<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
REGISTRATION NO. 333-14187
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MICHIGAN 3544
(State or other jurisdiction of (Primary Standard Industrial 38-2828870
incorporation or organization) Classification Code Number) (I.R.S. Employer Identification No.)
</TABLE>
------------------------
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
KENNETH K. RIETH, PRESIDENT
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
agent for service)
------------------------
Copies to:
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STUART F. CHENEY, ESQ. ALAN I. ANNEX, ESQ.
Dickinson, Wright, Moon, Van Dusen & Freeman Camhy Karlinsky & Stein LLP
200 Ottawa Avenue, N.W., Suite 900 1740 Broadway, Sixteenth Floor
Grand Rapids, MI 49503 New York, NY 10019
(616) 458-1300 (212) 977-6600
</TABLE>
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC: MARCH 4, 1997
------------------------
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered hereby, other than underwriting discounts and
commissions.
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ITEM
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Securities and Exchange Commission Registration Fee......... $ 3,387
National Association of Securities Dealers, Inc. Filing
Fee....................................................... 11,325
Printing Expenses........................................... 130,000
Transfer Agent and Registrar Fees........................... 3,500
Accounting Fees and Expenses................................ 90,000
Legal Fees and Expenses (not including Blue Sky)............ 125,000
Blue Sky Fees and Expenses.................................. 14,125
Miscellaneous Expenses...................................... 50,000
--------
Total.................................................. $427,337
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 through 571 of Michigan Business Corporation Act ("MBCA") set
forth the conditions and limitations governing the indemnification of officers,
directors and other persons. In this regard, the MBCA provides for
indemnification of directors and officers acting in good faith and in a manner
they reasonably believe to be in, or not opposed to, the best interest of the
Company or its shareholders (and, with respect to a criminal proceeding, if they
have no reasonable cause to believe their conduct to be unlawful). Such
indemnification may be made against (a) expenses (including attorney's fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding (other than an action by, or in the right of, the
Company) arising by reason of the fact that they were serving as a director,
officer, employee or agent of the Company (or some other entity at the Company's
request), and (b) expenses (including attorney's fees) and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or suit by, or in the right of, the Company, unless
the director or officer is found liable to the Company and an appropriate court
does not determine that he or she is nevertheless fairly and reasonably entitled
to indemnification. The MBCA requires indemnification for expenses to the extent
that a director or officer is successful in defending against any such action,
suit or proceeding, and otherwise requires in general that the indemnification
provided for in (a) and (b) above be made only on a determination by a majority
vote of a quorum of the Board of Directors comprised of members who were not
parties to or threatened to be made parties to such action. In certain
circumstances, the MBCA further permits advances to cover such expenses before a
final determination that indemnification is permissible, upon receipt of (i) a
written affirmation by the director or officer of his or her good faith belief
that he or she has met the applicable standard of conduct set forth in the MBCA,
and (ii) a written undertaking by or on behalf of the director or officer to
repay such amounts unless it shall ultimately be determined that he or she is
entitled to indemnification and a determination that the facts then known to
those making the advance would not preclude indemnification.
References made to Article IX of the Registrant's Articles of
Incorporation, a copy of which is filed as Exhibit 3(a), and to Article VI of
the Registrant's Bylaws, a copy of which is filed as Exhibit 3(b), which provide
for indemnification of directors and officers of the Registrant and authorize
the Board to extend such indemnity to others to the full extent permitted by the
aforesaid Sections of the Michigan Business Corporation Act.
II-1
<PAGE> 3
Section 9 of Article VI of the Bylaws also authorizes the Registrant to
purchase and maintain insurance on behalf of any officer, director, employee or
agent of the Company against any liability asserted against or incurred by them
in such capacity or arising out of their status as such whether or not
Registrant would have the power to indemnify such officer, director, employee or
agent of the Company against any liability under the provisions of such Article
or Michigan law.
Reference is made to Section of the Underwriting Agreement, a copy of which
is filed as part of Exhibit 1 to the Registration Statement, for information
concerning indemnification arrangements among the Registrant and the
Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
No securities of the Registrant have been issued or sold by the Registrant
within the past three years.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits are filed herewith and made a part hereof:
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF DOCUMENT
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<C> <S>
1 Underwriting Agreement.
3(a) Amended and Restated Articles of Incorporation of the
Registrant.
3(b) Bylaws of the Registrant.
4(a) Specimen Common Stock of Registrant.
4(b) Representative's Warrant Agreement, including form of
Warrant.
5 Opinion and consent of Dickinson, Wright, Moon, Van Dusen &
Freeman as to the legality of the Common Stock being
Registered.
*9 Shareholder Agreement (previously filed) and related Stock
Option Agreement between Riviera Holding Company and Motor
Wheel Corporation.
10(a) 1996 Incentive Stock Option Plan of Registrant.
10(b) Employment Agreement of Kenneth K. Rieth.
10(c) Promissory Note dated March 31, 1994 between Registrant and
Heller Financial, Inc. covering various manufacturing
machinery and equipment.
10(d) Promissory Note dated April 1, 1994 between Registrant and
Banc One Equipment Finance, Inc. covering various
manufacturing machinery and equipment.
10(e) Lease Agreement dated November 1, 1988 between Registrant
and Greenbrook Limited Partners/Riviera regarding industrial
facilities at 5460 Executive Parkway SE, Grand Rapids,
Michigan.
10(f) Commitment from LaSalle National Bank.
10(g) NBD Bank Credit Agreement
10(h) Assignment of Stock Option between Riviera Holding Company
and Registrant.
23(a) Consent of Plante & Moran LLP (contained at page S-1 of this
Registration Statement).
23(b) Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in the opinion of such firm filed as Exhibit 5
hereto).
24(a) Power of Attorney (contained on Page II-5, the signature
page)
24(b) Consent of Director Nominees
27 Financial Data Schedule
</TABLE>
- -------------------------
* Filed herewith.
II-2
<PAGE> 4
(b) Financial Statement Schedules
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V -- Property, Plant and Equipment.
Accumulated Depreciation, Depletion and Amortization of
VI -- Property, Plant and
Equipment.
IX -- Short-term Borrowings.
X -- Supplementary Income Statement Information.
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the Michigan Business
Corporation Act and the documents referred to in Item 14 or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) That, for determining liability under the Securities Act, treat
each as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3) To file a post-effective amendment to remove from registration any
of the securities being registered which remain unsold at the end of the
offering.
(4) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.
(5) That for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.
(6) That for purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
<PAGE> 5
(7) That insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant, pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
(8) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required
by the underwriter to permit prompt delivery to each purchaser.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or Amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan on the 6th day of June, 1997.
RIVIERA TOOL COMPANY
By: /s/ KENNETH K. RIETH
------------------------------------
Kenneth K. Rieth, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated on the 6th day of June, 1997.
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SIGNATURE TITLE
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<C> <S>
/s/ KENNETH K. RIETH President (Principal Executive Officer),
- --------------------------------------------- Shareholder and Director
Kenneth K. Rieth
/s/ PETER C. CANEPA Secretary, Treasurer, and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer and
Peter C. Canepa Principal Accounting Officer)
/s/ LEONARD H. WOOD* Vice President-General Manager and Director
- ---------------------------------------------
Leonard H. Wood
/s/ JOHN C. KENNEDY* Director
- ---------------------------------------------
John C. Kennedy
Director
- ---------------------------------------------
John H. Kinstler
Director
- ---------------------------------------------
Thomas R. Collins
*By /s/ PETER C. CANEPA
- ---------------------------------------------
Peter C. Canepa, Attorney-in-Fact
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
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<CAPTION>
EXHIBITS DESCRIPTION OF DOCUMENT
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<S> <C>
1 Underwriting Agreement.
3(a) Amended and Restated Articles of Incorporation of the
Registrant.
3(b) Bylaws of the Registrant.
4(a) Specimen Common Stock of Registrant.
4(b) Representative's Warrant Agreement, including form of
Warrant.
5 Opinion and consent of Dickinson, Wright, Moon, Van Dusen &
Freeman as to the legality of the Common Stock being
Registered.
*9 Shareholder Agreement (previously filed) and related Stock
Option Agreement between Riviera Holding Company and Motor
Wheel Corporation.
10(a) 1996 Incentive Stock Option Plan of Registrant.
10(b) Employment Agreement of Kenneth K. Rieth.
10(c) Promissory Note dated March 31, 1994 between Registrant and
Heller Financial, Inc. covering various manufacturing
machinery and equipment.
10(d) Promissory Note dated April 1, 1994 between Registrant and
Banc One Equipment Finance, Inc. covering various
manufacturing machinery and equipment.
10(e) Lease Agreement dated November 1, 1988 between Registrant
and Greenbrook Limited Partners/Riviera regarding industrial
facilities at 5460 Executive Parkway SE, Grand Rapids,
Michigan.
10(f) Commitment from LaSalle National Bank.
10(g) NBD Bank Credit Agreement
10(h) Assignment of Stock Option between Riviera Holding Company
and Registrant.
23(a) Consent of Plante & Moran LLP (contained at page S-1 of this
Registration Statement).
23(b) Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in the opinion of such firm filed as Exhibit 5
hereto).
24(a) Power of Attorney (contained on Page II-5, the signature
page)
24(b) Consent of Director Nominees
27 Financial Data Schedule
</TABLE>
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* Filed herewith.
<PAGE> 1
EXHIBIT 9
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is entered into as of the
31st day of October, 1996, by and between RIVIERA HOLDING COMPANY, a Michigan
corporation, having its principal office at 5460 Executive Parkway, S.E., Grand
Rapids, Michigan ("Riviera Holding") and MOTOR WHEEL CORPORATION, an Ohio
corporation, having its principal office at 38481 Huron River Drive, Romulus,
Michigan ("Motor Wheel").
WHEREAS the parties have entered into a Shareholders Agreement of even
date with respect to their stock in Riviera Tool Company ("Riviera"), a
Michigan corporation; and
WHEREAS, this Stock Option Agreement is required to be executed in
connection therewith.
NOW, THEREFORE, in consideration of the premises and terms and
conditions hereof, the parties agree as follows:
1. MOTOR WHEEL OPTION. Motor Wheel hereby grants to Riviera
Holding an option to purchase all shares of the capital stock of Riviera held
by Motor Wheel from time to time.
2. EXERCISE. This option shall be exercisable by the delivery to
Motor Wheel of a notice of exercise by Riviera Holding. Such exercise, to be
effective, must be signed by Riviera in its corporate capacity and consented to
in writing by Kenneth K. Rieth and Peter C. Canepa, both Michigan residents,
or the survivor, in their individual capacity. The signatures of Messrs. Rieth
and Canepa shall be guarantied by counsel to Riviera and such guarantied
signatures shall be conclusive evidence of the required consent.
3. EXPIRATION. The option granted under Paragraph 1 above shall
expire at 5:00 p.m. Eastern time on the first anniversary of the date hereof.
<PAGE> 2
4. PRICE. The purchase price of the stock being purchased
pursuant to this option shall be U.S. $3,000,000.00 payable 30 days after
delivery of certificates required by Paragraph 9 below.
5. OTHER SALES. Prior to the expiration of this option and
except as provided in Paragraph 4.4 of a Shareholders Agreement of even date
among Riviera Holding, Motor Wheel and Riviera, Motor Wheel may not assign,
sell, transfer or otherwise dispose of the stock subject to this Agreement or
any interest therein.
6. REPRESENTATIONS AND WARRANTIES OF RIVIERA HOLDING. Riviera
Holding covenants, represents and warrants to Motor Wheel as follows:
a. Riviera Holding is, and will remain during the term
of this Agreement, a corporation duly organized and
validly existing and in good standing under the laws
of the state of its incorporation (currently
Michigan);
b. Riviera Holding has the full corporate power,
authority, and legal right to execute and perform
this Agreement, which will be a valid and binding
obligation enforceable against Riviera Holding in
accordance with its terms;
c. The execution and delivery of this Agreement and the
consummation by Riviera Holding of the transactions
contemplated hereby will comply with its Articles of
Incorporation and all applicable laws and will not
conflict with or result in the breach of any of the
unwaived terms or conditions of or constitute a
default under any agreement, license or other
instrument to which Riviera Holding is a party or by
which it is bound or constitute a default thereunder;
d. Riviera Holding understands that this option and the
shares of stock to be purchased and sold pursuant
hereto are transferred pursuant to various exemptions
to registration contained in federal and state
securities laws, will be
2
<PAGE> 3
restricted securities not generally marketable and
represents that it is purchasing such securities as
an investment with an intent to hold its securities
for an indefinite period, has had adequate
opportunity to review the investment and asked
questions with respect thereto, understands the
business in which Riviera is engaged, is capable of
evaluating the risks and suitability of this
investment and bearing the economic risk thereof;
e. Riviera Holding has consulted with its legal and
accounting advisors with respect to this Option
Agreement and prior to making the representations
contained herein; and
f. Riviera Holding has authorized shares of capital
stock as 100 shares of Class A common stock, 22,530
of Class B common stock and 2,737 of 8% preferred
stock, $10.00 par value, of which 100 shares of Class
A common stock are issued and outstanding fully paid
and nonassessable in the name of Kenneth K. Rieth and
shall not permit the issued and outstanding shares of
capital stock of Riviera Holding to change during the
term of this Agreement.
7. REPRESENTATIONS AND WARRANTIES OF MOTOR WHEEL. Motor Wheel
covenants, represents, and warrants to Riviera Holding as follows:
a. Motor Wheel is, and will remain during the term of
this Agreement, a corporation duly organized and
validly existing and in good standing under the laws
of the state of its incorporation (currently Ohio);
b. Motor Wheel has the full corporate power, authority,
and legal right to execute and perform this
Agreement, which will be a valid and binding
obligation enforceable against Motor Wheel in
accordance with its terms;
c. The execution and delivery of this Agreement, and the
consummation by Motor Wheel of the transactions
contemplated hereby, will comply with its Articles of
Incorporation and Code of Regulations and all
applicable laws and will not conflict with or result
in the breach of any of the unwaived terms or
conditions of, or constitute a default under, any
agreement, license or other instrument to
3
<PAGE> 4
which Motor Wheel is a party or by which it is bound,
or constitute a default thereunder;
d. Motor Wheel owns one (1) share of Class A common
stock of Riviera which in connection with the
Shareholders Agreement and this Option Agreement is
being converted into 730,000 shares of common stock
of Riviera and it is the intent of this Agreement
that this Agreement apply to all shares that may be
issued in connection with or with respect thereto or
by recapitalization, merger or otherwise;
e. There are no outstanding subscriptions, options,
warrants, calls, commitments, pledges or other
arrangements to which Motor Wheel is a party or by
which it is bound relating to the capital stock of
Riviera owned by Motor Wheel; and
f. Motor Wheel has consulted with its legal and
accounting advisors with respect to this Option
Agreement and prior to making the representations
contained herein.
8. Closing. Closing of the exercise of this option shall occur
on the twenty-second business day after the exercise of the option pursuant to
Paragraph 2 or at such other date and time as the parties may agree upon. At
the closing Motor Wheel shall deliver certificates for the shares being
purchased hereunder, duly endorsed in blank or accompanied by stock powers
endorsed in blank conveying to Riviera Holding or its assignee all right, title
and interest in the shares being purchased, free and clear of all liens,
encumbrances and claims whatsoever. Riviera Holding shall deliver to Motor
Wheel a promissory note in the amount of the purchase price pursuant to
Paragraph 4 above, in the form of Exhibit A hereto, together with a pledge of
50% of the capital stock of Riviera Holding in the form of Exhibit B hereto as
collateral security for the rights of the Holder pursuant to such note.
4
<PAGE> 5
9. MISCELLANEOUS.
9.1. The parties recognize and agree that the shares of
Riviera are unique in that they are closely held and cannot be purchased on the
open market in the quantity provided here. Therefore, it is agreed that
damages for non-performance of any obligation herein would be an inadequate
remedy and that the covenants and agreements herein set forth are specifically
enforceable.
9.2. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan, including the conflicts of
law provisions thereof.
9.3. Every notice or communication required or permitted
hereunder shall be validly made or given if in writing and personally delivered
to the party to whom directed, or mailed, registered or certified or delivered
by independent contract courier to the address set out below or such other
address as shall be provided by such party pursuant to this notice provision.
If to Riviera Holding:
Kenneth K. Rieth
5460 Executive Parkway, S.E.
Grand Rapids, MI 49512
If to Motor Wheel:
Motor Wheel Corporation
38481 Huron River Drive
Romulus, MI 48174
Attn: Vice President - General Counsel
9.4 No modification of this Agreement shall be binding
upon a party unless in writing and signed by the parties to be charged.
5
<PAGE> 6
9.5 All terms, covenants, representations, warranties and
conditions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their successors, heirs, and
assigns. Riviera Holding may assign its rights under this option to any party.
Except as provided in Paragraph 4.4 of the Shareholders Agreement of even date
between Riviera Holding, Motor Wheel and Riviera, Motor Wheel may not assign
its stock in Riviera or its rights or obligations hereunder to any party.
9.6 The paragraph headings used herein are for
convenience only and shall not be construed to modify, supplement or otherwise
affect the terms hereof. The use of words in the singular shall be interpreted
to be in the plural when appropriate and vice versa. The use of the terms of
the masculine gender shall be interpreted to include the feminine gender, when
appropriate.
WHEREFORE, the undersigned have executed this Agreement as of the day,
month and year first above written.
RIVIERA HOLDING COMPANY
By: /s/ Kenneth K. Rieth, President
---------------------------------
Kenneth K. Rieth, President
MOTOR WHEEL CORPORATION
By: /s/ Daniel M. Sandberg
---------------------------------
Daniel M. Sandberg, V.P.
6
<PAGE> 7
EXHIBIT A
TIME NOTE
$3,000,000.00 Grand Rapids,
Michigan _______________, 199_
Riviera Holding Company ("Company"), hereby promises to pay to Motor
Wheel Corporation ("Holder") at 38481 Huron River Drive, Romulus, Mich., the
principal sum of Three Million Dollars ($3,000,000.00) pursuant to that certain
Stock Option Agreement dated __________,199_ between Company and Holder (the
"Agreement").
No interest is payable on any amount due hereunder. Principal is
payable on the 30th day after the date hereof in full.
Company may prepay this Note in whole or in part without penalty at
any time.
In the event of default in payment hereof, as its complete and sole
remedies for such default, Holder shall have this note paid by way of (i) first
return of the shares of capital stock of Riviera Tool Company purchased with
this note (the "MWC Shares"), if then still in existence or (ii) if the MWC
Shares are not then in existence, issuance from Company of a number of shares
of capital stock which, upon their issuance would represent fifty percent (50%)
of all the equity and voting stock of Company then outstanding. Company
represents that it has 100 shares of Class A Common stock issued and
outstanding at this date and there are no options, calls, warrants or other
securities or rights outstanding which are convertible into, exercisable for or
relate to the capital stock of the Company.
The rights of the Holder hereunder are secured by a pledge of capital
stock of the undersigned of even date, which pledge secures no other
obligations of any person and terminates and expires completely upon payment of
the sum due hereunder.
The holder and maker hereof are entitled to all the benefits provided
in the Agreement to which reference is hereby made for a statement of the terms
and conditions by which the loan evidenced hereby was made or its maturity
accelerated.
RIVIERA HOLDING COMANY
By:
---------------------------------
Kenneth K. Rieth, President
<PAGE> 8
STOCK PLEDGE AGREEMENT EXHIBIT B
THIS AGREEMENT is made and granted as of the _____ day of ____________,
19__, by and between Motor Wheel Corporation ("MWC"), Riviera Holding Company
and Kenneth K. Rieth (collectively the "Debtor").
W I T N E S S E T H
1. Collateral and Obligation. For valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Debtor grants to MWC a security
interest in Fifty Percent (50%) of all of the capital stock of Riviera Holding
Company, a Michigan corporation, and all proceeds of and other rights in
connection with such stock (such proceeds and other rights, together with the
capital stock, is hereinafter called the "Pledged Stock"). The security
interest hereby granted secures the repayment of that certain Time Note (the
"Time Note") dated ___________ __, 19__ in the event the second remedy provided
therein is applicable (the "Obligation"). Debtor, jointly and severally,
hereby represents and warrants that the Pledged Stock constitutes 50% of the
outstanding shares of common stock in Riviera Holding Company and that there
are no other preferred, common, or other classes or other types of equity
issued and outstanding in Riviera Holding Company. In the event that
additional shares of stock in Riviera Holding Company are issued for any reason
after the date of this Agreement, Debtor hereby covenants to deliver sufficient
shares of such stock to MWC as additional collateral under this Agreement so as
to ensure that MWC holds 50% of the total equity outstanding in and of Riviera
Holding Company.
2. Warranty of Title. Debtor, jointly and severally, represents and
warrants that Kenneth K. Rieth is the owner of the Pledged Stock free from all
liens, encumbrances, or security interests (except MWC's security interest),
with complete authority to pledge such Pledged Stock to MWC.
3. Preservation of Collateral. MWC is not required to insure or take any
steps to collect or realize upon the Pledged Stock or any distribution of
principal. Except as arise from MWC, Debtor will keep the Pledged Stock free
from all liens, encumbrances and security interests; pay and discharge when
due, all taxes, levies and other charges upon it; defend it against all claims
and legal proceedings by persons other than MWC and/or preserve rights with
respect to the Pledged Stock against prior parties. Loss of or damage to the
Pledged Stock will not release the Obligation. Debtor will deliver to MWC all
notices, statements or other communications received by Debtor as an owner or
holder of the Pledged Stock.
4. Maintenance of Security Interest. Debtor will pay all expenses and,
upon request, take any action reasonably deemed advisable by MWC to preserve
the Pledged Stock or to establish, determine priority of, perfect, continue
perfected, terminate and/or enforce MWC's interest therein or rights under this
Agreement.
5. Acts Not Affecting Obligation. None of the following will affect the
liabilities of Debtor under this Agreement, or the Obligation, or the rights of
MWC with respect to the Pledged Stock: (a) acceptance or retention by MWC of
other property or interests as security for
<PAGE> 9
the Obligation, or for the liability of any person, for the Obligation; (b) the
release of all or any of the Pledged Stock or other security for the
Obligation; (c) any release, extension, renewal, modification or compromise of
the Obligation or the liability of any obligor thereon; (d) failure by MWC to
resort to other security or any other liable for the Obligation before
resorting to the Pledged Stock; (e) any increase in the amount of the
Obligation secured hereunder, for any reason whatsoever; and (f) any exercise
of, or failure to exercise, any remedy or taking or failing to take any action
with respect thereto described in Section 7.
6. Events of Default. The occurrence of any one or more of the
following will be deemed an Event of Default.
(a) Nonperformance. If Debtor fails to pay when due any of the
Obligation and to return the stock sold in consideration of the Time Note
on the due date of the Time Note, or to perform, or rectify breach of,
any warranty or other undertaking in this Agreement or in any evidence
of, or documents or agreements relating to, the Obligation.
(b) Insolvency. Either of the Debtor is the subject of bankruptcy
or insolvency proceedings or any proceedings for reorganization or
rehabilitation of debts.
(c) Misrepresentation. If any representation or warranty hereunder
is false in any material respect when made.
7. Remedies. Upon the occurrence of an Event of Default, MWC shall
immediately become the lawful and unqualified owner of the Pledged Stock and
shall have all rights and remedies for default provided under the Time Note.
MWC may permit Debtor or any endorser, guarantor or surety upon the Obligation
to remedy any default without waiving the default so remedied, and MWC may
waive any default without waiving any other subsequent or prior default by
Debtor or any other person.
8. Possession of Pledged Stock. All of the Pledged Stock to be held by
MWC hereunder shall be held by the Detroit office of the law firm of Dickinson,
Wright, Moon, Van Dusen & Freeman as agent for MWC, but not as agent for any
creditor, secured or otherwise of MWC, and shall be released upon (a) the joint
written direction of MWC and Debtor, (b) ten (10) business days after an Event
of Default certified as true and correct in writing by MWC and its parent
corporation Hayes Wheels International, Inc., has been delivered to Debtor and
said agent then at the direction of MWC, or (c) ten (10) business days after
the payment of the Obligation in full has been certified in writing as having
been accomplished by Debtor, has been delivered to MWC and said agent then at
the direction of Debtor, or (d) pursuant to an order of court of competent
jurisdiction which order has become final, is not on appeal, and is
unappealable thereafter. Delivery to the agent shall be accomplished by
delivery to its Executive Partner.
9. Shareholders Agreement. In the event that MWC effects the second
alternate remedy under the Time Note and becomes the owner of the
Pledged Stock, such stock shall become
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<PAGE> 10
subject to all the terms and conditions of that certain Shareholders Agreement
dated October __, 1996 between Riviera Holding and MWC. MWC and Kenneth K.
Rieth hereby agree to amend and restate such agreement so as to substitute
Kenneth K. Rieth for Riviera Holding Company as a party to such agreement and
to have the agreement refer to shares of stock of Riviera Holding Company as
opposed to shares of stock of Riviera Tool Company, and to otherwise be
identical to and contain all the terms and conditions of such agreement.
10. Costs of Enforcement. In the event that either of Debtor or MWC
brings an action to enforce its rights hereunder and is successful in such
action, then the costs of such enforcement action including reasonable
attorneys' fees and court costs shall be paid by the unsuccessful party in such
action.
11. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
12. Interpretation. The validity, construction and enforcement of this
Agreement are governed by the internal laws of Michigan. All terms not
otherwise defined have the meanings assigned to them by the Michigan Uniform
Commercial Code. Invalidity of any provision of this Agreement will not affect
the validity of any other provision.
13. Persons Bound. This Agreement benefits MWC, its successors and
assigns, and binds Debtor, and their respective heirs, personal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Stock Pledge Agreement on the date first above written.
WITNESSES: MOTOR WHEEL CORPORATION
____________________________ By:_________________________________
____________________________
RIVIERA HOLDING COMPANY
____________________________ By:_________________________________
Kenneth K. Rieth, President
____________________________ ____________________________________
Kenneth K. Rieth
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