SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FINAL AMENDMENT NO. 5
Lexington Precision Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
529529109
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(CUSIP Number)
Kevin J. Madigan
CS Manager Corporation
844 Moraga Drive
Los Angeles, California 90049
(310) 440-1817
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(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
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(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 [ ].
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CUSIP NO. 529529109
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1. Name of Reporting Person
FOREMAN ASSOCIATES, a California limited partnership
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) .
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6. Citizenship or Place of Organization
California
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[C] [C] [C]
Number of 7. Sole Voting Power
Shares -0-
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Beneficially 8. Shared Voting Power
Owned by -0-
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Each Reporting 9. Sole Dispositive Power
Person with -0-
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10. Shared Dispositive Power
-0-
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) .
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13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person (See Instructions)
PN
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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.
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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
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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
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Relationships with Respect to Securities of the
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Issuer.
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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,
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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.)
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SIGNATURE
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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
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Kevin J. Madigan
