252 22-1830121 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 767 Third Avenue, New York, NY 10017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 319-4657 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 27, 2000, January 31, 2000 and February 1, 2000, respectively, Lexington Precision Corporation issued three press releases, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Exhibit 99.1 Press release dated January 27, 2000. Exhibit 99.2 Press release dated January 31, 2000. Exhibit 99.3 Press release dated February 1, 2000. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 3, 2000 LEXINGTON PRECISION CORPORATION By: /s/Michael A. Lubin --------------------------------------- Michael A. Lubin Chairman of the Board EXHIBIT INDEX Exhibit Number Exhibit Name Location ------- ------------ -------- 99.1 Press release dated January 27, 2000. Filed herewith. 99.2 Press release dated January 31, 2000. Filed herewith. 99.3 Press release dated February 1, 2000. Filed herewith. -4- EX-99 2 EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE LEXINGTON PRECISION EXTENDS CONSENT SOLICITATION NEW YORK, January 27, 2000 - Lexington Precision Corporation announced today that it has extended the expiration of its consent solicitation with respect to its 12 3/4% Senior Subordinated Notes due February 1, 2000, to 5:00 p.m., New York City time, on January 31, 2000, unless further extended. Lexington Precision Corporation manufactures precision rubber and metal components, which are used primarily by manufacturers of automobiles, automotive replacement parts, medical devices, and industrial equipment. Contact: Warren Delano (212) 319-4657 -5- EX-99 3 EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 FOR IMMEDIATE RELEASE LEXINGTON PRECISION EXTENDS CONSENT SOLICITATION NEW YORK, January 31, 2000 - Lexington Precision Corporation (OTC: LEXP) announced today that it is extending the expiration of its consent solicitation with respect to its 12 3/4% senior subordinated notes to 5:00 p.m., New York City time, on February 15, 2000, unless further extended. The company is also amending the terms of the consent solicitation to seek a waiver of the event of default that would arise if the company does not pay the senior subordinated notes at maturity on February 1, 2000. Lexington Precision Corporation manufactures precision rubber and metal components, which are used primarily by manufacturers of automobiles, automotive replacement parts, medical devices, and industrial equipment. Contact: Warren Delano (212) 319-4657 EX-99 4 EXHIBIT 99.3 PRESS RELEASE Exhibit 99.3 FOR IMMEDIATE RELEASE LEXINGTON PRECISION'S SENIOR SUBORDINATED NOTES MATURE; COMPANY CONTINUES CONSENT SOLICITATION NEW YORK, February 1, 2000 - Lexington Precision Corporation (OTC: LEXP) announced today that it did not pay the $27,412,125 principal balance of its 12 3/4% senior subordinated notes, which matured today. Additionally, the company announced that it did not pay interest of $1,747,523, which was accrued on the notes for the period August 1, 1999, through January 31, 2000, and which was due today. The company remains current on all principal and interest payments related to all of its other indebtedness, which totals approximately $67,871,000. The company has been soliciting consents from holders of the senior subordinated notes to extend the maturity of the notes to February 1, 2003, but, to date, the company has not received sufficient consents to effect the extension. If sufficient consents are obtained, the company would make the February 1, 2000, interest payment and would pay consenting noteholders a fee equal of 1% of the principal amount of their notes. Additionally, if sufficient consents are obtained, the interest rate on the senior subordinated notes would be increased to 13 1/2% for the period from February 1, 2000, to January 31, 2001; 15 1/2% for the period from February 1, 2001, to July 31, 2001; 16% for the period from August 1, 2001, to January 31, 2002; 17% for the period from February 1, 2002, to July 31, 2002; and 18% for the period from August 1, 2002, to January 31, 2003. Yesterday, the company extended the expiration date of the consent solicitation from January 31, 2000, to February 15, 2000. The company is also amending the terms of the consent solicitation to seek waivers of the event of default that occurred when the company did not pay the principal balance of the senior subordinated notes at maturity. Holders of the defaulted senior subordinated notes are entitled, but not obligated, to assert remedies against the company. If any such actions were taken, the company might be required to consider or pursue various alternatives, including seeking relief from creditors under the Federal bankruptcy code. The company also announced today that it has reached agreements with all of its secured and unsecured lenders, other than the holders of the senior subordinated notes, that will allow it to operate its business without interruption, notwithstanding the defaults on the senior subordinated notes. The company's senior secured bank lenders, Congress Financial Corporation, The CIT Group/Equipment Finance, Inc., and Bank One, NA, and the holders of its 10 1/2% senior unsecured note and its 14% junior subordinated notes agreed to waive, for a three-month period, any defaults that may occur on their indebtedness as a result of non-payment of interest or principal on the senior subordinated notes and the junior subordinated notes. The holder of the company's 12% secured term note agreed to extend the maturity date of that note Lexington Precision Corporation February 1, 2000 Page 2 from January 31, 2000, to April 30, 2000, and the holder of the 10 1/2% senior unsecured note agreed to extend the maturity date of that note from February 1, 2000, to May 1, 2000. The holders of the 14% junior subordinated notes agreed to defer the interest payments due them on February 1, 2000, until May 1, 2000, or earlier if the company receives sufficient consents to amend the senior subordinated notes. All interest rates remain at the contract rates specified in the existing loan agreements. Finally, the company announced that, earlier today, Michael A. Lubin and Warren Delano, who are Chairman of the Board and President of the company, respectively, converted their holdings of 14% junior subordinated convertible notes into common stock. The aggregate principal amount of notes converted was $1,000,000. The company issued 440,000 shares of common stock, par value $.25, at a conversion rate of $2.2727 per share. Lexington Precision Corporation manufactures precision rubber and metal components, which are used primarily by manufacturers of automobiles, automotive replacement parts, medical devices, and industrial equipment. Contact: Warren Delano (212) 319-4657 -----END PRIVACY-ENHANCED MESSAGE-----