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United States Securities and Exchange Commission
Washington D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended August 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 001-12673
RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2828870
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MI 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-2100
Securities registered pursuant to Section 12(b) of the Act: Common Stock, no par
value
Securities registered pursuant to 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 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. [X]
The aggregate market value of the voting common stock of the Registrant (based
upon the last reported sale of the Common Stock at that date by the American
Stock Exchange) held by non-affiliates was $1,283,372 as of November 13, 2000.
The number of shares outstanding of the Registrant's common stock as of November
13, 2000 was 3,379,605 shares of common stock without par value.
DOCUMENTS INCORPORATED BY REFERENCE:
<TABLE>
<CAPTION>
Part of Form 10-K Into Which Portions
Document of Documents are Incorporated
-------------------------------------------------------------- -------------------------------------------
<S> <C>
Riviera Tool Company 2000 Annual Report to Shareholders. Parts I, II and IV
Part III
Definitive Proxy Statement for the 2000 Annual Meeting of
Shareholders filed with the Securities and Exchange Commission,
November, 2000.
</TABLE>
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THE MATTERS DISCUSSED IN THIS ANNUAL REPORT ON FORM 10-K CONTAIN CERTAIN
FORWARD-LOOKING STATEMENTS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS "MAY,"
"WILL," "EXPECT," BELIEVE," "ANTICIPATE," OR "CONTINUE," THE NEGATIVE OR OTHER
VARIATION THEREOF, OR COMPARABLE TERMINOLOGY, ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING UPON
A VARIETY OF FACTORS, INCLUDING CONTINUED MARKET DEMAND FOR THE TYPES OF
PRODUCTS AND SERVICES PRODUCED AND SOLD BY THE COMPANY.
RIVIERA TOOL COMPANY
Annual Report on Form 10-K
November 20, 2000
TABLE OF CONTENTS
PART I PAGE
Item 1. Business........................................................... 3
Item 2. Properties......................................................... 7
Item 3. Legal Proceedings.................................................. 8
Item 4. Submission of Matters to a Vote of Security Holders................ 8
PART II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters........................................ 8
Item 6. Selected Financial Data............................................ 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 9
Item 8. Financial Statements and Supplemental Data......................... 9
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure............................. 9
PART III
Item 10. Directors and Executive Officers of the Registrant................. 10
Item 11. Executive Compensation............................................. 10
Item 12. Security Ownership of Certain Beneficial Owners and Management..... 10
Item 13. Certain Relationships and Related Transactions..................... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K... 10
SIGNATURES......................................................... 12
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PART I
ITEM 1. BUSINESS
GENERAL
The Company is a designer and manufacturer of large scale, complex stamping
die systems used to form sheet metal parts. Most of the stamping die systems
sold by the Company are used in the production of automobile and truck body
parts such as roofs, hoods, fenders, doors, door frames, structural components
and bumpers. The following table sets forth the Company's sales (in millions)
and percentage of total sales by major customer in fiscal years 1998, 1999 and
2000.
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
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CUSTOMER 1998 1999 2000
---------------------------------------------- ---------------------- ---------------------- ----------------------
AMOUNT % AMOUNT % AMOUNT %
---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
DaimlerChrysler AG............................ $ 2.3 10% $ 5.2 23% $ 8.6 34%
Suppliers of DaimlerChryslerAG................ 1.5 7 .9 4 3.7 15
Ford Motor Company............................ -- * .1 * -- *
Suppliers of Ford Motor Co.................... 6.0 26 2.6 11 4.7 19
General Motors Corporation.................... 5.2 23 5.7 25 2.3 9
Suppliers of General Motors Corporation....... 6.0 27 2.9 13 -- *
Other auto and truck manufacturers
and their suppliers........................... 1.6 7 5.4 24 5.9 23
---------------------- ---------------------- ----------------------
Total Sales............................ $22.6 100% $22.8 100% $25.2 100%
====================== ====================== ======================
</TABLE>
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* Less than 1.0% of the Company's total sales.
The Company was originally incorporated in 1967 and was incorporated in
its present form in 1988, under the laws of the State of Michigan.
INDUSTRY TRENDS
The automotive industry continues to evolve towards the early stages of
convergence between the OEM's and the supplier base. This trend should result in
the OEM's focusing their financial resources on marketing and distribution,
rather than manufacturing.
Other significant trends within the North American automotive industry
have had, and are likely to continue to have, an impact on the Company's
business. Over the past several years, the industry has required that its tool
suppliers utilize advanced computer integrated technology including high-speed
machining centers and design computer systems. These investments have required
significant capital investment by tooling suppliers including the Company.
The automotive industry's trend towards shorter product life cycles and
introduction of a greater number of vehicle models will create growing demand
for the Company's complex tooling systems. In accordance with this trend,
DaimlerChrysler AG ("Chrysler"), Ford Motor Company ("Ford") and General Motors
Corporation ("General
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Motors"), the three largest domestic automobile manufacturers (the "OEMs"), are
forming alliances with select suppliers which have the technological capability
to successfully perform simultaneous engineering of product and manufacturing
processes from concept to completion at the supplier level and utilizing
computer data based design, manufacturing and validation processes. Certain OEMs
have formed "platform" teams which provide the organizational structure for this
simultaneous engineering process, and have included their critical or key
suppliers in these teams. This simultaneous engineering concept allows model
changes to be implemented more quickly and cost-effectively. By involving the
ultimate tool and die manufacturer early in the design process, the OEMs are
better able to design-in more cost-effective manufacturing processes, improve
product quality, and avoid costly changes downstream.
The emphasis on designing and manufacturing more fuel-efficient vehicles as
the result of federal Corporate Average Fuel Economy regulation has produced
many new vehicle designs. In addition, automobile manufacturers are utilizing
lightweight, high strength steels and aluminum in new model designs in order to
decrease the weight of the vehicle and increase fuel efficiency. Therefore,
suppliers will be required to have the ability to work with these types of
materials in order to remain competitive. The Company has established experience
in manufacturing dies used in the production of structural components made of
light-weight, high strength steels and aluminum.
Efforts by OEMs and their suppliers to reduce labor and other manufacturing
costs have resulted in their tending to combine common parts into a single
stamping press and reduce the number of "hits" required to manufacture a part.
In addition, utilization of transfer presses has increased demand for transfer
dies to reduce labor cost at the OEMs and their suppliers.
Management believes these industry trends will continue with emphasis on
simultaneous engineering and manufacturing processes centered around the
utilization of fully computer integrated technologies. This should increase the
Company's customer relationships with and importance to the OEMs and their tier
one suppliers of sheet metal stamped parts and assemblies.
PRODUCTS AND SERVICES
Dies. The Company's dies are used in the high speed production of sheet
metal stamped parts and assemblies. Production of such parts is a multiple step
process involving a series of dies. Typically, the first die is used to cut the
appropriate size metal blank from a sheet or coil of steel. The next die draws
the metal blank into its primary shape and subsequent dies are used to bend
edges or corners, create flanges, trim off excess metal and pierce assembly
holes. A customer usually orders only one series of dies for each separate part.
Normally, the dies do not require replacement due to usage because the life of
well-maintained dies is sufficient to carry production to the point when styling
changes dictate production of new dies. The dies manufactured by the Company
generally include automation features, adding to the complexity of design and
construction. These automation features facilitate rapid introduction and
removal of the work piece or raw material into and out of the die, thereby
increasing production speeds and reducing labor cost for part manufacturers.
Simultaneous Engineering of Product and Process. The OEMs are developing
organizational structures involving internal design and engineering personnel as
well as supplier representatives which they are using to develop new car models.
These organizations are called "Platform" teams. This allows full implementation
of simultaneous engineering -- the application of the product engineering and
process engineering functions simultaneously and early in the process. The
Company utilizes advanced Computer Aided Design/Computer Aided Manufacturing
technology to design and manufacture its complex stamping dies. Due to this
advanced computer capability, the Company is able to work very closely with its
customers and is often assigned to these Platform teams early. Its process
engineering input facilitates the teams' goals of introducing new models rapidly
and efficiently. The Company has invested significantly to ensure that it
utilizes the latest advanced technology and is capable of receiving and working
directly from complex mathematical data received from its OEM customers.
Management's investment in, and commitment to, advanced technology has
solidified its quality reputation with its customers and helped the Company
advance to tier one status.
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Prototype Tooling and Parts. With the advent of Platform team and
simultaneous engineering methods, the Company has been involved in the design
and manufacture of both the prototype tooling, final production tooling and
specifying the final production process. Prototype tooling and parts are
utilized during the design phase of new models, which the automobile
manufacturers use to validate the fit and function of the respective components
and assemblies and the repeatability of the respective production processes. The
parts manufactured from prototype tools are also often used in crash testing.
Typically, prototype tools associated with the primary metal forming
operations are manufactured from an alloy casting or mild steel and subsequently
machined using the mathematical database and related Computer Numerically
Controlled ("CNC") programs. After machining, the prototype tools are assembled
and tested to validate the integrity and repeatability of the final
manufacturing process. The results of the validation process are incorporated
into the mathematical database, which will then be used to manufacture the final
production tools. After testing the primary forming operations, prototype parts
are manufactured using special means such as computerized laser-cutting machines
to trim off excess scrap and to incorporate various slots and holes. These parts
are then sent to the automobile manufacturers for further testing and
evaluation. The results of this testing and evaluation may require the
incorporation of additional design and manufacturing process modifications prior
to construction of the production tooling.
MANUFACTURING
Traditionally, the die manufacturing process was comprised of various manual
steps performed by craftsmen. After being awarded a contract, the Company would
be presented with a wooden model of the part to be produced. From the model,
plaster tooling aids were constructed. The plaster tooling aids were then traced
and cut into steel. The steel was then ground, usually quite extensively, by
hand to fit. Validation was also done by hand, by measuring specific points on
the die face and comparing these to the original design blueprints. Today, the
design and most of the manufacturing process is computer-driven, which increases
accuracy and reduces the time required to produce a set of stamping dies.
The manufacturing process starts when the Company is assigned to a new
Platform team and simultaneous engineering begins. An electronic "model" of the
part to be produced is transmitted directly to the Company as a mathematical
database. Company engineers use the mathematical database to generate
computer-aided die designs and die face cutter path programs. These cutter path
programs are used by the toolmakers and machinists to manufacture the inner
workings of the tool. Most material is removed and the cutting is done by CNC
machine tools, which utilize the computer-generated cutter path programs.
Depending on the complexity of the tool, a prototype may be manufactured to
prove-out the manufacturing process or to provide actual parts for crash testing
and to test fit and function. Finally, after the die is constructed, it is
evaluated statistically for process repeatability and dimensional validation on
the Company's coordinate measuring machine. During this automated validation
process, the tool is statistically compared to the mathematical database. Having
the optimum size and quantity of tryout presses is an important aspect of the
construction and validation process, and the Company has therefore invested
heavily to ensure its capability in this area.
On average, 10 months elapse from the time the Company is awarded a contract
until the final set of dies is shipped to the customer. The OEMs continue to
strive to reduce the time required to introduce a new car model. In an attempt
to reduce leadtimes, OEMs are relying more heavily on simultaneous engineering
and integrating suppliers more closely into the design process. This trend has
helped the Company by requiring more direct relationships between the OEMs and
its suppliers such as the Company.
QS 9000/TE CERTIFICATION
The Company, on June 30, 2000, achieved the Tooling and Equipment
Supplement ("TE Supplement") QS-9000 and ISO-9000 Quality Standards. The TE
Supplement/QS-9000 standard was developed by DaimlerChrysler, Ford, and General
Motors to establish a single set of quality requirements for their tooling
suppliers. ISO 9000 is an international quality standard for all industries.
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The TE Supplement has become the international standard of all quality
systems in the tooling industry, designed to ensure that systems are in place to
prevent defects from occurring in the design, manufacturing and validation
phases of our processes. The Company, by receiving the TE Supplement/QS-9000
certification, has demonstrated that its quality systems are in place to meet
the requirements of our customers.
RAW MATERIALS
The steel, castings and other components utilized by the Company in the
manufacturing process are available from many different sources and the Company
is not dependent on any single source. The Company typically purchases its raw
materials on a purchase order basis as needed and has generally been able to
obtain adequate supplies of raw materials for its operations.
MARKETING AND SALES
The Company's marketing emphasis is on DaimlerChrysler, Ford, General Motors
and BMW and their tier one suppliers. The Company maintains excellent
relationships with DaimlerChrysler, Ford, General Motors and BMW which directly
accounted for about 43%, in the aggregate, of the Company's revenues in 2000.
For the year ended August 31, 2000, DaimlerChrysler, Ford, General Motors and
their tier one suppliers accounted for approximately 77% of the Company's
revenues.
With the growing use of simultaneous engineering, the Company's marketing
goal is to be assigned early to the new model platforms. As one of only a few
technically proficient suppliers assigned to a platform, the Company's
opportunity to win business for a new model is greatly enhanced. The Company
works to maintain preferred supplier status with its customers to further
increase its chances of being assigned to new model platforms.
Sales efforts are conducted primarily by the Company's Vice President of
Sales, President, senior management and project management personnel. Frequent
contact is made with domestic and foreign automobile manufacturers and their
purchasing agents, Platform managers and tier one suppliers. When the Company
has been assigned to a new model Platform Team, the Platform Team manager is
contacted to determine those parts and assemblies that will be assigned to
various required suppliers. During the design phase, the Company recommends
process and design changes to improve the cost and quality of the product.
Generally, when the Company is assigned to a Platform Team, orders are obtained
directly and without a formal bid process. The Company maintains a comprehensive
computer database with historical information regarding dies it has previously
manufactured. This assists the Company in quoting prices for dies and enables it
to respond to most quotation requests quickly and accurately. If the customer
decides to accept the Company's quotation, a purchase order is issued subject to
price adjustments for engineering changes requested by the customer. Where no
Platform Team is assembled, the Company bids on specific tooling assignments,
and bids are awarded on a competitive basis among a group of qualified
suppliers.
For business done with tier one suppliers, the Company's sales process
follows a more traditional process. The Company typically receives a package or
request for quotation from the tier one supplier and is less involved in the
design process of the part to be manufactured. Bids are generally awarded based
on technological capability, price, quality, and past performance.
BACKLOG AND SEASONALITY
The Company's backlog of awarded contracts, of which all are believed to be
firm, was approximately $10.6 million and $17.0 million as of August 31, 2000
and 1999, respectively. Of the August 31, 2000 contract backlog, the Company
expects all backlog contracts will be reflected in sales during fiscal year
ended August 31, 2001. The Company's sales of stamping dies do not follow a
seasonal pattern; however, the timing of new model introductions and existing
model restyling tooling programs are dependent on DaimlerChrysler, Ford and
General Motors and their strategy of accelerating the introduction of new
models.
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COMPETITION
Large, complex automotive stamping dies are manufactured primarily by three
supplier groups: a) domestic independent tool and die manufacturers, b) foreign
independent tool and die manufacturers, and c) captive or in-house tool and die
shops owned and operated by the OEMs.
The independent tool and die manufacturer industry has significant barriers
to entry, which can reduce competition in the large-scale die market. These
barriers include the highly capital intensive and technically complex
requirements of the industry. Additionally attracting and retaining employees
skilled in the use of advanced design and manufacturing technology is a
multi-year process. Finally, a new competitor would most likely lack much of the
credibility and historical customer relationships that take years to develop.
Finally, the OEMs maintain in-house, captive tool and die capacity to meet a
portion of their needs. General Motors maintains the largest captive capacity
and, based on estimates from various trade publications, supplies an estimated
75-80% of its own die construction needs. Ford produces approximately 50% and
DaimlerChrysler 25% of their own respective needs. Independent suppliers like
the Company tend to have a competitive advantage over the OEMs' in-house die
shops due to the OEMs' higher cost structure.
With the advent of simultaneous engineering in the automobile industry,
proximity of the OEM's design engineers may effect the placement of the die
manufacturer. However, foreign competition may have certain advantages over
domestic die manufacturers including lower capital costs, currency exchange
advantages, government assistance and lower labor costs. The Company believes
that it is one of eight die manufacturing companies on a global basis with the
large press capacity necessary to manufacture and validate large scale stamping
die systems.
EMPLOYEES
The Company's work force consists of approximately 157 full-time employees,
of which approximately 32 are salaried managerial and engineering personnel. The
balance are hourly employees engaged in manufacturing and indirect labor
support. Included among these hourly workers are approximately 109 skilled
tradesmen who are either journeymen tool and die makers or machinists. None of
the Company's employees are covered by a collective bargaining agreement. The
Company has not experienced any work stoppages and considers its relations with
its employees to be good. The Company has a discretionary contribution 401(K)
plan. The Company has no pension liabilities arising from any defined benefit
plan.
ENVIRONMENTAL MATTERS
The Company is subject to environmental laws and regulations concerning
emissions to the air, discharges to waterways, and generation, handling,
storage, transportation, treatment and disposal of waste materials. The Company
is also subject to other Federal and state laws and regulations regarding health
and safety issues. The Company believes that it is currently in compliance with
applicable environmental and health and safety laws and regulations.
ITEM 2. PROPERTIES
The Company's facilities are located in Grand Rapids, Michigan, and
consist of approximately 178,000 square feet of space, of which 28,000 square
feet is utilized for office, engineering and employee service functions.
Constructed in 1989, the facility is leased with a lease term of 20 years. The
facility lease provides for annual payments of $934,500 plus an escalation of
base rent of 1% for each of the first ten years and 2% for each of the second
ten years. The Company has a purchase option on the building at the fair market
value beginning in November 1996. The Company believes its facilities are
modern, well maintained, adequately insured and suitable for their present and
intended uses.
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ITEM 3. LEGAL PROCEEDINGS
The Company is a plaintiff in Kent County Circuit Case Number
94-2809-CZ together with two individuals asking for recovery of damages, based
on fraud, resulting from an investment in and winding up of activities of Leap
Technologies, Inc. Durametallic Corporation, one of the defendants, has settled
the litigation on July 14, 1999 paying $400,000 with a mutual release. One
defendant has filed bankruptcy without answering the Company's Compliant. A
judgement of $2,800,000 plus interest and costs has been entered against the
final defendant. No allocation of the award among plaintiffs was specified. The
judgement has been appealed and waits Court of Appeals action. No claims against
the Company are surviving in this action. All such claims have been dismissed
without obligations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year,
covered by this report, to a vote of security holders through the solicitation
of proxies or otherwise.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol RTC. The common stock commenced trading on the AMEX on
March 7, 1997, as a result of the Company's initial public offering. Prior to
that date, there was no public market for the common stock. The table below sets
forth the high and low sales prices as reported by AMEX for each period
reported.
<TABLE>
<CAPTION>
FISCAL 1999 FISCAL 2000
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HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C>
1st quarter.............. $6.7500 $4.625 $4.750 $3.1250
2nd quarter.............. $5.9375 $4.625 $4.125 $3.3125
3rd quarter.............. $5.4375 $4.500 $4.250 $2.6875
4th quarter.............. $ 4.875 $3.875 $3.750 $ 2.500
</TABLE>
As of October 20, 2000, the Company's common stock was held by 48
registered holders of record and approximately 799 beneficial shareholders.
The Company has not historically paid cash dividends on its common
stock. The payment of common stock cash dividends is within the discretion of
the Company's Board of Directors, with prior written consent of its primary
lender; however, in view of the potential working capital needs and in order to
finance future growth, it is unlikely that the Company will pay any cash
dividends on its common stock in the foreseeable future.
On November 2, 1998, the Company's Board of Directors declared a
five-percent common stock dividend, payable on December 18, 1998, to all
shareholders of record on November 17, 1998. On December 18, 1998, an additional
153,245 common shares were issued as a stock dividend.
On November 24, 1999, the Company's Board of Directors declared a
five-percent common stock dividend, payable on February 1, 2000, to all
shareholders of record on December 29, 1999. On February 1, 2000, an additional
160,865 common shares were issued as a stock dividend.
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ITEM 6. SELECTED FINANCIAL DATA
Information required by this Item 6 is incorporated by reference to
page 23 and 24 of the Company's 2000 Annual Report to Stockholders filed as
Exhibit 13 hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this Item 7 is incorporated by reference to
pages 25 - 27 of the Company's 2000 Annual Report to Stockholders filed as
Exhibit 13 hereto.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTAL DATA
The Registrant hereby incorporates the financial statements required by
this Item 8 by reference to Item 14(a)(1) hereof, and the supplementary
financial information required by this Item 8 by reference to page 28 - 39 of
the Company's 2000 Annual Report to Shareholders filed as Exhibit 13 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On April 28, 1999, the Company filed a Form 8-K, Item 4. Changes in
Registrant's Certifying Accountant (a) Previous independent accountants. Such
filing indicated that on April 22, 1999, the Company
- dismissed Plante & Moran LLP as its independent accountant.
- The reports of Plante & Moran LLP on the financial statements for
the fiscal years ended 1997 and 1998, contained no adverse or
disclaimer of opinion and were not qualified or modified as to
uncertainty, scope or accounting principles.
- The Company's Audit Committee participated in and recommended the
decision to change independent accountants.
- In connection with its audits for the fiscal years ended 1997 and
1998, and through April 28, 1999, there have been no disagreements
with Plante & Moran LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope
procedure or any reportable events.
- During the fiscal years ended 1997 and 1998, and through April 28,
1999, there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v).
- The Company had provided Plante & Moran LLP with a copy of the Form
8-K and attached a letter from Plante & Moran LLP addressed to the
SEC stating that they agreed with the statement on such Form 8-K.
On July 14, 1999, the Company filed a Form 8-K, Item 4. Changes in
Registrant's Certifying Accountant (b) New independent accountants. Such filing
indicated that the Company
- Engaged Deloitte & Touche LLP as its new independent accountants
- In November 1998, the Company engaged Deloitte & Touche LLP to
assist the Audit Committee in its review of the Company's prior
financial statements. In conjunction with this engagement, Deloitte
& Touche LLP provided oral advice regarding matters relating to the
Company's restated financial statements.
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- The Company has not consulted with Deloitte & Touche LLP on any
matter that was either the subject of a disagreement, as that term
is defined in Item 304(a) (1) (iv) of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a) (1) (v) of
Regulation S-K.
PART III
The Registrant hereby incorporates the information required by Form
10-K, Items 10-13 by reference to the Registrant's definitive proxy statement
for its 2000 annual meeting of shareholders which was filed with the Commission
prior to November 20, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements - The following financial statements and
the report of independent auditors set forth on pages 28 - 42 of the
Company's 2000 Annual Report to Shareholders filed as Exhibit 13 hereto
are incorporated by reference in this Annual Report on Form 10-K.
- Balance Sheets as of August 31, 2000 and 1999
- Notes to Financial Statements
- For each of the three years in the period ended
August 31, 2000:
Statements of Common Shareholders' Equity
Statements of Income
Statements of Cash Flows
- Reports of Independent Auditors
2. Financial Statement Schedules - No such schedules are included because
of the absence of the conditions under which they are required, or
because the information called for is included in the financial
statements or notes thereto.
3. Exhibits
10(q) Amendments number 5, 6, 7 and 8 between Registrant and Old
Kent Bank dated October 31, 1998, January 1, 1999, February
27, 1999, and March 31, 1999, respectively (incorporated by
reference to Exhibit 10(q) of the Registrant's Form 10K,
filed November 18, 1999).
10(r) First Restated Loan Agreement and $1,000,000 Term Loan Note
between Registrant and Old Kent Bank dated August 31, 1999
(incorporated by reference to Exhibit 10(r) of the
Registrant's Form 10K, filed November 18, 1999).
10(s) First Amendment to Loan Documents between Registrant and Old
Kent Bank dated June 9, 2000.
10(t) $1.0 million, Non-Revolving 2000 Equipment Line of Credit
between Registrant and Old Kent Bank dated June 9, 2000.
10(u) Employment Agreement between Registrant and Kenneth K. Rieth
dated November 24, 1999.
13 2000 Annual Report to Shareholders.
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21 Subsidiaries -- None
27 Financial Data Schedule.
(b). Reports filed on Form 8-K -- None.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
and Exchange Act of 1934 the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: November 20, 2000 RIVIERA TOOL COMPANY
By: /s/ Kenneth K. Rieth
----------------------------------------
Kenneth K. Rieth, Principal
Executive Officer
and
By: /s/ Peter C. Canepa
----------------------------------------
Peter C. Canepa, Principal Financial and
Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 20th day of November, 2000, by the
following persons on behalf of the Company and in the capacities indicated.
Each Director of the Company whose signature appears below hereby
appoints Kenneth K. Rieth and Peter C. Canepa, and each of them individually, as
his attorney-in-fact to sign in his name and on his behalf as a Director of the
Company, and to file with the Commission any and all amendments to this report
on Form 10-K to the same extent and with the same effect as if done personally.
/s/ Leonard H. Wood /s/ Kenneth K. Rieth
--------------------------- ---------------------------
Leonard H. Wood, Director Kenneth K. Rieth, Director
/s/ John C. Kennedy /s/ Daniel W. Terpsma
--------------------------- ---------------------------
John C. Kennedy, Director Daniel W. Terpsma, Director
/s/ Thomas H. Highley
---------------------------
Thomas H. Highley, Director
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
Not Applicable.
12
<PAGE> 13
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
10(s) First Amendment to Loan Documents between Registrant and
Old Kent Bank dated June 9, 2000.
10(t) $1.0 million, Non-Revolving 2000 Equipment Line of
Credit between Registrant and Old Kent Bank dated
June 9, 2000.
10(u) Employment Agreement between Registrant and Kenneth K.
Rieth dated November 24, 1999.
13 2000 Annual Report to Shareholders.
27 Financial Data Schedule.
