0000906416-95-000035.txt : 19950925 0000906416-95-000035.hdr.sgml : 19950925 ACCESSION NUMBER: 0000906416-95-000035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950921 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06088 FILM NUMBER: 95575114 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOREMAN ASSOCIATES CENTRAL INDEX KEY: 0000940561 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954048269 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 844 MORAGA DRIVE STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90049 MAIL ADDRESS: STREET 1: 844 MORAGA DRIVE STREET 2: SUITE 210 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FINAL AMENDMENT NO. 5 Lexington Precision Corporation ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 529529109 ----------------------------------------- (CUSIP Number) Kevin J. Madigan CS Manager Corporation 844 Moraga Drive Los Angeles, California 90049 (310) 440-1817 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Peter G. Smith, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3235 August 21, 1994 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. CUSIP NO. 529529109 --------- ------------------------------------------------------------- 1. Name of Reporting Person FOREMAN ASSOCIATES, a California limited partnership ------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] ------------------------------------------------------------- 3. SEC Use Only ------------------------------------------------------------- 4. Source of Funds (See Instructions) WC ------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) . ------ ------------------------------------------------------------- 6. Citizenship or Place of Organization California ------------------------------------------------------------- [C] [C] [C] Number of 7. Sole Voting Power Shares -0- ------------------------- Beneficially 8. Shared Voting Power Owned by -0- ------------------------- Each Reporting 9. Sole Dispositive Power Person with -0- ------------------------- 10. Shared Dispositive Power -0- ------------------------- ------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person -0- ------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) . ------ ------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% 14. Type of Reporting Person (See Instructions) PN ------------------------------------------------------------- This Statement amends Items 5, 6 and 7 of the Schedule 13D of Foreman Associates (the "Reporting Person"), dated February 8, 1990, as previously amended (the "Schedule 13D"). Capitalized terms not otherwise defined herein have the same meanings as in such Schedule 13D and in the exhibits thereto. Item 5. Interest in Securities of the Issuer. ------ ------------------------------------ Item 5 is hereby amended as follows: (a) As of the date of this filing, the Reporting Person has no beneficial interest in any securities of the issuer. (b) Not applicable. (c) Within the last 60 days from the date of this filing, the Reporting Person disposed of a total of 215,672 shares of Common Stock in two transactions. On August 21, 1995, the Reporting Person sold 100,000 shares, in a privately negotiated transaction, at a price of $2.50 per share, or a total of $250,000. On August 29, 1995, the Reporting Person sold 115,672 shares in a privately negotiated transaction at a price of $2.50 per share, or a total of $289,180. Prior to that period and since the most recent amendment to the Schedule 13D, 6,175 shares of Common Stock were distributed on February 28, 1994, 60,035 shares of Common Stock were distributed on November 9, 1994, and 66,594 shares of Common Stock were distributed on March 21, 1995, in each case to one or more limited partners of the Reporting Person. Such distributions were effected in furtherance of the Stipulation, which, as previously reported by amendment to the Schedule 13D and exhibit(s) thereto, contemplated, among other things, that certain entities would withdraw from Other Settling Partnerships, including the Reporting Person, and receive distributions of their allocable share of the assets of such partnerships. (d) Not applicable. (e) Effective upon the completion of the Reporting Person's August 21, 1995 sale of 100,000 shares, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Common Stock of Lexington Precision Corporation. Item 6. Contracts, Arrangements, Understandings or ------ ------------------------------------------ Relationships with Respect to Securities of the ----------------------------------------------- Issuer. ------ As discussed above in Item 5, certain distributions by the Reporting Person and other entities were effected in furtherance of the Stipulation. (Aspects of such process are dealt with in, among other things, a Redemption Agreement, dated as of October 13, 1994, by and among various entities including the Reporting Person, which, however, does not provide for material ongoing obligations in respect of the Common Stock.) 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. Dated: September 18, 1995 FOREMAN ASSOCIATES By: CS MANAGER CORPORATION General Partner By: /s/ Kevin J. Madigan --------------------------- Kevin J. Madigan