-----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, RxEf8TWJ5a2UcnD3pPeQRhYT+3/NMDuVz+uKz+aWHJK6fSCLS+pCdNw+IW2ROzJA ajcqOWBhK/ZrBcKOOkebgQ== 0000950152-03-008343.txt : 20030919 0000950152-03-008343.hdr.sgml : 20030919 20030919094109 ACCESSION NUMBER: 0000950152-03-008343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030918 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030919 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: 0814 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03252 FILM NUMBER: 03901951 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 l03118ae8vk.txt LEXINGTON PRECISION CORPORATION 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) September 18, 2003 ------------------ 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 September 18, 2003, Lexington Precision Corporation issued a press release announcing that it is further amending the terms of its exchange offer with respect to its 12 3/4% Senior Subordinated Notes due February 1, 2000, and extending the expiration date from September 30, 2003, to 5:00 p.m., New York City Time, on October 7, 2003, unless further extended. Attached hereto and incorporated by reference herein as Exhibit 99.1 is a copy of the press release announcing the amendment of the terms of the exchange offer and the extension of the expiration date. 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 September 18, 2003 (the "T-3")). Exhibit 4.2 Form of Warrant (incorporated by reference to Exhibit T3E.9 to the T-3). Exhibit 99.1 Press release dated September 18, 2003. Exhibit 99.2 Offering Circular Supplement dated September 18, 2003 (incorporated by reference to Exhibit T3E.1 to the T-3). Exhibit 99.3 Letter of Transmittal (incorporated by reference to Exhibit T3E.5 to the T-3). Exhibit 99.4 Notice of Guaranteed Delivery (incorporated by reference to Exhibit T3E.8 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.10 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.11 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: September 18, 2003 LEXINGTON PRECISION CORPORATION By: /s/ Warren Delano ----------------------------------------- Warren Delano President - 3 - EXHIBIT INDEX Exhibit Number Exhibit Name ------ ------------ 99.1 Press release dated September 18, 2003 - 4 - EX-99.1 3 l03118aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 LEXINGTON PRECISION CORPORATION 767 THIRD AVENUE NEW YORK, NY 10017 FOR IMMEDIATE RELEASE LEXINGTON PRECISION AMENDS EXCHANGE OFFER FOR SENIOR SUBORDINATED NOTES NEW YORK, September 18, 2003 - Lexington Precision Corporation (OTC: LEXP) announced today that it has further amended its exchange offer to holders of record, as of July 1, 2002, of its 12 3/4% Senior Subordinated Notes (the "Old Notes"), and extended the expiration date of the amended exchange offer from September 30, 2003, to 5:00 p.m., New York City Time, on October 7, 2003. The company will shortly be distributing an offering circular supplement (the "Supplement") setting forth in detail the terms of the amended exchange offer. The following are the principal changes to the terms of the exchange offer being effected pursuant to the Supplement: 1. The interest rate on the new senior subordinated notes (the "New Notes"), to be issued in the exchange offer has been increased to 12% from 11 1/2%. 2. The maturity date of the New Notes has been extended to August 1, 2009; previously, the maturity date of the New Notes was to be August 1, 2007. 3. The expiration date of the common stock purchase warrants (the "Warrants") to be issued pursuant to the exchange offer has been extended to August 1, 2009, from August 1, 2007, and the date upon which the Warrants become exercisable and detachable from the New Notes has been extended to August 1, 2005, from January 1, 2004. 4. The participation fee has been eliminated; previously, each tendering holder was to receive a participation fee equal to 3% of the principal amount of Old Notes tendered and not withdrawn. The amended exchange offer is a component of a comprehensive financial restructuring plan that would also involve a refinancing of the company's senior secured credit facilities, the repurchase, at a discount, of the company's 10 1/2% Senior Note, an extension of the principal amount of the company's 14% Junior Subordinated Notes, and a conversion of the accrued interest on the 14% Junior Subordinated Notes to common stock. The completion of the amended exchange offer will be subject to a number of conditions precedent, including the refinancing or retirement of all of the company's debt, other than the Old Notes, on terms satisfactory to the company. The company decided to amend the exchange offer in order to enhance the likelihood of its completing a refinancing of its senior, secured debt on satisfactory terms. Lexington Precision Corporation September 18, 2003 Page 2 Under the terms of the amended exchange offer, tendering holders of Old Notes will receive New Notes in a principal amount equal to the sum of the principal amount of Old Notes tendered plus the accrued interest thereon for the period August 1, 1999, through the day before the date the amended exchange offer is consummated. If the amended exchange offer is consummated on October 10, 2003, the accrued interest would total $534.4375 for each $1,000 principal amount of Old Notes tendered. If all of the Old Notes are tendered, and the exchange offer is completed on October 10, 2003, $14,650,000 of accrued interest will be converted into New Notes. Interest on the New Notes will accrue from the date the amended exchange offer is consummated, and will be payable quarterly on each February 1, May 1, August 1, and November 1, commencing on February 1, 2004. Each $1,000 principal amount of New 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 August 1, 2005, through August 1, 2009. Prior to August 1, 2005, the Warrants will not be detachable from, and will be transferable only as a unit with, the New Notes The amended exchange offer will expire at 5:00 p.m., New York City Time, on October 7, 2003, unless extended by the company. The completion of the amended exchange offer is subject to the condition that at least 99% of the aggregate principal amount of the Old Notes is tendered for exchange and not withdrawn. As of September 18, 2003, $27,209,000 principal amount of Old Notes, or 99.3% of the amount outstanding, had been tendered. If the exchange offer is completed, the company does not presently intend to pay principal or accrued interest in respect of untendered Old Notes. The company has discussed the amendment to the exchange offer with representatives of the four largest holders of the Old Notes, who have indicated their intention to continue to participate in the exchange offer, as amended. The four largest holders control, in the aggregate, $20,490,000 principal amount of the Old Notes, or 74.7% of the $27,412,000 outstanding. Holders who have tendered their Old Notes and wish to participate in the amended exchange offer do not need to take any further action. Holders who have not tendered their Old Notes but wish to participate in the amended exchange offer should follow the directions for tendering notes set forth in the Supplement. Holders who have tendered their Old Notes but do not wish to participate in the amended exchange offer should follow the directions for withdrawing tendered notes set forth in the Supplement. 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-----