<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-K/A

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X]    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934
                  For the fiscal year ended December 31, 1996

                                       OR

[_]    Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934
                For the transition period from                to

Commission file number:  333-1992

                                RBX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                                   94-3231901
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                             5221 ValleyPark Drive
                            Roanoke, Virginia  24019
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:   (540) 561-6000

       Securities registered pursuant to Section 12(b) of the Act:  None

       Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     YES    X                       NO 
         -------                       -------          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

As of December 31, 1996, there was no voting stock of the Registrant held by
non-affiliates.

The number of shares of Common Stock of RBX Corporation, $0.01 per share par
value, outstanding as of December 31, 1996 was 1,000.

Registration Statement on Form S-4 File No. 333-1992, filed on March 5, 1996 and
amended on April 15, 1996 and on April 24, 1996, is incorporated herein by
reference.
<PAGE>
 
NOTE -- THE PURPOSE OF THIS FILING IS TO INCLUDE A SECOND REPORT OF INDEPENDENT 
AUDITORS AND CERTAIN ADDITIONAL DISCLOSURES IN CONNECTION WITH THE DECEMBER 31, 
1994, INFORMATION INCLUDED IN ITEM 8, FINANCIAL STATEMENTS AND SUPPLEMENTARY 
DATA.
<PAGE>
 
                                RBX CORPORATION


                         INDEX TO FINANCIAL STATEMENTS



<TABLE>
<CAPTION>
<S>                                                                          <C>
Independent Auditor's Report (Deloitte & Touche LLP).......................  F-2

Report of Independent Auditors (Ernst & Young LLP).........................  F-3
                                                              
Consolidated Financial Statements                             
                                                              
    Consolidated Balance Sheets............................................  F-4
                                                                           
    Consolidated Statements of Operations..................................  F-5
                                                              
    Consolidated Statements of Cash Flows..................................  F-6
                                                                           
    Consolidated Statement of Changes in Stockholder's Equity..............  F-7
                                                              
    Notes to Consolidated Financial Statements.............................  F-8

</TABLE>

                                      F-1
<PAGE>
 
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
RBX Corporation
Roanoke, Virginia

     We have audited the accompanying consolidated balance sheets of RBX
Corporation and subsidiaries (the Company) as of December 31, 1995 and 1996, and
the related consolidated statements of operations, stockholder's equity, and
cash flows for the two and one-half month period and the year ended December 31,
1995 and 1996, respectively. We have also audited the consolidated statements of
operations and cash flows of RBX Investors Inc. and subsidiaries (the
Predecessor Company) for the nine and one-half month period ended October 16,
1995. Our audits also included the financial statement schedule listed in the
index at Item 14 (a)(2). These financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and the financial
statement schedule based on our audits. The consolidated statements of
operations and cash flows and the financial statement schedule of the
Predecessor Company for the year ended December 31, 1994, were audited by other
auditors whose report thereon, dated March 8, 1995, and August 2, 1995,
expressed an unqualified opinion.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the 1995 and 1996 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of RBX Corporation and its subsidiaries as of December 31, 1995 and
1996 and the results of their operations and their cash flows for the two and
one-half month period and the year ended December 31, 1995 and 1996,
respectively, in conformity with generally accepted accounting principles.
Further, in our opinion, the Predecessor Company financial statements for the
nine and one-half month period ended October 16, 1995, present fairly, in all
material respects, the results of operations and cash flows of the Predecessor
Company and its subsidiaries in conformity with generally accepted accounting
principles. Also, in our opinion, the financial statement schedule, considered
in relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

     As more fully described in Notes 1 and 2 to the consolidated financial
statements, the Company acquired the Predecessor Company as of October 16, 1995
in a business combination accounted for as a purchase. The financial statements
of the Predecessor Company are not directly comparable to those of the Company
due to the accounting for the acquisition.

DELOITTE & TOUCHE LLP


Richmond, Virginia
March 7, 1997

                                      F-2
<PAGE>
 
                        REPORT OF INDEPENDENT AUDITORS

Board of Directors of RBX Investors, Inc.

     We have audited the accompanying consolidated statements of operations and 
cash flows of RBX Investors, Inc. for the year ended December 31, 1994. Our 
audit also included the financial statement schedule listed in the index at Item
14(a)(2). These financial statements and the financial statement schedule are 
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the consolidated results of operations
and cash flows of RBX Investors, Inc. and subsidiaries for the year ended 
December 31, 1994, in conformity with generally accepted accounting principles. 
Also, in our opinion, the financial statement schedule, considered in relation 
to the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.


                                           Ernst & Young LLP

Richmond, Virginia

March 8, 1995
except for the first paragraph of Note 2,
as to which the date is August 2, 1995



                                      F-3

<PAGE>
 
                                RBX CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                          December 31, 1995 and 1996
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                    ASSETS
                                                            1995        1996
                                                          --------    --------
<S>                                                       <C>         <C>
Cash and cash equivalents...............................  $  5,823    $  3,293
Accounts receivable, less allowance for doubtful
  accounts of $1,678  and $1,337 in 1995 and 1996,
  respectively..........................................    38,198      33,740
Inventories.............................................    42,364      38,635
Deferred income taxes...................................     3,129       1,112
Prepaid and other current assets........................     2,000       2,130
                                                          --------    --------

     Total current assets...............................    91,514      78,910

Property, plant and equipment, net......................    81,277      91,068
Deferred income taxes, non-current......................     1,411      11,096
Intangibles and other assets, net.......................   111,534      99,626
                                                          --------    --------
     Total assets.......................................  $285,736    $280,700
                                                          ========    ========

                     LIABILITIES AND STOCKHOLDER'S EQUITY

Accounts payable........................................  $ 13,886    $ 12,867
Accrued liabilities.....................................    14,367      17,342
Current portion of postretirement benefit obligation....     1,850       2,302
Current portion of long-term debt.......................       356       1,728
                                                          --------    --------
     Total current liabilities..........................    30,459      34,239

Long-term debt..........................................   171,389     183,164
Postretirement benefit obligation.......................    31,745      32,032
Pension benefit obligation..............................     9,561       9,228
Other liabilities.......................................     2,008       1,724

Commitments and contingencies...........................        -           -

Stockholder's equity:
  Common stock, $0.01 par value, 1,000 shares
    authorized, issued and outstanding..................        -           -
  Additional paid-in-capital............................    43,895      58,690
  Accumulated deficit...................................    (3,321)    (38,377)
                                                          --------    --------
     Total stockholder's equity.........................    40,574      20,313
                                                          --------    --------
     Total liabilities and stockholder's equity.........  $285,736    $280,700
                                                          ========    ========
</TABLE>

See notes to consolidated financial statements.


                                      F-4

<PAGE>
 
                                RBX CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       Predecessor                    Company
                                              ----------------------------  ----------------------------
                                                   Year      9 1/2 Months   2 1/2 Months       Year
                                                  Ended          Ended          Ended          Ended
                                              Dec. 31, 1994  Oct. 16, 1995  Dec. 31, 1995  Dec. 31, 1996
                                              -------------  -------------  -------------  -------------
<S>                                           <C>            <C>            <C>            <C>
Net sales...................................     $197,913       $220,321        $51,646       $275,715
Cost of goods sold..........................      165,742        180,677         46,911        238,365
                                                 --------       --------        -------       --------
Gross profit................................       32,171         39,644          4,735         37,350
Selling, general and administrative
 costs......................................       18,478         21,112          5,193         30,474
Management fees.............................           --            418            180            995
Loss on impairment of long-lived assets.....           --             --             --         26,498
Unusual item................................           --            620             --             --
Amortization of goodwill and other
 intangibles................................          319            565            733          3,943
Other expense (income)......................           57             51            (68)            66
                                                 --------       --------        -------       --------
Operating income (loss).....................       13,317         16,878         (1,303)       (24,626)
Interest expense, including amortization
 of deferred financing fees.................        3,334          6,878          3,867         18,685
                                                 --------       --------        -------       --------
Income (loss) before income taxes...........        9,983         10,000         (5,170)       (43,311)
Income taxes (benefit)......................        3,865          3,979         (1,849)        (8,255)
                                                 --------       --------        -------       --------
Income (loss) before extraordinary item.....        6,118          6,021         (3,321)       (35,056)
Extraordinary item: early extinguishment
 of debt, net of $289 income tax benefit....         (466)            --             --             --
                                                 --------       --------        -------       --------
Net income (loss)...........................     $  5,652       $  6,021        $(3,321)      $(35,056)
                                                 ========       ========        =======       ========
</TABLE>

See notes to consolidated financial statements.

                                      F-5

<PAGE>
 
                                RBX CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE> 
<CAPTION> 
                                                                        Predecessor                            Company
                                                             ----------------------------------   ----------------------------------
                                                              Year Ended     9-1/2 Months Ended   2-1/2 Months Ended    Year Ended
                                                             Dec. 31, 1994     Oct. 16, 1995        Dec. 31, 1995      Dec. 31, 1996
                                                             -------------   ------------------   ------------------   -------------
<S>                                                          <C>             <C>                  <C>                  <C> 
Operating activities
Net income (loss) .........................................    $  5,652           $ 6,021             $  (3,321)          $(35,056)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:                                                                                            
    Loss on impairment of long-lived assets ...............           -                 -                     -             26,498
    Extraordinary item ....................................         466                 -                     -                  -
    Depreciation ..........................................       5,121             5,820                 1,310              7,124
    Amortization ..........................................         689             1,671                 3,593              4,965
    Provision for deferred income taxes ...................         935               274                  (667)            (7,668)
    Loss (gain) on disposal of equipment ..................          57               (17)                    -                 66
    Changes in assets and liabilities net of effect of                                                             
      business acquisition:                                                                                        
        (Increase) decrease in receivables ................      (4,746)           (3,909)                3,186              8,196
        (Increase) decrease in inventories ................      (4,894)           (3,380)                  136              5,431
        (Increase) decrease in prepaid and other current                                                           
          assets ..........................................         868              (408)                 (999)              (864)
        Increase in other assets ..........................      (2,533)                -                     -                  -
        Increase (decrease)  in accounts payable ..........         546             4,041                (4,315)            (1,913)
        Increase (decrease)  in accrued liabilities .......       6,439            (2,117)                2,859              2,236
        Increase in other liabilities .....................         691               444                     3                122
                                                               --------           -------             ---------           --------
Net cash provided by operating activities .................       9,291             8,440                 1,785              9,137
                                                                                                                   
Investing activities                                                                                               
Capital expenditures ......................................      (5,817)           (6,323)                 (823)           (11,818)
Acquisitions, net of cash acquired ........................     (48,864)           (1,069)             (199,015)           (22,042)
Proceeds from disposals of property, plant and equipment ..          21               101                     -                 31
                                                               --------           -------             ---------           --------
Net cash used in investing activities .....................     (54,660)           (7,291)             (199,838)           (33,829)
                                                                                                                   
Financing activities                                                                                               
Contributions to capital ..................................           -                 -                40,000             10,030
Proceeds from borrowings ..................................     111,000             4,000               170,000             27,000
Payments of financing fees ................................           -                 -                (5,988)              (780)
Principal payments on long-term debt ......................      (6,953)           (5,916)                 (136)           (13,853)
Refinancing of long-term debt .............................     (60,500)                -                     -                  -
Dividend payment ..........................................           -                 -                     -               (235)
                                                               --------           -------             ---------           --------
Net cash provided by (used in) financing activities .......      43,547            (1,916)              203,876             22,162
                                                                                                                   
Net increase (decrease) in cash and cash equivalents ......      (1,822)             (767)                5,823             (2,530)
Cash and cash equivalents:                                                                                         
    Beginning of period....................................       2,589               767                     -              5,823
                                                               --------           -------             ---------           --------
    End of period .........................................    $    767           $     -             $   5,823           $  3,293
                                                               ========           =======             =========           ========
</TABLE> 
See notes to consolidated financial statements.


                                      F-6

<PAGE>
 
                                RBX CORPORATION

          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
         For the Two and One-half Month Period Ended December 31, 1995
                     and the Year Ended December 31, 1996
                                (in thousands)

<TABLE>
<CAPTION>
                                          Additional                   Total
                                Common     Paid-in    Accumulated  Stockholder's
                                Stock      Capital      Deficit        Equity
                                --------   ----------  -----------  ------------
<S>                             <C>        <C>         <C>          <C>
Initial capitalization......    $      -   $   43,895   $      -    $   43,895
Net loss....................           -            -     (3,321)       (3,321)
                                --------   ----------  ---------    ----------
Balances at December 31, 1995          -       43,895     (3,321)       40,574
Capital contribution........           -       15,030          -        15,030
Dividend....................           -         (235)         -          (235)
Net loss....................           -            -    (35,056)      (35,056)
                                --------   ----------  ---------    ----------
Balances at December 31, 1995   $      -   $   58,690   $(38,377)   $   20,313
                                ========   ==========   ========    ==========
</TABLE>

See notes to consolidated financial statements.

                                      F-7

<PAGE>
 
                                RBX CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (In thousands, except as otherwise noted)



1. Significant Accounting Policies

Basis of Presentation

RBX  Corporation and  subsidiaries  (the "Company") is a  wholly  owned
subsidiary of  RBX Group, Inc., ("RBX Group") a non-operating holding company.
Effective October 16, 1995, RBX Investors Inc. (the "Predecessor") was acquired
by the Company. The consolidated financial statements and note disclosures prior
to the date of the Acquisition (as defined, see Note 2) are not comparable due
to the accounting for the Acquisition.

The Company follows the same accounting policies as the Predecessor.

Principles of Consolidation and Business

The Company operates in one business segment, the manufacture of rubber and
plastics products. The Company's products are used in a wide range of
applications including athletic equipment, sports medicine wraps, neoprene
wetsuits, hardware center products, other consumer products, insulation for
refrigeration and air conditioning systems, automotive components and other
industrial products.

The accounts of RBX Corporation and its subsidiaries are included in the
consolidated financial statements after elimination of significant inter-company
transactions and profits and losses.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents. The carrying amount
of cash equivalents approximates fair value because of the short maturity of
those investments.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined under
the first-in, first-out (FIFO) method. Inventory cost includes raw materials,
labor and manufacturing overhead.

Property, Plant and Equipment

Property, plant and equipment is stated at cost net of accumulated depreciation.
Depreciation of plant and equipment is provided by the straight-line method over
the estimated useful lives of the related assets, ranging from 20-40 years for
buildings and improvements and 3-14 years for machinery and equipment.

Intangibles and Other Assets

Goodwill -  Goodwill, which represents the excess of cost over fair value of
net assets acquired, is  amortized on a straight line-basis over 40 years.

                                      F-8

<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)



1. Significant Accounting Policies - (Continued)

Customer Lists  - Customer lists are amortized using the straight-line method
over 21 years.

Deferred Financing Costs - Deferred financing costs are amortized using the
effective interest method over the life of the related debt.

Fair Value of Financial Instruments

The carrying value of the Company's long-term debt, which consists of variable
rate long-term senior debt and 11.25% long-term subordinated debt, approximates
fair value. The carrying amounts of all other current assets and liabilities as
reported in the balance sheets at December 31, 1995 and 1996 and which qualify
as financial instruments, approximate fair value.

Revenue

Revenue is recognized when products are shipped to customers. Sales returns and
allowances are treated as a reduction to sales and are provided based on
historical experience and current estimates.

Research and Development

Research and development expenditures, which are expensed as incurred, were
approximately $1,611 for the year ended December 31, 1994 and $2,695 and $706
for the nine and one-half months ended October 16, 1995 and the two and one-half
months ended December 31, 1995, respectively, and $3,469 for the year ended
December 31, 1996.

Business and Credit Concentrations

The Company's customers are not concentrated in any specific geographic region
or any specific industry. No single customer accounted for a significant amount
of the Company's sales, and there were no significant accounts receivable from a
single customer. The Company reviews a customer's credit history before
extending credit. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.

Estimates

The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the balance sheets and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

The Company assesses impairment of long-lived assets such as property, plant and
equipment and goodwill whenever changes or events indicate that the carrying
value may not be recoverable. Such long lived assets are written down to fair
value if the sum of the expected future undiscounted cash flows is less than the
carrying amount (See Note 15).

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the
current period presentation.

                                      F-9

<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2.   Acquisitions

On August 2, 1995, the Predecessor entered into an agreement and plan of merger 
(as amended, the "Acquisition Agreement") with RBX Group, Inc., AEA Investors, 
Inc. and the other parties thereto.

On October 16, 1995, pursuant to a plan of merger, the Company acquired the
Predecessor for approximately $201.6 million plus direct expenses of the
acquisition of approximately $3.8 million (the "Acquisition"). The purchase cost
was composed of $94.1 million in cash, $3.9 million in Preferred Stock of RBX
Group (having an aggregate liquidation value of $9.0 million) and assumption of
$95.5 million in debt and $8.1 million in unpaid seller expenses.

The Acquisition was accounted for using the purchase method of accounting,
whereby the excess of the purchase cost over the recorded book value of net
assets acquired was allocated to the fair value of tangible and identifiable
intangible assets acquired and liabilities assumed based on independent
valuations and other studies. The purchase cost was allocated as follows:

              Inventory                                 $ 45,171
              Working capital, excluding inventory        13,867
              Property, plant and equipment               81,320
              Identifiable intangible assets              40,191
              Goodwill                                    67,667
              Other assets                                   518
              Other liabilities                          (43,313)
                                                        --------

                                                        $205,421
                                                        ========

The acquisition was financed through an equity contribution from RBX Group of
approximately $43.9 million in cash and in-kind payments in exchange for all of
the outstanding shares of the Company's common stock, the sale of $100 million
in 11 1/4% Senior Subordinated Notes, and proceeds of approximately $61.3
million from borrowings under the credit agreement (see note 7). In addition,
certain options to purchase the common stock of the Predecessor that were held
by continuing management employees prior to the time of the Acquisition, were
converted into options to acquire the common stock of RBX Group. The rollover of
such options does not represent a change in the basis of underlying assets or
liabilities in the Acquisition,  since RBX Group's basis in the options was
equal to the predecessor option holders basis of zero.

The unaudited consolidated results of operations on a pro forma basis as though
the Acquisition had taken place at  the beginning of the periods presented are
as follows:

                                              1994           1995
                                            --------       --------

          Net sales                         $269,607       $271,967
          Net loss                            (5,504)        (4,895)

The unaudited pro forma financial information is presented for informational
purposes only and does not purport to represent what the Company's results of
operations would have been if the Acquisition had taken place as of the dates
indicated, or what such results will be for any future period.

On June 10, 1996, Rubatex Corporation, a wholly owned subsidiary of the Company,
acquired certain assets and assumed certain liabilities of the Ensolite(R)
division of Uniroyal Technology Corporation ("Uniroyal") for an aggregate
purchase price of $25.6 million plus direct expenses of approximately $2.0
million ("Ensolite Acquisition"). Ensolite is a manufacturer of certain types of
closed-cell foam. The Company obtained the funds necessary to consummate this
transaction from the proceeds of additional Tranche B Term Loans of $10.0
million and an equity contribution by RBX Group of $15.0 million. The equity
contribution was derived from a $10.0 million cash contribution to RBX Group by
American

                                     F-10

<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)



2. Acquisitions (Continued)

Industrial Partners Capital Fund, L.P. and from a subordinated unsecured note of
$5.0 million issued by RBX Group to Uniroyal, bearing interest at 11.75% per
annum.

The Ensolite Acquisition was accounted for using the purchase method of
accounting. The purchase cost was allocated as follows:

              Inventory                                   $ 1,842
              Working capital, excluding inventory          2,845
              Equipment                                     5,705
              Goodwill                                      7,953
              Identifiable intangible assets                9,262
                                                          -------

                                                          $27,607
                                                          =======

The unaudited consolidated results of operations on a pro forma basis as though
the Ensolite Acquisition had taken place at the beginning of the periods
presented are as follows:

                                              1995          1996
                                            --------      --------

            Net sales                       $296,003      $287,501
            Net loss                          (5,529)      (35,474)

3.   Inventories

Components of inventory are as follows:

                                              1995          1996
                                            --------      --------

            Raw materials                   $ 15,096      $ 12,661
            Work-in-process                    4,354         4,347
            Finished goods                    22,914        21,627
                                            --------      --------

                                            $ 42,364      $ 38,635
                                            ========      ========

                                     F-11
<PAGE>
 
                                RBX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4. Property, Plant and Equipment

Major classes of property, plant and equipment are as follows:
   
                                           1995           1996
                                         --------       --------
     Land and improvements               $  2,568       $  2,568
     Buildings and improvements            23,952         24,060
     Machinery and equipment               51,793         64,175
     Construction-in-progress               4,274          8,677     
                                         --------       --------
                                           82,587         99,480
     Less: accumulated depreciation         1,310          8,412     
                                         --------       --------
                                         $ 81,277       $ 91,068
                                         ========       ========

5. Intangibles and Other Assets

Major components of intangibles and other assets are as follows:
   
                                           1995           1996
                                         --------       --------
     Goodwill                            $ 66,278       $ 56,861
     Customer lists                        35,887         36,050
     Deferred financing fees                5,989          6,736
     Other                                  4,303          5,728     
                                         --------       --------
                                          112,457        105,375
     Less: accumulated amortization           923          5,749     
                                         --------       --------
                                         $111,534       $ 99,626
                                         ========       ========



6.  Accrued Liabilities

Major components of accrued  liabilities are as follows:
   
                                           1995           1996
                                         --------       --------
     Interest                            $  3,573       $  3,597
     Personnel related costs other than
       vacation                             3,856          6,481
     Vacation                               3,507          3,449
     Other                                  3,431          3,815     
                                         --------       --------
                                         $ 14,367       $ 17,342
                                         ========       ========
 

                                      F-12
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7.  Long-Term Debt

Long-term debt of the Company is as follows:
   
                                           1995           1996
                                         --------       --------
     Senior subordinated notes           $100,000       $100,000
     Term notes payable                    70,000         76,000
     Revolving credit agreement                -           7,500
     Industrial revenue bond note           1,555          1,232     
     Mortgage note payable                    180            160     
     Capitalized lease obligations             10             -      
                                         --------       --------
                                          171,745        184,892
     Less current portion                     356          1,728     
                                         --------       --------
                                         $171,389       $183,164
                                         ========       ========

Subordinated debt

On October 16, 1995, RBX Corporation sold $100 million in 11.25% Senior
Subordinated Notes (the "Notes") due October 15, 2005, pursuant to Rule 144A
under the Securities Act of 1933. The Notes are general unsecured obligations
subordinated in right of payment to all senior indebtedness of the Company.
Interest is payable on the Notes semi-annually on April 15 and October 15 of
each year, commencing in 1996. The Notes may be redeemed after October 14, 2000
at a redemption premium. Under certain circumstances as defined in the
Indenture, RBX Corporation may redeem, at a premium, up to one-third of the
Notes prior to October 15, 1998.

RBX Corporation is a holding company with no assets or operations other than its
investments in its subsidiaries. All of RBX Corporation's subsidiaries are
wholly owned and have guaranteed the Notes on a full, unconditional, and joint
and several basis. Management has determined that separate financial statements
of the guarantor subsidiaries would not be material to an investor. Accordingly,
separate financial statements of the guarantor subsidiaries have not been
presented.

The Indenture contains certain covenants which, among other things, limit the
ability of RBX Corporation and its subsidiaries to incur additional indebtedness
and issue preferred stock, incur liens, pay dividends or make other
distributions, repurchase equity interests or subordinated indebtedness. The
Company was in compliance with all terms of the Notes at December 31, 1996.

Pursuant to a Registration Rights Agreement (the "Agreement"), RBX Corporation
exchanged the Notes for a new issue of debt securities of RBX Corporation  (the
"New Notes") registered under the Securities Act of 1933. The terms of the New
Notes are substantially identical to those of the Notes.

Term Notes and Revolving Credit Agreement

In connection with the Acquisition, all of the Predecessor's debt then
outstanding under an existing credit agreement totaling $92 million was repaid
and the Company entered into a $100 million senior secured credit facility
consisting of $70 million in term notes and a $30 million revolving credit
facility (the "Credit Agreement"). The Company borrowed $70 million under the
term loans to provide a portion of the funds necessary to consummate the
Acquisition. As of December 31, 1996, the Company had an outstanding,
irrevocable standby letter of credit in the principal amount of $2.2 million as
part of its casualty insurance program. At December 31, 1996, the Company had
available unused borrowing capacity under the revolving credit facility of $20.3
million.

                                      F-13
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7.   Long-Term Debt (Continued)

In connection with the Ensolite Acquisition and the decline in sales and
operating profits experienced during the end of 1995 and first quarter of 1996,
the Company has entered into an amendment of the Credit Agreement dated February
28, 1996 (the "Credit Agreement Amendment"). The Credit Agreement Amendment
modified the financial covenants and restrictions to which the Company is
subject to provide the Company with greater flexibility. In addition, the Credit
Agreement Amendment provided an additional $10 million in term loans in
connection with the Ensolite Acquisition. As a result of the amendment, the
Company incurred $0.2 million in financing fees paid at the effective date of
the amendment. The Company also agreed to pay a 0.125% additional applicable
margin on all Tranche A ABR and Eurodollar loans and 0.25% on all Tranche B ABR
and Eurodollar loans effective with the date of the amendment.

On April 15, 1996, the Company obtained revised loan covenant restrictions by
amending the Credit Agreement ("Credit Agreement Amendment No. 2") due to the
decline in sales and operating profits compared to prior year's quarters. As a
result of Credit Agreement Amendment No. 2 and the additional Tranche B loan
required to complete the Ensolite Acquisition, the Company incurred $0.3 million
in financing fees paid at the consummation of the Ensolite Acquisition.

The Company entered into a third amendment to the Credit Agreement dated
December 3, 1996 ("Credit Agreement Amendment No. 3"). Credit Agreement
Amendment No. 3 modified the financial covenants to which the Company is subject
and revised certain definitions providing for the exclusion of the loss on
impairment of long-lived assets and certain other one-time charges (see Note 15)
from the related financial covenant calculations. In connection with Credit
Agreement Amendment No. 3, the Company paid an amendment fee of $0.2 million.

Indebtedness of the Company under the Credit Agreement is guaranteed by the
Company's subsidiaries on a full, unconditional, and joint and several basis.
Indebtedness under the Credit Agreement is also collateralized by substantially
all of the assets of the Company and its subsidiaries and the capital stock of
each of the Company's subsidiaries.

The term notes require quarterly principal payments beginning December 31, 1997,
and continuing thereafter through 2003. The revolving credit facility expires on
October 16, 2001.

Periodic prepayments may be made by the Company and mandatory prepayments of 50%
of excess annual cash flows (as defined) are required. At the Company's option,
the term notes payable and borrowings under the revolving credit facility
require interest at the prime rate plus 1.375% to 2% or LIBOR plus 2.375% to 3%.
The interest rate in effect at December 31, 1995 and 1996 was approximately 8.4%
and 8.3%, respectively. The revolving credit facility requires annual commitment
fees of 0.5% of the average daily unused portion of the revolver to be paid
quarterly. The Credit Agreement also requires letter of credit fees and fronting
fees of 2.5% and 0.375%, respectively, of outstanding letters of credit.

In addition to covenants substantially equivalent to the restrictions imposed on
the Company under the terms of the Notes (as discussed above), the Credit
Agreement requires the Company to meet certain financial tests, including
maintenance of a consolidated interest expense coverage ratio, minimum
consolidated net worth, leverage ratio, earnings before interest, taxes,
depreciation and amortization and maximum amounts of capital expenditures. The
Company was in compliance with all terms of the Credit Agreement at December 31,
1995 and 1996.

Other long-term debt

The industrial revenue bond note requires interest at a percentage of the prime
rate (73.32% and 75.76% of the prime rate in 1995 and 1996, respectively). The
prime rate was 8.5% and 8.25% at December 31, 1995 and 1996, respectively. The
note matures in the year 2000 and is collateralized by real property and
equipment at the Company's Conover, North Carolina, manufacturing facility.

                                     F-14
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7.   Long-Term Debt (Continued)

The mortgage note payable consists of fixed rate debt with a rate of 9% and
requires principal payments through 2002. The note is collateralized by real
property in Santa Fe Springs, California.

At December 31, 1996, the carrying value of long-term debt approximates fair
value.

Required principal repayment of long-term debt is as follows:

                1997                    $  1,728
                1998                       8,229
                1999                      10,727
                2000                      13,149
                2001                      22,906
                Thereafter               128,153  

8.   Income Taxes

The Company accounts for income taxes using the liability method, whereby
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities by applying enacted statutory tax rates applicable to future years
in which the differences are expected to reverse.

The Company files a consolidated income tax return with its parent, RBX Group,
Inc. and its tax provision is determined on a separate return basis.

Significant components of income taxes are as follows:
<TABLE>
<CAPTION>
                                       Predecessor                   Company
                             ----------------------------   ----------------------------
                                 Year       9-1/2 Months    2-1/2 Months       Year
                                 Ended          Ended           Ended          Ended
                             Dec. 31, 1994  Oct. 16, 1995   Dec. 31, 1995  Dec. 31, 1996
                             -------------  -------------   -------------  -------------
<S>                          <C>            <C>             <C>            <C>
Current:
  Federal                        $2,365         $3,118         $     -        $  (544)
  State                             565            590             (15)           (43)
                             ----------     ----------      ----------     ----------
                                  2,930          3,708             (15)          (587)
                             ----------     ----------      ----------     ----------

Deferred
  Federal                           901            314          (1,778)        (6,336)
  State                              34            (43)            (56)        (1,332)
                             ----------     ----------      ----------     ----------

                                    935            271          (1,834)        (7,668)
                             ----------     ----------      ----------     ----------

                                 $3,865         $3,979         $(1,849)       $(8,255)
                             ==========     ==========      ==========     ==========  
</TABLE>


                                     F-15
<PAGE>
 
                                RBX CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

8. Income Taxes  (Continued)

Temporary differences which give rise to significant components of the Company's
deferred tax liabilities follows:

<TABLE> 
<CAPTION> 
                                               1995          1996
                                              -------       -------
<S>                                           <C>           <C> 
          Deferred tax liabilities:
            Accumulated depreciation          $ 7,210       $ 9,019
            Accumulated amortization           12,490        12,178
                                              -------       -------
                                               19,700        21,197
                                              -------       -------
          Deferred tax assets:
            Employee benefits                  12,531        13,734
            Net operating loss carryforwards      -          10,176
            Alternative minimum tax credit      3,394         3,580
            Pension benefits                    3,566         3,702
            Other                               4,749         2,213
                                              -------       -------
                                               24,240        33,405
                                              -------       -------
            Deferred tax asset, net           $ 4,540       $12,208
                                              =======       =======
</TABLE> 
No valuation allowance has been recorded for the realization of the deferred tax
asset resulting from the temporary differences as management believes that it
will, more likely than not, be able to realize the deferred tax asset.

Reconciliation of income taxes computed at the federal statutory tax rate to
actual income tax expense is as follows:
<TABLE>
<CAPTION>
                                                    Predecessor                       Company
                                            ----------------------------    ----------------------------
                                                Year       9-1/2 Months     2-1/2 Months       Year
                                                Ended          Ended            Ended          Ended
                                            Dec. 31, 1994  Oct. 16, 1995    Dec. 31, 1995  Dec. 31, 1996
                                            -------------  -------------    -------------  -------------
<S>                                         <C>            <C>              <C>            <C>
Federal statutory rate                          34.0%          34.0%            34.0%          34.0%
Effect of:
  Loss on impairment of long-lived assets         -              -                -           (14.7)
  State taxes, net of federal benefit            4.0            3.3              3.3            2.1
  Amortization of goodwill                       0.9            1.1             (1.9)          (1.3)
  Other                                         (0.2)           1.4              0.4           (1.0)
                                            -------------  -------------    -------------  -------------
                                                38.7%          39.8%            35.8%          19.1%
                                            =============  =============    =============  =============
</TABLE>

The Company has net operating loss carryforwards of approximately $25.0 million
which expire through 2011.  The Company also has approximately $3.6 million of
alternative minimum tax credits which can be carried forward indefinitely.

                                      F-16
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)



9. Pension Plans

The Company has defined benefit plans covering certain eligible hourly employees
which provide pension benefits that are based on a formula which considers
length of service. Certain salaried employees also participate in the Company's
defined benefit pension plans. Benefits are based upon length of service and
earnings during years of service. Pension costs for hourly and salaried plans
(the "Plans") are funded to the extent permitted by the Internal Revenue Code.

Net pension costs include the following components:
<TABLE>
<CAPTION>
                                                    Predecessor                       Company
                                            ----------------------------    ----------------------------
                                                Year       9-1/2 Months     2-1/2 Months       Year
                                                Ended          Ended            Ended          Ended
                                            Dec. 31, 1994  Oct. 16, 1995    Dec. 31, 1995  Dec. 31, 1996
                                            -------------  -------------    -------------  -------------
<S>                                         <C>            <C>              <C>            <C>
Service cost                                      $   902        $   832          $   261        $ 1,257
Interest cost                                       2,447          2,220              591          2,866
Actual return on plan assets                       (1,419)        (1,934)            (509)        (3,398)
Amortization and deferrals, net                      (743)           236              -              794
                                            -------------  -------------    -------------  -------------
                                                  $ 1,187        $ 1,354           $  343        $ 1,519
                                            =============  =============    =============  =============
</TABLE>

 
Significant assumptions used in determining net pension costs and funded status
information are as follows:
<TABLE>
<CAPTION>
                                                    Predecessor                       Company
                                            ----------------------------    ----------------------------
                                                Year       9-1/2 Months     2-1/2 Months       Year
                                                Ended          Ended            Ended          Ended
                                            Dec. 31, 1994  Oct. 16, 1995    Dec. 31, 1995  Dec. 31, 1996
                                            -------------  -------------    -------------  -------------
<S>                                         <C>            <C>              <C>            <C>
Weighted average discount
  rate                                              8.50%          8.50%            7.50%          7.75%
Weighted average rate of
  increase in compensation
  levels                                            5.50%          4.50%            4.50%          4.75%
Expected long-term rate
  of return on assets                               8.50%          8.50%            8.50%          8.66%
</TABLE> 

                                     F-17
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9.   Pension plans (Continued)

The following table sets forth the funded status of the Plans:
<TABLE> 
<CAPTION> 
                                                     1995         1996
                                                    -------      -------
<S>                                                 <C>          <C> 
           Vested benefits                          $35,189      $35,027
           Nonvested benefits                         1,916        2,289
                                                     ------       ------

           Accumulated benefit obligation            37,105       37,316
           Effect of projected future compensation    2,216        2,466
                                                     ------       ------

           Projected benefit obligation              39,321       39,782
           Fair value of Plan assets                 30,816       32,847
                                                     ------       ------
           Projected benefit obligation in excess
              of plan assets                         (8,505)      (6,935)
           Unrecognized prior service cost                -          485
           Unrecognized net gain                     (1,056)      (2,778)
                                                     ------       ------
           Net pension obligation recognized in 
              the balance sheet                     $(9,561)     $(9,228)
                                                     ======       ======
</TABLE> 

Certain of the Company's hourly and salaried employees participate in defined
contribution plans to which they contribute each month and which may be matched
in part by the Company in accordance with plan provisions and terms established
in various collective bargaining agreements. Company contributions related to
these plans were approximately $704 for the year ended December 31, 1994, $721
and $177 for the nine and one-half months ended October 16, 1995 and the two and
one-half months ended December 31, 1995, respectively, and $903 for the year
ended December 31, 1996.

10.  Postretirement Benefits Other Than Pensions

The Company provides health care and life insurance benefits for certain
eligible active and retired employees, and accrues the estimated costs for such
benefits during the years that the employees have rendered their services to the
Company.

The postretirement health and life benefits are fully paid by the Company after
certain minimum deductibles have been met. The obligation is unfunded. The
Company's annual health obligation is capped at $4 per employee under age 65 and
$2 per employee age 65 and over.

The following table sets forth the Company's postretirement benefits other than
pensions:
<TABLE> 
                                                     1995         1996
                                                    -------      -------
<S>                                                 <C>          <C> 
Accumulated postretirement benefit obligation:
    Retirees                                        $18,665      $16,892
    Active                                           14,930       13,003
                                                     ------       ------
                                                     33,595       29,895
Unrecognized net gain                                     -        4,439
                                                     ------       ------

Accumulated postretirement benefit        
    obligation                                       33,595       34,334
    Less current portion                              1,850        2,302
                                                     ------       ------

                                                    $31,745      $32,032
                                                     ======       ======
</TABLE> 

                                     F-18
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

10. Postretirement Benefits Other Than Pensions (Continued)

Net periodic postretirement benefit costs include the following components:

<TABLE> 
<CAPTION> 
<S>                                    <C>             <C>                      <C>                <C> 
                                                Predecessor                                 Company
                                       -----------------------------            --------------------------------

                                           Year        9-1/2 Months             2-1/2 Months           Year
                                          Ended           Ended                     Ended              Ended
                                       Dec. 31, 1994   Oct. 16, 1995            Dec. 31, 1995      Dec. 31, 1996
                                       ------------    -------------            -------------      -------------

Service costs                          $       597     $       409              $        131       $         632
Interest costs                               2,395           1,972                       509               2,400
Net amortization                              (691)           (664)                      -                   (58)
                                       -----------     -----------              ------------       -------------

                                       $     2,301     $     1,717              $        640       $       2,974
                                       ===========     ===========              ============       =============

</TABLE> 
For measurement purposes, an 8% annual rate of increase of covered health care
benefits was assumed for 1996. The rate was assumed to decline gradually to 5%
by 1999. The health care cost trend rate assumption has a significant effect on
the amounts reported. If the assumed health care cost trend rate was increased
by one percentage point the accumulated postretirement benefit obligation would
increase by $2,670 and the aggregate of the service and interest cost components
of net periodic postretirement benefit cost would increase by $282.

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation was 7.75% in 1996, 7.5% in 1995 and 8.5% in
1994.

11. Contingent Liabilities

The Company and its subsidiaries are involved in various suits and claims in the
normal course of business. In the opinion of management, after consultation with
counsel, the ultimate liabilities and losses, if any, that may result from such
suits and claims will not have a material effect on the financial position, and
results of operations or liquidity of the Company.

The Company is subject to federal, state and local environmental laws which
regulate air and water emissions and discharges; the generation, storage,
treatment, transportation and disposal of solid and hazardous waste; and, the
release of hazardous substances, pollutants and contaminants into the
environment. In addition, in some circumstances, the Company is responsible for
the environmental condition of the property prior to transfer or sale to the
Company. The Company is involved in various environmental remediation activities
resulting from past operations, including designation as a potentially
responsible party, with others, at various EPA designated Superfund sites. In
developing its estimate of environmental remediation costs, the Company
considers, among other things, currently available technological solutions,
alternative cleanup methods and risk-based assessments of the contamination, and
estimates developed by independent environmental consultants. The Company does
not maintain insurance coverage for environmental matters and does not
anticipate recoveries from other potentially responsible third parties.

Amounts have been recorded which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements. At
December 31, 1996, approximately $2 million for estimated environmental
remediation costs was accrued of which $938 relates to estimated costs to remove
underground storage tanks; substantially all of this amount is included in long-
term liabilities. Expenditures relating to costs currently accrued are expected
to be made over the next 5 to 10 years. As a result of factors such as the
continuing evolution of environmental laws and regulatory requirements, the
availability and application of technology, the identification of presently
unknown remediation sites, estimated costs for future environmental compliance
and remediation are necessarily imprecise, and it is not possible to predict the
amount or timing of future costs of environmental remediation requirements which
may subsequently be determined. Based upon information presently available, such
future costs are not expected to have a material adverse effect on the Company's
competitive or financial position or its

                                     F-19
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

11. Contingent Liabilities (Continued)

ongoing results of operations. However, such costs could be material to results
of operations in a future period.

12. Commitments

The Company is obligated under lease agreements, principally relating to the
rental of warehouse facilities and transportation equipment. Future minimum
rental payments required under operating leases for the years ended December 31,
are as follows:

                                  1997          $   2,332
                                  1998              1,832
                                  1999              1,633
                                  2000                946
                                  2001                806
                                  Thereafter           93


Rental expense for all operating leases was approximately $1,477 for the year
ended December 31, 1994, $2,098 and $549 for the nine and one-half months ended
October 16, 1995, and the two and one-half months ended December 31, 1995,
respectively, and $2,826 for the year ended December 31, 1996.

13. Unusual Item

The Predecessor agreed to settle for $620 a claim by a prior owner over
responsibility for insurance claims for incidents occurring prior to the date of
the purchase of the Predecessor in 1990.

14. Related-Party Transactions

The majority owner of the Predecessor provided Management consulting services to
the Predecessor for Management fees of $250 and $418 for the year ended December
31, 1994, and the nine and one-half months ended October 16, 1995, respectively,
plus reimbursement for out-of-pocket expenses. The Predecessor also paid its
majority owner $1.25 million for investment banking services related to two
acquisitions in 1994. A former owner of the Predecessor provided management
consulting services for a fee of $125 in 1994.

The Company receives substantial ongoing financial and management services from
American Industrial Partners (AIP), an affiliate of the majority owners of the
Company's stockholder. Management and consulting fees to AIP were $180 and $850
for the two and one-half month period and the year ended December 31, 1995 and
1996, respectively, plus reimbursement for out-of-pocket expenses. In 1995, the
Company paid a fee of $2,000 to AIP and reimbursed out-of-pocket expenses for
investment banking services provided by AIP in connection with the Acquisition.
Additionally, in 1996, the Company paid a fee of $400 to AIP and reimbursed out-
of-pocket expenses for investment banking services provided by AIP in connection
with the Ensolite Acquisition.

The Company paid a member of the Board of Directors a fee of $150 in 1996.

15.  Fourth-Quarter Adjustments

Beginning in the last half of 1995 and continuing into 1996, the Bedford,
Virginia operations of Rubatex Corporation experienced decreased sales and
operating profits as the result of quality and service problems at the plant.
Although the Company has undertaken a number of manufacturing and service
improvement initiatives, it is presently anticipated that the cash flows
generated by the Bedford operations will be lower

                                      F-20
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

15. Fourth-Quarter Adjustments (Continued)

than expected at the time of the Acquisition. In connection with the decline in
profitability and the resulting decrease in undiscounted expected future cash
flows, management reassessed the carrying value of the long-lived assets related
to the Bedford operations and determined that there was an impairment;
accordingly, a loss on impairment of $26,498 was recorded in the fourth quarter
of 1996 based on the excess of the carrying value of the Bedford long-lived
assets over its discounted expected future cash flows. The loss on impairment of
long-lived assets is comprised of the following:


                Goodwill                                $  18,760
                Customer lists                              6,898
                Workforce                                     774
                Property, plant and equipment                  66   
                                                        ---------
                                                        $  26,498
                                                        =========


The Company also recorded additional fourth-quarter charges of $8.7 million in
the aggregate.  Such charges include $4.9 million related to a reassessment of
inventory carrying values in light of: (i) low inventory turnover; (ii) the
costs carried in inventory related to the higher manufacturing cost structures
in place prior to full implementation of cost reductions; and (iii) how
inventory levels are being maintained to service various markets.  The remaining
charges are composed of $2.5 million for liabilities incurred in connection with
severance and certain other personnel related costs, $0.8 million related to the
reassessment of the future value of on-going capital projects and $0.5 million
for other items.

16. SUPPLEMENTAL CASH FLOW INFORMATION

Payments for interest and income taxes are as follows:
<TABLE> 
<CAPTION> 

                         Prodecessor                         Company
             -----------------------------      --------------------------------
                 Year         9-1/2 Months      2-1/2 Months           Year
                 Ended           Ended              Ended              Ended
             Dec. 31, 1994   Oct. 16, 1995      Dec. 31, 1995      Dec. 31, 1996
             -------------   -------------      --------------     -------------
<S>          <C>              <C>               <C>                <C>
Interest       $ 3,194         $ 6,686             $  192            $ 18,138
Income taxes     1,466           3,189                149                 875
</TABLE>

    
In connection with the Acquisition, RBX Group made a capital contribution to the
Company of $43,895, of which $3,895 was noncash, and in connection with the
Ensolite Acquisition, RBX Group made a capital contribution to the Company of
$15,000, of which $5,000 was noncash.

                                      F-21
<PAGE>
 
                                RBX CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

17.  Stockholders' Equity and Stock Option Plan of the Predecessor

Changes in consolidated stockholders' equity of the Predecessor for the year 
ended December 31, 1994, are as follows:
<TABLE> 
<CAPTION> 
                                                                               Additional                            Total
                                                     Common Stock               Paid-In             Retained     Stockholders'
                                             -----------------------------      Capital    Other    Earnings         Equity
                                             Class A    Class B    Class C      -------    -----    --------         ------
                                             -------    -------    -------
<S>                                           <C>        <C>       <C>          <C>         <C>     <C>          <C>
Balance at December 31, 1993...............       $4         $0         $1      $38,899    $(854)   $(11,223)       $26,827

  385 shares sold at $130 per share........                                          50                                  50
  Minimum pension liability adjustment.....                                                  854                        854
  Net income...............................                                                            5,652          5,652
                                             -------    -------    -------      -------    -----    --------        -------
Balance at December 31,1994................       $4         $0         $1      $38,949    $   0    $ (5,571)       $33,383
                                             =======    =======    =======      =======    =====    ========        =======
</TABLE>

The Predecessor had a non-qualified stock option plan which provided that
options for a maximum of 89,857 shares of Class A common stock could be granted
to directors and key employees of the Predecessor.  Such options could be
granted over a period not to exceed 10 years at a price of not less than $100
per share.  Options became exercisable over a three year period from the date of
the grant provided, however, that in the event of a change of control
unexercised options would become fully vested.  A summary of plan transactions
for 1994 follows:

<TABLE>
<CAPTION>
                                                                      Number of
                                                                       Shares
                                                                      ---------
<S>                                                                   <C>
Outstanding, January 1 at $100 to $130 per share..................     57,192

  Granted at $110 at $130 per share...............................     16,000
  Expired at $100.................................................       (828)
  Exercised at $100...............................................          -
                                                                      ---------
Outstanding, December 31 at $100 to $130 per share................     72,364
                                                                      =========
</TABLE>

At December 31, 1994, options for 35,929 shares were exercisable and 17,493
shares were reserved for future options.

                                     F-22