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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
__________________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
April 8, 1999
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R-B RUBBER PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
__________________________
OREGON 0-25974 93-0967413
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
__________________________
904 East 10th Avenue, McMinnville, Oregon 97128
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 472-4691
NONE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) No change in control of the registrant has occurred as of the date
of this filing.
(b) On April 8, 1999 the registrant entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with Dash Multi-Corp,
Inc. ("Dash"), under which Dash will make a tender offer (the
"Tender Offer") for approximately seventy percent (70%) of the
common stock of the registrant. The Tender Offer is described in
the joint press release issued by the registrant and Dash, which
is filed as Exhibit 1.1 hereto and incorporated herein by this
reference. Additional information regarding the Tender Offer is
available in the Schedule 14D-1 filed by Dash with the Commission
as of April 14, 1999 and the exhibits incorporated therein, and in
the Schedule 14D-9 filed by the registrant with the Commission as
of April 14, 1999 and the exhibits incorporated therein. The
Schedule 14D-9 and the Schedule 14D-1 are collectively referred to
herein as the "Regulatory Filings." A tender offer statement is
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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
None.
ITEM 5. OTHER EVENTS.
None.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
None.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) None.
(b) None.
(c) Exhibits.
Exhibit Item
1.1 Joint Press Release of Dash and the registrant
dated and released as of April 9, 1999.
ITEM 8. CHANGE IN FISCAL YEAR.
None.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
R-B RUBBER PRODUCTS, INC.
/s/ Ronald L. Bogh
---------------------------------------
Ronald L. Bogh
President, Chief Executive Officer
and Chairman of the Board
Dated: April 13, 1999
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EXHIBIT 1.1
Joint Press Release
FRIDAY APRIL 9, 6:01 AM EASTERN TIME
COMPANY PRESS RELEASE
RB RUBBER ENTERS INTO AGREEMENT FOR TENDER OFFER
MCMINNVILLE, Ore.--(BUSINESS WIRE)--April 9, 1999--RB Rubber Products,
Inc. (Nasdaq:RBBR - news) an integrated tire recycler and producer of
rubber mats and other molded products, today announced that it has
entered into an agreement that provides for a tender offer to be made by
Dash Multi-Corp, Inc., a private company based in St. Louis, Missouri.
Through its tender offer, Dash intends to purchase RB Rubber stock for
$3.00 cash per share. The offer is contingent upon several factors,
including Dash being able to purchase a minimum of 1,567,417 shares
(approximately 70% of RB Rubber's outstanding shares). Dash has entered
into agreements with RB Rubber's three largest shareholders who have
agreed to tender a total of 935,540 shares to Dash pursuant to its
offer.
"This alliance creates new business synergies as Dash is our primary
supplier of bonding materials used in our mat-making process and has
significant technical expertise that should improve our processes,"
said Ron Bogh, RB Rubber President, Chairman and CEO. "Dash also has
greater financial resources, which will be important as we continue to
grow and expand our company."
Marvin S. Wool, Dash's principal shareholder and Chief Executive
Officer, added, "RB Rubber has tremendous potential for future growth.
We look forward to supporting their continued growth on an accelerated
basis with our financial and business resources."
Other conditions of the offer require RB Rubber to maintain its public
company standing and its listing on the Nasdaq Small-Cap Market.
The offer commences April 14, 1999 and expires on May 12, 1999.
Materials, including a letter of transmittal, will be mailed to all
shareholders of RB Rubber explaining the tender offer in greater detail.
For 1998 RB Rubber reported revenues of $8.6 million, a 15% increase
over 1997. Due to a one-time charge to earnings related to the Iowa Mat
acquisition, the net loss for 1998 was $85,000, or $.04 per diluted
share. Without the charge of $396,000, net income would have been
$311,000 or $.14 per diluted share.
RB Rubber Products, Inc. is an integrated recycler and manufacturer that
transforms scrap tires and rubber into high quality, durable rubber mats
and other protective surfaces. Applications of the company's products
include surfacing for agribusiness, sports and fitness facilities and
other commercial and industrial uses. The company was founded in 1985
and went public in 1995.
Dash Multi-Corp, Inc. manufactures and markets plastic, vinyls and
urethanes, carpet padding and backing, non-slip textiles and coated
fabrics.
This news release contains forward-looking statements that involve a
number of risks and uncertainties. Some of the factors that could cause
actual results to differ materially include: ability to negotiate and
execute business agreements, and unanticipated difficulties in
integrating acquired technologies or businesses. Investors are directed
to the company's filings with the Securities and Exchange Commission,
including the company's 1998 10-KSB for additional information on the
risks and uncertainties as well as other aspects of the company's
business.
Contact:
Len Cereghino & Co.
Shannon Wilkinson, 503/421-4168
