<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Lexington Precision Corporation
___________________________________
(Name of Issuer)
Common Stock, Par Value $.25
________________________________
(Title and Class of Securities)
529529109
________________________________
(CUSIP Number)
Mr. Warren Delano
Lubin, Delano & Company
767 Third Avenue
New York, New York 10017
(212) 319-4650
______________________________________
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 24, 1996
______________________________________
(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 / /.
<PAGE>
SCHEDULE 13D
CUSIP NO. 529529109 PAGE 2 OF 42 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren Delano
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, PF, 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
1,340,297 (See Item 5)
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
50,000 (See Item 5)
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
1,340,297 (See Item 5)
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
50,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,297 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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SCHEDULE 13D
CUSIP No. 529529109 PAGE 3 OF 42 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Lubin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, PF, 00 (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
1,470,684 (See Item 5)
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
50,000 (See Item 5)
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
1,470,684 (See Item 5)
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
50,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,684 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/x/
Does not include 35,000 shares of Common Stock owned by each
of the Reporting Person's two sons with respect to which the
Reporting Person acts as a custodian under UGMA and disclaims
beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Statement constitutes Amendment No. 15 to the Schedule
13D filed with the Securities and Exchange Commission on behalf
of Warren Delano and Michael A. Lubin, as amended (the "Schedule
13D"), with respect to the common stock, $.25 par value per share
("Common Stock"), of Lexington Precision Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms not otherwise
defined herein shall have the respective meanings ascribed
thereto in the Schedule 13D.
Pursuant to Rule 13d-2(c) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), this amendment restates the
entire text of the Schedule 13D, but previously filed paper
exhibits to such Schedule 13D are not required to be restated,
and, therefore, have been omitted.
Item 1. Security and Issuer.
This Amendment No. 15 to Schedule 13D relates to common
stock, $.25 par value ("Common Stock"), of Lexington Precision
Corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 767 Third Avenue, 29th Floor,
New York, New York 10017-2023.
Item 2. Identity and Background.
The persons filing this Statement are Warren Delano, Jr. and
Michael A. Lubin. Annexed to the Schedule 13D as Exhibit A and
incorporated herein by reference is an agreement between Messrs.
Delano and Lubin, pursuant to Rule 13d-1(f) under the 1934 Act,
that this Statement is to be filed on behalf of each of them.
The business of each of Messrs. Delano and Lubin is c/o
Lubin, Delano & Company, 767 Third Avenue, 29th Floor, New York,
New York 10017. Each of Messrs. Delano and Lubin is a general
partner of Lubin, Delano & Company, an investment banking and
consulting firm, having an office at 767 Third Avenue, 29th
Floor, New York, New York 10017. During the last five years,
neither Mr. Delano nor Mr. Lubin has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which either Mr. Delano or Mr. Lubin, as the case may be, was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Messrs. Delano and Lubin are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Delano's beneficial ownership of 1,340,297 shares of the
Issuer's Common Stock and Mr. Lubin's beneficial ownership of
1,400,684 shares of the Issuer's Common Stock resulted from: (i)
the purchase by L&D Precision Limited Partnership, a New York
limited partnership of which Messrs. Delano and Lubin were
general partners ("Precision"), from the Issuer in a private
placement (the "Private Placement") on February 7, 1985 of (a)
335,525 shares of Common Stock for an aggregate purchase price of
$1,651,698.50 and (b) 272,727 warrants (the "1985 Warrants"),
each of which entitled the holder thereof to purchase one share
of Common Stock (subject to adjustment) at an exercise price of
$7.00, and, as noted below, have since expired without being
exercised, for an aggregate purchase price of $204,545.25, (ii)
the purchase by Precision of an aggregate of 9,600 shares of
Common Stock at a price of $4.375 per share in open market
purchases on August 16, 1985, August 30, 1985, September 12, 1985
and September 24, 1985, (iii) the purchase, on February 4, 1987,
by Blasius Limited Partnership, a Delaware limited partnership of
which Messrs. Delano and Lubin were general partners ("BLP"),
from the Issuer in an offering made by means of a registration
statement under the Securities Act of 1933, as amended (the "1933
Act"), of 375,000 units consisting of an aggregate of 750,000
shares of Common Stock and 375,000 warrants, each of which
entitles the holder thereof to purchase one share of Common Stock
(subject to adjustment) at an exercise price of $3.575, for an
aggregate purchase price of $1,849,987.50, (iv) the purchase by
Precision, on or about March 5, 1987, of 345,125 shares of Common
Stock, at a price of $2.00 per share, pursuant to the exercise of
345,125 rights (the "Rights") to purchase Common Stock, granted
by the Issuer to Precision in connection with an offering of
Rights made by means of a registration statement under the 1933
Act (the "Rights Offering") pursuant to which the Issuer granted,
on February 4, 1987, one Right to each holder of record of Common
Stock at the close of business on December 31, 1986, (v) the
purchase by Mr. Lubin, on or about March 5, 1987, of 125,504
shares of Common Stock, at a price of $2.00 per share, pursuant
to the exercise of an aggregate of 125,504 Rights acquired on
February 25, 1987 (31,000 Rights at a purchase price of $1.145
per Right), February 26, 1987 (28,000 Rights at a purchase price
of $1.145 per Right), and March 5, 1987 (66,504 Rights at a
purchase price of $1.1875 per Right) through block purchases from
a broker/dealer and an unsolicited privately negotiated block
purchase, (vi) the purchase by BLP, on March 12, 1987, at a
purchase price of $2.00 per share, of 69,943 shares of Common
Stock in connection with BLP's standby purchase commitment with
the Issuer pursuant to which BLP agreed to purchase any of the
1,594,208 shares of Common Stock issuable upon the exercise of
Rights which were not purchased pursuant to the exercise of
Rights, (vii) 197,727 Rights, each of which was issuable to
Precision upon the exercise of a 1985 Warrant pursuant to the
anti-dilution provisions of the 1985 Warrants, (viii) a
partnership distribution made on November 25, 1987 by Precision,
of which Messrs. Delano and Lubin were general partners, and in
turn, on November 25, 1987, Precision made a partnership
distribution of an aggregate of 345,125 shares of the Issuer's
Common Stock to Messrs. Delano and Lubin in the amounts of
172,562 shares and 172,563 shares, respectively, pursuant to
Precision's limited partnership agreement, as amended, (ix) the
sale by the Issuer of 1,750,000 shares of its 12% Cumulative
Convertible Exchangeable Preferred Stock, Series C ("Series C
Stock") to L&D Woolens Limited Partnership, a New York limited
partnership ("Woolens") (Messrs. Delano and Lubin were general
partners and limited partners of Woolens); the Series C Stock was
sold by the Issuer to Woolens for a cash purchase price of
$3,500,000, (x) on July 7, 1989, the Issuer granted restricted
stock awards of 35,000 shares of the Issuer's Common Stock (the
"Restricted Stock") to each of Messrs. Delano and Lubin pursuant
to the Issuer's 1986 Restricted Stock Award Plan, as amended (the
"Plan"); the grants of Restricted Stock were made in
consideration of services rendered by Messrs. Delano and Lubin to
the Issuer, (xi) Messrs. Delano and Lubin are also the general
partners of Lubin, Delano & Company, a New York general
partnership, which owned 20,000 shares of Common Stock, which it
acquired by purchasing 10,000 shares of Common Stock in open
market transactions on each of July 28, 1989 and August 16, 1989
for aggregate gross purchase prices of $16,125 and $19,375,
respectively, (xii) the exchange on May 2, 1990 by Woolens with
the Issuer of 1,750,000 shares of the Issuer's Series C Stock for
(a) $1,500,000 in immediately available funds, (b) $1,000,000
principal amount of the Issuer's 12% Senior Notes due May 7, 1990
and (c) $1,000,000 principal amount of the Issuer's Junior
Subordinated Convertible Increasing Rate Notes due May 1, 2000
(the "Junior Notes") which are convertible into 440,000 shares of
Common Stock (subject to adjustment), (xiii) on or about April
11, 1989, the Issuer granted non-qualified options to purchase
from the Issuer, at a purchase price of $1.625 per share, up to
20,000 shares of the Issuer's Common Stock (the "Options") to
each of Messrs. Delano and Lubin pursuant to the Issuer's 1983
Incentive Stock Option Plan, as amended (the "Plan"); the grants
of Options were made in consideration of services rendered by
Messrs. Delano and Lubin to the Issuer, and the Options became
fully exercisable on April 11, 1990 and were fully exercised as
discussed below, (xiv) the exercise of the Precision Option (as
hereinafter defined in Item 6) and purchase pursuant thereto by
Messrs. Delano and Lubin on December 20, 1990 of the Precision
Assets (as hereinafter defined in Item 6) from Precision for an
aggregate cash purchase price of $50,010, (xv) the distribution
on December 20, 1990, pursuant to a complete liquidation of
Woolens, of the Junior Notes and the limited partnership interest
in BLP held by Woolens to Messrs. Delano and Lubin in accordance
with their respective partnership interests in Woolens and the
terms of the partnership agreement of Woolens, as amended (a copy
of which is annexed to the Schedule 13D as Exhibit G and
incorporated herein by reference), (xvi) the distribution on
December 20, 1990, pursuant to a complete liquidation of BLP, of
the Common Stock and warrants to purchase Common Stock
beneficially owned by BLP to the partners of BLP in accordance
with their respective partnership interests in BLP and the terms
of the partnership agreement of BLP (a copy of which is annexed
to the Schedule 13D as Exhibit F and incorporated herein by
reference), (xvii) the distribution on December 20, 1990 by
Lubin, Delano & Company of all the shares of Common Stock
beneficially owned by Lubin, Delano & Company to Messrs. Lubin
and Delano in accordance with their respective partnership
interests in Lubin, Delano & Company and the terms of the
partnership agreement of Lubin, Delano & Company, as amended (a
copy of which is annexed to the Schedule 13D as Exhibit K and
incorporated herein by reference), (xviii) the purchase by each
of Messrs. Delano and Lubin of 30,000 shares of Common Stock at a
price of $.155 per share in negotiated transactions on November
27, 1991, (xix) the purchase by each of Messrs. Delano and Lubin
of 50,000 shares of Common Stock at a price of $.16 per share in
negotiated transactions on December 9, 1991, (xx) the purchase by
each of Messrs. Delano and Lubin of 95,500 shares of Common Stock
at a price of $.12 per share in negotiated transactions on
December 10, 1991, (xxi) the expiration on February 4, 1992 of
79,578 Warrants formerly held by Mr. Delano and 79,797 Warrants
formerly held by Mr. Lubin, each of which entitled Messrs. Delano
and Lubin to purchase one share of Common Stock at an exercise
price of $3.575 per share, (xxii) the expiration of 98,863 1985
Warrants formerly held by Mr. Delano and 98,864 1985 Warrants
formerly held by Mr. Lubin on February 7, 1992, each of which
entitled Messrs. Delano and Lubin to purchase one share of Common
Stock at an exercise price of $7.00 per share, and 98,863 Rights
formerly held by Mr. Delano and 98,864 Rights formerly held by
Mr. Lubin, each of which was issuable to Messrs. Delano and Lubin
upon the exercise of a 1985 Warrant and, if issued, would have
entitled Messrs. Delano and Lubin to purchase one share of Common
Stock at an exercise price of $2.00 per share, (xxiii) the
purchase by each of Messrs. Delano and Lubin of 5,000 shares of
Common Stock at a price of $0.50 per share from a market maker
(the "Market Maker") on December 8, 1992, (xxiv) the purchase by
each of Messrs. Delano and Lubin of 7,500 shares of Common Stock
at a price of $0.50 per share from the Market Maker on
December 15, 1992, (xxv) the purchase by each of Messrs. Delano
and Lubin of 76,436 shares and 76,435 shares, respectively, of
Common Stock at a price of $0.75 per share (plus a $.02
commission per share) through the Market Maker on October 7,
1993, (xxvi) the purchase by each of Messrs. Delano and Lubin of
14,850 shares of Common Stock at a price of $0.895 per share from
a market maker on October 25, 1993, (xxvii) the receipt, on
January 18, 1993, by each of Messrs. Delano and Lubin, as
designees of Lubin, Delano & Company, of 50,000 shares of Common
Stock payable to Lubin, Delano & Company for services rendered by
it in connection with a restructuring of the Issuer's debt
obligations; Messrs. Delano and Lubin are the sole partners of
Lubin, Delano & Company, and such designation was made in
accordance with Messrs. Delano's and Lubin's respective
partnership interests in Lubin, Delano & Company and with the
terms of the partnership agreement of Lubin, Delano & Company, as
amended (a copy of which is annexed to the Schedule 13D as
Exhibit K and incorporated herein by reference), (xxviii) the
purchase by each of Messrs. Delano and Lubin of 2,500 shares of
Common Stock at a price of $1.875 per share in a privately
negotiated transaction on April 11, 1994, (xxix) the purchase by
each of Messrs. Lubin and Delano of 33,105 shares of Common Stock
at a purchase price of $1.75 per share in privately negotiated
transactions on January 20, 1995 and January 23, 1995,
respectively, (xxx) the acquisition by each of Messrs. Delano and
Lubin of 20,000 shares of Common Stock pursuant to the exercise
of options, which were originally granted on April 12, 1989, to
purchase Common Stock at a purchase price of $1.625 per share on
March 10, 1994, (xxxi) the purchase by each of Messrs. Delano and
Lubin of 2,500 shares of Common Stock at a price of $2.00 per
share in a privately negotiated transaction on March 27, 1995,
(xxxii) the purchase by each of Messrs. Lubin and Delano of 8,611
shares of Common Stock at a purchase price of $2.50 per share in
a privately negotiated transaction on May 22, 1995, (xxxiii) the
purchase by each of Messrs. Lubin and Delano of 5,000 shares of
Common Stock at a purchase price of $2.50 per share in a
privately negotiated transaction on August 15, 1995, (xxxiv) the
purchase by each of Messrs. Delano and Lubin of 66,133 shares of
Common Stock at a price of $2.50 per share in privately
negotiated transactions on September 13, 1995, (xxxv) the
purchase by a profit sharing plan of Lubin, Delano & Company of
50,000 shares of Common Stock at a price of $2.50 per share in a
privately negotiated transaction on September 13, 1995, (xxxvi)
the purchase by each of Messrs. Delano and Lubin of 1,496 shares
of Common Stock at a price of $2.50 per share in a privately
negotiated transaction on January 24, 1996, (xxxvii) the purchase
by each of Messrs. Delano and Lubin of 2,500 shares of Common
Stock at a price of $2.69 per share in a privately negotiated
transaction on April 11, 1996, (xxxviii) the purchase by each of
Messrs. Delano and Lubin of 10,000 shares of Common Stock at a
price of $2.81 per share in privately negotiated transactions on
May 20, 1996 and (xxxix) the purchase by each of Messrs. Delano
and Lubin of 27,250 shares of Common Stock at a price of $2.625
per share in a privately negotiated transaction on June 24, 1996.
Mr. Lubin disclaims beneficial ownership of 35,000 shares of
Common Stock owned by each of his two sons and with respect to
which Mr. Lubin acts as a custodian under UGMA. Such shares are
excluded from the number of shares beneficially owned by
Mr. Lubin reported above.
The funds used by Precision to purchase certain securities
referred to in this Item 2 came from: (i) capital contributions
of its partners and advance payments in an aggregate amount of
$37,500 made to Precision by Camden Investments Inc., a
California corporation ("Camden"), and Camont Investments Inc., a
Delaware corporation ("Camont"), for the purchase from Precision
by Camden and Camont of an aggregate of 50,000 of the 1985
Warrants originally purchased by Precision, (ii) capital
contributions of Precision's partners and (iii) capital
contributions from Messrs. Delano and Lubin, as partners of
Precision. Such capital contributions by Mr. Delano came from
the proceeds of an unsecured demand loan from Mr. Lubin, which
was not evidenced in writing and bore interest at the rate of
6.25% per annum, and such capital contributions by Mr. Lubin came
from his personal funds. The Rights issued to Precision were
granted by the Issuer for no consideration.
The funds used by BLP to purchase the Common Stock and other
securities referred to in this Item 3 came from capital
contributions of BLP's partners. Capital contributions made by
Messrs. Delano and Lubin in respect of such purchases came from
their personal funds.
Rights issuable to Precision upon exercise of a 1985 Warrant
pursuant to the anti-dilution provisions of the 1985 Warrants, as
described in this Item 3, were to be granted by the Issuer for no
additional consideration. Funds in respect of the exercise price
of any such Rights, if, as and when exercised by Precision, will
come from such source as may be determined by Precision and its
partners, including additional capital contributions.
The funds used by Precision to purchase the Common Stock in
the amounts of 172,562 shares and 172,563 shares distributed to
Messrs. Delano and Lubin, respectively, on November 25, 1987 came
from capital contributions, aggregating $690,250, from Messrs.
Delano and Lubin, as partners of Precision. Such capital
contribution by Mr. Delano came from the proceeds of an unsecured
demand loan from Mr. Lubin which was not evidenced in writing and
bore interest at the rate of 6.25% per annum, and such capital
contribution by Mr. Lubin came from his personal funds.
As reported in a statement on Schedule 13D dated January 11,
1990, filed by Woolens with the Securities and Exchange
Commission with respect to its beneficial ownership of Common
Stock (the "Woolens Schedule 13D"), Woolens beneficially owned
1,750,000 shares of Common Stock. Reference is made to Item 3 of
the Woolens Schedule 13D for information concerning the source
and amount of funds or other consideration used by Woolens in
purchasing securities of the Issuer and related information. The
capital contributions made by Messrs. Delano and Lubin to Woolens
came from their personal funds. The funds used by Lubin, Delano
& Company to acquire the 20,000 shares of Common Stock came from
its working capital.
The funds used by Messrs. Delano and Lubin to purchase the
Precision Assets came from their personal funds. Reference is
made to Item 3 of each of the Woolens Schedule 13D, the statement
on Schedule 13D dated February 7, 1985, as amended, filed by
Precision with the Securities and Exchange Commission with
respect to its beneficial ownership of Common Stock and the
statement on Schedule 13D dated February 4, 1987, as amended,
filed by BLP with the Securities and Exchange Commission with
respect to its beneficial ownership of Common Stock for
information concerning the source and amount of funds or other
consideration used by Woolens, Precision and BLP in purchasing
securities of the Issuer and related information.
The funds used by Messrs. Delano and Lubin to purchase the
Common Stock in these transactions came from their personal
funds, unless otherwise noted herein. The funds used by the
Lubin, Delano & Company profit sharing fund to purchase the
Common Stock in this transaction came from cash assets of the
fund.
Item 4. Purpose of the Transaction.
Messrs. Delano and Lubin have acquired, as general partners
of Precision, BLP and Lubin, Delano & Company and in their
respective individual capacities, their beneficial ownership of
the Issuer's Common Stock for investment purposes and to
influence the management of the Issuer.
In connection with the Private Placement, the Issuer entered
into an agreement with Precision pursuant to which the Issuer
enlarged its Board of Directors and elected Messrs. Delano and
Lubin, as representatives of Precision, to the Issuer's Board of
Directors and Executive Committee. Pursuant to such agreement,
Mr. Delano was also elected to the Company's Compensation
Committee and Mr. Lubin was elected to the Company's Audit
Committee. In addition, the agreement provides that so long as
Precision holds beneficially and of record at least 325,000 units
(subject to adjustment), provided that at least 162,500 of such
units are Shares, the Issuer will utilize its best efforts to
ensure that (i) each of the representatives of Precision elected
to the Issuer's Board of Directors (or his successor designated
by Precision) will be nominated to serve in such capacity for
each succeeding term of such director, (ii) each of the two
representatives of Precision then serving as a director of the
Issuer will also serve as member of the Issuer's Executive
Committee, and (iii) at least one of such representatives will
serve on each of the Audit Committee and the Compensation
Committee of the Issuer's Board of Directors. The agreement also
provides that, so long as Precision holds beneficially and of
record at least 200,000 units (subject to adjustment), provided
that at least 100,000 of such units are Shares, the Issuer will
utilize its best efforts to ensure that (i) one of the
representatives of Precision elected to the Board of Directors
(or his successor designated by Precision) will be nominated to
serve in such capacity for each succeeding term of such director,
(ii) such representative of Precision will also serve as a member
of the Executive Committee, and (iii) such representative will
serve on each of the Audit Committee and the Compensation
Committee of the Board of Directors. The rights of Precision
under such agreement inure to the benefit of Messrs. Delano and
Lubin, in their capacities as Precision's successors and assigns.
As used in this paragraph, the term "unit" shall mean (a) a share
(a "Share") of Common Stock issued to Precision pursuant to such
private placement or (subject to adjustment) upon exercise of any
of the Issuer's 1985 Warrants, or (b) a 1985 Warrant.
In connection with the Issuer's offering, which was
completed February 4, 1987, of $51,500,000 aggregate principal
amount of 12 % Subordinated Notes due February 1, 1997, Messrs.
Delano and Lubin agreed with the Issuer that for a period ending
at the latest on February 4, 1994, they will be jointly,
severally or collectively the beneficial owner of a number of
shares of voting stock of the Issuer at least equal to 5% of the
voting stock issued and outstanding on the date of completion of
the Rights Offering and the Standby Purchasing Commitment,
provided that the Issuer shall not theretofore have breached in
any material respect or wrongfully terminated the agreement
pursuant to which the Issuer has retained Lubin, Delano & Company
to provide investment banking and financial advisory services.
Messrs. Delano and Lubin agreed with Foreman Associates, a
California Limited Partnership ("Foreman"), a limited partner of
BLP, that, in connection with any sale or series of related sales
to parties unaffiliated with Messrs. Delano and Lubin of a number
of shares (the "Threshold") of Common Stock which constitutes at
least 20% of the shares of Common Stock beneficially owned by Mr.
Delano and Mr. Lubin on the date of completion of the Rights
Offering and the Standby Purchase Commitment and subject to
certain exceptions, Mr. Delano and/or Mr. Lubin, as the case may
be, will permit Foreman or any present or future partner thereof
to include any shares of Common Stock which are held by BLP on
the date of completion of the Rights Offering and the Standby
Purchase Commitment and are distributed to Foreman by BLP in
accordance with the terms of BLP's limited partnership agreement
and, in the case of a partner of Foreman, which is subsequently
distributed to such partner, in such sale proportionately in
accordance with the then respective holdings of Common Stock by
Foreman and any such partner thereof, with an accompanying
reduction, if necessary, in the number of shares of Common Stock
to be sold by Mr. Delano and/or Mr. Lubin.
Messrs. Delano and Lubin agreed further with Foreman, that,
so long as Foreman is a partner of BLP and subject to certain
exceptions and conditions, Mr. Delano and/or Mr. Lubin will, in
connection with any sale or series of related sales to parties
unaffiliated with Messrs. Delano and Lubin of a number of shares
of Common Stock in excess of the Threshold held by any
partnership (other than BLP) of which Messrs. Delano and Lubin
are then general partners, permit BLP to include any shares of
Common Stock which are held by BLP on the date of completion of
the Rights Offering and the Standby Purchase Commitment and on
the date thereof in such sale proportionately in accordance with
the then respective holdings of Common Stock by such partnership
and BLP, with an accompanying reduction, if necessary, in the
number of shares of Common Stock to be sold by such partnership.
Foreman is no longer a partner of BLP.
Messrs. Delano and Lubin also agreed with Foreman that,
subject to certain exceptions and conditions, in connection with
any purchase or series of related purchases from the Issuer by
Mr. Delano and/or Mr. Lubin or any partnership then controlled by
them which in the aggregate constitutes at least 5% of the shares
of Common Stock then outstanding, Mr. Delano and/or Mr. Lubin
will permit Foreman to participate in such purchase
proportionately in accordance with the then holdings of Common
Stock by Mr. Delano, Mr. Lubin and/or such partnership, as the
case may be, and Foreman, with an accompanying reduction, if
necessary, in the number of shares of Common Stock to be
purchased by Mr. Delano, Mr. Lubin and/or such partnership.
From time to time, the Issuer has implemented an
acquisitions program pursuant to which it is actively seeking to
acquire assets and businesses with the intention of expanding
significantly its operations and sales and enhancing its overall
profitability. Acquisitions may be of companies in businesses
related or unrelated to the current operations of the Issuer and
may be effected by negotiated purchases, unsolicited tender
offers or other means, each with the intention of acquiring
control of, or up to the entire equity interest in, a company.
Acquisitions also may be made through mergers or purchases of
assets. From time to time, the Issuer may also make investments
in equity securities of companies of which it may not ultimately
seek to obtain control.
Messrs. Delano and Lubin are the President and the Chairman,
respectively, of the Issuer.
The Series C Stock was convertible into shares of the
Issuer's Common Stock at an initial conversion price (subject to
adjustment) of $2.00 per share of Series C Stock (equivalent to
an initial conversion rate of one share of Common Stock for each
share of Series C Stock, or, in the aggregate, initially
convertible into 1,750,000 shares of Common Stock). Dividends on
the Series C Stock were cumulative and were payable quarterly on
the first business day of February, May, August and November,
commencing February 1, 1990, when, as and if declared, at the
rate of $.24 per annum per share. The liquidation preference of
the Series C Stock was $2.00 per share plus accrued and unpaid
dividends. Commencing on the second anniversary of the issuance
of the Series C Stock and subject to the Issuer's Common Stock
having traded at specified prices during specified periods prior
to the date of redemption, the Series C Stock was redeemable at
the option of the Issuer, in whole or in part, at certain
predetermined redemption prices plus accrued and unpaid
dividends.
The holders of Series C Stock had no voting rights except
(i) as required by applicable law, and (ii) in the event that at
any time six or more dividend payments on Series C Stock had not
been paid in full, until such time as one full fiscal quarter
shall have elapsed after all arrears in dividend payments of
Series C Stock have been paid, each holder of Series C Stock was
entitled to one vote per share of Series C Stock on all matters
presented to the stockholders of the Issuer at all meetings of
stockholders of the Issuer. In addition, without the affirmative
vote or consent of the holders of a majority of the Series C
Stock, the Issuer was not able to (i) create a series of
preferred stock which is convertible into Common Stock (other
than the Issuer's 6% Cumulative Convertible Preferred Stock,
Series A ("Series A Stock") and $4-8 Cumulative Convertible
Preferred Stock, Series B ("Series B Stock") outstanding on the
date of original issuance of the Series C Stock) ranking on a
parity with or prior to the Series C Stock either as to dividends
or redemption or upon dissolution, liquidation or winding up of
the Issuer, or (ii) issue any additional shares of Series A Stock
or Series B Stock or any shares of Series C Stock in addition to
the 1,750,000 shares of Series C Stock to be originally issued or
(iii) amend, alter or repeal (whether by merger, consolidation or
otherwise) the Issuer's Certificate of Incorporation to adversely
affect the voting powers, rights or preferences of the Series C
Stock.
On any dividend payment date on or after February 1, 1990,
the Series C Stock was, subject to certain conditions and at the
option of the Issuer, exchangeable in whole (but not in part) for
the Issuer's ten-year 12.00% Junior Subordinated Convertible
Notes (the "Exchangeable Notes"), provided that, after giving pro
forma effect to such exchange, the stockholders' equity of the
Issuer was at least $10,000,000. The Exchangeable Notes are
convertible into shares of the Issuer's Common Stock at the
conversion price per share of Common Stock in effect on the
Series C Stock at the time of exchange. The Exchangeable Notes
bear interest at the rate of 12% per annum, payable quarterly on
the first business day of February, May, August and November of
each year, commencing on the first such interest payment date
following the date of exchange. Commencing on the second
anniversary of the date of issuance of Series C Stock and subject
to the Issuer's Common Stock having traded at specified prices
during specified periods prior to the date of redemption, the
Exchangeable Notes are redeemable at the option of the Issuer, in
whole or in part, at certain predetermined redemption prices plus
accrued interest.
The foregoing does not purport to be a complete description
of the rights, preferences, qualifications, limitations and
restrictions of the Series C Stock. Reference is made to the
Certificate of the Designations, Preferences and Relative
Participating, Optional and Other Special Rights of 12%
Cumulative Convertible Exchangeable Preferred Stock, Series C and
the Qualifications, Limitations and Restrictions Thereof of the
Issuer (a copy of which is annexed to the Schedule 13D as Exhibit
I and incorporated herein by reference) for a more complete
description of the rights, preferences, privileges,
qualifications, limitations and restrictions of the Series C
Stock.
As a condition precedent to the consummation of the purchase
of the Series C Stock by Woolens, the Issuer declared and paid in
full all dividend payments in arrears on the Issuer's Series B
Stock.
In connection with the purchase of the Series C Stock by
Woolens, Foreman waived its right to participate in such
purchase.
In addition, Precision temporarily waived its right to have
a representative serve on the Audit Committee and the
Compensation Committee (formerly known as the Employee Incentive
Stock Option and Compensation Committee) of the Issuer's Board of
Directors until such further time as it desires to invoke its
rights.
Each of Messrs. Delano and Lubin possessed voting and
dividend rights with respect to the Restricted Stock, but could
not sell or otherwise dispose of such Restricted Stock until
unrestricted ownership thereof vested in them pursuant to a
vesting schedule which provides for vesting in annual increments
of 25%. Pursuant to the Plan, Restricted Stock which had not
vested was subject to forfeiture upon termination of employment
with the Issuer. The foregoing does not purport to be a complete
description of the rights of Messrs. Delano and Lubin with
respect to the Restricted Stock. Reference is made to the Plan
(a copy of which is annexed to the Schedule 13D as Exhibit L and
incorporated herein by reference) for a more complete description
of the rights of holders of the Restricted Stock.
The exchange of Series C Stock was effected pursuant to a
Recapitalization Agreement, dated as of April 27, 1990 (the
"Recapitalization Agreement"), between Woolens and the Issuer (a
copy of which is annexed to the Schedule 13D as Exhibit P and
incorporated herein by reference). In connection with the
exchange of the Series C Stock, each of Messrs. Delano and Lubin
exchanged with the Issuer, pursuant to a letter agreement dated
as of April 27, 1990 between Messrs. Delano and Lubin and the
Issuer (a copy of which is annexed to the Schedule 13D as Exhibit
Q and incorporated herein by reference), five shares of Common
Stock for $6.85. At the time of the exchange of the Series C
Stock, Messrs. Delano and Lubin were general partners and limited
partners of Woolens and since became the sole partners of Woolens
as the result of the purchase by Messrs. Delano and Lubin of the
limited partnership interests in Woolens (the "Woolens
Interests") held by the other limited partners of Woolens
pursuant to a Purchase Agreement dated as of April 27, 1990
between Messrs. Delano and Lubin and the Sellers (as defined
therein) and Vincent Cavallo, as collecting and disbursing agent
(a copy of which is annexed to the Schedule 13D as Exhibit R and
incorporated herein by reference. The Woolens Interests were
purchased by Messrs. Delano and Lubin for an aggregate purchase
price of $3,207,340.08 which was paid by the delivery of (i) cash
in the amount of $1,800,000 and (ii) a promissory note in the
amount of $1,407,340.08 (a copy of the form of such promissory
note is annexed to the Schedule 13D as Exhibit S and incorporated
herein by reference).
The Junior Notes are convertible into shares of the Issuer's
Common Stock at any time at an initial conversion price (subject
to adjustment) of $2.27273 per share of Common Stock (in the
aggregate, convertible into 440,000 shares of Common Stock). The
Junior Notes were redeemable, at the option of the Issuer, from
May 2, 1990 through December 31, 1990 at an initial redemption
price of 105% of principal amount, which will increase by 1% per
month until reaching a redemption price of 112%, together with,
in each case, accrued and unpaid interest. The Junior Notes were
not redeemable from January 1, 1991 through December 31, 1991.
Subject to the Issuer's Common Stock having traded at specified
prices during specified periods prior to the date of redemption,
the Junior Notes are redeemable at the option of the Issuer, in
whole or in part, at certain predetermined prices plus accrued
and unpaid interest. The foregoing does not purport to be a
complete description of the rights of Woolens with respect to the
Junior Notes. Reference is made to the form of Junior Note (a
copy of which is annexed as Schedule 2 to Exhibit P to the
Schedule 13D and incorporated herein by reference) for a complete
description of the terms of the Junior Notes.
Simultaneously with the execution of the Recapitalization
Agreement, the Issuer entered into a Standby Purchase Agreement
(a copy of which is annexed to the Schedule 13D as Exhibit T and
incorporated herein by reference) with Lubin, Delano & Company,
an investment banking and consulting firm of which Messrs. Delano
and Lubin are general partners, pursuant to which Lubin, Delano &
Company agreed to purchase, or to cause its general partners to
purchase, up to 440,000 shares of the Issuer's Cumulative
Convertible Preferred Stock, Series D (the "Series D Stock"),
subject to the prior redemption by the Issuer of Junior Notes
having an aggregate principal amount equal to or in excess of the
aggregate issuance price of the Series D Stock to be issued. The
Standby Purchase Agreement expired at 5:30 p.m., New York City
time, on December 31, 1990.
If issued, the Series D Stock would have been convertible
into shares of the Issuer's Common Stock at an initial conversion
price (subject to adjustment) of $2.27273 per share of Series D
Stock (in the aggregate, convertible into 440,000 shares of
Common Stock). Dividends on the Series D Stock would have been
cumulative and payable quarterly on the first business day of
every February, May, August and November when, as and if
declared, at the rate of $0.3181818 per annum per share. The
liquidation preference of the Series D Stock would have been
$2.27273 per share plus accumulated and unpaid dividends.
Commencing on January 1, 1992 and subject to the Issuer's Common
Stock having traded at specified prices during specified periods
prior to the date of redemption, the Series D Stock would have
been redeemable at the option of the Issuer, in whole or in part,
at certain predetermined redemption prices plus accumulated and
unpaid dividends. The holders of Series D Stock would have had
no voting rights except (i) as required by applicable law, and
(ii) in the event that at any time six or more dividend payments
on Series D Stock have not been paid in full, until such time as
one full fiscal quarter shall have elapsed after all arrears in
dividend payments of Series D Stock have been paid, each holder
of Series D Stock would have been entitled to one vote per share
of Series D Stock on all matters presented to the stockholders of
the Issuer. In addition, without the affirmative vote or consent
of the holders of a majority of the Series D Stock, the Issuer
would have been prohibited from (i) creating a series of
preferred stock which is convertible into Common Stock (other
than the Issuer's Series A Stock and Series B Stock outstanding
on the date of original issuance of the Series D Stock) ranking
on a parity with or prior to the Series D Stock either as to
dividends or redemption or upon dissolution, liquidation or
winding up of the Issuer, or (ii) issuing any additional shares
of Series A Stock or Series B Stock or any shares of Series D
Stock in addition to the 440,000 shares of Series D Stock to be
originally issued or (iii) amending, altering or repealing
(whether by merger, consolidation or otherwise) the Issuer's
Certificate of Incorporation so as to adversely affect the voting
powers, rights or preferences of the Series D Stock. The
foregoing does not purport to be a complete description of the
proposed rights, preferences, privileges, qualifications,
limitations and restrictions of the Series D Stock. Reference is
made to the proposed form of the Certificate of the Designations,
Preferences and Relative Participating, Optional and Other
Special Rights of 14% Cumulative Convertible Preferred Stock,
Series D and the Qualifications, Limitations and Restrictions
Thereof of the Issuer (a copy of which is annexed as Schedule 1
to Exhibit T to the Schedule 13D and incorporated herein by
reference) for a more complete description of the proposed
rights, preferences, privileges, qualifications, limitations and
restrictions of the Series D Stock.
The Options granted to each of Messrs. Delano and Lubin
pursuant to the Plan were not transferrable, had an expiration
date of April 11, 1994 and were exercisable at any time prior to
the expiration date, but not earlier than the earliest of (i) one
year after the date of grant, (ii) the termination of the
holder's employment with the Issuer or (iii) immediately prior to
any of certain specified events which would effect a material
change in the management and/or control of the Issuer. On
March 10, 1994, Messrs. Delano and Lubin exercised the Options
and each purchased pursuant thereto 20,000 shares of Common Stock
at a price of $1.625 per share. The foregoing does not purport
to be a complete description of the rights of Messrs. Delano and
Lubin with respect to the Options. Reference is made to the Plan
and the Non-Qualified Stock Option Agreements between the Issuer
and each of Messrs. Delano and Lubin (copies of which are annexed
to the Schedule 13D as Exhibits M, N and O, respectively, and
incorporated herein by reference) for a complete description of
the rights of holders of the Options.
Reference is made to Item 4 of the Woolens Schedule 13D for
information concerning Woolens which relates to or would result
in any of the actions referred to in paragraph (a) through (j) of
Item 4 of Schedule 13D.
On September 13, 1991, the Lubin, Delano & Company Profit
Sharing Plan and Trust, a pension plan of which Messrs. Delano
and Lubin were sole participants, purchased $1,500,000 principal
amount of the Company's 12-3/4% Subordinated Notes due February 1, 1997
for an aggregate cost of $183,750 (inclusive of commissions) which they
resold to the Company on September 30, 1991 at such cost plus a carrying
cost of $529. Depending upon a number of factors, either or both
Messrs. Delano and Lubin may make similar offers from time to time in the
future.
Messrs. Delano and Lubin acquired, in their respective
individual capacities, their beneficial ownership of the Issuer's
Junior Notes for investment purposes. If either of Mr. Delano or
Mr. Lubin were to convert any of his Junior Notes, which he still
holds, into the Issuer's Common Stock, Mr. Delano and/or Mr.
Lubin, as the case may be, in their respective individual
capacities, might be in a position, through such beneficial
ownership, to influence further the management of the Issuer.
On September 21, 1993, the Issuer announced that it had
reached agreements in principle to restructure $25,275,000
principal amount of its 12-3/4% Subordinated Notes due
February 1, 1997 (the "12-3/4% Subordinated Notes" or "Old
Notes") and $1,000,000 principal amount of its 14% Junior
Subordinated Convertible Notes due May 1, 2000 (the "Junior
Notes"). At the time, Messrs. Delano and Lubin owned $495,000
and $505,000 principal amount of Junior Notes, respectively.
In its announcement, the Issuer stated that the agreement in
principle to restructure the 12-3/4% Subordinated Notes was
reached with representatives of the four largest beneficial
owners, who, at the time, held in the aggregate 84% of the
outstanding principal amount of such notes. The Issuer stated
further that the proposed restructuring of the 12-3/4%
Subordinated Notes would be accomplished by means of a consent
solicitation and exchange offer pursuant to which exchanging
holders of 12-3/4% Subordinated Notes would receive (a) new 12-
3/4% Senior Subordinated Notes due February 1, 2000 in amounts
equal to the principal amount of notes being exchanged and the
interest accrued on the exchanged notes during the period
August 1, 1990 through July 31, 1992 and (b) cash in an amount
equal to the interest accrued on the exchanged notes during the
period August 1, 1992 through July 31, 1993 plus an amount equal
to 6.375% of the interest accrued during the period August 1,
1990 through July 31, 1992.
In its announcement, the Issuer also stated that the
proposed restructuring of the Junior Notes provided that interest
in the amount of $347,000 accrued for the period November 1, 1990
through April 30, 1993 would be satisfied through the issuance of
additional 14% Junior Subordinated Notes which would have the
same terms as the existing Junior Notes except that such notes
would not be convertible into Common Stock. Messrs. Delano and
Lubin agreed to the restructuring of the Junior Notes.
The closing of the proposed restructuring of the 12-3/4%
Subordinated Notes and Junior Notes was subject to, among other
things, the completion of definitive documentation, the exchange
of a minimum aggregate principal amount of the existing 12-3/4%
Subordinated Notes to be determined and the restructuring of the
Junior Notes.
On January 18, 1994, the Issuer announced that it had
completed the financial restructuring. The restructuring
included, among other things, the completion of an exchange offer
for the Issuer's outstanding Old Notes, the restructuring of its
Junior Notes and the amendment of its senior secured credit
facility. Effective upon the completion of the restructuring,
all then existing defaults and events of default on the Issuer's
indebtedness were eliminated.
All of the holders of the Issuer's Old Notes, which had an
outstanding principal balance of $25,275,000, tendered their
notes for exchange. The exchanging holders received $1,255
principal amount of new 12-3/4% Senior Subordinated Notes due
February 1, 2000 (the "New Notes"), and cash in the amount of
$143.76 for each $1,000 principal amount of notes exchanged.
The restructuring of the Issuer's Junior Notes, which had an
outstanding principal balance of $1,000,000 (of which $495,000
was held by Mr. Delano and $505,000 was held by Mr. Lubin),
included the satisfaction of $446,000 of unpaid, past due
interest through (i) the issuance of $347,000 principal amount of
additional junior subordinated notes (the "New Junior Notes")
which have the same terms as the Junior Notes except that they
are not convertible into Common Stock of the Issuer and (ii) the
payment of cash in the amount of $99,000.
In connection with the completion of the restructuring, the
Issuer contemplated paying dividends and redemptions in arrears
on its $8 Cumulative Convertible Preferred Stock, Series B. The
Issuer's plans in respect of such payments were subject to the
consideration and approval of the Issuer's Board of Directors.
Such payments and redemptions were subsequently effected by the
Issuer.
On October 7, 1993, in connection with the purchase by
Messrs. Delano and Lubin of 76,436 and 76,435 shares of Common
Stock, respectively, Dennis J. Welhouse, an officer of the
Issuer, and Phillips S. Patton, a director of the Issuer,
purchased from the Market Maker 10,000 and 70,000 shares of
Common Stock, respectively. As a result of Messrs. Welhouse and
Patton having previously indicated to Messrs. Delano and Lubin
their interest in purchasing shares of Common Stock, Messrs.
Delano and Lubin had informed Messrs. Welhouse and Patton of the
availability of Common Stock for purchase from the Market Maker.
No arrangement or understanding exists between or among Messrs.
Delano and Lubin, on the one hand, and Mr. Welhouse and/or Mr.
Patton, on the other hand, with respect to the holding,
disposition or voting of any Common Stock and there exists no
further such arrangement or understanding with respect to the
acquisition of Common Stock. Messrs. Delano and Lubin disclaim
the existence of a group within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, with respect
to Messrs. Welhouse and Patton.
From time to time, the Issuer has contemplated making an
offer to purchase from holders of fewer than 100 shares of the
Common Stock (the "odd lots") the odd lots held by such persons.
The Issuer's plans in respect thereof, including the amount of
odd lots which would be sought or the consideration which would
be offered therefor, and any such offers are subject to the
consideration and approval of the Issuer's Board of Directors.
On August 8, 1995, Mr. Lubin and certain persons related to
Mr. Lubin purchased an aggregate of $1,300,000 principal amount,
and a profit sharing plan of Lubin, Delano & Company purchased
$200,000 principal amount of the Company's New Notes for an
aggregate cost of $1,054,250, of which $4,250 represented accrued
interest on the New Notes. Depending upon a number of factors,
either or both Messrs. Lubin and Delano, from time to time in the
future, may make similar offers, may sell New Notes and/or may
transfer New Notes to accounts in respect of which one or both of
them control investment decisions and/or possess dispositive
power.
Although, except as otherwise disclosed in this Statement or
the Schedule 13D, neither Mr. Lubin nor Mr. Delano presently has
any plans or proposals which relate to or would result in any of
the actions or matters referred to in paragraphs (a) through (j)
of Item 4 of Schedule 13D, each of Messrs. Lubin and Delano
retains the right, subject to a continuing review of the Issuer's
business prospects, economic conditions and other relevant
factors, to take any or all such action as he may deem
appropriate to protect his investment in the Issuer or for any
other reason.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Delano may be deemed to beneficially own 1,340,297
shares of Common Stock, or 30.15% of the Issuer's Common Stock
(based upon the 4,228,036 shares of Common Stock outstanding as
of May 6, 1996 as reported in the Issuer's Form 10-Q for the
quarter ended March 31, 1996 plus 217,800 shares of Common Stock
issuable upon conversion of 14% Junior Subordinated Convertible
Notes due May 1, 2000 (the "Junior Notes") beneficially owned by
him). Mr. Lubin may be deemed to beneficially own 1,470,684
shares of Common Stock, or 33.05% of the Issuer's Common Stock
(based upon the 4,228,036 shares of Common Stock outstanding as
of May 6, 1996 as reported in the Issuer's Form 10-Q for the
quarter ended March 31, 1996 plus 222,200 shares of Common Stock
issuable upon conversion of Junior Notes beneficially owned by
him). Mr. Lubin disclaims beneficial ownership of 70,000 of such
shares of Common Stock, which are owned by his two sons, each of
whom owns 35,000 shares, and with respect to which Mr. Lubin acts
as a custodian under UGMA.
(b) Mr. Delano may be deemed to have sole power to vote
shares and dispose of shares with respect to all of the 1,340,297
shares of the Common Stock which may be deemed to be beneficially
owned by him and shared power to vote shares and dispose of
shares with respect to 50,000 shares of the Common Stock which
may be deemed to be beneficially owned by him. Mr. Lubin may be
deemed to have sole power to vote shares and dispose of shares
with respect to all of the 1,470,684 shares of the Common Stock
which may be deemed to be beneficially owned by him and shared
power to vote shares and dispose of shares with respect to 50,000
shares of the Common Stock which may be deemed to be beneficially
owned by him. Mr. Lubin disclaims beneficial ownership of 70,000
of such shares of Common Stock, which are owned by his two sons,
each of whom owns 35,000 shares, and with respect to which Mr.
Lubin acts as a custodian under UGMA.
(c) For a description of transactions by Messrs. Delano and
Lubin in the Issuer's Common Stock effected during the past 60
days, see Item 3 of this Statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
On April 11, 1989, the Issuer granted the Options to
purchase from the Issuer up to 20,000 shares of the Issuer's
Common Stock at a purchase price of $1.625 per share to each of
Messrs. Delano and Lubin pursuant to the terms of the Issuer's
1983 Incentive Stock Option Plan, as amended. The Options had an
expiration date of April 11, 1994 and were exercisable at any
time prior to the expiration date, but not earlier than the
earliest of (i) one year after the date of grant, (ii) the
termination of the holder's employment with the Issuer or (iii)
immediately prior to any of certain specified events which would
effect a material change in the management and/or control of the
Issuer. On March 10, 1994, Messrs. Delano and Lubin exercised
the Options and each purchased pursuant thereto 20,000 shares of
Common Stock at a price of $1.625 per share. The foregoing does
not purport to be a complete description of the rights of Messrs.
Delano and Lubin with respect to the Options. Reference is made
to the Issuer's 1983 Incentive Stock Option Plan, as amended, and
the Non-Qualified Stock Option Agreements between the Issuer and
each of Messrs. Delano and Lubin (copies of which are annexed to
the Schedule 13D as Exhibits M, N, and O, respectively, and
incorporated herein by reference) for a more complete description
of the rights of holders of the Options.
As of April 27, 1990, Precision and the Issuer entered into
an Amendment Agreement with respect to the Purchase Agreement
dated as of February 7, 1985 between the Issuer and Precision (a
copy of such Amendment Agreement is annexed to the Schedule 13D
as Exhibit U and incorporated herein by reference).
On May 22, 1990, Messrs. Delano and Lubin were granted,
pursuant to an Option Agreement and Consent dated as of April 27,
1990 among the N&B Parties (as defined therein), Vincent Cavallo,
as collecting and disbursing agent, Precision and Messrs. Delano
and Lubin (a copy of which is annexed to the Schedule 13D as
Exhibit V and incorporated herein by reference), an irrevocable
option (the "Precision Option") to purchase from Precision (i)
345,125 shares of Common Stock; (ii) 197,727 warrants to purchase
Common Stock and rights to purchase an additional 197,727 shares
of Common Stock; and (iii) a limited partnership interest in BLP
(collectively, the "Precision Assets"). The Precision Option
became exercisable on November 15, 1990 and terminated on
December 31, 1990. If the Precision Option was not exercised
during such period, Precision agreed to distribute to Messrs.
Delano and Lubin their pro rata share of the Precision Assets no
later than January 7, 1991 and, upon such distribution, Messrs.
Delano and Lubin would resign as general partners of Precision.
On November 15, 1990, Messrs. Delano and Lubin entered into
a Modification Agreement with Vincent Cavallo, as agent for the
N&B Partners and the Sellers (as such terms are defined therein),
Precision and Neuberger & Berman (a copy of which is annexed to
the Schedule 13D as Exhibit W and incorporated herein by
reference), amending the Option Agreement and Consent dated as of
April 27, 1990 (a copy of which is annexed to the Schedule 13D as
Exhibit V and incorporated herein by reference) pursuant to
which, among other things, the aggregate purchase price of the
Precision Assets was reduced from $525,000 to $50,010 and Messrs.
Lubin and Delano agreed to exercise the Precision Option and
effect a complete liquidation of Precision prior to December 31,
1990.
On December 10, 1993, Messrs. Delano and Lubin entered into
a Restructuring Agreement with the Issuer (a copy of which is
annexed to the Schedule 13D as Exhibit X and incorporated herein
by reference) pursuant to which unpaid, past due interest on the
Issuer's Junior Notes held by Messrs. Delano and Lubin would be
satisfied through (i) the issuance of the New Junior Notes and
(ii) the making of certain cash payments.
Messrs. Delano and Lubin also entered into a Letter
Agreement with the Issuer and IBJ Schroder Bank & Trust Company,
as Trustee (a copy of which is annexed to the Schedule 13D as
Exhibit Y and incorporated herein by reference), on December 10,
1993 pursuant to which Messrs. Delano and Lubin agreed, among
other things, to waive certain rights in respect of the Junior
Notes and the New Junior Notes as specified therein.
Except as otherwise described in the Schedule 13D, as
amended by this Statement, neither Mr. Delano nor Mr. Lubin has
any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.(1)
Annexed to the Schedule 13D as Exhibit A is a copy of the
agreement between Messrs. Delano and Lubin relating to the filing
of this Statement on behalf of each of them pursuant to Rule 13d-
1(f) under the 1934 Act.
Annexed to the Schedule 13D as Exhibit B is a copy of the
Purchase Agreement dated February 7, 1985 between the Issuer and
Precision.
Annexed to the Schedule 13D as Exhibit C is a copy of an
agreement dated January 28, 1987 among Messrs. Delano and Lubin
and the Issuer.
Annexed to the Schedule 13D as Exhibit D is a copy of an
agreement dated January 28, 1987 among Messrs. Delano and Lubin
and Foreman.
Annexed to the Schedule 13D as Exhibit E is a copy of the
limited partnership agreement of Precision, as amended.
Annexed to the Schedule 13D as Exhibit F is a copy of the
limited partnership agreement of BLP.
Annexed to the Schedule 13D as Exhibit G is a copy of the
limited partnership agreement of Woolens, as amended.
Annexed to the Schedule 13D as Exhibit H is a copy of the
Purchase Agreement dated as of December 29, 1989 between the
Issuer and Woolens, as amended.
Annexed to the Schedule 13D as Exhibit I is a copy of the
Certificate of the Designations, Preferences and Relative
Participating, Optional and Other Special Rights of 12%
Cumulative Convertible Exchangeable Preferred Stock, Series C and
the Qualifications, Limitations and Restrictions Thereof of the
Issuer.
Annexed to the Schedule 13D as Exhibit J is a copy of a
letter dated December, 1989 from Foreman to Messrs. Delano and
Lubin.
Annexed to the Schedule 13D as Exhibit K is a copy of the
partnership agreement of Lubin, Delano & Company, as amended.
Annexed to the Schedule 13D as Exhibit L is a copy of the
1986 Restricted Stock Award Plan of the Issuer, as amended.
Annexed to the Schedule 13D as Exhibit M is a copy of the
1983 Incentive Stock Option Plan of the Issuer, as amended.
Annexed to the Schedule 13D as Exhibit N is a copy of the
Non-Qualified Stock Option Agreement dated as of April 11, 1989
between Warren Delano, Jr. and the Issuer.
Annexed to the Schedule 13D as Exhibit O is a copy of the
Non-Qualified Stock Option Agreement dated as of April 11, 1989
between Michael A. Lubin and the Issuer.
Annexed to the Schedule 13D as Exhibit P is a copy of the
Recapitalization Agreement dated as of April 27, 1990 between
Woolens and the Issuer.
Annexed to the Schedule 13D as Exhibit Q is a copy of the
letter agreement dated as of April 27, 1990 between Messrs.
Delano and Lubin and the Issuer.
Annexed to the Schedule 13D as Exhibit R is a copy of the
Purchase Agreement dated as of April 27, 1990 between Messrs.
Delano and Lubin and the Sellers and Vincent Cavallo.
Annexed to the Schedule 13D as Exhibit S is a copy of the
form of promissory note from Messrs. Delano and Lubin to Vincent
Cavallo, as agent for the Sellers.
Annexed to the Schedule 13D as Exhibit T is a copy of the
Standby Purchase Agreement dated as of April 27, 1990 between
Lubin, Delano & Company and the Issuer.
Annexed to the Schedule 13D as Exhibit U is a copy of the
Amendment Agreement dated as of April 27, 1990 between Precision
and the Issuer.
Annexed to the Schedule 13D as Exhibit V is a copy of the
Option Agreement and Consent dated as of April 27, 1990 among the
N&B Parties, Vincent Cavallo, Precision and Messrs. Delano and
Lubin.
Annexed to the Schedule 13D as Exhibit W is a copy of the
Modification Agreement dated November 15, 1990 among Precision,
Michael A. Lubin, Warren Delano, Jr., Vincent Cavallo and
Neuberger & Berman.
Annexed to the Schedule 13D as Exhibit X is a copy of the
Restructuring Agreement dated as of December 10, 1993 among the
Issuer, Warren Delano and Michael A. Lubin.
Annexed to the Schedule 13D as Exhibit Y is a copy of a
Letter Agreement dated December 10, 1993 among Warren Delano,
Michael A. Lubin, IBJ Schroder Bank & Trust Company, as Trustee,
and the Issuer.
Annexed to the Schedule 13D as Exhibit Z is a copy of the
First Supplemental Indenture dated as of August 1, 1993 between
the Issuer and United States Trust Company of New York, as
Trustee.
Annexed to the Schedule 13D as Exhibit AA is a Release dated
January 18, 1994 by the Issuer to United States Trust Company of
New York, as Trustee on behalf of the Releasing Holders (as
defined therein).
Annexed to the Schedule 13D as Exhibit AB is a copy of the
Indenture dated as of August 1, 1993 between the Issuer and IBJ
Schroder Bank & Trust Company, as Trustee.
[FN]
(1) Pursuant to Rule 13d-2(c) of the 1934 Act, the Exhibits listed in
this Item 7 are not required to be restated electronically, and therefore
have been omitted from this electronic Amendment.
<PAGE>
SIGNATURE
_________
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set
forth in this Statement is true, complete and correct.
Dated: July 10, 1996
/s/Warren Delano
_____________________________
Warren Delano
/s/Michael A. Lubin
_____________________________
Michael A. Lubin
