R B RUBBER PRODUCTS INC, DEF 14A, 1999-08-02

R B RUBBER PRODUCTS INC
DEF 14A, 1999-08-02
FABRICATED RUBBER PRODUCTS, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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)(2))
/x/		Definitive Proxy Statement
/ /		Definitive Additional Materials
/ /		Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

R-B RUBBER PRODUCTS, INC.
(Name of Registrant as Specified In Its Charter)

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:
	5)	Total fee paid:
/ /	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.:
	3)	Filing Party:
	4)	Date Filed:

R-B RUBBER PRODUCTS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held August 23, 1999

The Annual Meeting of Shareholders of R-B Rubber Products, Inc., an Oregon corporation (the "Company"), will be held on Monday, August 23, 1999 at 1:30 p.m., local time, at the Michelbook Country Club located at 1301 Michelbook Lane, McMinnville, Oregon 97128, for the following purposes:

1.: To elect six (6) Directors to serve until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified; and
2.: To consider and act upon any other matter which may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 23, 1999 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Only shareholders of record of the Company's Common Stock at the close of business on July 23, 1999 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

All shareholders are cordially invited to attend the Annual Meeting. A review of the Company's operations for the year ended December 31, 1998 will be presented. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH YOU MAY REVOKE AT ANY TIME PRIOR TO ITS USE. A prepaid, self-addressed envelope is enclosed for your convenience. Your shares will be voted at the meeting in accordance with your proxy. If you attend the meeting, you may revoke your proxy and vote in person.

By Order of the Board of Directors:

Paul M. Gilson
Director, Chief Operating Officer and Senior Vice President

McMinnville, Oregon
August 2, 1999

R-B RUBBER PRODUCTS, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held on August 23, 1999

Solicitation and Revocability of Proxy

The enclosed Proxy is solicited on behalf of the Board of Directors of R-B Rubber Products, Inc., an Oregon corporation (the "Company"), for use at the Annual Meeting of Shareholders to be held Monday, August 23, 1999 at 1:30 p.m. local time, or at any adjournment thereof, for the purposes set forth herein and in the accompanying notice of Annual Meeting of Shareholders. All expenses associated with this solicitation will be borne by the Company. The solicitation of proxies by mail may be followed by personal solicitation of certain shareholders, by officers or regular employees of the Company, which will not be specially compensated for such solicitation. Copies of solicitation materials will be furnished to fiduciaries, custodians and brokerage houses for forwarding to beneficial owners of the shares of the Company's Common Stock held in their names.

The two persons named as proxies on the enclosed proxy card, Ronald L. Bogh and Paul M. Gilson, were designated by the Board of Directors. All properly executed proxies will be voted in accordance with the instructions contained in the proxy. If no direction is specified in the proxy, the proxy will be voted FOR the nominees for Director proposed by the Board of Directors. A proxy may be revoked by a shareholder prior to its exercise by written notice to the Secretary of the Company at the principal offices of the Company, by submission of another proxy bearing a later date or by voting in person at the Annual Meeting of Shareholders. Such notice or later proxy will not affect a vote on any matter taken prior to the receipt thereof by the Company. Attendance alone at the Annual Meeting will not of itself revoke a proxy.

These proxy materials and the Company's 1998 Annual Report on Form 10-KSB are being mailed on or about August 2, 1999. The mailing address of the principal executive offices of the Company is 904 East 10th Avenue, McMinnville, Oregon 97128.

Voting at the Meeting

Shareholders of record at the close of business on July 23, 1999 are entitled to notice of, and to vote at the meeting. The Company has one series of Common Stock outstanding, designated Common Stock, no par value. At the record date, 2,239,167 shares of the Company's Common Stock were issued and outstanding. The closing price of the Company's Common Stock on the record date was $2.00. Each outstanding share of Common Stock is entitled to one vote on each matter to be acted upon at the Annual Meeting. A majority of the issued and outstanding shares of Common Stock, represented in person or by proxy, shall constitute a quorum for the conduct of business at the Annual Meeting. Shares subject to abstentions will be treated as shares that are present at the Annual Meeting for purposes of determining the presence of a quorum and as voted for purposes of determining the base number of shares voting on a particular proposal. If a broker or other nominee holder indicates on the proxy card that it does not have discretionary authority to vote the shares it holds of record on a proposal, those shares will not be considered as present for purposes of determining a quorum (unless they are voted on another proposal brought before the meeting) or as voted for purposes of determining the approval of the stockholders on a particular proposal. Stockholders do not have the right to cumulate votes in the election of directors.

If a quorum is present at the Annual Meeting, the six nominees for election as directors who receive the greatest number of votes cast will be elected directors. With respect to the election of directors, directors are elected by a plurality of the votes cast and only votes cast in favor of a nominee will have an effect on the outcome; therefore, abstention from voting or nonvoting by brokers will have no effect thereon.

ELECTION OF DIRECTORS

In accordance with the Company's Bylaws, the Board of Directors shall consist of not less than two and not more than nine members, the specific number to be determined by resolution adopted by the Board of Directors. The Board of Directors has set the number of directors at six. Each director will serve until the next annual meeting of shareholders and until his successor is duly elected and qualified. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director.

Nominees for Director

The names and certain information concerning the nominees for director are set forth below. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE NOMINEES IN THIS PROXY STATEMENT. Shares represented by the proxies will be voted for the election to the Board of Directors of the persons named below unless authority to vote for a particular director or directors has been withheld in the proxy. All nominees have consented to serve as directors for the ensuing year. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director. In the event of the death or unavailability of any nominee or nominees, the proxy holders will have discretionary authority under the proxy to vote for a suitable substitute nominee as the Board of Directors may recommend. Proxies may not be voted for more than six (6) nominees. The Board of Directors has nominated the persons named in the following table to be elected as directors:

Name	Age	Position with Company	Has Been a Director Since
Marvin S. Wool	70	Chairman of the Board	June 1999
Ronald L. Bogh	55	Director and President	1985
Paul M. Gilson	51	Director, Chief Operating Officer and Senior Vice President	June 1999
Gregory J. Divis	58	Director, Vice President and Secretary	June 1999
Sandon L. Wool	45	Director	June 1999
Lawrence J. Young	55	Director	June 1999

Pursuant to the Stock Purchase Agreement, dated as of April 8, 1999, between the Company and Dash Multi-Corp, Inc. (the "Stock Purchase Agreement"), on June 3, 1999 (i) each director of the Company other than Mr. Bogh resigned, (ii) the size of the Board of Directors was increased from five directors to six directors, and (iii) each of Marvin S. Wool, Sandon L. Wool and Gregory J. Divis were appointed as directors of the Company as designees of Dash Multi-Corp, Inc. and Lawrence J. Young was appointed as an independent director. See "Employment Contracts and Termination of Employment and Change-In-Control Arrangements-Change of Control Transaction."

Mr. Sandon L. Wool is the son of Mr. Marvin S. Wool. Otherwise, there are no family relationships among any director or executive officer of the Company.

Marvin S. Wool was named the Chairman of the Board in June 1999. Since 1973, Mr. Wool has served as the President, Chief Executive Officer and Chairman of the Board of Dash Multi-Corp, Inc., a St. Louis, Missouri based holding company for subsidiary companies located in Georgia, Mississippi, Missouri, New Jersey, North Carolina and California that are in the chemical, cloth coating and floor covering industries. Mr. Wool is also Chairman of the Board of Allegiant Bancorp, Inc. in St. Louis, Missouri.

Ronald L. Bogh founded the Company in 1985 and was named President of the Company. Mr. Bogh served as Chairman of the Board and Chief Executive Officer from 1995 to June 1999. Prior to his acquisition of the Company in 1985, Mr. Bogh was the Southern U.S. Sales Manager for Cascade Steel in McMinnville, Oregon.

Paul M. Gilson joined the Company in 1990 as Vice President of Operations and has served as Senior Vice President since 1996. Mr. Gilson served as Chief Operating Officer, Secretary and Treasurer from 1996 to June 1999. Currently, Mr. Gilson serves as Chief Operating Officer and Senior Vice President. Prior to joining the Company, Mr. Gilson was a commercial account executive with Hagan Hamilton Insurance in McMinnville, Oregon.

Gregory J. Divis was named Director, Vice President and Secretary of the Company in June 1999. Mr. Divis has served as a Director of Dash Multi-Corp since 1988 and as Senior Vice President of Subsidiaries for Dash Multi-Corp, Inc. since 1995.

Sandon L. Wool was named a Director of the Company in June 1999. Mr. Sandon L. Wool has served as a Director of Dash Multi-Corp, Inc. since 1980 as Vice President and Secretary since 1994. Mr. Sandon L. Wool has also been President of Dash Multi-Corp's MarChem Corporation subsidiary since 1997.

Lawrence J. Young was named Director of the Company in June 1999. Mr. Young is a CPA and the retired Chairman and Chief Executive Officer of Angelica Corporation (textile and uniform rental, laundry and sales) of Chesterfield, Missouri. Mr. Young served as Chairman and Chief Executive Officer of Angelica Corporation from 1990 to July 1997 and as Executive Vice President from August 1997 to June 1998.

Meetings and Committees of the Board of Directors

The Board of Directors held five regular meetings during 1998. No person who served as a Director at the time of the meetings attended fewer than 75 percent of the Board and committee meetings during the period for which he served on the Board and committees. The Board of Directors has standing Audit, Compensation, Stock Option Administration and Executive Committees.

During 1998, the Audit Committee of the Board of Directors was composed of Jerry K. Brown, James V. Reimann and Edward DeRaeve, all outside directors who are not, and have not been at any time in the past, officers of the Company ("outside directors"). The Audit Committee is responsible for reviewing the auditors' report and meeting with the auditors independently of management to discuss the audit procedures and any concerns the committee may have. The Audit Committee held one meeting during 1998. Beginning in

June 1999, the Audit Committee is composed of Marvin S. Wool, Lawrence J. Young and Sandon L. Wool, all outside directors.

During 1998, the Compensation Committee of the Board of Directors was composed of Messrs. James V. Reimann, Jerry K. Brown and Edward DeRaeve, all outside directors. The Compensation Committee reviews and recommends to the Board of Directors the compensation of the executive officers of the Company. The Compensation Committee held one meeting during 1998. In June 1999, the Compensation Committee was renamed to the Executive and Director Compensation Committee and is composed of Lawrence J. Young and Sandon L. Wool, outside directors, and Gregory J. Divis.

During 1998, the Stock Option Administration Committee of the Board of Directors was composed of Ronald L. Bogh and Douglas C. Nelson. The Stock Option Administration Committee is responsible for approving option grants under the Company's 1995 Stock Option Plan. The Stock Option Administration Committee held one meeting during 1998. As of June 1999, Douglas C. Nelson is no longer on the Stock Option and Administration Committee.

In June 1999, the Executive Committee of the Board of Directors was formed and is comprised of Marvin S. Wool, Ronald L. Bogh, Lawrence J. Young, Paul M. Gilson and Gregory J. Divis. The Executive Committee may exercise all powers of the Board of Directors, which may be lawfully delegated when the Board of Directors is not in session.

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, former Vice Chairman of the Board, Mr. Douglas C. Nelson received $3,613 for health insurance premiums and $2,701 for life insurance premiums paid by the Company for Mr. Nelson's benefit during 1998. Employee, salaried directors receive no additional compensation beyond their salaries for attending any Board meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock of the Company as of July 23, 1999 as to (i) each person who is known by the Company to own beneficially 5% or more of the outstanding shares of Common Stock, (ii) each Director or Nominee for Director of the Company, (iii) each of the executive officers named in the Summary Compensation Table below and (iv) all Directors and executive officers as a group. Except as otherwise noted, the Company believes the persons listed below have sole investment and voting power with respect to the Common Stock owned by them.

	Common Stock
Five Percent Shareholders, Directors, Director Nominees and Named Executive Officer	Shares Beneficially Owned (1)	Approximate Percentage Owned
Dash Multi-Corp, Inc. (2)	1,567,462	70.0%
Marvin S. Wool (2)(3)	1,567,462	70.0%
Ronald L. Bogh (4)(5)	184,817	8.3%
Paul M. Gilson (4)(6)	46,466	2.0%
Gregory J. Divis	—	—
Sandon L. Wool	—	—
Lawrence J. Young	—	—
All Directors and executive officers as a group (6 persons) (5)(6)	1,798,745	79.1%

(1)

Applicable percentage of ownership is based on 2,239,167 shares of Common Stock outstanding as of July 23, 1999 together with applicable options for such beneficial owners. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting and investment power with respect to such shares. Shares of Common Stock subject to options currently exercisable or exercisable within 60 days after July 23, 1999 are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage of any other person.

(2)

The address for such person/business is 2500 Adie Road, Maryland Heights, Missouri 63043.

(3)

All such shares are held of record by Dash Multi-Corp, Inc. As the controlling shareholder of Dash Multi-Corp, Inc., Mr. Wool may be deemed to share beneficial ownership of such shares. Mr. Wool disclaims all such beneficial ownership.

(4)

The address for such person is 904 E. 10th Avenue, McMinnville, Oregon 97128.

(5)

Includes 14,607 shares of the Company's Common Stock held by Mr. Bogh's children for which Mr. Bogh has sole voting power pursuant to a voting agreement dated April 15, 1995.

(6)

Includes 34,666 shares subject to options granted pursuant to the Company's 1995 Stock Option Plan and exercisable within 60 days of July 23, 1999.

EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages and positions of the Company's executive officers are as follows:

Name	Age	Current Position(s) with Company	Since
Ronald L. Bogh	55	President	1996
Paul M. Gilson	51	Chief Operating Officer and Senior Vice President	1996
Gregory J. Divis	58	Vice President and Secretary	1999

For information on the business background of Messrs. Bogh, Gilson and Divis, see "Nominees for Director" above.

EXECUTIVE COMPENSATION AND OTHER MATTERS

Summary of Cash and Certain Other Compensation

The following table provides certain summary information concerning compensation awarded to, earned by or paid to Ronald L. Bogh, the Company's President (the "named executive officer") for fiscal years 1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

		Annual Compensation
Name and Principal Position	Year	Salary($)	Bonus($)	Other Annual Compensation($)	All Other Compensation($)(1)
Ronald L. Bogh (2)	1998	140,184	—	—	2,008
President	1997	140,184	—	—	6,378
	1996	140,184	—	—	6,961

(1)

Amounts include Company paid premiums on a life insurance policy benefiting Mr. Bogh.

(2)

Until June 1999, Mr. Bogh also served as Chairman of the Board and Chief Executive Officer of the Company.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS

Change of Control Transaction

On June 3, 1999, Dash Multi-Corp, Inc., a Missouri corporation ("Dash"), completed the purchase of 1,567,462 shares of the Company's Common Stock at a purchase price of $3.00 per share. The 1,567,462 shares of Common Stock of the Company purchased by Dash represented approximately 70.0% of the total issued and outstanding shares of the Company's Common Stock. Dash purchased the Common Stock pursuant to a tender offer by Dash to the shareholders of the Company as contemplated by the Stock Purchase Agreement. The $4,702,386 aggregate purchase price paid by Dash for the Common Stock was provided by existing cash on hand of Dash.

In addition, pursuant to the Stock Purchase Agreement on June 3, 1999, each of Marvin S. Wool, Sandon L. Wool and Gregory J. Divis were appointed as directors of the Company as designees of Dash and Lawrence J. Young was appointed as an independent director. Following such appointments, the Board of Directors of the Company was comprised of Ronald L. Bogh, Paul M. Gilson, Marvin S. Wool, Sandon L. Wool, Gregory J. Divis and Lawrence J. Young.

Termination Agreement

In January 1998, the Company signed a Non-Competition, Price Guaranty and Release Agreement (the "Agreement") with Mr. Doug Nelson, the Company's former Chief Financial Officer. At that time, Mr. Nelson remained on the Board of Directors. Pursuant to the Agreement, the Company was 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 was obligated to pay Mr. Nelson was $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 this Agreement. The Agreement was amended to allow Mr. Nelson to sell an additional 3,000 shares under this Agreement during 1999. In March 1999, Mr. Nelson sold 4,000 shares of the Company's Common Stock and the Company paid Mr. Nelson a total of $8,000 under the Agreement. Mr. Nelson resigned from the Board and the Agreement was terminated in June 1999 in connection with the acquisition of 70% of the Company's Common Stock by Dash Multi-Corp, Inc.

Employment Contracts

Ronald L. Bogh. In June 1999, the Company, Dash Multi-Corp and Ronald L. Bogh agreed to a three year Employment Agreement with compensation at the rate of: (a) $160,800 per annum in year one, (b) $170,400 per annum in year two, and (c) $180,000 per annum in year three. The compensation rate may change at the sole discretion of Dash Multi-Corp, as directed by the Company. Mr. Bogh's compensation under the Employment Agreement also includes the use of a Company owned vehicle, medical and health care coverage, life insurance coverage, country club dues and a bonus plan. A Continuance of Employment Agreement becomes effective upon expiration of the Employment Agreement or early terminiation of employment. Under this agreement Mr. Bogh is to receive $60,000 per annum

through December 2008 for services as a technical advisor to operational and management functions of the Company.

Paul M. Gilson. In June 1999, the Company, Dash Multi-Corp and Paul M. Gilson agreed to a four year Employment Agreement with compensation at the rate of: (a) $114,000 per annum in year one, (b) $120,000 per annum in year two, (c) $126,000 per annum in year three, and (d) $132,000 per annum in year four. The compensation rate may change at the sole discretion of Dash Multi-Corp, as directed by the Company. Mr. Gilson's compensation under the Employment Agreement also includes the use of a Company owned vehicle, medical and health care coverage, life insurance coverage and a bonus plan.

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. In April 1999, the Board of Directors determined not to accelerate the vesting of stock options that otherwise would have resulted from the acquisition of 70% of the Company's Common Stock by Dash Multi-Corp, Inc.

INDEPENDENT PUBLIC ACCOUNTANTS

The Company's audit committee has not yet met to select an independent accountant for the year ending December 31, 1999 and therefore, no independent accountant is included in this proxy statement for approval by the shareholders at the Company's 1999 Annual Meeting of Shareholders. The Company engaged the accounting firm of Morrison & Liebswager as its independent accountant for the year ended December 31, 1998. A representative from the firm of Morrison & Liebswager is expected to be in attendance at the Company's 1999 Annual Meeting of Shareholders. Such representative will have the opportunity, although is not expected, to make a statement if he desires to do so and will be available to respond to appropriate questions.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 1998, the Company paid a total of $206,947 to a contracting firm owned by Mr. Edward DeRaeve, a former Director of the Company, for capital improvements to its plant. The Company also paid $2,255 to Jerry Brown, former Director and attorney, for legal services provided.

During 1998, the Company paid a total of $877,434 for certain raw materials to MarChem Pacific, Inc., a wholly-owned subsidiary of Dash Multi-Corp, of which Mr. Marvin S. Wool, who was appointed Chairman of the Company in June 1999, is the majority owner.

Management of the Company believes that all related party transactions were conducted at arms-length rates and conditions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's executive officers and Directors, and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Based solely on its review of the copies of such forms received by the Company, 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. Douglas C. Nelson, a former 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 former 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.

SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

Under applicable regulations of the SEC, proposals by shareholders intended to be considered for inclusion in the Company's Proxy Statement for its 2000 Annual Meeting must be received at the principal executive offices of the Company, 904 E. 10th Avenue, McMinnville, Oregon 97128, c/o Secretary, not later than April 4, 2000. Any shareholder proposal not included in the Company's Proxy Statement for its 2000 Annual Meeting, but considered at the 2000 Annual Meeting, will be voted upon by the persons named in proxies solicited on behalf of the board of Directors pursuant to the discretionary authority granted therein if notice of such proposal is not received later than June 18, 2000.

OTHER MATTERS

The Company knows of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of Proxy to vote shares represented by proxy cards granting such persons discretionary authority to vote on such other matters in accordance with their judgment as to the best interests of the Company.

By Order of the Board of Directors:

Paul M. Gilson
Director, Chief Operating Officer and Senior Vice President
Dated: August 2, 1999

R-B RUBBER PRODUCTS, INC.
Proxy for Annual Meeting of Shareholders to be Held on August 23, 1999

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated August 2, 1999 and hereby names, constitutes and appoints Ronald L. Bogh and Paul M. Gilson, or either of them acting in absence of the other, with full power of substitution, my true and lawful attorneys and Proxies for me and in my place and stead to attend the Annual Meeting of the Shareholders of R-B Rubber Products, Inc. (the "Company") to be held at 1:30 p.m. on Monday, August 23, 1999, and at any adjournment thereof, and to vote all the shares of Common Stock held of record in the name of the undersigned on July 23, 1999, with all the powers that the undersigned would possess if he were personally present.

1. Election of Directors
/ / FOR all nominees listed below (except as marked to the contrary below)		/ / WITHHOLD AUTHORITY to vote for all nominees listed below

(Instructions: To withhold authority to vote for any individual nominee, strike a line through nominee's name in the list below.)
Marvin S. Wool, Ronald L. Bogh, Paul M. Gilson, Gregory J. Divis, Sandon L. Wool and Lawrence J. Young

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES NAMED ABOVE.

2.: Upon such other matters as may properly come before, or incident to the conduct of the Annual Meeting, the Proxy holders shall vote in such manner as they determine to be in the best interests of the Company. The Company is not presently aware of any such matters to be presented for action at the meeting.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. IF NO SPECIFIC DIRECTION IS GIVEN AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES NAMED ABOVE.

		Dated



		Shareholder (print name)


		Shareholder (sign name)

		NOTE:		Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

		I do ( ) do not ( ) plan to attend the meeting. (Please check)

The shareholder signed above reserves the right to revoke this Proxy at any time prior to its exercise by written notice delivered to the Company's Secretary at the Company's corporate offices at 904 E. 10th Avenue, McMinnville, Oregon 97128, prior to the Annual Meeting. The power of the Proxy holders shall also be suspended if the shareholder signed above appears at the Annual Meeting and elects in writing to vote in person.