<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934 For the quarterly period ended March 31, 1998
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934 For the transition period to
Commission File Number: 333-1992
RBX CORPORATION
RUBATEX CORPORATION
GROENDYK MANUFACTURING COMPANY, INC.
HOOVER-HANES RUBBER CUSTOM MIXING CORP.
MIDWEST RUBBER CUSTOM MIXING CORP.
OLETEX INC.
UNIVERSAL POLYMER & RUBBER COMPANY
UNIVERSAL RUBBER COMPANY
WALTEX CORPORATION
(Exact name of Registrants as specified in their charters)
---------------------------------------------------------
<TABLE>
<S> <C>
Delaware 94-3231901
Delaware 54-1563245
Delaware 54-1563246
Delaware 54-1916475
Delaware 34-1662710
Delaware 36-3978227
Delaware 34-1662276
Delaware 58-1916233
Delaware 54-1563248
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
5221 ValleyPark Drive
Roanoke, Virginia 24019
(Address of principal executive offices)
Registrant's telephone number, including area code: (540) 561 - 6000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
YES X NO
----- -----
The number of shares of Common Stock of RBX Corporation, $0.01 per share par
value, outstanding as of March 31, 1998 was 1,000.
<PAGE>
RBX CORPORATION
Index
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I.................................................................... 1
ITEM 1. Financial Statements (unaudited)............................ 1
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 7
PART II................................................................... 11
ITEM 6. Exhibits and Reports on Form 8-K............................ 11
</TABLE>
<PAGE>
PART I
ITEM 1. Financial Statements
RBX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ ---------
<S> <C> <C>
Cash and cash equivalents............................................................ $ 166 $ 247
Accounts receivable, less allowance for doubtful accounts of
$1,505 and $1,622, respectively.................................................... 38,030 40,917
Inventories.......................................................................... 39,810 42,407
Prepaid and other current assets..................................................... 1,184 1,320
--------- ---------
Total current assets............................................................ 79,190 84,891
Property, plant and equipment, net................................................... 97,374 96,641
Intangibles and other assets, net.................................................... 99,357 98,205
--------- ---------
Total assets.................................................................... 275,921 279,737
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable..................................................................... 17,215 22,201
Accrued liabilities.................................................................. 15,766 20,180
Current portion of postretirement benefit obligation................................. 2,137 2,137
Current portion of long-term debt.................................................... 350 357
--------- ---------
Total current liabilities....................................................... 35,468 44,875
Long-term debt....................................................................... 205,687 206,599
Postretirement benefit obligation.................................................... 32,910 33,169
Pension benefit obligation........................................................... 9,416 9,457
Other liabilities.................................................................... 1,704 1,704
Commitments and contingencies........................................................ -- --
Stockholder's equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding..... -- --
Additional paid-in-capital......................................................... 58,103 58,103
Accumulated deficit................................................................ (67,367) (74,170)
--------- ---------
Total stockholder's equity...................................................... (9,264) (16,067)
--------- ---------
Total liabilities and stockholder's equity...................................... $ 275,921 $ 279,737
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
1
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RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
March 31, March 31,
1997 1998
--------- ---------
<S> <C> <C>
Net sales............................................................... $ 71,822 $ 72,441
Cost of goods sold...................................................... 59,837 64,252
--------- ---------
Gross profit............................................................ 11,985 8,189
Selling, general and administrative costs............................... 7,213 7,563
Management fees......................................................... 251 251
Amortization of goodwill and other intangibles.......................... 830 833
Other expense........................................................... -- 26
--------- ---------
Operating income (loss)................................................. 3,691 (484)
Interest expense, including amortization
of deferred financing fees............................................. 4,834 6,319
--------- ---------
Loss before income taxes................................................ (1,143) (6,803)
Income tax benefit...................................................... (201) --
--------- ---------
Net loss................................................................ $ (942) $ (6,803)
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
RBX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
3 Months 3 Months
Ended Ended
March 31, March 31,
1997 1998
-------- ---------
<S> <C>
Operating activities:
Net loss........................................................................................ $ (942) $ (6,803)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation................................................................................ 2,073 2,459
Amortization................................................................................ 1,057 1,152
Provision for deferred income taxes......................................................... (257) -
Loss on disposal of equipment............................................................... - 26
Increase (decrease) in cash from changes in assets and liabilities net of effect of
business acquisition:
Accounts receivable..................................................................... (7,268) (2,887)
Inventories............................................................................. (766) (2,597)
Prepaid and other current assets........................................................ 227 (136)
Other assets............................................................................ (320) -
Accounts payable........................................................................ 3,943 4,986
Accrued liabilities..................................................................... 3,351 4,414
Other liabilities....................................................................... 162 300
--------- ----------
Net cash provided by operating activities....................................................... 1,260 914
Investing activities:
Capital expenditures............................................................................ (5,144) (1,757)
Acquisitions, net of cash acquired.............................................................. (821) -
Proceeds from disposals of property, plant and equipment........................................ - 5
--------- ----------
Net cash used in investing activities........................................................... (5,965) (1,752)
Financing activities:
Proceeds from borrowings........................................................................ 5,000 1,000
Principal payments on long-term debt............................................................ (3,588) (81)
--------- ----------
Net cash provided by financing activities....................................................... 1,412 919
Net increase (decrease) in cash and cash equivalents............................................ (3,293) 81
Cash and cash equivalents:
Beginning of period.......................................................................... 3,293 166
--------- ----------
End of period................................................................................ $ - $ 247
========= ==========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except as otherwise noted)
1. Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements include the
accounts of RBX Corporation and its wholly owned subsidiaries (the "Company").
The Company's subsidiaries, Rubatex Corporation, OleTex, Inc., Groendyk Mfg Co.,
Inc., Universal Polymer & Rubber, Inc., Midwest Rubber Custom Mixing Corp., and
Hoover-Hanes Rubber Custom Mixing Corp., operate manufacturing facilities which
are located in the southeastern United States, Ohio and Illinois.
The interim financial data as of and for the three months ended March 31, 1998
are unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial information. Accordingly, they do
not include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In management's
opinion, all adjustments (consisting of adjustments of a normal recurring
nature) necessary for a fair presentation have been included. The year-end
balance sheet information was derived from audited financial statements, but
excludes certain disclosures included in the Company's annual report on Form
10-K.
These condensed consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto as well as the other
information included in the Company's annual report on Form 10-K for the year
ended December 31, 1997. The results of operations and cash flows for the
interim periods presented are not necessarily indicative of the results for the
full year or any other interim period.
2. Inventories
Components of inventory are as follows:
December 31, March 31,
1997 1998
------------ --------
Raw materials $ 15,593 $ 17,369
Work-in-process 4,154 5,086
Finished goods 20,063 19,952
-------- --------
$ 39,810 $ 42,407
======== ========
3. Long-Term Debt
RBX Corporation is a holding company with no assets or operations other than its
investments in its subsidiaries. All of RBX Corporation's subsidiaries are
wholly owned and have guaranteed the Senior Secured Notes and the Senior
Subordinated Notes on a full, unconditional, and joint and several basis.
Indebtedness under the Company's revolving credit facility is guaranteed by RBX
Corporation and its existing and future subsidiaries and is collateralized by a
first-priority lien in all accounts receivable, inventory, and general
intangibles (to the extent related to accounts receivable and inventory).
Separate financial statements of the guarantor subsidiaries have not been
presented as management has determined that such separate financial statements
would not be material to an investor.
4
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RBX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
3. Long-Term Debt, continued
The Company's indebtedness contains certain restrictions which, among other
things, restrict its ability to incur additional indebtedness, issue preferred
stock, incur liens, pay dividends, make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates,
merge or consolidate with any other person or sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of its assets. In addition, the
Company's indebtedness contains certain financial covenants including
maintenance of a consolidated interest expense coverage ratio, a leverage ratio,
and maintenance of a minimum level of earnings before interest, taxes,
depreciation and amortization. The Company was in compliance with all terms of
its indebtedness at March 31, 1998. However, due to more restrictive covenant
requirements in future quarters and based on the levels of Adjusted EBITDA
generated from current operations, it is probable that the Company will not
satisfy its covenant requirements at June 30, 1998. The Company is negotiating
with its present lenders to obtain relief from future covenant restrictions.
There can be no assurance that any such amendment will be successful or, if
entered into, what the related terms and conditions would be.
As of March 31, 1998, the Company had available unused borrowing capacity of
$16.8 million under the revolving credit facility.
4. Contingencies
(a) The Company is highly leveraged. At March 31, 1998, the Company's
indebtedness was $207.0 million and its stockholder's equity was a deficit of
$16.1 million. The Company has experienced continued operating losses at
Rubatex's Conover, North Carolina plant, due to ongoing difficulties associated
with the relocation of Ensolite production from Mishawaka, Indiana. These
operating losses have had a negative impact on the Company's results of
operations and liquidity.
Management has undertaken steps which it believes will address the problems at
Conover, including aggressive implementation of proactive maintenance and
monitoring programs to ensure the continuous operation of the machinery and
equipment as well as programs intended to appropriately control the
manufacturing process with a significant focus on reducing scrap. Additionally,
management is continually monitoring its use of working capital, taking cost
reduction measures where practical and carefully scrutinizing the timing of
capital expenditures to ensure the availability of sufficient working capital to
meet its ongoing needs.
If improvements in Conover's operating performance do not materialize in a
timely manner, the Company may be required to take additional measures to ensure
the availability of sufficient cash to sustain operations. Such measures may
include, among other things, reducing or delaying capital expenditures, selling
assets, restructuring its indebtedness, or seeking additional equity capital.
There is no assurance that any of these measures can be effected on satisfactory
terms, if at all.
(b) The Company and its subsidiaries are involved in various suits and claims in
the normal course of business. In the opinion of management, after consultation
with counsel, the ultimate liabilities and losses, if any, that may result from
such suits and claims are not expected to have a material adverse effect on the
financial position, results of operations or liquidity of the Company.
5
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4. Contingencies, continued
(c) The Company is subject to federal, state and local environmental laws which
regulate air and water emissions and discharges; the generation, storage,
treatment, transportation and disposal of solid and hazardous waste; and the
release of hazardous substances, pollutants and contaminants into the
environment. In addition, the Company is responsible for the environmental
clean-up of certain property for contamination which occurred prior to the
Company's ownership. The Company is involved in various environmental
remediation activities resulting from past operations, including designation as
a potentially responsible party, with others, at various EPA designated
Superfund sites. In developing its estimate of environmental remediation costs,
the Company considers, among other things, currently available technological
solutions, alternative cleanup methods, risk-based assessments of the
contamination, and estimates developed by independent environmental consultants.
The Company does not maintain insurance coverage for environmental matters.
Reserves have been recorded which, in management's estimate, will be sufficient
to satisfy anticipated costs of known remediation requirements. As a result of
factors such as the continuing evolution of environmental laws and regulatory
requirements, the availability and application of technology, and the
identification of presently unknown RBX remediation sites, estimated costs for
future environmental compliance and remediation are necessarily imprecise, and
it is not possible to predict the amount or timing of future costs of
environmental remediation requirements which may subsequently be determined.
Based upon information presently available, such future costs are not expected
to have a material adverse effect on the Company's competitive or financial
position or its ongoing results of operations. However, such costs could be
material to results of operations in a future period.
6
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Introduction
The following discussion and analysis provides information which management
believes is relevant to an understanding of the operations and financial
condition of RBX Corporation and subsidiaries (the "Company"). This discussion
and analysis should be read in conjunction with the condensed consolidated
financial statements and notes thereto included in this Form 10-Q as well as the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
Basis of Presentation
The following table sets forth, for the periods shown, net sales, gross profit,
selling, general and administrative costs ("SG&A"), operating income (loss) and
net income (loss) in millions of dollars and as a percentage of net sales.
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------------------------
1997 1998
----------------- ------------------
<S> <C> <C> <C> <C>
Net sales.................... $ 71.8 100.0% $ 72.4 100.0%
Gross profit................. 12.0 16.7 8.2 11.3
SG&A......................... 7.2 10.0 7.6 10.5
Operating income (loss)...... 3.7 5.2 (0.5) -0.7
Net income (loss)............ (0.9) -1.3 (6.8) -9.4
</TABLE>
Results of Operations
Net Sales
Net sales increased to $72.4 million for the three months ended March 31, 1998
compared to $71.8 million for the same period in 1997, an increase of $0.6
million or 0.8%.
Net sales for the Company's foam product operations (the "Foam Group") increased
to $54.4 million for the quarter ended March 31, 1998 from $53.1 million for the
quarter ended March 31, 1997, an increase of $1.3 million or 2.4%. Increases at
Rubatex and OleTex of $3.0 and $0.1 million, respectively, were offset by
decreases at Universal and Groendyk of $1.1 million and .7 million,
respectively.
Universal's sales decreased due to a continued softening in demand for certain
of its products and due to customers lost in connection with the relocation of
extrusion operations from Dawsonville, Georgia to Middlefield, Ohio. Groendyk's
net sales were also impacted by a softening in the markets for its products.
Net sales at the Company's custom rubber mixing operations (the "Mixing Group")
decreased slightly to $20.8 million in the first quarter of 1998 compared to
$20.9 million in the first quarter of 1997, a decrease of $0.1 million or 0.5%.
Gross Profit
Gross profit decreased to $8.2 million for the three months ended March 31, 1998
from $12.0 million for the three months ended March 31, 1997, a decrease of $3.8
million or 31.7%.
Efforts to improve operations and reduce costs in Rubatex's Bedford, Virginia
operations yielded an improvement in gross profit of $0.8 million in the first
quarter of 1998 compared to the first quarter of 1997. However, the improvement
at Bedford was more than offset by decreased gross profit at Rubatex's Conover,
North Carolina plant. The decrease in gross profit at Conover is the result of
continued
7
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difficulties associated with the relocation of Ensolite production from
Mishawaka Indiana to the Conover North Carolina facility. Management has focused
its efforts on correcting the problems at Conover and recent improvements have
been noted in terms of reduced scrap and machinery up-time; however, these
operating improvements, which were noted late in the first quarter, have not yet
resulted in a measurable improvement in the financial results.
Foam Group gross profit decreased to $5.8 million in the first quarter of 1998
from $10.0 million in the first quarter of 1997, a decrease of $4.2 million or
42.0%. Although Conover was the largest cause of the decline, decreases in
gross profit of $0.4 million, $0.3 million, and $0.3 million were experienced at
Universal, Groendyk, and OleTex, respectively.
Mixing Group gross profit increased to $2.7 million in the first quarter of 1998
from $2.3 million in the first quarter of 1997, an increase of $0.4 million or
17.4%.
SG&A
SG&A increased to $7.6 million in the first quarter of 1998 from $7.2 million in
the first quarter of 1997, an increase of $0.4 million or 5.6%. As a percentage
of net sales, SG&A increased slightly to 10.5% in 1998 from 10.0% in 1997. This
increase in SG&A is due primarily to increased commissions resulting from the
overall higher sales at Rubatex and increased personnel costs at Universal in
the sales and marketing and engineering areas.
Operating Income
Operating income decreased to an operating loss of $0.5 million for the three
months ended March 31, 1998 compared to operating income of $3.7 million for the
three months ended March 31, 1997, a decrease of $4.2 million. The
aforementioned declines at Conover and Universal as well as the increase in SG&A
are the primary cause of the decrease in operating income.
Net Loss
The first-quarter net loss increased to $6.8 million from $0.9 million in the
prior year. In addition to the aforementioned factors, the net loss was impacted
by an increase in interest expense of $1.5 million due to higher overall levels
of indebtedness and higher carrying cost of the Senior Secured Notes. A decrease
in income tax benefits recorded of $0.2 million also impacted the net loss.
Liquidity and Capital Resources
The Company's primary source of liquidity is cash flow from operations and
borrowings under a revolving credit facility. Pursuant to its operating
strategy, the Company maintains minimal to no cash balances and is substantially
dependent upon, among other things, the availability of adequate working capital
financing to support inventories and accounts receivable. The Company's credit
agreement provides for a $25.0 million revolving credit facility, subject to a
borrowing base formula, $2.2 million of which is reserved for an irrevocable
standby letter of credit. As of March 31, 1998, borrowings on the line of credit
were $6.0 million and unused borrowing capacity under the Credit Agreement was
$16.8 million.
The Company is highly leveraged. At March 31, 1998, the Company's indebtedness
was $207.0 million and its stockholder's equity was a deficit of $16.1 million.
The problems at Conover (see "Results of Operations") have had a negative impact
on the Company's results of operations. If improvements in Conover's operating
performance do not materialize in a timely manner, the Company may be required
to take additional measures to ensure the availability of sufficient cash to
sustain operations. Such measures may include, among other things, reducing or
delaying capital expenditures, selling assets, restructuring its indebtedness,
or seeking additional equity capital. There is no assurance that any of these
measures can be effected on satisfactory terms, if at all.
The Company receives substantial ongoing financial and management services from
American Industrial Partners ("AIP"), an affiliate of the majority owners of the
Company's stockholder. AIP has deferred cash
8
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payments with respect to the management fees it charges the Company; however,
the accrual of such fees will continue.
Cash Flow From Operating Activities
Cash flow from operating activities for the first quarter of 1998 decreased to
$0.9 million from $1.3 million for the first quarter of 1997. The increased net
loss in the first quarter of 1998 was the primary contributor to the decreased
operating cash flows for the same period; however, the cash effect of the
increased net loss was partially mitigated by a decrease in working capital
requirements of $3.7 million for the three months ended March 31, 1998.
Cash Flow From Investing Activities
Cash used in investing activities was $1.8 million for the first quarter of 1998
compared to $6.0 million for the first quarter of 1997. Capital expenditures
were $1.8 million in for the three months ended March 31, 1998 compared to $5.1
million for the three months ended March 31, 1997. The Company intends to
continue its strategy of investing in improved plant and equipment with planned
capital expenditures of approximately $7.6 million for 1998 subject to the
availability of cash.
Cash Flow From Financing Activities
Cash provided from financing activities decreased to $0.9 million in the first
quarter of 1998 from $1.4 million in the first quarter of 1997. For the three
months ended March 31, 1998, proceeds from borrowings under the revolving credit
facility were $1.0 million compared to $5.0 million for the three months ended
March 31, 1997.
During 1998, interest payments in connection with the Senior Secured Notes and
Senior Subordinated Notes are required as follows: $5.6 million in April; $6.0
million in July; and $5.6 million in October. The Senior Secured Notes and the
Senior Subordinated Notes mature as follows: $100 million in January 2003 and
$100 million in October 2005.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization
Adjusted earnings before interest, taxes, depreciation and amortization
("Adjusted EBITDA"), decreased to $3.3 million for the three months ended March
31, 1998, from $7.0 million for the comparable period in 1997, a decrease of
$3.7 million.
Management believes EBITDA is one indicator of a company's liquidity; however,
EBITDA, as presented above, may not be comparable to similarly titled measures
of other companies unless such measures are calculated in substantially the same
fashion. The Company believes that EBITDA, while providing useful information,
does not represent cash available to service debt and that it should not be
considered in isolation or as a substitute for the consolidated statement of
operations prepared in accordance with generally accepted accounting principles.
For example, EBITDA should not be considered an alternative to net income as an
indicator of operating performance or an alternative to the use of cash flows as
a measure of liquidity. Moreover, EBITDA does not reflect, as does cash flow
from operations, the cash needed to support changes in working capital.
The Company's indebtedness contains certain restrictions which, among other
things, restrict its ability to incur additional indebtedness, issue preferred
stock, incur liens, pay dividends, make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates,
merge or consolidate with any other person or sell, assign, transfer, lease,
convey or otherwise dispose of substantially all of its assets. In addition, the
Company's indebtedness contains certain financial covenants including
maintenance of a consolidated interest expense coverage ratio, a leverage ratio,
and maintenance of a minimum level of earnings before interest, taxes,
depreciation and amortization. The Company was in compliance with all terms of
its indebtedness at March 31, 1998. However, due to more restrictive covenant
requirements in future quarters and based on the levels of Adjusted EBITDA
generated from current operations, it is probable that the Company will not
satisfy its covenant requirements at June 30, 1998. The Company is negotiating
with its present lenders to obtain relief from future covenant
9
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restrictions. There can be no assurance that any such amendment will be
successful or, if entered into, what the related terms and conditions would be.
Disclosure Regarding Forward-Looking Statements
The information herein may include "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements, other than statements of
historical facts included herein, regarding the Company's financial position,
business strategy and cost cutting plans may constitute forward-looking
statements. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Actual results could differ
materially from the Company's expectations. Information on significant potential
risks and uncertainties not discussed herein may be found in the Company's
filings with the Securities and Exchange Commission.
New Accounting Standards
In June, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." The adoption of this statement, which was required at the
beginning of 1998, had no effect on the Company's financial statements.
In April, 1998, the Accounting Standards Executive Committee ("AcSEC") of the
American Institute of Certified Public Accountants issued Statement of Position
98-5 (the "SOP"), "Reporting on the Costs of Start-Up Activities." The SOP
requires that the costs of start-up activities be expensed as incurred.
Management estimates that previously capitalized start-up costs of approximately
$5.4 million meet the definitions set forth in the SOP. Initial adoption of the
SOP must be reported as a cumulative effect of a change in accounting
principles. The SOP is effective for fiscal years beginning after December 15,
1998; however, earlier application is encouraged. Management has not yet
determined if the provisions of the SOP will be adopted prior to its effective
date.
10
<PAGE>
PART II
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Item
- ----------- -----------------------------------------------------------------
<S> <C>
3.1 Certificate of Incorporation of RBX Corporation.****
3.2 By-laws of RBX Corporation.*
3.3 Certificate of Incorporation of Rubatex Corporation.****
3.4 By-laws of Rubatex Corporation.*
3.5 Certificate of Incorporation of Groendyk Manufacturing Company,
Inc.****
3.6 By-laws of Groendyk Manufacturing Company, Inc.*
3.7 Certificate of Incorporation of Hoover-Hanes Custom Rubber Mixing
Corp.****
3.8 By-laws of Hoover-Hanes Custom Rubber Mixing Corp.*
3.9 Certificate of Incorporation of Midwest Rubber Custom Mixing
Corp.****
3.10 By-laws of Midwest Rubber Custom Mixing Corp.*
3.11 Certificate of Incorporation of OleTex, Inc.****
3.12 By-laws of OleTex, Inc.*
3.13 Certificate of Incorporation of Universal Polymer & Rubber
Company.****
3.14 By-laws of Universal Polymer & Rubber Company.*
3.15 Certificate of Incorporation of Universal Rubber Company.****
3.16 By-laws of Universal Rubber Company.*
3.17 Certificate of Incorporation of Waltex Corporation.****
3.18 By-laws of Waltex Corporation.*
4.1 Indenture, dated as of October 16, 1995, among RBX Corporation,
each Subsidiary Guarantor and United States Trust Company of New
York, as Trustee.*
4.2 Forms of Series A and Series B 11 1/4% Senior Subordinated Notes
including the Form of Subsidiary Guarantees.*
4.3 Purchase Agreement, dated as of October 6, 1995, among RBX
Corporation, each Subsidiary Guarantor (effective as of October
16, 1995), Donaldson, Lufkin & Jenrette Securities Corporation
and Chemical Securities Inc.*
</TABLE>
11
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4.4 Registration Rights Agreement, dated as of October 16, 1995, by and
among RBX Corporation, each Subsidiary Guarantor, Donaldson, Lufkin &
Jenrette Securities Corporation and Chemical Securities Inc.*
4.5 Stockholders Agreement, dated as of October 16, 1995, among RBX Group,
Inc., American Industrial Partners Capital Fund II, L.P. and certain
other signatories thereto.*
4.6 Securities Purchase Agreement, dated as of June 10, 1996, among RBX
Group, Inc. and American Industrial Partners Capital Fund, L.P.**
4.7 Stockholders Agreement, dated as of June 10, 1996, among RBX Group,
Inc. and American Industrial Partners Capital Fund, L.P.**
4.8 Indenture, dated as of December 11, 1997, among RBX Corporation, each
Subsidiary Guarantor and State Street Bank and Trust Company, as
trustee (the "Trustee").***
4.9 Forms of 12% Series A and Series Senior Secured Notes including the
Form of Subsidiary Guarantees.***
4.10 Purchase Agreement, dated as of December 5, 1997, among RBX
Corporation, each Subsidiary Guarantor (effective as of October 16,
1995), Donaldson, Lufkin & Jenrette Securities Corporation and Chase
Securities Inc.***
4.11 Registration Rights Agreement, dated as of December 11, 1997, by and
among RBX Corporation, each Subsidiary Guarantor, Donaldson, Lufkin &
Jenrette Securities Corporation and Chase Securities Inc.***
4.12 Company Security Agreement, dated as of December 11, 1997, made by RBX
Corporation in favor of the Trustee.***
4.13 Company Pledge Agreement, dated as of December 11, 1997, made by RBX
Corporation in favor of the Trustee.***
4.14 Company Copyright Security Agreement, dated as of December 11, 1997,
made by RBX Corporation in favor of the Trustee.***
4.15 Company Patent Security Agreement, dated as of December 11, 1997, made
by RBX Corporation in favor of the Trustee.***
4.16 Company Trademark Security Agreement, dated as of December 11, 1997,
made by RBX Corporation in favor of the Trustee.***
4.17 Subsidiaries' Security Agreement, dated as of December 11, 1997, made
by each of the Subsidiary Guarantors in favor of the Trustee.***
4.18 Subsidiaries' Pledge Agreement, dated as of December 11, 1997, made by
each of the Subsidiary Guarantors in favor of the Trustee.***
4.19 Subsidiaries' Copyright Security Agreement, dated as of December 11,
1997, made by each of the Subsidiary Guarantors in favor of the
Trustee.***
4.20 Subsidiaries' Patent Security Agreement, dated as of December 11,
1997, made by each of the Subsidiary Guarantors in favor of the
Trustee.***
4.21 Subsidiaries' Trademark Security Agreement, dated as of December 11,
1997, made by each of the Subsidiary Guarantors in favor of the
Trustee.***
12
<PAGE>
10.1 Credit Agreement, dated as of December 11, 1997, among RBX
Corporation, the several banks and other financial institutions from
time to time parties thereto (the "Lenders") and The Chase Manhattan
Bank, as agent (the "Agent").***
10.2 Senior Security Agreement, dated as of December 11, 1997, made by RBX
Corporation and each of the Subsidiary Guarantors in favor of the
Agent.***
10.3 Guarantee Agreement, dated as of December 11, 1997, made by each of
the Subsidiary Guarantors in favor of the Agent.***
10.4 Intercreditor Agreement, dated as of December 11, 1997, by and among
RBX Corporation, each of the Subsidiary Guarantors, the Agent and the
Trustee.***
10.5 Agreement and Plan of Merger, dated as of August 2, 1995, by and among
RBX Investors, Inc., RBX Group, Inc., RBX-AIP Acquisition, Inc. and
AEA Investors, Inc.*
10.6 Amendment to Agreement and Plan of Merger, dated as of September 25,
1995, by and among RBX Investors, Inc., RBX Group, Inc., RBX-AIP
Acquisition, Inc. and AEA Investors, Inc.*
10.7 Management Services Agreement, dated as of October 16, 1996, by and
among RBX Group, Inc., RBX Corporation, each of the Subsidiary
Guarantors, and American Industrial Partners.*
10.8 Management Stock Option Plan Adopted by the Board of Directors of RBX
Group, Inc. as of October 16, 1995.*
10.9 Employment Agreement between RBX Corporation and John C. Cantlin.***
10.10 Employment Agreement between RBX Corporation and Timothy J.
Bernlohr.***
10.11 Employment Agreement between RBX Corporation and Mark T. Dobbins.***
10.12 Employment Agreement between RBX Corporation and Alfred H. Turner.***
10.13 Executive Employees Supplemental Retirement Plan as Amended and
Restated December 15, 1993.*
10.14 Pension Plan effective as of January 1, 1991.*
21.1 Subsidiaries of RBX Corporation.***
27.1 Financial Data Schedule.
- ------------
*Incorporated by reference to Registration Statement on Form S-4, File No.
333-1992, filed on March 5, 1996 and amended on April 15, 1996 and on April 24,
1996.
**Incorporated by reference to RBX Corporation's Quarterly Report on Form 10-Q
for the period ended June 30, 1996, filed on August 14, 1996 and amended on
August 20, 1996.
***Incorporated by reference to RBX Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, filed on March 27, 1997.
****Incorporated by reference to Registration Statement on Form S-4, File No.
333-49735, filed on April 9, 1998.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ending March 31, 1998.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RBX CORPORATION
---------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
---------------- ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
14
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RUBATEX CORPORATION
-------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
---------------- ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
15
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GROENDYK MANUFACTURING COMPANY, INC.
------------------------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
---------------- ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
16
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOOVER-HANES RUBBER CUSTOM MIXING CORP.
---------------------------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
---------------- ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
17
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MIDWEST RUBBER CUSTOM MIXING CORP.
----------------------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
------------ ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLETEX INC.
------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
------------ ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
19
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL POLYMER & RUBBER COMPANY
----------------------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
------------ ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
20
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL RUBBER COMPANY
------------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
------------ ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
21
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the
Registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WALTEX CORPORATION
------------------
(Registrant)
Date: May 15, 1998 /s/ John C. Cantlin
------------ ----------------------------------------
JOHN C. CANTLIN
VICE PRESIDENT, CHIEF FINANCIAL
OFFICER & TREASURER
22
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PAGE>
<ARTICLE> 5
<CIK> 0001010143
<NAME> RUBATEX CORP
[CIK] 0001010181
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[CIK] 0001010182
[NAME] HOOVER HANES RUBBER CUSTOM MIXING CORP
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[CIK] 0001010150
[NAME] UNIVERSAL RUBBER CO
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<SALES> 72,441
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