SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Lexington Precision Corporation
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
529529109
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(CUSIP Number)
Mr. William B. Conner
Conner Holding Company
1030 State Street
Erie, PA 16401-1804
(814) 456-9322
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 16, 2000
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 529529109 Page 2 of 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William B. Conner
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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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
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 61,312 (See Item 5)
BENEFICIALLY ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 220,594
PERSON ----------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
61,312 (See Item 5)
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10 SHARED DISPOSITIVE POWER
220,594
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,906
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12 CHECK BOX 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)
5.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 529529109 Page 3 of 6
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Item 1. Security and Issuer.
This Statement relates to shares of the common stock, par value $0.25
per share (the "Common Stock"), of Lexington Precision Corporation, a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are located
at 767 Third Avenue, 29th Floor, New York, New York 10017.
Pursuant to Rule 101(a)(2) of Regulation S-T, this amendment restates
the entire text of the Statement, but previously filed paper exhibits to such
Statement are not required to be restated, and, therefore, have been omitted.
Item 2. Identity and Background.
(a) The person filing this Statement is William B. Conner, an
individual whose business address is 1030 State Street, Erie, PA 16501-1804.
(b) Mr. Conner is President and a director of Conner Holding
Company, a Nevada corporation, a company engaged primarily in the aircraft
maintenance business.
(c) The business address of Mr. Conner is c/o Conner Holding
Company, 1030 State Street, Erie, Pennsylvania 16505-1804.
(d) During the last five years, Mr. Conner has not been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Conner has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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.
(f) Mr. Conner is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Conner's beneficial ownership of 281,906 shares of the Issuer's Common
Stock resulted from: (i) the purchase by Mr. Conner of 5,000 shares of Common
Stock in an open market purchase on or around March 31, 1975; (ii) the exercise
by Mr. Conner on March 4, 1987 of 5,000 rights, each of which entitled the
holder thereof to purchase one share of Common Stock at an exercise price of
$2.00 (the "Rights"), granted by the Issuer in connection with an offering of
Rights made by means of a registration statement under the Securities Act of
1933, as amended (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; (iii) the prior ownership by
Robinson-Conner, Inc. ("R-C Delaware") of 49,600 shares of Common Stock; (iv)
the prior ownership by Robinson-Conner, Inc., a Nevada corporation of which Mr.
Conner is President and a director (and, prior to April 1, 1991, was a majority
shareholder) ("R-C Nevada"), of 27,000 shares of Common Stock; and (v) the
distribution on December 20, 1990, pursuant to a complete liquidation of Blasius
Limited Partnership, a Delaware limited partnership ("BLP"), of 81,994 shares of
Common Stock and 37,500 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 (the "Warrants"), beneficially owned by BLP to R-C Delaware in
accordance with its partnership interest in BLP and the terms of the partnership
agreement of BLP.
The funds used by Mr. Conner to purchase the securities referred to in
clause (i) of the preceding paragraph came from personal funds of Mr. Conner.
<PAGE>
SCHEDULE 13D
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CUSIP No. 529529109 Page 4 of 6
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The funds used by Mr. Conner in connection with the exercise of the 5,000
Rights referred to in clause (ii) of the first paragraph of this Item 3 came
from personal funds of Mr. Conner. The Rights granted to Mr. Conner as described
in clause (ii) of the first paragraph of this Item 3 were granted by the Issuer
for no consideration.
The securities acquired by R-C Delaware, as described in clause (v) of the
first paragraph of this Item 3, were distributed by BLP for no consideration.
Pursuant to its obligations as a partner of BLP, R-C Delaware made aggregate
contributions to BLP in the amount of $199,987.35. The funds used by R-C
Delaware in connection with such contributions came from working capital of R-C
Delaware.
On February 1, 1991, R-C Nevada transferred 27,000 shares of Common Stock
to Conner Holding Company, a Nevada corporation ("Holding"), of which Mr. Conner
is President, a director and majority shareholder. No consideration was paid for
such transfer.
On April 1, 1991, Holding purchased from R-C Delaware, for an aggregate
purchase price of $33,899.00, 131,1594 shares of Common Stock and 37,500
Warrants. The funds used by Holding to purchase such securities came from
working capital of Holding.
Mr. Conner's beneficial ownership of the Issuer's Common Stock decreased to
219,906 shares of the Issuer's Common Stock as a result of the expiration of
37,500 Warrants on February 4, 1992, each of which entitled Mr. Conner to
purchase one share of Common Stock at a price of $3.575 per share.
On August 16, 2000, Holding purchased 62,000 shares of the Issuer's Common
Stock thereby increasing Mr. Conner's beneficial ownership of the Issuer's
Common Stock to 281,906 shares. The funds used by Holding to purchase such
securities came from working capital of Holding.
Item 4. Purpose of the Transaction.
Mr. Conner has acquired his beneficial ownership of the Issuer's Common
Stock for investment purposes.
Although, except as otherwise disclosed in this Statement, Mr. Conner
presently has no 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, Mr. Conner 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. Conner may be deemed to beneficially own 281,906 shares of
Common Stock, or 5.8% (based upon the 4,828,036 shares of Common Stock
outstanding as of August 10, 2000) of the Issuer's Common Stock.
(b) Mr. Conner has sole power to vote and dispose of 61,312 shares
of Common Stock directly owned by him. Mr. Conner may be deemed to have shared
voting and dispositive power with respect to 220,594 shares of Common Stock he
may be deemed to beneficially own.
(c) For a description of transactions by Mr. Conner in the
Issuer's Common Stock effected within the past 60 days, see Item 3.
(d) Not applicable.
<PAGE>
SCHEDULE 13D
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CUSIP No. 529529109 Page 5 of 6
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. Conner is a member of the Board of Directors of the Issuer. Except as
otherwise described herein, Mr. Conner has no contract, arrangement,
understanding or relationship with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
SCHEDULE 13D
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CUSIP No. 529529109 Page 6 of 6
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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 19, 2000
By: /s/ William B. Conner
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William B. Conner
