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) January 27, 2000
Lexington Precision Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-3252 22-1830121
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
767 Third Avenue, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 319-4657
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 27, 2000, January 31, 2000 and February 1, 2000,
respectively, Lexington Precision Corporation issued three press releases,
copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3,
respectively, and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 99.1 Press release dated January 27, 2000.
Exhibit 99.2 Press release dated January 31, 2000.
Exhibit 99.3 Press release dated February 1, 2000.
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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: February 3, 2000 LEXINGTON PRECISION CORPORATION
By: /s/Michael A. Lubin
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Michael A. Lubin
Chairman of the Board
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EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
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99.1 Press release dated January 27, 2000. Filed herewith.
99.2 Press release dated January 31, 2000. Filed herewith.
99.3 Press release dated February 1, 2000. Filed herewith.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
LEXINGTON PRECISION EXTENDS CONSENT SOLICITATION
NEW YORK, January 27, 2000 - Lexington Precision Corporation announced today
that it has extended the expiration of its consent solicitation with respect to
its 12 3/4% Senior Subordinated Notes due February 1, 2000, to 5:00 p.m., New
York City time, on January 31, 2000, unless further extended.
Lexington Precision Corporation manufactures precision rubber and metal
components, which are used primarily by manufacturers of automobiles, automotive
replacement parts, medical devices, and industrial equipment.
Contact: Warren Delano (212) 319-4657
-5-
Exhibit 99.2
FOR IMMEDIATE RELEASE
LEXINGTON PRECISION EXTENDS CONSENT SOLICITATION
NEW YORK, January 31, 2000 - Lexington Precision Corporation (OTC: LEXP)
announced today that it is extending the expiration of its consent solicitation
with respect to its 12 3/4% senior subordinated notes to 5:00 p.m., New York
City time, on February 15, 2000, unless further extended. The company is also
amending the terms of the consent solicitation to seek a waiver of the event of
default that would arise if the company does not pay the senior subordinated
notes at maturity on February 1, 2000.
Lexington Precision Corporation manufactures precision rubber and metal
components, which are used primarily by manufacturers of automobiles, automotive
replacement parts, medical devices, and industrial equipment.
Contact: Warren Delano (212) 319-4657
Exhibit 99.3
FOR IMMEDIATE RELEASE
LEXINGTON PRECISION'S SENIOR SUBORDINATED NOTES MATURE; COMPANY CONTINUES
CONSENT SOLICITATION
NEW YORK, February 1, 2000 - Lexington Precision Corporation (OTC: LEXP)
announced today that it did not pay the $27,412,125 principal balance of its
12 3/4% senior subordinated notes, which matured today. Additionally, the
company announced that it did not pay interest of $1,747,523, which was accrued
on the notes for the period August 1, 1999, through January 31, 2000, and which
was due today. The company remains current on all principal and interest
payments related to all of its other indebtedness, which totals approximately
$67,871,000.
The company has been soliciting consents from holders of the senior subordinated
notes to extend the maturity of the notes to February 1, 2003, but, to date, the
company has not received sufficient consents to effect the extension. If
sufficient consents are obtained, the company would make the February 1, 2000,
interest payment and would pay consenting noteholders a fee equal of 1% of the
principal amount of their notes. Additionally, if sufficient consents are
obtained, the interest rate on the senior subordinated notes would be increased
to 13 1/2% for the period from February 1, 2000, to January 31, 2001; 15 1/2%
for the period from February 1, 2001, to July 31, 2001; 16% for the period from
August 1, 2001, to January 31, 2002; 17% for the period from February 1, 2002,
to July 31, 2002; and 18% for the period from August 1, 2002, to January 31,
2003.
Yesterday, the company extended the expiration date of the consent solicitation
from January 31, 2000, to February 15, 2000. The company is also amending the
terms of the consent solicitation to seek waivers of the event of default that
occurred when the company did not pay the principal balance of the senior
subordinated notes at maturity.
Holders of the defaulted senior subordinated notes are entitled, but not
obligated, to assert remedies against the company. If any such actions were
taken, the company might be required to consider or pursue various alternatives,
including seeking relief from creditors under the Federal bankruptcy code.
The company also announced today that it has reached agreements with all of its
secured and unsecured lenders, other than the holders of the senior subordinated
notes, that will allow it to operate its business without interruption,
notwithstanding the defaults on the senior subordinated notes. The company's
senior secured bank lenders, Congress Financial Corporation, The CIT
Group/Equipment Finance, Inc., and Bank One, NA, and the holders of its 10 1/2%
senior unsecured note and its 14% junior subordinated notes agreed to waive, for
a three-month period, any defaults that may occur on their indebtedness as a
result of non-payment of interest or principal on the senior subordinated notes
and the junior subordinated notes. The holder of the company's 12% secured term
note agreed to extend the maturity date of that note
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Lexington Precision Corporation
February 1, 2000
Page 2
from January 31, 2000, to April 30, 2000, and the holder of the 10 1/2% senior
unsecured note agreed to extend the maturity date of that note from February 1,
2000, to May 1, 2000. The holders of the 14% junior subordinated notes agreed to
defer the interest payments due them on February 1, 2000, until May 1, 2000, or
earlier if the company receives sufficient consents to amend the senior
subordinated notes. All interest rates remain at the contract rates specified in
the existing loan agreements.
Finally, the company announced that, earlier today, Michael A. Lubin and Warren
Delano, who are Chairman of the Board and President of the company,
respectively, converted their holdings of 14% junior subordinated convertible
notes into common stock. The aggregate principal amount of notes converted was
$1,000,000. The company issued 440,000 shares of common stock, par value $.25,
at a conversion rate of $2.2727 per share.
Lexington Precision Corporation manufactures precision rubber and metal
components, which are used primarily by manufacturers of automobiles, automotive
replacement parts, medical devices, and industrial equipment.
Contact: Warren Delano (212) 319-4657
