-----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, UTU+HGkp4lPUH3edKI5p9tQUt5W6Vwt9lMsclPINWI43kOZFHfnPPjUOyRTkI1ls 22sH54z81d988ML/FPiQBA== 0000901309-01-500073.txt : 20010807 0000901309-01-500073.hdr.sgml : 20010807 ACCESSION NUMBER: 0000901309-01-500073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010806 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: 1934 Act SEC FILE NUMBER: 000-03252 FILM NUMBER: 1698735 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 form8k_aug62001.txt CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) 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) August 6, 2001 -------------- 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 August 6, 2001, Lexington Precision Corporation filed an application for qualification of a new indenture on Form T-3 with the Securities and Exchange Commission and issued a press release announcing the commencement of an exchange offer with respect to its 12 3/4% Senior Subordinated Notes due February 1, 2000. The exchange offer will expire on September 4, 2001, unless otherwise extended by the registrant. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of the press release announcing the commencement of the exchange offer.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS Exhibit 4.1 Form of Indenture between Lexington Precision Corporation and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit T3C to the registrant's Form T-3 filed with the Securities and Exchange Commission on August 6, 2001 (the "T-3"). Exhibit 4.2 Form of Warrant (incorporated by reference to Exhibit T3E.4 to the T-3). Exhibit 99.1 Press release dated August 6, 2001. Exhibit 99.2 Offering Circular dated August 6, 2001 (incorporated by reference to Exhibit T3E.1 to the T-3). Exhibit 99.3 Letter of Transmittal (incorporated by reference to Exhibit T3E.2 to the T-3). Exhibit 99.4 Notice of Guaranteed Delivery (incorporated by reference to Exhibit T3E.3 to the T-3). Exhibit 99.5 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (incorporated by reference to Exhibit T3E.6 to the T-3). Exhibit 99.6 Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit T3E.7 to the T-3).
-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: August 6, 2001 LEXINGTON PRECISION CORPORATION By: /S/ MICHAEL A. LUBIN ------------------------------------ Michael A. Lubin Chairman of the Board -3-
EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT NAME LOCATION 4.1 Form of Indenture between Lexington Precision Corporation and Incorporated by reference to Wilmington Trust Company, as Trustee Exhibit T3C to the T-3 4.2 Form of Warrant Incorporated by reference to Exhibit T3E.4 to the T-3 99.1 Press release dated August 6, 2001 Filed herewith 99.2 Offering Circular dated August 6, 2001 Incorporated by reference to Exhibit T3E.1 to the T-3 99.3 Letter of Transmittal Incorporated by reference to Exhibit T3E.2 to the T-3 99.4 Notice of Guaranteed Delivery Incorporated by reference to Exhibit T3E.3 to the T-3 99.5 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Incorporated by reference to Companies, and Other Nominees Exhibit T3E.6 to the T-3 99.6 Form of Letter to Clients for Use by Brokers, Dealers, Incorporated by reference to Commercial Banks, Trust Companies, and Other Nominees Exhibit T3E.7 to the T-3
-4- EX-99 3 exh99_pressrelease.txt EXHIBIT 99.1 - PRESS RELEASE DATED AUGUST 6, 2001 EXHIBIT 99.1 FOR IMMEDIATE RELEASE LEXINGTON PRECISION COMMENCES EXCHANGE OFFER FOR SENIOR 12 3/4% SUBORDINATED NOTES NEW YORK, August 6, 2001 - Lexington Precision Corporation (LEXP - OTC) announced today that it has commenced an offer to registered holders, as of August 2, 2001, of its 12 3/4% Senior Subordinated Notes, which matured on February 1, 2000 (the "Old Notes"), to exchange new Increasing Rate Senior Subordinated Notes (the "New Notes") for the Old Notes. The exchange offer, which commenced today, will expire at 12 midnight, New York City time, on September 4, 2001, unless extended by the company. The outstanding principal balance of the Old Notes is $27,412,000. Interest on the Old Notes has not been paid since August 1, 1999. The New Notes would mature on December 31, 2004, and pay interest quarterly, on each March 31, June 30, September 30, and December 31, at the rate of 14% per annum for the period from the date the exchange offer is consummated to December 31, 2001, and 15% per annum thereafter. The New Notes would have financial covenants that are more restrictive than the financial covenants in the Old Notes. Pursuant to the exchange offer, the company would issue additional New Notes in satisfaction of accrued and unpaid interest on tendered Old Notes for the period from August 1, 1999, through the day before the date the exchange offer is consummated. Each tendering holder will receive, for each $1,000 principal amount of Old Notes that the holder tenders in the exchange offer: a cash participation fee of $30, warrants to purchase 5.45 shares of the company's common stock, and New Notes in a principal amount equal to the sum of $1,000 plus the accrued interest on that holder's Old Notes from August 1, 1999, through the day before the date the exchange offer is consummated. The participation fee will be paid to the tendering holder in three equal installments: one-third on the date the exchange offer is consummated; one-third on September 30, 2001; and one-third on December 31. 2001. Each warrant will entitle the holder to purchase one share of common stock at a price of $2.273 per share on or prior to December 31, 2004. If all of the Old Notes are tendered for exchange, the company would issue warrants to purchase 149,396 shares of common stock; there are currently 4,828,036 shares of common stock outstanding. -1- The exchange offer is subject to, among other things, the valid tender in the exchange offer of not less than 99% of the Old Notes. The terms of the New Notes and the exchange offer are the result of negotiations with the four largest holders of the Old Notes, who hold, in the aggregate, 74.7% of the outstanding Old Notes. Each of these holders has advised the company that it will tender its Old Notes in the exchange offer. The company's ability to complete the exchange offer is also contingent upon its ability to (1) reach agreement with the holder of its senior, unsecured note on an extension of the maturity date of that note, (2) reach agreement with certain of its trade creditors on extensions of certain of its past-due accounts payable, and (3) reach agreement with its senior, secured lenders on amendments to the terms of its financing arrangements, or negotiate senior secured financing arrangements with other lenders, that provide the company with adequate financing to operate its business and meet its rescheduled debt payments. Although the company is holding discussions with these various creditors, there can be no assurance that it will be successful. If the minimum required tenders are obtained and the exchange offer is consummated, the company will pay holders of Old Notes who do not tender their Old Notes in the exchange offer the full principal of and accrued interest on their Old Notes. The maximum amount that can be paid to holders who do not tender is $274,000 plus accrued interest thereon. Wilmington Trust Company is acting as the tabulating agent, depositary and exchange agent for the exchange offer. Holders who wish to tender their Old Notes may do so using The Depository Trust Company's automated tender offer program ("ATOP") procedures. Instructions regarding use of the ATOP procedures as well as the detailed terms and conditions of the exchange offer are set forth in the offering circular, which will be distributed to the holders of the Old Notes within the next several days. The company has the right to extend, amend, or terminate the exchange offer. Lexington Precision Corporation manufactures rubber and metal components that are used primarily by manufacturers of automobiles, automotive replacement parts, and medical devices. Contact: Warren Delano, President (212) 319-4657 -2- -----END PRIVACY-ENHANCED MESSAGE-----