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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
R-B RUBBER PRODUCTS, INC.
(NAME OF SUBJECT COMPANY)
__________________________
R-B RUBBER PRODUCTS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
__________________________
Common Stock, no par value
(Title of Class of Securities)
749270-10-4
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(CUSIP Number of Class of Securities)
__________________________
Ronald L. Bogh
President, Chief Executive Officer and Chairman of the Board
R-B Rubber Products, Inc.
904 East 10th Avenue
McMinnville, Oregon 97128
(503) 472-4691
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
David C. Baca, Esq.
Michael McArthur-Phillips, Esq.
Marcus J. Williams, Esq.
Davis Wright Tremaine LLP
2300 Wells Fargo Tower
1300 S.W. Fifth Avenue
Portland, Oregon 97201
(503) 241-2300
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This Amendment No. 2 amends and supplements the information set forth
in the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") filed by R-B Rubber Products, Inc. (the "Company")
concerning the offer by Dash Multi-Corp, Inc. ("Purchaser") on April 14,
1999, to purchase up to 1,567,417 shares of Common Stock, no par value
(the "Common Stock"), of R-B Rubber Products, Inc. (the "Company").
Unless otherwise indicated, the capitalized terms used herein shall have
the meanings specified in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
(b) On May 12, 1999, Purchaser issued a press release which
announced the extension of the Offer to 5:00 p.m., St. Louis, Missouri
time, on May 27, 1999, unless further extended. Purchaser also
announced that it had been advised by the Depositary that as of 3:00
p.m., St. Louis, Missouri time, on Wednesday, May 12, 1999,
approximately 1,312,926 shares of Common Stock of the Company had been
validly tendered and not withdrawn, representing approximately 58.63% of
the total issued and outstanding Common Stock of the Company and
approximately 83.76% of the 1,567,417 shares of Common Stock which may be
purchased by the Purchaser pursuant to the Offer. The foregoing
description of the press release is qualified in its entirety by
reference to a copy of the press release which is attached hereto as
Exhibit (a)(9) and is incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
(o) Press Release, dated May 12, 1999
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SIGNATURE
After due 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.
R-B RUBBER PRODUCTS, INC.
By: /s/ Ronald L. Bogh
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Name: Ronald L. Bogh
Title: Chief Executive Officer
Dated: May 12, 1999
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EXHIBIT INDEX
Exhibit
Number
(a)(9) Press Release, dated May 12, 1999
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DASH MULTI-CORP, INC.
FOR IMMEDIATE RELEASE CONTACT: MARVIN S. WOOL
DASH MULTI-CORP, INC.
CHIEF EXECUTIVE OFFICER AND CHAIRMAN
(314/432-3200)
DASH MULTI-CORP, INC. EXTENDS ITS
TENDER OFFER FOR R-B RUBBER PRODUCTS, INC.
ST. LOUIS, MISSOURI (MAY 12, 1999) - Dash Multi-Corp, Inc. announced
today that its cash tender offer for up to 1,567,417 shares of common
stock of R-B Rubber Products, Inc. (NASDAQ SYMBOL: RBBR) has been
extended to 5:00 p.m., St. Louis, Missouri time, on May 27, 1999, unless
further extended.
Dash Multi-Corp, Inc. announced that it has been advised by American
Securities Transfer & Trust, Inc., the Depositary for the tender offer,
that as of 3:00 p.m., St. Louis, Missouri time, on Wednesday, May 12,
1999, approximately 1,312,926 shares of common stock of R-B Rubber
had been validly tendered and not withdrawn, representing approximately
83.76% of the 1,567,417 shares of common stock of R-B Rubber which may be
purchased pursuant to the tender offer and approximately 58.63% of the
total outstanding shares of common stock of R-B Rubber. The shares
tendered include 7,140 shares tendered pursuant to Notices of
Guaranteed Delivery.
Dash Multi-Corp, Inc. has extended the tender offer to provide an
expanded opportunity to the shareholders of R-B Rubber to participate in
the tender offer.
Dash Multi-Corp, Inc. is a St. Louis, Missouri-based manufacturer and
marketer of plastic vinyls and urethanes, carpet padding and backlog,
non-slip textiles and coated fabrics to customers throughout the United
States.
RB Rubber Products, Inc. is an integrated tire recycler and manufacturer
that transforms scrap tires and rubber into high quality, durable rubber
mats, protective surfaces and other rubber products. Applications of
the company's products include surfacing for agribusiness, sports and
fitness facilities and other commercial and industrial uses. RB Rubber
Products, Inc. is the leader in the black rubber mat market. The company
was founded in 1985 and went public in 1995.
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Statements Dash Multi-Corp, Inc. may publish that are not strictly
historical are "forward-looking" statements under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Although Dash Multi-Corp, Inc. believes the expectations reflected in
such forward-looking statements are based on reasonable assumptions, it
can give no assurance that its expectations will be realized. Forward-
looking statements involve known and unknown risks which may cause Dash
Multi-Corp, Inc.'s actual results and corporate developments to differ
materially from those expected. Factors that could cause results and
developments to differ materially from Dash Multi-Corp, Inc.'s
expectations include, without limitation, changes in manufacturing and
shipment schedules, delays in completing plant construction and
acquisitions, new product and technology developments, competition
within each business segment, cyclicality of the markets for the
products of a major segment, litigation, significant cost variances, the
effects of acquisitions and divestitures, and other risks.
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