<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RIVIERA TOOL COMPANY
- - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- - --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
RIVIERA TOOL COMPANY LOGO
RIVIERA TOOL COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 17, 1997
To the Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Riviera Tool Company (the "Company") to be held on Wednesday, December 17, 1997
at 3:00 p.m., Eastern Standard Time at Rembrandt's at Bridgewater, 333 Bridge
Street, N.W., Grand Rapids, Michigan 49504, for the following purposes:
(1) To elect two Directors to serve until the Annual Meeting of
Shareholders in 2000.
(2) To approve the Company's 1996 Stock Option Plan, as amended.
(3) To consider such other business as may properly come before the
meeting.
Only shareholders of record on the close of business on October 20, 1997
will be entitled to vote at the meeting or any adjournments thereof.
YOUR ATTENTION IS CALLED TO THE ATTACHED PROXY STATEMENT AND ACCOMPANYING
PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL
MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON. YOU ARE
THEREFORE URGED TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE
YOUR OWN SHARES.
A copy of the Annual Report of the Company for the fiscal year ended August
31, 1997 accompanies this Notice.
By Order of the Board of Directors,
PETER C. CANEPA, Secretary
Grand Rapids, Michigan
November 14, 1997
<PAGE> 3
[RIVIERA TOOL COMPANY LOGO]
RIVIERA TOOL COMPANY
5460 Executive Parkway SE
Grand Rapids, Michigan 49512
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1997
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Riviera Tool Company (the "Company") for use at the Annual Meeting of
Shareholders on Wednesday, December 17, 1997 at 3:00 p.m. and any adjournments
thereof, to be held at Rembrandt's at Bridgewater, 333 Bridge Street, N.W.,
Grand Rapids, Michigan. These proxy materials are first being mailed to
shareholders on or about November 14, 1997.
A Shareholder giving the enclosed proxy (or his authorized representative)
may revoke it any time before it is exercised by executing a subsequent proxy,
by written notice to the Company or by voting in person at the meeting,
otherwise the proxy will be voted as indicated by the signed proxy.
The Company will bear the cost of soliciting proxies, including charges and
expenses of brokerage firms and others for forwarding solicitation material to
beneficial owners of stock. In addition to mailings, proxies may be solicited by
personal interview, telephone or telegraph by certain of the Company's employees
without compensation. In addition, the Company has retained Corporate Investor
Communications, Inc. 111 Commerce Road, Carlstadt, New Jersey 07072-2586, to aid
in the solicitation of proxies from brokers, banks, other nominees and
institutional holders at a fee not to exceed $1,500 plus out-of-pocket expenses.
The Company will reimburse brokers or other nominees for their expenses in
forwarding proxy materials to principals.
A copy of the Company's 1997 Annual Report is enclosed.
STOCK OUTSTANDING, VOTING RIGHTS AND VOTES REQUIRED
Only Common Shareholders of record at the close of business on October 20,
1997 (the "record date") are entitled to notice of, and to vote at, the meeting
or an adjournment or adjournments thereof, each share having one vote. There are
no cumulative voting rights for the election of directors.
The Company had 1,755,000 shares of Common Stock, no Par Value (Common
Shares), outstanding on the record date. A majority of the Common Shares
entitled to vote constitutes a quorum.
2
<PAGE> 4
To the Company's knowledge, based on information filed with the Securities
and Exchange Commission (the "SEC"), or otherwise provided to the Company, as of
October 31, 1997, the following person(s) beneficially owned more than 5% of the
Company's Common Stock:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED
---------------------
NAME AND ADDRESS NUMBER PERCENT
---------------- ------ -------
<S> <C> <C>
Kenneth K. Rieth(1)......................................... 730,000(2) 41.59%
5460 Executive Parkway SE, Grand Rapids, MI 49512
NBD Bank.................................................... 125,000 7.1%
701 First National Building, Detroit, MI 48226
Heartland Advisor, Inc. .................................... 351,400(3) 18.02%
790 N. Milwaukee Street, Milwaukee, WI 53202
Wellington Management....................................... 308,333(4) 16.33%
75 State Street, Boston, MA 02109
Pioneer Management Corporation.............................. 200,000(5) 10.23%
60 State Street, Boston, MA 02109
Schaenan & Fox Capital Management, Inc. .................... 171,900 9.79%
200 Park Avenue, New York, NY 10166
Kennedy Capital Management, Inc. ........................... 178,108(6) 9.21%
10829 Olive Boulevard, St. Louis, MO 63141
Deltec Asset Management Corporation......................... 158,333(7) 8.28%
535 Madison Avenue, New York, NY 10022
William Harris Investors, Inc. ............................. 138,667(8) 7.41%
2 North LaSalle Street, Chicago, IL 60602
ROI Capital Management...................................... 100,000(9) 5.39%
17 E. Sir Francis Drake Boulevard, Larkspur, CA 94939
</TABLE>
- - -------------------------
(1) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and CEO
of Riviera Tool Company, owns the Common Stock of Riviera Holding Company.
(2) The shares owned by NBD Bank could be returned to Mr. Rieth pro rata
pursuant to a pledge of certain litigation and life insurance proceeds. See
"Certain Transactions with Executive Officers and Directors" herein.
(3) Includes 195,000 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
(4) Includes 133,333 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
(5) Includes 200,000 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
(6) Includes 178,108 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.7375 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
3
<PAGE> 5
(7) Includes 158,333 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
(8) Includes 116,667 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
(9) Includes 100,000 shares of Common Stock which may be acquired immediately
through the conversion of 8% Cumulative Convertible Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares of
Common Stock owned by this person these shares are deemed to have been
converted and owned by this person.
Management does not know of any other person who as of October 31, 1997,
beneficially owned more than 5% of the Company's Common Stock, other than as
indicated above.
The votes required for approval of each matter to be submitted at the
meeting for shareholder vote are described in the applicable sections of this
Proxy Statement.
I. ELECTION OF DIRECTORS
The Board of Director proposed that Messrs. Thomas H. Highley and John C.
Kennedy be elected as Directors of the Company to hold office until the Annual
Meeting of Shareholders in 2000 or until their successors are elected and
qualified. The persons named in the accompanying proxy intend to vote all valid
proxies received by them for the election of the nominees named above, unless
such proxies are marked to the contrary. The two nominees receiving the greatest
number of votes cast at the Meeting or its adjournment shall be elected. In case
any nominee is unable or declines to serve, which is not anticipated, it is
intended that the proxies be voted in accordance with the best judgment of the
proxy holders.
The following information is furnished with respect to each nominee for
election as a Director, each person whose term of office as a Director will
continue after the Meeting and each Executive Officer of the Company as of
October 31, 1997 named in the Summary Compensation Table herein.
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES OF TOTAL COMMON
COMMON STOCK OF THE
STOCK COMPANY
BENEFICIALLY BENEFICIALLY
POSITIONS AND OFFICES OWNED AS OF OWNED AS OF TERM
NAME AND YEAR FIRST WITH THE COMPANY AND OTHER OCTOBER 31, OCTOBER 31, TO
BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS 1997 1997 EXPIRE
------------------- --- -------------------------- ------------ ------------- ------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR ELECTION AS DIRECTORS FOR A THREE-YEAR TERM
John C. Kennedy (1988)......... 39 Principal owner, Director and 8,333(1) * 1997
President Autocam Corporation
Thomas H. Highley (1997)....... 55 President and Chief Executive -- -- 1997
Officer The Empire Company, Inc.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES OF TOTAL COMMON
COMMON STOCK OF THE
STOCK COMPANY
BENEFICIALLY BENEFICIALLY
POSITIONS AND OFFICES OWNED AS OF OWNED AS OF TERM
NAME AND YEAR FIRST WITH THE COMPANY AND OTHER OCTOBER 31, OCTOBER 31, TO
BECAME A DIRECTOR AGE PRINCIPAL OCCUPATIONS 1997 1997 EXPIRE
------------------- --- -------------------------- ------------ ------------- ------
<S> <C> <C> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE
Kenneth K. Rieth (1980)........ 38 President and Chief Executive 730,000(2) 41.5% 1999
Officer of the Company
Leonard H. Wood (1988)......... 55 Vice President and General 500 * 1998
Manager of the Company
Thomas R. Collins (1995)....... 54 Controller Hayes Wheels -- -- 1998
International, Automotive Brake
Division
John H. Kinstler (1988)........ 48 Vice President Hayes Wheels -- -- 1999
International, Fabricated Wheel
Division
OTHER EXECUTIVE OFFICERS, WHO ARE NOT DIRECTORS
Peter C. Canepa................ 39 Chief Financial Officer, 5,000 * --
Treasurer and Secretary of the
Company
------- -----
All Directors and Executive Officers as a group (7 persons)............. 743,833 42.2%
======= =====
</TABLE>
- - -------------------------
* Beneficial ownership of less than 1% of the class.
(1) Mr. Kennedy owns 500 shares of the Company's 8% Cumulative Convertible
Preferred Stock, convertible at any time into Common Stock at $6.00 per
share. For purposes of calculating the percentage of outstanding shares
owned by Mr. Kennedy and the group, these shares are deemed to be converted
by Mr. Kennedy.
(2) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and CEO
of Riviera Tool Company, owns the Common Stock of Riviera Holding Company.
The shares owned by NBD Bank could be returned to Mr. Rieth pro rata
pursuant to a pledge of certain litigation and life insurance proceeds. See
"Certain Transactions with Executive Officers and Directors" contained
herein.
OTHER INFORMATION RELATING TO NOMINEES AND DIRECTORS
Set forth below is each Director's name and the year in which he first
became a Director, and a brief account of the business experience of each
nominee and Director during the past five years.
KENNETH K. RIETH 1980
Mr. Rieth has been a principal owner and President of Riviera Tool Company
since 1980. Mr. Rieth has served as a Director of Autocam Corporation, a
designer and manufacturer of close tolerance, specialty metal alloy components
for the automotive, electronic and computer industries since 1991.
LEONARD H. WOOD 1988
Mr. Wood has been a Vice President of the Company since 1985. Prior to that
time, he was Project Manager with American Motors Corporation.
5
<PAGE> 7
JOHN C. KENNEDY 1991
Mr. Kennedy has been a principal owner, Director and President of Autocam
Corporation, a designer and manufacturer of close tolerance, specialty metal
alloy components for the automotive, electronic and computer industries since
1988.
THOMAS R. COLLINS 1995
Mr. Collins has been Controller of the Automotive Brake Division of Hayes
Wheels International, Inc. since July, 1996. Prior to that time, he was Vice
President, Treasurer and Chief Financial Officer of Motor Wheel Corporation, a
designer and producer of wheels and brakes for the automotive and commercial
highway markets, since 1991. Prior to 1991, he was Comptroller and held other
various positions at Motor Wheel Corporation.
JOHN H. KINSTLER 1988
Mr. Kinstler has been Vice President of Engineering of the Fabricated Wheel
Division of Hayes Wheels International, Inc., since May, 1996. Prior to that
time, he was Vice President of Manufacturing of Motor Wheel Corporation since
1992. He was Executive Vice President of Engineering and Quality from 1989
through 1992 and Vice President of Engineering from 1985 through 1989 of Motor
Wheel Corporation.
THOMAS H. HIGHLEY 1997
Mr. Highley has been President and CEO of The Empire Company, Inc., a
distributor of residential and commercial millwork products, since 1991.
During the fiscal year ended August 31, 1997, the Board of Directors acted
by unanimous written consent and held two meetings. No director attended less
than 75% of directors meetings, including appropriate committee meetings.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a standing Audit Committee. The current members of the
Audit Committee are Messrs. John C. Kennedy and Thomas H. Highley. During fiscal
year ended August 31, 1997, the Audit Committee held one meeting. The duties of
the Audit Committee are briefly: recommending to the Board of Directors the
retention or discharge of the independent public accountants; reviewing the
arrangements and scope of the audit and non-audit engagements and the
compensation of the independent public accountants; reviewing with the
independent public accountants and the Company's financial officers the adequacy
of the Company's internal financial controls; and reviewing major changes in
accounting policies.
The Company has a standing Compensation Committee. The current members of
the Compensation Committee are Messrs. John H. Kinstler, Thomas Highley and
Thomas R. Collins. The duties of the Committee are recommending to the Board of
Directors the remuneration arrangements for Kenneth K. Rieth, President and
Chief Executive Officer of the Company and granting stock options under the
Company's 1996 Stock Option Plan. During fiscal year ended August 31, 1997, the
Compensation Committee held no meetings.
The Company has no nominating committee the functions of which are
performed by the Board of Directors.
LEGAL PROCEEDINGS
The Company is a plaintiff in an action against Fred Borsini, Herbert
Keeler and Durametallic Corporation, a Delaware corporation, with Kenneth K.
Rieth, Arlene Morris and Riviera Holding Company, a Michigan corporation wholly
owned by Kenneth K. Rieth, as co-plaintiffs, filed July 22, 1994, in the Kent
County Circuit Court, Grand Rapids, Michigan, Case No. 94-2809-CZ. In July of
1992, the Company contributed machinery, equipment, inventory, work-in-process
and receivables related to the business of
6
<PAGE> 8
building plastic injection molds to a joint venture that then became known as
Leap Technologies, Inc. Defendants in this action contributed all of the stock
of a mold builder then known as Leap Technologies, Inc. The Company contributed
assets valued at $5.4 million, the new entity assumed debts in the amount of
$3.7 million, and the Company received $1.7 million of preferred stock in the
new entity. The Company alleges that the status of the business contributed by
the defendants was fraudulently represented to it and the defendants are
therefore liable to the Company for all losses sustained as a result of the
failure of the venture. The Company is asking for return of its investment plus
the additional damages it incurred in the process of liquidating the venture.
Management believes that approximately $3,000,000 of damages has been
identified, however, the damage evaluation is incomplete. One defendant has
counterclaimed for breach of representations by the Company without specifying
any amount of damages. The Company is not currently involved in other legal
proceedings other than ordinary or routine proceedings incidental to its
operations. In the opinion of management, no existing proceedings, including the
matter involving Leap Technologies, Inc., would have a significant effect on the
financial condition, results of operations and cash flows of the Company if
determined against the Company.
COMPENSATION COMMITTEE REPORT
The Company's compensation program for officers is administered by the
Compensation Committee of the Board of Directors which is currently composed of
directors Collins, Kinstler and Highley.
Overall Officer Compensation Policy
The Company's compensation policy for executive officers is designed to
support the overall objective of enhancing value for shareholders by attracting,
developing, rewarding, and retaining highly qualified and productive
individuals; relating compensation to both Company and individual performance;
and ensuring compensation levels that are externally competitive and internally
equitable.
The key elements of the Company's officer compensation consist of base
salary, a formula bonus for Mr. Rieth, the Company's chief executive officer, a
discretionary bonus for Mr. Canepa, the Company's Chief Financial Officer and
Mr. Wood, the Company's Vice President and General Manager, as well as stock
options for Messrs. Rieth, Canepa and Wood. The Compensation Committee's
policies with respect to each of these elements are discussed below. In
addition, while the elements of compensation described below are considered
separately, the Compensation Committee takes into account the full compensation
package afforded by the Company to the individual, including insurance and other
benefits.
Base Salary
The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of responsibility,
experience, Company and individual performance as well as pay practices of other
companies relating to executives with similar responsibility.
In addition, with respect to the base salary of Mr. Rieth in 1997, the
Compensation Committee has acknowledged the longevity of Mr. Rieth's service to
the Company and its belief that Mr. Rieth is an excellent representative of the
Company within the industry. Mr. Rieth's base salary was established by the
Board of Directors in September 1996 and has been continued since then. This
base compensation consists of a regular payroll payment of $150,800 per year.
For 1998, Messrs. Canepa's and Wood's base salaries are $125,000 and $150,800,
respectively.
Bonus Awards
The Company's officers may be considered for annual cash bonuses which are
awarded to recognize and reward corporate and individual performance based on
meeting specified goals and objectives. The plan in effect for 1997 for Mr.
Rieth, pursuant to a three-year employment agreement executed with Mr. Rieth,
provides that a bonus, not less than 3 1/2% of the Company's Income before taxes
and such bonus expense, will be awarded. This formula was established by the
Board of Directors in 1996 and will be continued by contract through fiscal
1999. In awarding a bonus to Mr. Rieth, the Committee reviews compensation
levels and
7
<PAGE> 9
financial results available to it for chief executive officers for similarly
sized companies as well as those located near the Company's headquarters. Mr.
Rieth recommends to the Committee Messrs. Canepa's and Wood's bonus based on his
review of corporate and Messrs. Canepa's and Wood's individual performances as
well as the performance bonus the management team awards to employees of the
Company other than Messrs. Canepa, Wood and Rieth. The Committee has adopted Mr.
Rieth's recommendations this year.
Stock Options
Under the Company's 1996 Incentive Stock Option Plan, stock options may be
granted to the Company's key employees including Messrs. Rieth, Wood and Canepa.
The number of options granted is determined by the subjective evaluation of the
person's ability to influence the Company's long-term growth and profitability.
Stock options are granted with an exercise price equal to the market price
of the Common Stock on the date of grant. Since the value of an option bears a
direct relationship to the Company's stock price, it is an effective incentive
for employees to create value for shareholders. The Committee therefore views
stock options as an important component of its future compensation policy.
Pending approval of the Plan at this meeting, no options have been granted under
the plan.
Compensation Committee Members:
Thomas R. Collins
Thomas H. Highley
John H. Kinstler
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation of Directors
The Company pays each Director who is not a Company employee or an employee
of a 10% or more shareholder a fee of $5,000 per year. During fiscal year ended
August 31, 1997, the Company paid $5,000 of Directors fees to Messrs. Kennedy
and Highley.
Summary Compensation Table
The following table sets forth the total compensation earned by each of the
Company's Executive Officers during the fiscal years ended August 31, 1995,
1996, and 1997 for services rendered to the Company in all capacities during
such years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
--------------------------------------------------------------
FISCAL OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2) COMPENSATION(4)
--------------------------- ------ ------ ----- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Kenneth K. Rieth.................. 1997 $150,800(3) $64,798(3) $ -0- $1,264
President, CEO and Director 1996 150,800 -0- -0- 1,267
1995 150,800 -0- -0- 1,233
Leonard H. Wood................... 1997 $129,700 $ -0- $7,291 $1,421
Vice President, General Manager 1996 124,800 -0- 7,291 1,425
and Director 1995 124,800 -0- 7,291 1,326
Peter C. Canepa................... 1997 $112,500 $69,789 $ -0- $ -0-
Secretary, Treasurer and CFO 1996 110,500 -0- -0- -0-
1995 110,500 -0- -0- -0-
</TABLE>
- - -------------------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.
(2) Represents the dollar value of the premiums paid by the Company for life
insurance policy maintained in respect of an Executive Deferred Compensation
Plan agreement with Mr. Wood. This Agreement
8
<PAGE> 10
provides that upon death, disability or retirement from service after
reaching age 65, the employee or his heirs and assigns will receive $50,000
per year for five consecutive years. For each year that employment with the
Company is terminated, for any reason, prior to September 1, 1999, the
benefit will be reduced by 10% or $5,000 per year.
(3) The Company has an Employment Agreement with Kenneth K. Rieth pursuant to
which Mr. Rieth will continue to serve as the Chief Executive Officer and
President of the Company. The term of the agreement is for a period of three
years beginning September 1, 1996. Pursuant to the agreement with Mr. Rieth,
the Company will pay Mr. Rieth a base salary of $150,800 and a bonus of not
less than 3.5% of the Company's income before taxes.
(4) Amounts contributed by the Company to the 401(k) plan maintained by the
Company for its employees generally.
The Company's Board of Directors has given Mr. Rieth the authority to set
the compensation for senior management.
1996 Stock Option Plan
The Company's 1996 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors and approved by the shareholders on October 31, 1996. Under
such Option Plan no options were issued or granted during the year ended August
31, 1997. The purpose of the Option Plan is to make options available to
employees of the Company to give them a greater personal interest in the success
of the Company and an added incentive to continue their employment. Employees of
Riviera Holding Company and Motor Wheel Corporation are not eligible to
participate in the Option Plan. Two Hundred Fifty Thousand shares of Common
Stock are reserved for issuance under the Option Plan and the options are
intended to qualify as incentive stock options under the Internal Revenue Code
of 1986, as amended.
The Option Plan is administered by the Compensation Committee. Options
granted under the Option Plan are not transferable by the optionee other than by
will or the laws of descent and distribution. Each option is exercisable during
the lifetime of the optionee and so long as the employee does not engage in
activity in competition with or contrary to the interests of the Company. No
option may be granted under the Option Plan after August 31, 2006.
The exercise price of options granted under the Option Plan cannot be less
than the fair market value of the underlying shares on the option grant date.
The terms of each option and the manner in which it may be exercised will be
determined by the administrator subject to the requirement that no option may be
exercisable more than ten years after the option grant date. With respect to any
option granted to a participant who owns, or is deemed to own, stock possessing
more than 10% of the voting rights of the Company's outstanding capital stock at
the option grant date, the exercise price of the option must be at least equal
to 110% of the fair market value on the date of grant and the option may not be
exercisable more than five years after the option grant date. Under the terms of
the Option Plan, the aggregate fair market value of the Common Stock (determined
at the date of the option grant) underlying options granted to any employee and
exercisable in any single year may not exceed $100,000.
Retirement Savings Plan
The Company has a profit-sharing plan that covers substantially all
employees (the "Plan"). The Plan includes a 401(k) deferred compensation option.
It is the Company's policy to fund profit-sharing costs accrued on an annual
basis. The Plan, as established, allows for discretionary contribution as
determined annually by the Company's Board of Directors. No discretionary
contribution has been made for 1995, 1996, or 1997.
Part of the Plan includes a retirement savings plan qualified under
Internal Revenue Code Section 401(k) in which all full-time employees may
participate. Contributions are made to the plan by participants electing to
defer portions of their regular compensation. Amounts elected to be deferred
within certain statutory limits (currently $9,500 per year) are not taxable to
the participant. The Company matches
9
<PAGE> 11
and contributes up to 15% of the employee's contribution to the 401(k) Plan, up
to 2% of the employee's annual wage.
The Company's 8% Cumulative Preferred Stock which was previously
outstanding was all owned by the Plan. All outstanding shares of this issue were
redeemed prior to July 1, 1997 together with payment of all unpaid dividends.
Under the Plan, benefits are payable in a lump sum upon termination of
employment with the Company for any reason.
SHAREHOLDERS AGREEMENT
Riviera Holding Company and Motor Wheel Corporation, an Ohio corporation
located in Okemos, Michigan ("Motor Wheel"), had executed a written Shareholders
Agreement (the "Shareholders Agreement") which provided that they would
unconditionally and irrevocably vote their respective shares of Common Stock
jointly in structuring the Company's Board of Directors into a board consisting
of seven members divided into three classes, two classes consisting of two
members and one class consisting of three members. Under such agreement Riviera
Holding Company was entitled to designate three directors and Motor Wheel to
designate two directors. Both parties agreed unconditionally and irrevocably to
vote all of their respective shares of Common Stock in favor of the persons so
designated by each party as directors. The remaining members of the Board of
Directors (two directors) could be nominated by any person; however, Motor Wheel
and Riviera Holding Company had agreed to vote together on nominees for these
positions. Voting on all other matters was in the sole discretion of the
shareholder. Under such Shareholder Agreement, Riviera Holding Company had
designated as directors Messrs. Rieth, Wood, and Kennedy whereas Motor Wheel had
designated Messrs. Kinstler and Collins. Mr. Highley was elected by the
agreement of Motor Wheel and Riviera Holding Company.
Pursuant to the Shareholders Agreement, Motor Wheel had granted Riviera
Holding Company an option to purchase all the shares of the Company owned by
Motor Wheel. The option was exercisable at a purchase price of $3.0 million, or
$4.11 per share, payable within 30 days after notice of exercise. Riviera
Holding Company assigned its rights pursuant to this option to the Company. In
October,1997, the Company issued and sold 80,000 shares of 8% Cumulative
Convertible Preferred Stock at $100.00 per share. With a portion of the proceeds
from this sale, the Company exercised its option to purchase and retired all
730,000 shares of common stock held by Motor Wheel Corporation for $3.0 million
or $4.11 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1997 and prior to the Company's initial public offering, the
Board of Directors, then consisting of Directors Kennedy, Wood, Kinstler,
Collins and Rieth, had the responsibility of setting executive compensation. The
Compensation Committee of the Board of Directors consisting of Directors
Collins, Kinstler and Highley was formalized on April 16, 1997 and has assumed
that responsibility. Mr. Rieth serves as President and Chief Executive Officer
of the Company and serves on the Board of Directors of Autocam Corporation,
where Mr. Kennedy is President, Chief Executive Officer and also a member of the
Board of Directors. Mr. Rieth also served on the Compensation Committee of
Autocam Corporation of Autocam Corporation until August 1995.
The Company previously had a contract with Motor Wheel relating to the
performance of engineering for and construction of dies to be purchased by Motor
Wheel. This contract was terminated October 31, 1996, effective December 31,
1995. Mr. Kinstler, a director of the Company, is Vice President of the
Fabricated Wheel Division of Hayes Wheels International, Inc., the Parent
Company of Motor Wheel. Mr. Collins, a director of the Company, is Controller of
the Automotive Brake Division of Hayes Wheels International, Inc., the Parent
Company of Motor Wheel. Motor Wheel then owned 29.6% of the outstanding Common
Stock of the Company. The contract with Motor Wheel provided that the Company
would quote such services to Motor Wheel at hourly rates not greater than it had
on file with or was actually quoting to any automobile manufacturer. Motor Wheel
was required to purchase not less than 155,000 hours of such work, as defined by
the contract, or, if less, 85% of its entire domestic consumption of such
services if domestic consumption was
10
<PAGE> 12
less than 182,500 hours in any year. In that event, Motor Wheel was required to
purchase its foreign consumption of such services from the Company if the
Company was competitive in price, quality and delivery. Motor Wheel paid to the
Company $72,245 and $246,011 during fiscal 1996 and 1995, respectively,
resulting from its having used less than the 155,000 hour minimum. The contract
was to terminate on December 31, 1998 and could have been extended for two
additional five year terms by Motor Wheel. Pursuant to the Shareholders
Agreement between Motor Wheel and Riviera Holding Company dated October 31,
1996, such die construction supply contract was terminated effective December
31, 1995. As a result, no under utilization charges will be received by the
Company for any period after December 31, 1995.
Pursuant to the Shareholders Agreement, Motor Wheel had granted Riviera
Holding Company an option to purchase all the shares of the Company owned by
Motor Wheel. The option was exercisable at a purchase price of $3.0 million, or
$4.11 per share, payable within 30 days after notice of exercise. Riviera
Holding Company assigned its rights pursuant to this option to the Company. In
October,1997, the Company exercised this option. See "Shareholders Agreement"
above.
Riviera Holding Company, owned 100% by Kenneth K. Rieth, had pledged all of
its shares of the Company to NBD Bank in connection with commercial lending
arrangements not related to the Company. The pledge was terminated effective
with the Company's initial public offering, March 4, 1997, pursuant to a
settlement agreement between Riviera Holding Company, NBD Bank and Kenneth K.
Rieth. Under such settlement agreement, NBD Bank received 125,000 shares of the
Common Stock of the Company from Riviera Holding Company, owned 100% by Kenneth
K. Rieth, a pledge of co-plaintiffs Kenneth K. Rieth, Arlene Morris, Riviera
Holding Company and the Company of all proceeds of the legal action against Fred
Borsini, Herbert Keeler and Durametallic Corporation, and a pledge by the
Company of $1,000,000 of existing Key Man life insurance on Kenneth K. Rieth.
The Company has received no monetary consideration for the pledges by the
Company.
The Company, on October 31, 1996, declared a preferential dividend on the
shares of common stock of the Company owned by Riviera Holding Company to pay
the income tax payable by Riviera Holding Company as a result of the lapse of
options by Motor Wheel to purchase common stock owned by Riviera Holding Company
and as a result of the dividend itself. In May, 1997 the Company paid this
$90,000 dividend to Riviera Holding Company.
The Company believes that the transactions described above were at prices
and terms which were no less favorable to the Company than would have been
available in similar transactions with unaffiliated third parties. The policy of
the Company is that proposed transactions with affiliates of the Company must
have the prior approval of a majority of the disinterested members of the Board
of Directors and be made on terms no less favorable to the Company than could be
obtained from unaffiliated parties.
11
<PAGE> 13
PERFORMANCE GRAPH
The following line graph compares the cumulative total shareholder return
for the Company's Common Stock with the cumulative total return of the Standards
& Poors 500 Composite Index and an index of peer companies selected by the
Company.
The comparison assumes $100 was invested on March 4, 1997 (the date of the
Company's initial public offering) in the Company's Common Stock, the S & P 500
Composite Index and the peer group. The companies in the peer group, all of
which are in the automotive industry, are as follows:
Arvin Industries, Inc.
Autocam Corporation
Breed Technologies, Inc.
Dana Corporation
Defiance, Inc.
Excel Industries, Inc.
Gentex Corporation
Hayes Wheels International, Inc.
Magna International - CL A
Mascotech Inc.
Simpson Industries, Inc.
Spartan Motors Inc.
Superior Industries International
Tower Automotive
<TABLE>
<CAPTION>
Measurement Period Riviera Tool
(Fiscal Year Covered) Company S&P Index Peer Group
<S> <C> <C> <C>
March 4, 1997 100 100 100
August 1997 76.79 114.58 130.50
</TABLE>
12
<PAGE> 14
II. PROPOSAL TO APPROVE THE 1996 INCENTIVE STOCK OPTION PLAN
The Board of Directors of the Company has adopted, subject to shareholder
approval, the Riviera Tool Company 1996 Incentive Stock Option Plan (the
"Plan").
The following is a summary of the principal provisions of the Plan as
amended:
Eligibility. The Plan provides that all officers and other employees and
former officers and employees who have a consulting arrangement with the Company
are eligible to participate in the Plan.
Administration. The Plan is administered by the Compensation Committee of
the Board of Directors of the Company, comprised of directors who are not
eligible to participate in the Plan. The Committee makes recommendations
periodically to the Board of Directors with respect to who shall participate in
the Plan and the extent of their participation. In making such determinations,
the Committee considers the position and responsibilities of the employee, the
nature and value to the Company of his or her services and accomplishments, the
present and potential contribution of the employee to the success of the Company
and such other factors as the Committee may deem relevant.
Shares. The shares covered by the Plan may be either authorized and
unissued shares or issued shares which have been reacquired by the Company.
250,000 shares are reserved for issuance under the Plan.
Option Agreement. Each option granted under the Plan is evidenced by an
agreement in such form as the Board of Directors shall from time to time
approve, which agreement must comply with and be subject to certain conditions
set forth in the Plan, including the following:
Price. The option price shall not be less than one hundred percent (100%)
of the market value of the shares of Common Stock on the date of the
Compensation Committee's approval of the grant. The aggregate fair market value
of the Common Stock (determined at the date of the option grant) for which any
employee may be granted options first exercisable in any fiscal year may not
exceed $100,000.
Duration and Exercise of Options. An option granted under the Plan must be
exercised by the optionee by the date specified by the Compensation Committee,
which shall be a maximum of ten years from the date of grant during employment
of the optionee, or in any event within three months after termination of
employment for any cause other than death or total or permanent disability. The
Compensation Committee may in its discretion provide that an option may not be
exercised in whole or in part for any period or periods of time specified by the
Compensation Committee. No option may be exercised for a period of twelve (12)
months after the date of its grant. Thereafter, and except as otherwise
provided, any option may be exercised in whole or in part from time to time
during its term. If an optionee does or becomes totally and permanently disabled
while in the employ of the Company, the option granted such optionee may, but
only within the year next succeeding such death or disability, be exercised as
and to the extent that the optionee was entitled to exercise the option at the
date of death or disability, and the option period shall terminate at the end of
the year next succeeding such event or, if earlier, the expiration of the
option. In addition, in the event a person becomes beneficial owner of more than
thirty percent (30%) of the Company's Common Stock otherwise than through a
transaction arranged with the prior approval of the Company's Board of
Directors, all options then outstanding may be exercised immediately.
Adjustments. The Compensation Committee may make appropriate adjustments in
the price of the shares and the number allotted or subject to allotment if there
is any change in the Common Stock as a result of a share dividend, share split,
recapitalization or otherwise.
Payment of Option Price. The option price shall be paid in cash or through
the delivery of previously owned shares of the Company's Common Stock or by a
combination of cash and Common Stock.
Amendment and Termination of Plan. The Board of Directors may from time to
time amend, suspend or discontinue the Plan; provided, however, that the Board
of Directors may not amend the Plan to increase the number of shares of Common
Stock on which options may be granted under the Plan, materially increase the
benefits accruing to optionees under the Plan, or materially modify the
provision of the Plan relating to eligibility to be granted an option, without
further shareholder approval.
13
<PAGE> 15
Tax Aspects. Options granted under the Plan are qualified options for
federal income tax purposes. The holder of an option granted under the Plan
would not be subject to any tax with respect to the grant of the option, but the
holder will recognize taxable income upon the sale of the stock after the
exercise of the option. If the holder sells the stock more than one year after
the exercise of the option, the difference between the sale price and the option
price will be taxable as a long-term capital gain. If the holder sells the stock
within one year after the exercise of the option, the holder would recognize
ordinary taxable income equal to the excess of the fair market value of the
stock at the time of exercise over the option price, and taxable capital gain in
an amount equal to the excess of the sale price of the stock over the fair
market value of the stock at the time of exercise.
No stock options were granted under the Plan during 1997.
On November 10th, 1997, the market value of the Common Stock of the Company
was $9 1/16 per share.
The Board of Directors recommends a vote FOR approval of the 1996 Incentive
Stock Option Plan. Proxies solicited by the Board of Directors will be so voted
unless shareholders specify a different choice in their proxies.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST WITH RESPECT TO THE
PLAN IS REQUIRED FOR ITS APPROVAL, PROVIDED THE TOTAL VOTE CAST ON THE PROPOSAL
REPRESENTS 50% OF ALL SHARES ENTITLED TO VOTE THERON.
III. OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT
Plante & Moran L.L.P. is the independent public accountant for the Company
and has reported on the Company's financial statements for the fiscal year ended
August 31, 1997. The Company's independent public accountant is appointed by the
Board of Directors after receiving recommendation from the Audit Committee.
Plante & Moran L.L.P. has been reappointed for fiscal year 1998. Plante & Moran
LLP has indicated that a representative of that firm will be present at the
shareholder's meeting. Such representative shall be given an opportunity to make
a statement, if he or she so desires, and it is expected that such
representative will be available to respond to appropriate questions presented
at the meeting.
SHAREHOLDER PROPOSALS
A shareholder proposal which is intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company at 5460 Executive
Parkway SE, Grand Rapids, Michigan 49512, no later than by August 1, 1998, in
order to be eligible for inclusion in the Proxy Statement and form of Proxy
relating to that meeting. A shareholder who desires to submit any such proposal
should refer to the applicable rules and regulations of the Securities and
Exchange Commission, Washington, D.C. 20549.
OTHER BUSINESS
Neither the Company nor the members of the Board of Directors intend to
bring before the Annual Meeting any matters other than those set forth in the
Notice of Annual Meeting, and they have no present knowledge that any other
matters will be presented for action at the Meeting by others. However, if any
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed form of proxy to vote in accordance with their
best judgment.
It is important that proxies be returned promptly to avoid unnecessary
expenses. Therefore, all Common Shareholders (even those planning to attend the
meeting) are urged, regardless of the number of shares of stock owned, to sign
date and return the enclosed proxy in the business-reply envelope, also
enclosed. Shareholders attending in person may withdraw their proxies and vote
in person.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers and persons who own ten percent (10%) or more of
the Company's common stock file with the SEC
14
<PAGE> 16
and the American Stock Exchange initial reports of ownership and reports of
changes in ownership of Company Common Stock. These officers, directors and 10%
shareholders are required by SEC regulation to furnish the Company with copies
of these reports. To the Company's knowledge, based solely upon review of the
copies of such reports furnished to the Company and written representations that
no other reports were required during the fiscal year ended August 31, 1997, all
Section 16(a) requirements applicable to its officers, directors and 10%
beneficial owners were complied with.
VOTING OF PROXIES
Proxies which are signed and returned will be voted for the nominees named
above to serve until the Annual Meeting of Shareholders in 2000 unless authority
to vote upon the election of directors is withheld. Proxies will be voted as
specified by the shareholder either for or against the proposal to approve the
Riviera Tool Company 1996 Incentive Stock Option Plan. Abstentions will be
treated as shares present for determining a quorum and all abstentions, withheld
votes and broker non-votes will not be deemed votes cast in determining the
outcome of any matter.
AVAILABILITY OF S.E.C. FORM 10-K
A copy of the Company's 10-K Annual Report, filed with the Securities and
Exchange Commission, is available without charge to shareholders by written
request to:
Mr. Peter C. Canepa
Riviera Tool Company
5460 Executive Parkway SE
Grand Rapids, Michigan 49512
By order of the Board of Directors
PETER C. CANEPA, Secretary
15
<PAGE> 17
RIVIERA TOOL COMPANY
PROXY FOR ANNUAL MEETING DECEMBER 17, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Kenneth K. Rieth and Peter C.
Canepa and each or either of them, proxies with full power of substitution, to
vote all stock of Riviera Tool Company, a Michigan corporation, which the
undersigned is entitled to vote at the Annual Meeting of the Shareholders of the
Company to be held at Rembrandt's At Bridgewater, 333 Bridge Street, N.W., Grand
Rapids, Michigan 49504, on December 17, 1997, at 3:00 p.m. and at any
adjournment.
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) To vote for all nominees listed below
</TABLE>
John C. Kennedy Thomas H. Highley
(Instruction: To withhold authority to vote for any individual nominee,
print that nominee's name on the line provided below:)
- - --------------------------------------------------------------------------------
2. APPROVAL OF THE RIVIERA TOOL COMPANY 1996 INCENTIVE STOCK OPTION PLAN,
AS AMENDED
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued and to be signed on reverse side.)
IF YOU SIGN AND RETURN THIS PROXY, THE SHARES REPRESENTED HEREON WILL BE VOTED
IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON. IF NOT OTHERWISE SPECIFIED,
THE PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AS NOMINATED AND APPROVAL
OF THE 1996 INCENTIVE STOCK OPTION PLAN. THE PROXIES WILL VOTE IN ACCORDANCE
WITH THEIR BEST JUDGMENT ON ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned hereby acknowledge receipt of the Annual Report of the Company
for its fiscal year ended August 31, 1997, and Notice of Annual Meeting of
Shareholders and Proxy Statement dated November 14, 1997.
Dated: , 1997
------------------------------------
Signature
------------------------------------
Signature
Please sign exactly as your name
appears hereon. If stock is held
jointly, each holder should sign.
When signing as attorney, executor,
administrator, trustee, guardian,
corporate officer or in any other
capacity, please state title in
full.
PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY
