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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)<F*>
R-B RUBBER PRODUCTS, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
749270 10 4
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(CUSIP Number)
Marvin S. Wool COPY TO: Thomas A. Litz, Esq.
DASH MULTI-CORP, INC. THOMPSON COBURN
2500 Adie Road One Mercantile Center
Maryland Heights, Missouri 63043 St. Louis, Missouri 63101
(314) 432-3200 (314) 552-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 1999
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
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CUSIP No. 749270 10 4 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dash Multi-Corp, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,567,417
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9 SOLE DISPOSITIVE POWER
- 0 -
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10 SHARED DISPOSITIVE POWER
1,567,417
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,417
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 749270 10 4 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin S. Wool
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
1,567,417
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9 SOLE DISPOSITIVE POWER
- 0 -
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10 SHARED DISPOSITIVE POWER
1,567,417
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /x/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, no par value per
share (the "Common Stock"), of R-B Rubber Products, Inc., an Oregon
corporation (the "Company"). The address of the principal executive
offices of the Company is 904 East 10th Ave, McMinnville, Oregon 97128.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Dash Multi-Corp, Inc., a
Missouri corporation ("Dash") and Marvin S. Wool, the controlling
shareholder of Dash. As controlling shareholder of Dash, Mr. Wool may
be deemed to be the indirect beneficial owner of the shares of the
Company reported herein.
Dash Multi-Corp, Inc.
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(a) Name: Dash Multi-Corp, Inc.
(b) Business address: 2500 Adie Road, Maryland Heights,
Missouri 63043.
(c) Principal Business: Manufacture and marketing of plastic
vinyl and urethanes, carpet padding and backing, non-slip textiles and
coated fabrics.
(d) Dash and its officers and directors have not, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Dash and its officers and directors have not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person has been or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws on finding any violation
with respect to such laws.
(f) State of incorporation: Missouri
Marvin S. Wool
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(a) Name: Marvin S. Wool
(b) Business address: 2500 Adie Road, Maryland Heights, Missouri
63043.
(c) Present principal occupation and name, principal business
and address of any corporation or partnership in which such employment
is conducted:
Chief Executive Officer and Chairman of the Board of Dash, the principal
business of which is the manufacture and marketing of plastic vinyl and
urethanes, carpet padding and backing, non-slip textiles and coated
fabrics. The address of the principal executive offices of Dash is 2500
Adie Road, Maryland Heights, Missouri 63043.
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(d) Marvin S. Wool has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Marvin S. Wool has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person has been or is
subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws on finding any violation with respect
to such laws.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 8, 1999, Dash entered into a certain Stock Purchase
Agreement ("Purchase Agreement") with the Company in connection with a
proposed tender offer (the "Tender Officer") for 70% (1,567,417 shares)
of the Company's outstanding Common Stock. The tender offer commenced
on April 14, 1999 at a purchase price of $3.00 per share and has an
expiration date of May 12, 1999, subject to extension.
The shares of Common Stock reported in this Schedule 13D as
beneficially owned by Dash will be acquired in connection with the above
tender offer. The amount of funds to be used to acquire such shares
will be approximately $4.9 million, and derived from Dash's working
capital and cash on hand.
ITEM 4. PURPOSE OF TRANSACTION.
Dash instituted the Tender Offer in order to acquire a controlling
interest in the Company and to facilitate the growth of the Company's
existing business by making Dash's management, manufacturing, marketing
and financial resources available to the Company. In addition to being
a principal supplier of the Company, Dash has extensive investments in
various businesses which are complementary to the business of the
Company.
Pursuant to that certain Purchase Agreement dated April 8, 1999,
if less than 70% of the outstanding shares are tendered prior to the
expiration of the Tender Offer (including any extensions thereof) the
Purchaser has the option to purchase at a purchase price equal to the
greater of $3.00 or the most recent price per share offered by the
Purchaser pursuant to the Tender Offer, an amount of Shares designated
by the Purchaser in its sole discretion up to a maximum of that number
of Shares necessary to make the aggregate number of Shares purchased by
the Purchaser pursuant to the Tender Offer plus the number of Shares
issued pursuant to the Purchase Agreement equal to 70% of the
outstanding Shares, taking into account such newly issued Shares.
In addition to the aforementioned purchase option in the Purchase
Agreement, the Purchaser has entered into certain Shareholder Agreements
with each of the three principal shareholders of the Company. Pursuant
to the Shareholder Agreements, the principal shareholders of the Company
agreed to tender 935,540 Shares and the controlling shareholder agreed
to tender up to 120,260 additional Shares, upon the
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Purchaser's request, should less than 70% of the outstanding Shares be
tendered pursuant to the Tender Offer.
Pursuant to the Stock Purchase Agreement, at the Closing and subject to
compliance with applicable law, the Company will use its best efforts to
cause the Company's Board of Directors to consist of Ronald L. Bogh,
Paul M. Gilson and, at Purchaser's option, up to four additional persons
designated by Purchaser, two of whom shall be Marvin S. Wool and Gregory
J. Divis.
The Shares are currently registered under the Securities Exchange Act of
1934, as amended. Such registration may be terminated by the Company if
the outstanding shares of Common Stock are not listed on a national
securities exchange and if there are fewer than 300 holders of record of
shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As a result of the rights described in Item 4 of this
Statement, Dash may be deemed to be the beneficial owner of 1,567,417
shares of Common Stock, representing 70% of the 2,239,167 shares of
Common Stock issued and outstanding as of April 8, 1999. As the
controlling shareholder of Dash, Mr. Wool may be deemed to share
indirect beneficial ownership of the Shares reported by Dash. Mr. Wool
disclaims all such beneficial ownership.
(b) Dash and Mr. Wool may be deemed to have shared voting and
dispositive power with respect to 1,567,417 shares of Common Stock,
representing 70% of the 2,239,167 Common Stock issued and outstanding as
of April 8, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 hereto.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS.
See Exhibit Index.
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SIGNATURE
After reasonable 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.
DASH MULTI-CORP, INC.
Dated: May 6, 1999 By /s/ Marvin S. Wool
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Marvin S. Wool, Chief Executive Officer
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SIGNATURE
After reasonable 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.
Dated: May 6, 1999 /s/ Marvin S. Wool
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Marvin S. Wool<PAGE>
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EXHIBIT INDEX
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Exhibit A Stock Purchase Agreement, dated as of April 8, 1999, between
the Company and Dash filed as Exhibit C to the Schedule 14D-9
of R-B Rubber, Inc. filed on April 19, 1999 is incorporated
herein by reference.
Exhibit B Shareholder Agreement, dated as of April 8, 1999, between
Ronald L. Bogh and Dash filed as Exhibit I to the Schedule
14D-9 of R-B Rubber, Inc. filed on April 19, 1999 is
incorporated herein by reference.
Exhibit C Shareholder Agreement, dated as of April 8, 1999, between
Douglas C. Nelson and Dash filed as Exhibit J to the
Schedule 14D-9 of R-B Rubber, Inc. filed on April 19, 1999
is incorporated herein by reference.
Exhibit D Shareholder Agreement, dated as of April 8, 1999, between
James V. Reimann and Dash filed as Exhibit K to the Schedule
14D-9 of R-B Rubber, Inc. filed on April 19, 1999 is
incorporated herein by reference.
