EXHIBIT 99.1
FOR IMMEDIATE RELEASE
LEXINGTON PRECISION COMMENCES EXCHANGE OFFER FOR SENIOR 12 3/4%
SUBORDINATED NOTES
NEW YORK, August 6, 2001 - Lexington Precision Corporation (LEXP -
OTC) announced today that it has commenced an offer to registered
holders, as of August 2, 2001, of its 12 3/4% Senior Subordinated
Notes, which matured on February 1, 2000 (the "Old Notes"), to
exchange new Increasing Rate Senior Subordinated Notes (the "New
Notes") for the Old Notes. The exchange offer, which commenced today,
will expire at 12 midnight, New York City time, on September 4, 2001,
unless extended by the company.
The outstanding principal balance of the Old Notes is $27,412,000.
Interest on the Old Notes has not been paid since August 1, 1999.
The New Notes would mature on December 31, 2004, and pay interest
quarterly, on each March 31, June 30, September 30, and December 31,
at the rate of 14% per annum for the period from the date the
exchange offer is consummated to December 31, 2001, and 15% per annum
thereafter. The New Notes would have financial covenants that are
more restrictive than the financial covenants in the Old Notes.
Pursuant to the exchange offer, the company would issue additional
New Notes in satisfaction of accrued and unpaid interest on tendered
Old Notes for the period from August 1, 1999, through the day before
the date the exchange offer is consummated.
Each tendering holder will receive, for each $1,000 principal amount
of Old Notes that the holder tenders in the exchange offer: a cash
participation fee of $30, warrants to purchase 5.45 shares of the
company's common stock, and New Notes in a principal amount equal to
the sum of $1,000 plus the accrued interest on that holder's Old
Notes from August 1, 1999, through the day before the date the
exchange offer is consummated. The participation fee will be paid to
the tendering holder in three equal installments: one-third on the
date the exchange offer is consummated; one-third on September 30,
2001; and one-third on December 31. 2001.
Each warrant will entitle the holder to purchase one share of common
stock at a price of $2.273 per share on or prior to December 31,
2004. If all of the Old Notes are tendered for exchange, the company
would issue warrants to purchase 149,396 shares of common stock;
there are currently 4,828,036 shares of common stock outstanding.
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The exchange offer is subject to, among other things, the valid
tender in the exchange offer of not less than 99% of the Old Notes.
The terms of the New Notes and the exchange offer are the result of
negotiations with the four largest holders of the Old Notes, who
hold, in the aggregate, 74.7% of the outstanding Old Notes. Each of
these holders has advised the company that it will tender its Old
Notes in the exchange offer.
The company's ability to complete the exchange offer is also
contingent upon its ability to (1) reach agreement with the holder of
its senior, unsecured note on an extension of the maturity date of
that note, (2) reach agreement with certain of its trade creditors on
extensions of certain of its past-due accounts payable, and (3) reach
agreement with its senior, secured lenders on amendments to the terms
of its financing arrangements, or negotiate senior secured financing
arrangements with other lenders, that provide the company with
adequate financing to operate its business and meet its rescheduled
debt payments. Although the company is holding discussions with these
various creditors, there can be no assurance that it will be
successful.
If the minimum required tenders are obtained and the exchange offer
is consummated, the company will pay holders of Old Notes who do not
tender their Old Notes in the exchange offer the full principal of
and accrued interest on their Old Notes. The maximum amount that can
be paid to holders who do not tender is $274,000 plus accrued
interest thereon.
Wilmington Trust Company is acting as the tabulating agent,
depositary and exchange agent for the exchange offer. Holders who
wish to tender their Old Notes may do so using The Depository Trust
Company's automated tender offer program ("ATOP") procedures.
Instructions regarding use of the ATOP procedures as well as the
detailed terms and conditions of the exchange offer are set forth in
the offering circular, which will be distributed to the holders of
the Old Notes within the next several days. The company has the right
to extend, amend, or terminate the exchange offer.
Lexington Precision Corporation manufactures rubber and metal
components that are used primarily by manufacturers of automobiles,
automotive replacement parts, and medical devices.
Contact: Warren Delano, President (212) 319-4657
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