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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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R-B RUBBER PRODUCTS, INC.
(NAME OF SUBJECT COMPANY)
DASH MULTI-CORP, INC.
(BIDDER)
COMMON STOCK, NO PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
74270 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARVIN S. WOOL
CHIEF EXECUTIVE OFFICER
DASH MULTI-CORP, INC.
2500 ADIE ROAD
MARYLAND HEIGHTS, MISSOURI 63043
TELEPHONE: (314) 432-3200
FACSIMILE: (314) 432-3210
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN LLP
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
FACSIMILE: (314) 552-7000
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This Amendment No. 2 - Final Amendment ("Final Amendment")
amends and supplements and constitutes the final amendment to the Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by Dash
Multi-Corp, Inc. ("Purchaser") on April 14, 1999, as amended, with
respect to 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-1, as amended, including the
Offer to Purchase filed as Exhibit (a)(1) thereto.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented by adding thereto the
following:
The Offer terminated at 5:00 p.m., St. Louis, Missouri time,
on Thursday, May 27, 1999.
ITEM 6. INTERESTS IN SECURITIES IN THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the
following:
Purchaser owns 1,567,462 Shares, which represents
approximately 70% of the outstanding Shares.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by adding thereto the
following:
As contemplated in the Stock Purchase Agreement, on June 3,
1999 each of Marvin S. Wool, Sandon Wool and Gregory J. Divis were
appointed as directors of the Company as designees of the Purchaser and
Lawrence J. Young was appointed as an independent director. Following
such appointments, the Board of Directors of the Company is now
comprised of Ronald L. Bogh, Paul M. Gilson, Marvin S. Wool, Sandon
Wool, Gregory J. Divis and Lawrence J. Young.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the
following:
(f) The Offer expired at 5:00 p.m., St. Louis, Missouri
time on May 27, 1999 (the "Expiration Date"). Purchaser was advised by
the Depositary that as of the Expiration Date 1,810,408 shares of Common
Stock of the Company had been validly tendered and not withdrawn,
representing approximately 80.85% of the total issued and outstanding
Common Stock of the Company. Pursuant to the Offer, on Thursday, June
3, 1999, the Purchaser accepted and purchased 1,567,462 shares of Common
Stock of the Company, representing approximately 86.58% of the total
shares of Common Stock of the Company validly tendered and not withdrawn
and approximately 70.00% of the total issued and outstanding shares of
Common Stock of the Company.
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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.
DASH MULTI-CORP, INC.
By: /s/ Marvin S. Wool
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Name: Marvin S. Wool
Title: Chief Executive Officer
Dated: June 19, 1999
