-----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, UEY6fzOyhezrM/+iEZtpiWU4qfqrUfVbAKEdec+uD2kfOj7qO1ZtP2QTFJVQaDIN JrpQH93pdk1+0TVakliayQ== 0000901309-02-000172.txt : 20020710 0000901309-02-000172.hdr.sgml : 20020710 20020710160444 ACCESSION NUMBER: 0000901309-02-000172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020710 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020710 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: 02700080 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 form8kjul1.txt 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) JULY 10, 2002 ------------ 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 July 10, 2002, 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 August 7, 2002, at 12 midnight, New York City Time, 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 July 10, 2002 (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 July 10, 2002. Exhibit 99.2 Offering Circular dated July 10, 2002 (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: July 10, 2002 LEXINGTON PRECISION CORPORATION By: /s/Michael A. Lubin ---------------------------------------- Michael A. Lubin Chairman of the Board EXHIBIT INDEX ------------- EXHIBIT NUMBER EXHIBIT NAME LOCATION - ------ ------------ -------- 4.1 Form of Indenture between Lexington Incorporated by reference to Precision Corporation and Wilmington Exhibit T3C to the T-3 Trust Company, as Trustee 4.2 Form of Warrant Incorporated by reference to Exhibit T3E.4 to the T-3 99.1 Press release dated July 10, 2002 Filed herewith 99.2 Offering Circular dated July 10, 2002 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, Incorporated by reference to Commercial Banks, Trust Companies, Exhibit T3E.6 to the T-3 and Other Nominees 99.6 Form of Letter to Clients for Use Incorporated by reference to by Brokers, Dealers, Commercial Banks, Exhibit T3E.7 to the T-3 Trust Companies, and Other Nominees EX-99 3 form8kjul1ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 767 Third Ave New York NY 10017 [GRAPHIC OMITTED][GRAPHIC OMITTED] LEXINGTON PRECISION CORPORATION FOR IMMEDIATE RELEASE - --------------------- LEXINGTON PRECISION COMMENCES EXCHANGE OFFER FOR SENIOR SUBORDINATED NOTES NEW YORK, July 10, 2002 - Lexington Precision Corporation (OTC: LEXP) announced today that it has commenced an exchange offer to holders of record of its 12 3/4% Senior Subordinated Notes as of July 1, 2002. The exchange offer will expire at 12:00 midnight on August 7, 2002, unless extended by the company. Under the terms of the exchange offer, tendering holders of the 12 3/4% Senior Subordinated Notes will receive new 11 1/2% Senior Subordinated Notes, due August 1, 2007, in a principal amount equal to the sum of the principal amount of 12 3/4% Senior Subordinated Notes tendered plus the accrued interest thereon for the period August 1, 1999, through April 30, 2002. Accrued interest would total $350.625 for each $1,000 principal amount of 12 3/4% Senior Subordinated Notes tendered. If all of the 12 3/4% Senior Subordinated Notes are tendered, and the exchange offer is completed, $9,611,000 of accrued interest would be converted into new 11 1/2% Senior Subordinated Notes. Interest on the new 11 1/2% Senior Subordinated Notes will accrue from May 1, 2002. Interest for the three-month period ended July 31, 2002, will be paid on the date of issuance of the 11 1/2% Senior Subordinated Notes; thereafter, interest will be payable quarterly on each November 1, February 1, May 1, and August 1. Holders of the 11 1/2% Senior Subordinated Notes will also receive a participation fee equal to $22.20 for each $1,000 principal amount of 11 1/2% Senior Subordinated Notes. The participation fee will be payable in three equal installments on September 30, 2002, December 31, 2002, and March 31, 2003. Each $1,000 principal amount of 11 1/2% Senior Subordinated Notes will be issued with warrants to purchase 10 shares of common stock at a price of $3.50 per share at any time during the period from January 1, 2004, 767 Third Ave New York NY 10017 through August 1, 2007. Prior to January 1, 2004, the warrants will not be detachable from, and will be transferable only as a unit with, the 11 1/2% Senior Subordinated Notes. The new exchange offer is a component of a comprehensive financial restructuring plan that would also involve an extension of the company's 10 1/2% Senior Note and 14% Junior Subordinated Notes and a refinancing of the company's senior, secured credit facilities. The completion of the new exchange offer will be subject to a number of conditions precedent, including the refinancing of the company's other debt on satisfactory terms. The completion of the new exchange offer is also subject to the condition that at least 99% of the aggregate principal amount of the 12 3/4% Senior Subordinated Notes is tendered for exchange and not withdrawn. If the exchange offer is completed, the company does not presently intend to pay principal or accrued interest in respect of untendered 12 3/4% Senior Subordinated Notes. The exchange offer reflects an agreement in principle that the company has reached with the four largest holders of its 12 3/4% Senior Subordinated Notes. The four holders control in the aggregate, $20,490,000 principal amount of the 12 3/4% Senior Subordinated Notes, or 74.7% of the $27,412,000 outstanding. Lexington Precision Corporation manufactures rubber and metal components, which are used primarily by manufacturers of automobiles, automotive replacement parts, and medical devices. Contact: Warren Delano (212) 319-4657 -----END PRIVACY-ENHANCED MESSAGE-----