SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6 (e) 92))
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Industrial Rubber Products, Inc.
------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed
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<PAGE>
INDUSTRIAL RUBBER PRODUCTS, INC.
3804 EAST 13TH STREET
HIBBING, MINNESOTA 55746
APRIL 19, 1999
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
For the Annual Meeting of Stockholders of
Industrial Rubber Products, Inc.
To Be Held on May 25, 1999
<PAGE>
NOTICE OF ANNUAL MEETING
to be held Tuesday, May 25, 1999
To the Stockholders:
The Annual Meeting of the Stockholders of Industrial Rubber Products, Inc.,
a Minnesota Corporation will be held on Tuesday, May 25, 1999 at 10:00 a.m.,
Central Time, at the Hibbing Park Hotel, Hibbing, MN for the following purposes:
(1) To elect five directors of the Company to serve for the ensuing year,
and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors recommends a vote IN FAVOR of each of the director
nominees.
The Board of Directors set April 12, 1999 as the record date for the
determination of stockholders entitled to vote at the Annual Meeting of
Stockholders. Only Stockholders of record at the close of business on that date
will be entitled to receive notice of and to vote at the meeting.
All stockholders are cordially invited and encouraged to attend the meeting
in person.
Even if you expect to attend the meeting, you are requested to sign the
enclosed proxy and return it promptly in the accompanying envelope. Stockholders
who execute proxies retain the right to revoke them at any time before they are
voted.
The Company's Annual Report for 1998 is being mailed to the stockholders
with this Notice.
By Order of the Board of
Directors
John M. Kokotovich
Secretary
Hibbing, Minnesota
April 19, 1999
<PAGE>
INDUSTRIAL RUBBER PRODUCTS, INC.
3804 East 13th Street
Hibbing, MN 55746
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of Industrial Rubber
Products, Inc. to be held on May 25, 1999 and is being mailed to stockholders on
or about April 19, 1999.
The proxy when properly signed, dated and returned to the Company, will be
voted by the proxies at the annual meeting as directed. Proxy cards returned
without direction about business to be transacted at the meeting will be voted
in favor of the election of Daniel O. Burkes, Paul A. Friesen, Christopher M.
Liesmaki, James D. Mackay and John R. Ryan, Jr.
The Company can conduct business at the meeting only if holders of a
majority of the total outstanding shares of Common Stock entitled to vote, a
quorum, are present in person or by proxy. Abstentions and broker non-votes are
counted for purposes of determining the presence or absence of a quorum at the
meeting for the transaction of business. The election of directors requires at
least a majority vote of the shares present and entitled to vote at the meeting.
Unless contrary instructions are indicated on the proxy, all shares represented
by valid proxies will be voted "FOR" the election of all nominees for director
named herein.
The enclosed proxy is solicited by the Board of Directors of the Company
and will be voted at the Annual Meeting and any adjournment of the meeting. The
only business that the Board of Directors intends to present or knows will be
presented is the election of directors. The proxy also confers discretionary
authority upon the persons named therein, or their substitutes, to vote on any
other business that may be properly come before the meeting.
REVOCABILITY OF PROXY
The proxy may be revoked at any time before it is exercised by delivering a
written revocation to the Secretary of the Company. Execution of the enclosed
form of proxy will not affect a stockholder's right to attend the meeting and
vote in person. Any stockholder giving a proxy may also revoke it at any time
before it is exercised by attending the meeting and voting in person.
Stockholders may vote all their eligible shares if they are personally present
at the meeting. When a stockholder votes at the meeting, his or her vote will
revoke any proxy previously granted by the stockholder.
EXPENSE AND MANNER OF SOLICITATION
The cost of preparing and mailing this proxy statement and the solicitation
of proxies will be paid by the Company. Solicitations will be made by mail but
in some cases may also be made by telephone or personal call of officers,
directors or regular employees of the Company who will not be specially
compensated for such solicitation. The Company will also pay the cost of
supplying necessary additional copies of the solicitation material and the
Company's Annual Report for 1998 to the beneficial owners of shares of stock
held of record by brokers, dealers, banks and voting trustees, and their
nominees. Upon request, the Company will also pay reasonable expenses of record
holders for mailing such materials to the beneficial owner.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As of April 12, 1999, the record date for the Annual Meeting, the Company
had issued and outstanding 4,184,500 shares of common stock, $.001 par value per
share. Each share entitles its owner to one vote. Only stockholders of record at
the close of business on April 12, 1999 may vote.
The following table sets forth information regarding ownership of the
Company's Common Stock as of December 31, 1998 by each director and nominee for
director; by each of the named Executive Officers; by directors, nominees and
Executive Officers as a group; and by other persons who, to the knowledge of the
Company, own of record or beneficially more than 5% of the outstanding Common
Stock of the Company.
<PAGE>
<TABLE>
<S> ........... <C> <C>
NAME and ADDRESSES OF AMOUNT AND NATURE OF STOCK
BENEFICIAL OWNER OR GROUP BENEFICIAL OWNERSHIP(1) OPTIONS
Directors
(other than Executive Officers)
Paul A. Friesen ............... 4,000 10,000 (2)
Route 1 Box 436A
Detroit Lakes, MN 56501
James D. Mackay ............... -0- 10,000 (2)
2000 Highway 88
Globe, AZ 85501
John R. Ryan, Jr. ............. 2,000 10,000 (2)
302 E. Howard St.
Hibbing, MN 55746
Executive Officers
Daniel O. Burkes .............. 2,944,600 (3) (4)
3804 East 13th St.
Hibbing, MN 55746
Christopher M. Liesmaki ....... 2,000 30,000 (5)
3804 East 13th St.
Hibbing, MN 55746
Richard M. Radovich ........... -0- 25,000 (6)
3804 East 13th St.
Hibbing, MN 55746
John M. Kokotovich ............ 1,000 30,000 (5)
3804 East 13th St.
Hibbing, MN 55746
Directors and all Executive
Officers, as a Group (7 persons) 2,953,600 115,000
Five Percent and Greater Shareholders
Nancy J. Burkes................ 2,944,600 (3) (7)
3804 East 13th St.
Hibbing, MN 55746
<PAGE>
<FN>
(1) Unless otherwise noted, ownership is direct.
(2) Consists of the option to purchase 10,000 shares of stock restricted under
the Company's January 30, 1998 Stock Option Plan.
(3) Includes 600 shares owned by Nicole C. Burkes, Mr. and Mrs. Burkes'
daughter, as to which they disclaim beneficial ownership.
(4) Includes 10,000 shares owned by Nelson Roofing, Inc., a Minnesota
Corporation wholly owned by Mr. Burkes, and as to which Mr. Burkes has voting
and investment power.
(5) Consists of the option to purchase 30,000 shares of stock restricted under
the Company's January 30, 1998 Stock Option Plan.
(6) Consists of the option to purchase 25,000 shares of stock restricted under
the Company's January 30, 1998 Stock Option Plan.
(7) Comprised of shares owned directly and indirectly by Daniel J. Burkes, Mrs.
Burkes' husband.
</FN>
</TABLE>
Because of his holdings individually, and through Nelson Roofing, Inc., Daniel
O. Burkes is deemed to be a "controlling" person of the Company within the
meaning of Securities Act of 1933, as amended.
ELECTION OF DIRECTORS
Five directors of the Company are to be elected at the Annual Meeting to
hold office until the next annual meeting, until their successors are duly
elected and qualified, or until their earlier resignation or removal. Unless
otherwise directed, proxies will be voted at the meeting for the election of the
persons listed below or, in event of an unforeseen contingency, for different
persons as substitutes. The Board of Directors is recommending this slate of
nominees. Set forth below are the name, age, principal occupation and other
information concerning each nominee.
DANIEL O. BURKES ( 47 )
Mr. Burkes has been the President, Chief Executive Officer, and a Director
of the Company since he founded it in 1986. Prior to founding the Company, Mr.
Burkes was the Sales and Marketing Director of Irathane Systems Incorporated, a
subsidiary of Illinois Tool Works, Inc.
PAUL A. FRIESEN (58)
Mr. Friesen was elected as a Director in 1998. He is the retired owner of
Friesen's Inc. which manufactures, markets and services speciality equipment for
mining and other heavy industries.
CHRISTOPHER M. LIESMAKI (41)
Mr. Liesmaki has been with the Company since 1988 and is presently the Vice
President and Chief Operating Officer. He has previously held the positions of
Sales Engineer, Quality Assurance Coordinator, Sales and Marketing Manager and
General Manager. Mr. Liesmaki is married to a sister-in-law of Daniel O. Burkes.
Mr. Liesmaki was elected a Director in 1998.
JAMES D. MACKAY (51)
Mr. Mackay is the President of Copper State Specialties, Inc. a mining
industry manufacturing and distribution firm located in Globe, Arizona that he
founded over 12 years ago. Besides distributing mining supplies, Copper State
Specialities manufactures high pressure cleaning equipment. Mr. Mackay was
elected to the Board in 1998.
JOHN R. RYAN, Jr. (48)
Mr. Ryan is a Partner and Chartered Financial Consultant with
Ryan-Kasner-Ryan Financial Services, a financial service and retirement planning
firm in Hibbing, Minnesota. Ryan- Kasner-Ryan is an affiliate of CIGNA Financial
Advisors, Inc. a broker/dealer and registered investment advisors. Mr. Ryan
serves on the Board of Directors of Security Financial Services, Inc. and its
wholly owned subsidiary, the Security State Bank of Hibbing. Mr. Ryan was
elected to the Board in 1998.
<PAGE>
BOARD OF DIRECTORS AND ITS COMMITTEES
The present five person Board of Directors of the Company was formed on
July 22, 1998 with the election of three outside directors (Messrs. Friesen,
Mackay and Ryan), the resignation of Nancy J. Burkes as a director, and the
election of Christopher M. Liesmaki to replace her. All of these actions were
taken consistent with the representations of the Company in the connection with
its April 24, 1998 initial public offering. Prior to its July 22, 1998
formation, the Board of Directors had no meetings during 1998 and took all of
its actions by unanimous written consent. Since July 22, 1998 the Board of
Directors of the Company met three times during 1998. Each director attended all
of the meetings of the Board during 1998.
The Board has established two committees, an Audit Committee consisting of
Messrs Friesen, Mackay and Ryan and a Compensation Committee consisting of
Messrs Burke, Friesen and Ryan.
The Audit Committee is responsible for reviewing and reporting to the full
board concerning the engagement of independent public accountants, internal
audit systems and any other matters that might significantly affect the
Company's financial status. This committee did not meet during 1998.
The Compensation Committee is responsible for administrating the Company's
compensation plans and in approving compensation levels for executive officers
and directors. This committee met for the first time on February 12, 1999.
DIRECTORS' COMPENSATION
Compensation for Non-employee Directors has two components, the first being
paid in cash, and the second being tied to the Company's Common Stock.
Each Non-employee Director receives a fee of $400.00 per day for each Board
of Directors' meeting and committee meeting attended.
In addition, the Non-employee Directors' compensation is linked directly
with the interests of the stockholders through periodic awards of options to
purchase Common Stock.
Effective on November 18, 1998, each Non-employee Director was awarded an
option to purchase up to 10,000 shares of the Common Stock vesting one fourth on
the anniversary date of the Directors' election to the Board of Directors. On
February 12, 1999, the Compensation Committee of the Board recommended the grant
of an additional five year stock option to each Non-employee Director to
purchase up to 1250 shares of Common Stock vesting immediately. On March 25,
1999, the Board of Directors approved the Compensation Committee recommendation
and the options to purchase 1,250 shares where thereupon issued.
The Non-employee Directors' options were issued pursuant to the January 30,
1998 Stock Option Plan. The plan provides for the automatic grant of a
non-qualified option to purchase 10,000 shares of common stock, which vests over
five years, to each Non-employee Director at the time of the Director's initial
election to the Board of Directors, and an automatic grant of a non-qualified
option to purchase 2,500 shares of Common Stock at the end of each year during
which such non-employee serves as a Director of the Company. The plan authorizes
the Board of Directors to increase or decrease the 10,000 share and 2,500 share
amounts. All such options are to be granted at an exercise price equal to the
fair market value of the Common Stock on the date of the grant.
<PAGE>
EXECUTIVE COMPENSATION
The table below summarizes the compensation of the Chief Executive Officer
and two of the other three Executive Officers of the Company.
<TABLE>
SUMMARY COMPENSATION
<S> ........... <C> <C> <C> <C> <C>
Annual Compensation Long-Term Compensation
Payouts Awards
Name ..................... Other Securities
and ...................... Annual Underlying
Principal ................ Salary (1) Bonus (1) Comp. (2)(5) Options
Position ................. Year ($) ($) ($) (#)
Daniel O. Burkes ......... 1997 255,216 None 10,726 None
Chairman and Chief ....... 1998 235,586 None 5,232 None
Executive Officer
Christopher Liesmaki ..... 1997 70,122 78,000 8,343 None
Vice-President and 1998 94,019 None 2,460 30,000
Chief Operating Officer
Richard M. Radovich ...... 1997 64,320 50,000 6,165 None
Vice-President ........... 1998 76,552 None 2,215 25,000
Technical Services
<FN>
(1) Actual salary and bonus earned
(2) Perquisites and other personal benefits, securities or property do not in
the aggregate exceed threshold reporting level of the 10% of total salary and
bonus reported for the named Executive Officer.
(3) The amount shown represents shares granted on January 30, 1998 pursuant to
the January 30, 1998 Stock Option Plan.
(4) The Company has a salary savings plan and trust (401(K) Plan) which covers
substantially all of the employees of the Company. The amounts are shown in 1998
and 1997 for additional compensation include the following Company contributions
for the named Executive Officers: Name: Daniel O. Burkes $9,513, 1997; $3,944,
1998: Christopher M. Liesmaki $8,273, 1997; $2,386, 1998: Richard M. Radovich
$5,991, 1997; $2,034, 1998
</FN>
</TABLE>
<PAGE>
The table below sets forth information as to options granted during 1998 to
the Executive Officers listed in the Summary Compensation Table.
<TABLE>
OPTION GRANTS IN 1998
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME (#) (1) IN 1998 ($/SH) DATE
- ------ ----------- --------------- ---------- -------------
Daniel O. Burkes 0 N/A N/A N/A
Christopher M. Liesmaki 30,000 20.9% $4.50 1/30/2003
Richard M. Radovich 25,000 17.4% $4.50 1/30/2003
</TABLE>
(1) These grants become exercisable as to 25% of the shares underlying the
options on each of the four anniversaries of the grant. Subject only to
exceptions upon death, disability, or retirement, no option may be exercised
unless the option holder is at the time of exercise an employee of the Company.
Upon disability or retirement, an option holder is given 90 days in which to
exercise any options exercisable on the date employment terminated. Upon death,
an option holder's successor is given one year to exercise any options
exercisable on the date of death.
The table below sets forth information as to number and unexercised options
as of December 31, 1998 for the Executive Officers listed in the Summary
Compensation Table. Based on the closing price of 1 5/8 for the Company's Common
Stock on December 31, 1998, the exercise price of all options that have been
granted to Executive Officers was in excess of the market price of the
underlying stock.
<TABLE>
AGGREGATED OPTION EXERCISES IN 1998
<S> <C> <C> <C> <C>
NUMBER OF SECURITIES
SHARE UNDERLYING UNEXERCISED
ACQUIRED VALUE OPTIONS AT YEAR END (#)
Name ON EXERCISE REALIZED EXERCISABLE UNEXERCIABLE
Daniel O. Burkes N/A N/A N/A N/A
Christopher M. Liesmaki -0- -0- -0- 30,000
Richard M. Radovich -0- -0- -0- 25,000
</TABLE>
On January 30, 1998, the Company entered into a two-year Employment
Agreement with Daniel O. Burkes, President, Chief Executive Officer of the
Company, pursuant to which Mr. Burkes is entitled to an initial annual base
salary of $255,216 per year and a bonus determined by the Board of Directors.
During the fourth quarter of 1998 Mr. Burkes voluntary reduced his bi-weekly
salary payments by approximately 40%. Mr. Burkes is required by the agreement to
maintain confidentiality of all Company trade secrets and upon termination of
employment will be prohibited from participating in a competing venture for a
period of two years. The initial term of the agreement ends on January 30, 2000
unless sooner terminated in accordance with the provisions of the agreement.
CERTAIN TRANSACTIONS
Since August 1992, the Company has had ongoing business relationship
with Nelson Roofing, Inc. a corporation owned by Daniel O. Burkes, the majority
stockholder of the Company.
The Company had a payable of $106,825 to Nelson Roofing, Inc. as of December 31,
1997. The Company had a receivable of $6,986 as of December 31, 1998, from
Nelson Roofing, Inc.
Under the terms of its agreement with Nelson Roofing, Inc. the Company
provides management and administrative services based upon actual employee cost
plus overhead and receives a management fee for such services. Management fees
received from Nelson Roofing, Inc. amounted to approximately $102,000 in 1997
and $90,400 in 1998. The Company paid $9,243 and $7,874 in 1997 and 1998,
respectively, to Nelson Roofing, Inc. for construction services.
The Company rented a house in Utah owned by the majority stockholder on a
month-to-month basis. Total rent paid to the majority stockholder amounted to
$61,100 in 1997 and $50,760 in 1998.
The Company rents warehouse space from Capio Management Group, Inc., a
corporation owned by the majority stockholder which amounted to $6,700 for both
1997 and 1998.
The Company employs James A. Perry, who is married to a sister-in-law of
Daniel O. Burkes as its Operations Manager Hibbing Division. Mr. Perry's
compensation for the year of 1998 was $56,338. The Company employs Richard H.
Glad, a nephew of Daniel O. Burkes as its Operations Manager Western Division.
Mr. Glad's compensation for the year of 1998 was $54,611.
The Company has for a number of years used the services and products
provided by insurance companies that Ryan-Kasner-Ryan Financial Services
represent. Mr. John R. Ryan, Jr., a Director, is a partner with Ryan-Kasner-Ryan
Financial Services.
On February 12, 1999 the Compensation Committee adopted a recommendation
that the Company enter into a Marketing Assistance and Consulting Agreement with
Copper States Specialities, Inc. and James D. Mackay. Mr. Mackay is a Director
of the Company and is the sole owner of Copper States Specialities which is a
mining industry supply company located in Globe Arizona. The Company is in the
process of establishing a satellite location in Casa Grande, Arizona. Mr. Mackay
and his company have agreed to supply ongoing marketing assistance and
consulting to the Company for the sale of mining supply products in Arizona and
other western states in which Copper States Specialities does business. The
agreement, which includes making provisions for joint sales calls on customers
and potential customers, as well as providing information regarding the special
needs of individual mining industry customers was approved by the Board of
Directors on March 25, 1999. The agreement provides for an initial payment of
$25,000 and three annual payments of $10,000 each. The annual payments will
cease if the Company closes its Arizona satellite location prior to February 12,
2002, the termination date of the agreement.
Management believes that all of these transactions and relationships during
1998 were on terms that were reasonable and competitive. Additional transactions
and relationships of this nature may be expected to take place in the ordinary
course of business in the future.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's Executive Officers, Directors and Beneficial Owners of 10% or
more of the Company's Common Stock file initial reports of ownership and of
changes in ownership with the Securities and Exchange Commission and NASDAQ.
Executive Officers and Directors and 10% Beneficial Owners are required by
securities regulations to furnish the Company with copies of all Section 16 (a)
forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's Executive Officers and
Directors, the Company believes that all filing requirements relating to Forms
3, 4, and 5 were met by the Company's Executive Officers, 10% Beneficial Owners,
and Directors during 1998, except that the Company's three outside directors
(Messrs Friesen, Mackay and Ryan) did not timely file the Form 3's required of
them within 10 days of their election to the Board. Based on the Company's
review of the forms, all transactions involving the Executive Officers, 10%
Beneficial Owners and Directors have been reported on a timely basis.
STOCKHOLDER PROPOSALS AND NOMINATIONS
Stockholder proposals intended to be presented at the 2000 Annual Meeting
must be received by the Secretary of the Company on or before December 20, 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
McGladrey & Pullen, LLP has been the Company's independent public
accounting firm since 1989. During 1998 the Company engaged McGladrey & Pullen,
LLP to examine and report on the Company's annual financial statements, and
related matters. The Board of Directors has engaged McGladrey & Pullen, LLP to
act in similar capacities for 1999. A representative of McGladrey & Pullen, LLP
is not expected to be present at the Annual Meeting either to respond to
questions or to make any comments.
By Order of the Board of
Directors
John M. Kokotovich
Secretary
Hibbing, Minnesota
April 19, 1999
IN THE INTEREST OF DISCLOSURE AND EFFICIENCY THE COMPANY HAS FURNISHED WITH
ITS 1998 ANNUAL REPORT, WHICH IS BEING PROVIDED WITHOUT CHARGE TO EACH PERSON
WHOSE PROXY IS SOLICITED AND TO EACH PERSON REPRESENTING THAT AS OF THE RECORD
DATE FOR THE MEETING HE OR SHE WAS A BENEFICIAL OWNER OF THE SHARES ENTITLED TO
BE VOTED AT THE MEETING, A COPY OF THE COMPANY'S 1998 ANNUAL REPORT (FORM
10-KSB) TO THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE SCHEDULES
THERETO. ANY REQUEST FOR ADDITIONAL COPIES OF THE FORM 10-KSB SHOULD BE DIRECTED
TO JOHN M. KOKOTOVICH, SECRETARY, AT THE ADDRESS SET FORTH ON THE FIRST PAGE OF
THIS PROXY STATEMENT.
<PAGE>
INDUSTRIAL RUBBER PRODUCTS, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 25, 1999
10:00 a.m.
Hibbing Park Hotel
1402 East Howard Street
Hibbing, MN 55746
- --------------------------------------------------------------------------------
Industrial Rubber Products, Inc.
3804 East 19th Street, Hibbing, Minnesota 55746 proxy
This proxy is solicited on behalf of the Board of Directors.
The undersigned stockholder of Industrial Rubber Products, Inc. hereby
appoints John R. Ryan, Jr. and John M. Kokotovich, or any of them with full
power of substitution to act as proxies at the Annual Meeting of Stockholders of
the Company to be held at Hibbing, Minnesota on May 25, 1999 with authority to
vote as directed by this Proxy at the meeting, and any adjournments of the
meeting, all shares of the common stock of the Company registered in the name of
the undersigned.
IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
See reverse for voting instructions.
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Industrial Rubber Products, Inc. c/o
Shareowner Services, P.O. Box 64873, St. Paul, MN 55164-0873.
Please detach here
- --------------------------------------------------------------------------------
The Board of Directors recommends a Vote FOR Item 1.
1. Election of directors 01 Daniel O. Burkes 04 James D. Mackay
Nominees: 02 Paul A. Friesen 05 John R. Ryan, Jr.
03 Christopher M. Liesmaki
[ ]Vote FOR all nominees [ ]Vote WITHHELD from all nominees
(instructions: To withhold authority to vote for any indicated nominees,
write the number(s) of the nominee(s) in the box provided to the right.)
[ ]
2. In their discretion, upon such matter as may properly come before the
meeting.
THE PROXY WILL BE VOTED AS DIRECTED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" ITEM 1, WHICH IS THE MANNER IN WHICH THIS PROXY WILL BE VOTED IF NO
DIRECTION IS MADE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Address change? Mark Box [ ] Date , 1999
indicate changes below:
[ ]
Signature(s) in Box
Please sign exactly as your name or
names appear. If jointly held, each
owner must sign. Executor,
administrators, trustees, officers, etc.
should give full title as such.
