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R-B RUBBER PRODUCTS, INC.
904 EAST 10TH AVENUE
MCMINNVILLE, OREGON 97128
(503) 472-4691
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INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 PROMULGATED THEREUNDER
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NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
This Information Statement is being mailed on or about April 14,
1999 as part of the Solicitation/Recommendation Statement on Schedule
14D-9 of R-B Rubber Products, Inc. to holders of record of the Company's
common stock, no par value (the "Shares"). Unless otherwise defined
herein, capitalized terms used in this Information Statement shall have
the meanings ascribed in the Schedule 14D-9. You are receiving this
Information Statement in connection with the possible appointment of
persons designated by Dash Multi-Corp., Inc. ("Dash") to seats on the
Company's Board (the "Board"). This Information Statement is required by
Section 14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and Rule 14f-1 promulgated thereunder. You are urged to
read this Information Statement carefully. YOU ARE NOT, HOWEVER,
REQUIRED TO TAKE ANY ACTION. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the accompanying
Schedule 14D-9.
Pursuant to the Stock Purchase Agreement, Dash commenced the Offer
on April 14, 1999. The Offer is scheduled to expire at 12:00 midnight,
Central Daylight Time, on May 12, 1999, unless Dash extends the Offer in
accordance with the Stock Purchase Agreement. The Offer is conditioned
on a minimum number of the outstanding Shares being tendered for cash
pursuant to the Offer such that, upon completion of the Offer, Dash will
own at least 70% of the outstanding Shares. The Offer is also subject to
certain other conditions summarized in the Schedule 14D-9, and described
fully in the Stock Purchase Agreement attached as Exhibit C thereto.
Upon the expiration of the Offer, if all conditions of the Offer have
been satisfied or waived, Dash has agreed to purchase all Shares validly
tendered pursuant to the Offer and not withdrawn, up to a maximum of
1,567,417 Shares. In the event fewer than the minimum number of Shares
are tendered, the Company shall, upon request by Dash, issue additional
Shares to Dash at a price of $3.00 per Share. If stockholders tender
more than the maximum number of Shares, Dash will purchase the maximum
number of Shares from tendering stockholders on a pro rata basis.
The information contained in this Information Statement concerning
Dash and its nominees to serve as directors has been furnished to the
Company by Dash. The Company assumes no responsibility for the accuracy
or completeness of such information.
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The Stock Purchase Agreement provides that immediately following
the Closing, the Company will be required to make reasonable efforts to
permit Dash to designate up to four persons to serve on the Company's
Board of Directors (the "Dash Designees"). The Dash Designees will
abstain from any action proposed to be taken by the Company to amend or
terminate the Stock Purchase Agreement or to waive any action by Dash.
Such actions will be effective only with the approval of a majority of
the remaining directors. The Company's obligations to appoint the Dash
Designees is subject to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder.
INFORMATION WITH RESPECT TO THE COMPANY
The outstanding voting securities of the Company as of April 8,
1999 consisted of 2,239,167 Shares. Each Share is entitled to one vote.
The Company also has reserved 162,500 shares for issuance under
outstanding stock options pursuant to its 1995 Stock Option Plan (the
"Stock Option Plan"), and an aggregate of 95,000 shares reserved for
issuance pursuant to a warrant to Paulson Investment Company, Inc.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 8, 1999, certain
information furnished to the Company with respect to the ownership of
Shares by (i) each director; (ii) the Chief Executive Officer; (iii) the
"Named Executive Officer" (as defined below under "Executive
Compensation") other than the Chief Executive Officers; (iv) all persons
known by the Company to be beneficial owners of more than 5% of the
Shares; and (v) all executive officers and directors as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED<F1>
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES PERCENT
<S> <C> <C>
Ronald L. Bogh<F2>, <F3> 601,300 26.9%
Douglas C. Nelson<F2>, <F4> 416,000 18.8%
James V. Reimann<F2>, <F5> 55,000 2.5%
Edward DeRaeve<F2>, <F6> 37,500 1.7%
Kerry K. Brown<F2>, <F6> 14,500 <F*>
All directors and executive officers as a group (6 persons)<F7> 1,167,766 51.1%
<FN>
<F*> Less than 1%.
<F1> Applicable ownership percentage is based on 2,239,167 Shares
outstanding as of April 8,
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1999, together with applicable options for such shareholders.
Beneficial ownership is determined in accordance with the rules of
the Commission and includes voting and investment power with
respect to the Shares.
<F2> The address for this person is 904 East 10th Avenue, McMinnville,
Oregon 97128.
<F3> Includes 47,520 Shares held by Mr. Bogh's children for which Mr.
Bogh has sole voting power pursuant to a voting agreement dated
April 15, 1995.
<F4> Includes 9,000 Shares held by Mr. Nelson's wife for which Mr.
Nelson is deemed to be the beneficial owner, but over which Mr.
Nelson disclaims voting and disposition power.
<F5> Includes 2,500 Shares held by Mr. Reimann's wife, 5,000 Shares
held by the JVR, Inc., Pension & Profit Sharing Plan and 7,500
Shares subject to options granted pursuant to the Stock Option
Plan and exercisable within sixty days of April 8, 1999.
<F6> Includes 7,500 Shares subject to options granted pursuant to the
Stock Option Plan and exercisable within sixty days of April 8,
1999.
<F7> Includes 54,166 Shares subject to options granted pursuant to the
Stock Option Plan and exercisable within sixty days of April 8,
1999.
</TABLE>
CHANGES IN CONTROL
No change in control of the registrant has occurred as of the date
of this filing.
The Offer is described in the Current Report on Form 8-K filed by
the Company with the Commission on April 13, 1999, in the Schedule 14D-1
filed by Dash with the Commission as of April 13, 1999 and the exhibits
incorporated therein, and in the Schedule 14D-9 filed by the registrant
with the Commission as of April 13, 1999 and the exhibits incorporated
therein. The Schedule 14D-9 and the Schedule 14D-1 are collectively
referred to herein as the "Regulatory Filings." The Regulatory Filings
are being made available to the stockholders of the registrant by mail
and are otherwise available on request from the offices of the
registrant or Dash.
If the Tender Offer is consummated as described in the Stock
Purchase Agreement and the Regulatory Filings, a change in control of
the registrant will occur as described therein. The persons acquiring
control; the amount of consideration used by those persons; the basis of
control; the percentage of voting securities of the registrant to be
acquired by the persons acquiring control; and the identity of the
persons from whom control would be assumed, are described in the
Regulatory Filings. The source of funds used for the acquisition of
control is the cash reserves of Dash.
DIRECTORS AND EXECUTIVE OFFICERS
DASH DESIGNEES
The Stock Purchase Agreement provides that the following persons
have been selected as Dash Designees. The following sets forth certain
information with respect to the Dash Designees
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based on information in the Offer to Purchase and otherwise based on
information supplied to the Company by Dash, including their names,
ages, principal occupations for the past five years, and their
directorships with other corporations.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AGE AND FIVE-YEAR EMPLOYMENT HISTORY
<C> <C> <S>
Marvin S. Wool 70 Director, Chief Executive Officer and Chairman of the Board of
Dash since 1973. Mr. Wool is also a director of Allegiant
Bancorp, Inc. Mr. Wool's principal place of business is
located at 2500 Adie Road, Maryland Heights, Missouri 63043.
Gregory J. Divis 58 Director of Dash since 1988. Senior Vice President --
Subsidiaries of Dash since 1995. Vice President --
Subsidiaries of Dash from 1990 to 1995. Mr. Divis' principal
place of business is located at 2500 Adie Road, Maryland
Heights, Missouri 63043.
Paul Gilson 51 Senior Vice President, Chief Operating Officer and Secretary
of the Company since 1996. Secretary and Treasurer of the
Company 1995-1996. Vice President of Operations of the Company
1990-1995. Mr. Gilson's principal place of business is located
at 904 East 10th Avenue, McMinnville, Oregon 97128.
</TABLE>
CURRENT DIRECTORS
The following table sets forth, as of April 8, 1999, the ages and
certain other information with respect to the current directors of the
Company.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR
SINCE
<S> <C> <C>
Ronald L. Bogh 55 1985
Jerry K. Brown 50 1994
Edward DeRaeve 46 1995
Douglas C. Nelson 60 1988
James V. Reimann 58 1994
</TABLE>
RONALD L. BOGH founded the Company in 1985 and was named President
of the Company at that time. He became Chairman of the Board in 1995 and
Chief Executive Officer in 1996.
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JERRY K. BROWN is an attorney and the sole shareholder in the law
firm of Jerry K. Brown, P.C., in McMinnville, Oregon. Mr. Brown is a
member of the Compensation Committee.
EDWARD DERAEVE is the owner of D-N-D Electrical in McMinnville,
Oregon, which he founded in 1984. Mr. DeRaeve is a member of the
Compensation Committee.
DOUGLAS C. NELSON joined the Company in 1988 as Director,
Executive Vice President -- Finance, and Chief Financial Officer. In May
1996 he was named Vice Chairman of the Board. In January 1998 he was
named Vice Chairman of the Board and ceased to be an employee of the
Company.
JAMES V. REIMANN is President of JVR, Inc., a real estate
brokerage and development company. He is also Vice President and a real
estate broker at Pacific Management, Inc., an Oregon corporation
specializing in property management. Mr. Reimann is a member of the
Compensation Committee.
There are no family relationships among any of the Company's
officers or directors.
MEETINGS OF THE BOARD; COMMITTEES
The Board of Directors held 5 regular and 4 special meetings
during the calendar year ended April 8, 1999. The Board has a
Compensation Committee consisting of Messrs. Brown, DeRaeve and
Reimann; the Compensation Committee holds regular meetings annually.
EXECUTIVE OFFICERS
The following table identifies the current executive officers of
the Company, the positions in which they serve, and the year in which
they began serving in their respective capacities. Officers of the
Company are elected by the Board at the meeting of the Board of
Directors immediately following the annual meeting of the stockholders
to hold office until their successors are elected and qualified.
<TABLE>
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<CAPTION>
NAME AGE CURRENT POSITION POSITION HELD SINCE
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<S> <C> <C> <C>
Ronald L. Bogh 55 Chairman of the Board, President 1996
and Chief Executive Officer
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Paul M. Gilson 51 Senior Vice President, 1998
Chief Operating Officer and Secretary
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</TABLE>
For biographical information of Mr. Bogh, see "Directors," above.
For biographical information of Mr. Gilson, see "Dash Nominees," above.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 1998 the Company paid a total of $206,947 to a contracting
firm owned by Mr. DeRaeve, a Director of the Company, for capital
improvements to its plant. The Company also paid $2,255 to Mr. Brown, a
Director and an attorney, for legal services he provided to the Company.
To the best knowledge and belief of the Company all related party
transactions were conducted at arms' length rates and conditions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's
executive officers and directors, and persons owning more than ten
percent of any class of the Company's registered securities file reports
of ownership and changes in ownership with the Commission ("SEC") and
the National Association of Securities Dealers, Inc. Executive officers,
Directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting
persons, the Company believes that, for the fiscal year ended December
31, 1998, all executive officers, Directors and greater than 10%
shareholders complied with all applicable filing requirements except for
the following: Mr. Doug Nelson, a Director of the Company, failed to
timely file two reports on Form 4, Statement of Changes in Beneficial
Ownership, relating to the sale of shares, and Mr. Bogh, an officer and
Director of the Company and Mr. Reimann, a Director of the Company each
failed to timely file one report on Form 4, Statement of Changes in
Beneficial Ownership, relating to the sale of shares.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information
concerning compensation awarded to, earned by or paid to the Company's
Chief Executive Officer and other executive officers of the Company
whose total annual salary and bonus exceeded $100,000 (collectively, the
"Named Executive Officers") for fiscal years 1998, 1997 and 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION
STOCK
OTHER ANNUAL OPTIONS ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION GRANTED COMPENSATION
<S> <C> <C> <C> <C> <C> <C>
Ronald L. Bogh<F1> 1998 $140,184 2,008
1997 140,184 6,378
1996 140,184 6,961
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<FN>
<F1> Amounts include Company-paid premiums on a life insurance
policy benefiting Mr. Bogh.
<F2> No other individuals earned more than $100,000 in 1998, 1997
or 1996.
</TABLE>
STOCK OPTIONS
There were no stock options granted under the Company's 1995 Stock
Option Plan during 1998 to the Named Executive Officer. The Named
Executive Officer did not exercise any stock options during 1998, nor
does he hold any stock options at December 31, 1998.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
TERMINATION AGREEMENT
In January 1998, the Company signed a Non-Competition, Price
Guaranty and Release Agreement (the "Guaranty and Release Agreement")
with Mr. Doug Nelson, the Company's former Chief Financial Officer. Mr.
Nelson remains on the Board of Directors. Pursuant to the Guaranty and
Release Agreement, the Company is required to pay Mr. Nelson an amount
equal to the difference between the gross selling price per share of the
Company's Common Stock for up to 2,000 shares per month and $4.00 per
share for each share sold at less than $4.00 per share. The maximum
amount that the Company is obligated to pay Mr. Nelson is $59,000 in any
given calendar year. As of December 31, 1998, Mr. Nelson held 420,000
shares of the Company's Common Stock. During 1998, Mr. Nelson sold
21,000 shares of the Company's common Stock and the Company paid Mr.
Nelson a total of $10,875 during 1998 under the Guaranty and Release
Agreement. The Guaranty and Release Agreement was amended to allow Mr.
Nelson to sell an additional 3,000 shares thereunder during 1999. The
maximum amount to be paid to Mr. Nelson under the Guaranty and Release
Agreement in 1999 remains at $59,000.
The Company has no other employment contracts or termination
agreements with any of its executive officers.
In the event of a change in control of the Company, unless
otherwise determined by the Board of Directors prior to the occurrence
of such change in control, any options or portions of such options
outstanding as of the date such change in control is determined to have
occurred, that are not yet fully vested on such date, shall become
immediately exercisable in full. The Board has determined not to
accelerate the vesting of stock options that otherwise would result from
this change in control.
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DIRECTOR COMPENSATION
Non-employee, non-salaried directors receive $250 per meeting they
attend where official Board action is taken, including special meetings,
annual meetings and telephonic meetings, plus out-of-pocket expenses
associated with attending such meetings. In addition, Mr. Nelson
received $3,613 for health insurance premiums and $2,701 for life
insurance premiums paid by the Company for Mr. Nelson's benefit.
Employee, salaried directors receive no additional compensation beyond
their salaries for attending any Board meetings.
SUBMITTED BY THE BOARD OF DIRECTORS
Ronald L. Bogh
Jerry K. Brown
Edward DeRaeve
Douglas C. Nelson
James V. Reimann
