<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 Com-
mission 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
MICHIGAN RIVET CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MICHIGAN RIVET CORPORATION
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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
MICHIGAN RIVET CORPORATION
______________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1995
The Annual Meeting of Shareholders of Michigan Rivet Corporation, a
Michigan corporation, will be held at the offices of Michigan Rivet
Corporation, 13201 Stephens Road, Warren, Michigan 48089, on Friday, April 28,
1995 at 11:00 a.m., Detroit time, for the following purposes:
(a) To elect eight directors to hold office until the next Annual
Meeting of Shareholders or until their successors are elected
and qualified; and
(b) To transact such other business as may properly come before
the meeting or any adjournment thereof.
You are invited to attend the meeting. However, if you do not expect
to attend in person, you are urged to execute and return immediately the
enclosed proxy which is solicited by the Board of Directors of the Company.
The proxy is revocable and will not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors
CLARK V. STEVENS, Secretary
Warren, Michigan
March 24, 1995
<PAGE> 3
MICHIGAN RIVET CORPORATION
PROXY STATEMENT
ANNUAL MEETING TO BE HELD APRIL 28, 1995
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Michigan Rivet Corporation (the "Company") of
proxies to be used at the Annual Meeting of Shareholders to be held on April
28, 1995 at the executive offices of the Company. The mailing address of the
principal executive offices of the Company is 13201 Stephens Road, Warren,
Michigan 48089. This Proxy Statement and the enclosed proxy were first sent or
given to the shareholders on or about March 24, 1995.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, the Company will reimburse brokerage houses
and other nominees for their expenses incurred in sending proxies and proxy
material to the beneficial owners of shares held by them. A proxy may be
revoked by the person executing it at any time before it is exercised. A proxy
may be revoked by filing with the Secretary of the Company a written
revocation; by giving another proxy bearing a later date than the proxy being
revoked; or by attending and voting at the Annual Meeting in person.
Only shareholders of record at the close of business on February 24,
1995 will be entitled to vote at the meeting. On that date 638,525 shares of
Common Stock were issued and outstanding. Each shareholder is entitled to one
vote for each share of Common Stock held by the shareholder. Shares cannot be
voted at the meeting unless the holder is present in person or represented by
proxy. A majority of the outstanding shares of the Company, represented in
person or by proxy, shall constitute a quorum at the meeting.
PRINCIPAL SHAREHOLDERS
The following persons beneficially owned shares of the Common Stock of
the Company in the amounts and percentages shown as of December 31, 1994, and
are the only persons known to the Company to own beneficially more than 5% of
the Common Stock. The determination of beneficial ownership was made in
accordance with Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, which
specifies that a beneficial owner includes "any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares: (1) Voting power ... and/or (2) Investment power which
includes the power to dispose, or to direct the disposition of" his or her
shares. The nature of beneficial ownership is sole voting and investment power
except as otherwise indicated in the footnotes to the table.
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ---------- ------
<S> <C> <C>
Dorothy E. Knuppenburg (1)(2) 145,539 22.8%
8961 W. 32 Mile Road, Romeo, Michigan 48065
Comerica Bank f/k/a 145,339 22.8%
Manufacturers National Bank of Detroit (1)
P.O. Box 33060, Detroit, Michigan 48232
Dottice Stade (3)(4) 209,953 32.9%
13201 Stephens Road, Warren, Michigan 48089
Kermit L. Knuppenburg (4) 140,522 22.0%
13201 Stephens Road, Warren, Michigan 48909
Anthony W. Livorine (4) 141,722 22.2%
4689 Crows Nest Court, Brighton, Michigan 48116
Frank C. Bellisario (5) 40,389 6.3%
38014 Rockhill, Mt. Clemens, Michigan 48043
Ronald M. Bellisario (6) 39,699 6.2%
47444 Colony Court, Utica, Michigan 48087
Doreen E. Paulson (7) 35,679 5.6%
47952 Liberty Drive, Shelby Twp., Michigan 48315
</TABLE>
______________________________
(1) Dorothy E. Knuppenburg and Comerica Bank f/k/a Manufacturers National
Bank of Detroit are co-trustees of the K.M. Knuppenburg Residuary
Trust which owns 145,339 shares of Common Stock, 22.8% of the total
outstanding. The voting and investment power of the shares owned by
the Trust is exercisable by the concurrent vote of the two trustees.
(2) Includes 200 shares of Common Stock which Mrs. Knuppenburg has the
power to vote by virtue of an irrevocable proxy granted to her by her
son, Kermit L. Knuppenburg. This proxy will become void upon Mrs.
Knuppenburg's death.
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<PAGE> 5
(3) Dottice Stade is Mrs. Knuppenburg's daughter, the sister of Kermit L.
Knuppenburg and wife of William B. Stade, President and a director of
the Company. The shares shown as beneficially owned by Mrs. Stade
include 2,266 shares owned by Mr. Stade.
(4) Dottice Stade, Kermit L. Knuppenburg and Anthony W. Livorine are
co-trustees of the D. E. Knuppenburg Grantor Retained Income Trust,
which owns 140,322 shares of Common Stock, 21.9% of the total
outstanding. The voting power of the shares owned by the trust is
exercisable by the vote of a majority of the trustees, and the power
to dispose of the shares is exercisable by the unanimous vote of the
trustees.
(5) Does not include 2,200 shares owned by Mr. Bellisario's wife.
(6) Does not include 2,200 shares owned by Mr. Bellisario's wife.
(7) Does not include 4,200 shares owned by Mrs. Paulson's husband.
ELECTION OF DIRECTORS
Eight directors will be elected at the meeting, each to hold office
until the next Annual Meeting of Shareholders or until his or her successor is
elected and has qualified. The following table sets forth information
regarding the eight nominees for election to the Board of Directors. All of
the nominees are currently directors of the Company, elected at the 1994 Annual
Shareholder's Meeting and have served as directors since first elected as such.
Shares represented by proxies in the accompanying form received by the
Board of Directors will be voted at the Annual Meeting (or any adjournment
thereof) as directed in the proxies. Unless a shareholder directs otherwise,
signed proxies (including signed proxies which fail to direct how they are to
be voted) will be voted for the election of the eight nominees named below and
an equal number of votes will be cast for each nominee. Directors shall be
elected by a plurality of the votes cast at the Annual Meeting. If, as a
result of circumstances not known or foreseen, any of such nominees shall be
unavailable to serve as a director, proxies will be voted for the election of
such person or persons as the Board of Directors may select. In no event will
the proxies be voted for more than eight nominees.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR
CONTINUOUSLY
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- ------------ -------------------- -----
<S> <C> <C>
Dorothy E. Knuppenburg, 81 Chairman of the Board of the Company 1971
William B. Stade, 57 President of the Company 1971
Clark V. Stevens, 61 Attorney at Law, Clark V. Stevens, P.C., 1974
St. Clair Shores, Michigan
Charles E. Blank, 57 President, Air-Way Manufacturing, 1977
Olivet, Michigan, manufacturer of
steel fittings for hydraulic systems;
Associate, Buesser, Buesser,
Black, Lynch, Fryhoff & Graham,
Detroit, Michigan, attorneys
Kermit L. Knuppenburg, 53 Vice President, Select Sales, Inc., 1994
Mt. Clemens, Michigan, a
manufacturer's representative
William P. Lianos, 58 Executive Vice President, Treasurer 1993
and Chief Operating Officer of the
Company
Anthony W. Livorine, 67 Retired Vice President of Sales, 1993
Textron, Townsend Division
Anthony J. Caputo, 51 President, Caputo, Hess, Brennan, 1994
& Brosnan, P.C., Warren, Michigan,
attorneys
</TABLE>
All of the nominees have been engaged in the principal occupation
listed above for at least the last five years except as follows:
Kermit L. Knuppenburg has been a Vice President of Select Sales, Inc.
since the beginning of 1992. Prior to 1992, Mr. Knuppenburg was an
independent manufacturer's representative in Mt. Clemens, Michigan for
more than the last five years.
Charles E. Blank has been a member of the law firm Buesser, Buesser,
Black, Lynch, Fryhoff & Graham for more than the past five years and
has been President of Air-Way Manufacturing Company since 1990. The
law firm of which Mr. Blank is a member has
-4-
<PAGE> 7
provided legal services to the Company during the last five fiscal
years and the Company expects to retain such firm for such purposes in
the current fiscal year.
William P. Lianos became Executive Vice President and Chief Operating
Officer of the Company effective February 22, 1994. Prior thereto, he
had been Vice President and Treasurer of the Company for more than the
past five years.
Prior to January 1, 1995, Clark V. Stevens was President of Regan &
Stevens, P.C., Detroit, Michigan, attorneys. Regan & Stevens provided
legal services to the Company during the previous five fiscal years.
The Company expects to retain Clark V. Stevens, Professional
Corporation, to perform legal services during the current fiscal year.
Anthony J. Caputo serves on the Board and has been nominated at the
express request of Ronald M. Bellisario on behalf of the Bellisario
family shareholders.
William B. Stade is Dorothy Knuppenburg's son-in-law and Kermit L.
Knuppenburg is Mrs. Knuppenburg's son and Mr. Stade's brother-in-law. There
are no other family relationships between any of the directors or executive
officers of the Company. None of the directors serves as a director of another
publicly owned company.
The Board of Directors has established a Compensation Committee, which
is presently comprised of Messrs. Blank, Stevens, and Knuppenburg. The
Compensation Committee reviews and recommends to the Board the salaries of all
officers of the Company and remuneration of the directors.
The Board has also established an Executive Committee, composed of
Messrs. Stevens, Stade and Livorine, to oversee management of the Company. The
Company's executive officers report to this Committee. The Executive Committee
is expected to perform its duties for a temporary but indefinite period until
Company profitability improves.
The Board has not established a nominating committee, nor has the
Board established an audit committee or similar committee. In these matters,
the Board of Directors acts as a committee of the whole.
-5-
<PAGE> 8
During the fiscal year ended October 31, 1994, the Board met nine
times and the Compensation Committee met three times. The Executive Committee
met monthly during the year.
EXECUTIVE OFFICERS
The following table sets forth information concerning the persons who
served as executive officers of the Company during fiscal year ended October
31, 1994.
<TABLE>
<CAPTION>
NAME AND AGE OFFICE AND LENGTH OF SERVICE
------------ ----------------------------
<S> <C>
William B. Stade, 57 President since April 1992. Prior thereto, Executive Vice President since 1971
Clark V. Stevens, 61 Secretary since 1977
William P. Lianos, 58 Executive Vice President since 1994 and Treasurer since 1986. Prior thereto, Vice
President since 1991
</TABLE>
Each of the executive officers serves at the pleasure of the Board of
Directors. Background information regarding Messrs. Stade and Stevens is set
forth under "Election of Directors."
-6-
<PAGE> 9
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of shares of the Company's Common Stock by all persons who
served as members of the Board of Directors during the fiscal year ended
October 31, 1994, the named executive officers and all directors and officers
of the Company as a group, calculated as of December 31, 1994. The nature of
beneficial ownership is sole voting and investment power except as otherwise
indicated in the footnotes to the table.
<TABLE>
<CAPTION>
NUMBER PERCENT
OF SHARES OF CLASS
--------- --------
<S> <C> <C>
Dorothy E. Knuppenburg (1) 145,539 22.8%
William B. Stade (2) 2,266 *
Clark V. Stevens (3) 14,220 2.2%
Charles E. Blank 973 *
William P. Lianos (4) 3,020 *
Anthony W. Livorine (5) 141,722 22.2%
Kermit L. Knuppenburg (6) 140,522 22.0%
Anthony J. Caputo 0 0
------- -----
All directors and executive officers
as a group
(8 persons) (7) 307,740 48.2%
- ---------------------- ======= =====
</TABLE>
* Less than 1%
(1) See footnote 1 to the table under "Principal Shareholders".
(2) See footnotes 3 and 4 under "Principal Shareholders".
(3) Includes 3,120 shares held jointly with Mr. Stevens' spouse; and
11,100 shares held individually by Mr. Stevens.
(4) Shares are held jointly with Mr. Lianos' spouse.
(5) Includes 1,400 shares held by Mr. Livorine. See footnote 4 to the
table under "Principal Shareholders" for balance.
(6) See footnotes 2 and 4 to the table under "Principal Shareholders".
(7) The following shares have been counted only once in determining the
total number of shares, and percent of class, held by all directors,
nominees and executive officers: (a) 140,322 shares indicated for
both Mr. Livorine and Mr. Knuppenburg held in the D.E.
-7-
<PAGE> 10
Knuppenburg Grantor Retained Income Trust, of which they are
co-trustees, and (b) 200 shares indicated for both Mrs. Knuppenburg
and Mr. Knuppenburg, which are owned by Mr. Knuppenburg but for which
Mrs. Knuppenburg holds an irrevocable proxy.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table sets forth the cash compensation paid by the
Company as well as other compensation paid or accrued during the Company's last
three fiscal years to (i) the Chief Executive Officer of the Company and (ii)
each of the executive officers of the Company whose annual compensation
exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)
- -------------------------------------------------------------------------------------------------------
NAME AND PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION COMPENSATION(2)
------------------ ---- ------------ ---------------
<S> <C> <C> <C>
William B. Stade 1994 $158,504 $3,963
Chief Executive Officer 1993 168,881 3,508
1992 149,963 3,104
William P. Lianos 1994 112,579 2,814
Executive Vice President, 1993 109,154 2,268
Treasurer 1992 105,219 2,189
</TABLE>
(1) Cash compensation does not reflect Messrs. Stade's and Lianos' use of
Company automobiles, the individual amounts of which did not exceed
10% of the compensation paid to either executive officer and the
aggregate amount of which did not exceed 10% of the total compensation
paid to all executive officers as a group.
(2) All other compensation includes contributions made by the Company on
behalf of the named executive officers under the Company's 401(k)
plan.
-8-
<PAGE> 11
ANNUITY, PENSION OR RETIREMENT BENEFITS
ANNUAL BENEFIT EXAMPLES AT AGE 65 IN 1994
BASED UPON YEARS OF SERVICE THROUGH DECEMBER 15, 1989
<TABLE>
<CAPTION>
AVERAGE
EARNINGS 10 15 20 25 30
-------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 40,000 $ 3,200 $ 4,800 $ 6,400 $ 8,000 $ 9,600
105,000 8,400 12,600 16,800 21,000 25,200
170,000 13,600 20,400 27,200 34,000 40,800
235,000 18,800 28,200 37,600 47,000 56,400
300,000 24,000 36,000 48,000 60,000 72,000
</TABLE>
The Company's Salaried Employee Pension Plan is a qualified
non-contributory defined benefit pension plan which is intended to be qualified
under the Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code of 1986, as amended (the "Plan"). In December 1988, the
Board of Directors approved the termination of the Plan and additional benefits
ceased accruing effective December 15, 1989 (the "Termination Date"). On June
29, 1990, the Company received approval from the Internal Revenue Service to
terminate the Plan and Plan assets were used to purchase annuities to cover the
accrued benefits of all Plan participants payable upon the employee's
retirement at age 65 or upon early retirement on or after age 55. The Plan
provided optional early retirement benefits, provided that the participant had
attained age 55 and completed at least ten years of service with the Company,
although after termination of the Plan, the participant no longer needs to
complete ten years of service with the Company to receive early retirement
benefits. The Plan covered all full-time employees, except certain employees
whose employment is governed by a collective bargaining agreement, who
completed one year of service (at least 1,000 hours) and attained the age of 21
years or completed three years of employment. Generally, monthly payments
based upon years of credited service and the employee's yearly earnings are
payable to or on behalf of each covered employee upon such employee's
retirement.
Benefits were calculated at 8/10 of 1% of annual earnings for each
credited year of service after the effective date of the Plan. Annual earnings
under the Plan were defined as gross earnings as reflected on an employee's
Form W-2. The maximum yearly pension benefit is the smallest of: (a) the
benefits credited to the employee under the benefit formula; or (b) 100% of the
employee's average yearly earnings (if over $10,000), in the three consecutive
years of highest earnings; or (c) the maximum yearly pension benefit under the
Plan ($98,064 as of the Termination Date). Benefits are fully vested after ten
years.
Mr. Stade has 17 credited years of service under the Plan and Mr.
Lianos has 7 years of credited service. The benefits payable under the Plan
are not subject to deduction for Social
-9-
<PAGE> 12
Security or other offset amounts. Estimated annual benefits payable as a life
annuity upon retirement at age 65 to persons retiring in 1994 are shown in the
table above according to "average earnings" (calculated as provided in the
Plan) and "years of service" (as defined in the Plan).
The Company makes a voluntary contribution to the Salaried Employees
401K Plan. The contribution in fiscal year 1994 amounted to $55,000,
distributed based upon employee base compensation.
COMPENSATION OF DIRECTORS
During the fiscal year ended October 31, 1994, Directors (other than
those who are also officers or employees of the Company) were paid $500 for
each Board of Directors meeting attended. Effective February 21, 1995, this
fee was increased to $750 per meeting attended. A $2,000 monthly fee is paid
to the Executive Committee members who are not employees of the Company. The
$2,000 monthly fee is a temporary measure that will continue only so long as
the Executive Committee's management oversight function continues. Effective
February 21, 1995, the Compensation Committee is paid $750 per meeting
attended.
EMPLOYMENT AGREEMENT WITH EXECUTIVE VICE PRESIDENT
On September 2, 1994 the Company executed an employment agreement with
William P. Lianos, effective as of July 1, 1994. Pursuant to the terms of the
Employment Agreement, Mr. Lianos is to perform those duties and
responsibilities assigned by the Board of Directors, which are to be
commensurate with his status as Chief Operating Officer and Chief Financial
Officer of the Company and its subsidiary, The McLaughlin Company. The
Employment Agreement provides for an annual salary of $130,000, payable in
semi-monthly installments plus any increases in the annual rate of compensation
which the Board may determine from time to time. In addition, the Board of
Directors may, but is not required to, determine a bonus to be paid to Mr.
Lianos pursuant to the Agreement for any fiscal year ending during the term of
the Agreement.
Mr. Lianos is also entitled to sole use of an automobile purchased or
leased for him by the Company and to receive such fringe benefits, including
participation in the profit sharing plan, medical benefits, term life insurance
and the like, as he was receiving on the date of the Agreement so long as the
Company maintains such plans for its executives.
In the event of his disability, Mr. Lianos is entitled to receive his
full salary unless the Board determines that such disability shall prevent him
from rendering services necessary in the performance of his duties for a period
of six consecutive months. In that event the Board may terminate his
employment, upon ten days prior notice delivered after expiration of such six
month period. Upon such termination, or upon his death, during the term of the
Agreement, Mr. Lianos (or his estate) is entitled to receive his full salary
through the last day of the month in which such
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<PAGE> 13
death or termination occurs plus 75% of the salary called for under the
Agreement during the remainder of the term of the Agreement, reduced by any
disability benefits received by him from insurance carriers with respect to
which insurance premiums were paid by the Company.
The Agreement expires June 30, 1996. The Agreement may be terminated,
prior to the expiration of its term, by the Company for cause as defined in the
Agreement.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors for the fiscal
year ending October 31, 1994 consisted of Messrs. Blank, Stevens, Knuppenburg
and Caputo (Mr. Caputo has since resigned from the Committee due to time
constraints but remains a member of the Board). With respect to compensation
awarded for that fiscal year, the Committee makes the following report:
The base salaries of the officers of the Company in effect at the
beginning of the fiscal year were established in prior fiscal years based upon
review of salaries paid to officers of comparable-size businesses in the
metropolitan Detroit area published in Crain's Detroit Business and other
studies made available to the Committee. In addition, for the fiscal year
ended October 31, 1993, the base compensation of Mr. Stade had been increased
in recognition of his assumption of the duties of President as successor to
Thomas M. Clark.
On September 21, 1993, the Board approved a temporary salary reduction
plan for salaried personnel pursuant to which salaries were temporarily reduced
by 13.3%. This plan was terminated during the fiscal year ended October 31,
1994 but was in effect for a portion of the year and therefore affected the
compensation paid to the Company's officers for the year.
In addition to their base salaries, at the beginning of the fiscal
year the officers were entitled to an unaccountable expense allowance in an
amount equal to the greater of $15,000 or 20% of the officer's base salary.
On June 30, 1994, the Board of Directors approved the Compensation
Committee's recommendation that the unaccountable expense allowance be
eliminated, effective July 1, 1994. The expense allowance was in effect for a
portion of the fiscal year and also affected the compensation paid to the
Company's officers for the year.
Also on June 30, 1994, the Board approved the Compensation Committee's
recommendation that the annual salary of Mr. Stade be established at $150,500,
effective July 1, 1994. The Compensation Committee recommended such salary in
conjunction with the elimination of the unaccountable expense allowance. The
Committee believed it preferable to determine a fixed number for such
compensation rather than an amount dependent in part on an expense allowance
not subject to substantiation.
-11-
<PAGE> 14
As mentioned above, the Company executed an employment agreement with
William P. Lianos, effective as of July 1, 1994, pursuant to which Mr. Lianos
receives an annual salary of $130,000 plus fringe benefits.
There was no bonus plan in effect for Company officers during the
fiscal year.
As a result of the combination of the foregoing, the compensation paid
to Mr. Stade in the fiscal year ended October 31, 1994 was 6.1% less than that
paid him in the prior fiscal year, and the compensation paid to Mr. Lianos in
the fiscal year ended October 31, 1994 was 3.1% greater than that paid him in
the prior fiscal year.
The compensation of Mr. Stade and Mr. Lianos was determined by the
Compensation Committee based upon its recognition of the salary reductions
experienced by them since September, 1993, the Committee's belief that their
salaries are reasonable for persons performing the functions performed by them
for companies of the size and character of the Company, and the Committee's
desire to stabilize their salaries to compensate in part for the elimination of
the unaccountable expense allowance. The Committee took cognizance of the
Company's improved financial performance in fiscal 1994 in establishing the
compensation to be paid to the officers; however, the Committee did not
establish or use any specific performance-based criteria, quantitative or
qualitative, in determining the compensation to be paid any officers.
Charles E. Blank
Clark V. Stevens
Kermit L. Knuppenburg
Anthony J. Caputo
-12-
<PAGE> 15
PERFORMANCE GRAPH
The SEC requires that the Company include in this Annual Report on
Form 10-K a line-graph presentation comparing cumulative, five-year shareholder
returns on an indexed basis with the S&P 500 Stock Index and companies in the
Company's peer group. For peer group purposes, the Company has compared such
shareholder returns with Federal Screw Works.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MRC 100 63 44 56 44 38
FSW 100 78 67 79 130 141
S&P 500 100 89 115 123 137 139
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN BUSINESS RELATIONSHIPS
Prior to January 1, 1995, Clark V. Stevens, a director of the Company,
was the President and owner of 50% of the stock of Regan & Stevens, P.C., a law
firm which provided services to the Company in the fiscal year ended October
31, 1994. The Company expects to retain Mr. Stevens' current firm, Clark V.
Stevens, Professional Corporation, during the current fiscal year.
Charles E. Blank, a director of the Company, is an associate of the
law firm of Buesser, Buesser, Black, Lynch, Fryhoff & Graham. The Company
proposes to retain this firm during the current fiscal year.
Kermit L. Knuppenburg, a director of the Company, son of Dorothy E.
Knuppenburg and brother-in-law of William B. Stade, performs commissioned sales
representative services for the Company through Select Sales, Inc. Amounts
paid by the Company for these services for the fiscal year ended October 31,
1994 were approximately $154,000.
COMPLIANCE WITH SECTION 16 REPORTING REQUIREMENTS
Anthony J. Caputo, who became a director on February 12, 1994, filed a
Form 3 reporting his beneficial ownership of Company securities on February 28,
1994. This filing was made
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<PAGE> 16
more than ten days after Mr. Caputo became a director and so was late under the
provisions of Section 16 of the Securities Exchange Act of 1934. Mr. Caputo
owned no shares of Company common stock at the time such Form 3 was filed and
continues to own no shares.
ACCOUNTANTS
Plante & Moran, independent public accountants, audited the financial
statements of the Company for the fiscal year ended October 31, 1994.
Representatives of Plante & Moran are expected to be present at the Annual
Meeting, will be afforded the opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions by
shareholders.
The audit services provided by Plante & Moran relating to the fiscal
year ended October 31, 1994, were examination of the Company's financial
statements and pension plan, assistance and consultation in connection with
filing Form 10-K and other reports with the Securities and Exchange Commission,
and consultation in connection with various accounting matters.
OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors is not
aware of any matters to be presented for action at the meeting other than those
described above. However, if any other matters should come before the meeting,
it is the intention of the persons named in the accompanying proxy to vote in
accordance with their judgment in such matters.
If any security holder of the Company wishes to present a proposal for
action at the annual meeting of the Company's shareholders to be held in April,
1996, such proposal shall be received at the Company's principal executive
offices not later than November 24, 1995.
A proposal to be presented at any meeting other than an annual meeting
of shareholders should be received a reasonable time before the solicitation is
made.
To avoid uncertainty as to the date on which a proposal was received
by the Board of Directors, it is suggested that proponents submit their
proposals by Certified Mail, Return Receipt Requested.
By Order of the Board of Directors
CLARK V. STEVENS, Secretary
Warren, Michigan
March 24, 1995
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RECEIPT IS HEREBY ACKNOWLEDGED OF THE NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT, EACH DATED MARCH 24, 1995 AND THE ANNUAL
REPORT OF MICHIGAN RIVET CORPORATION FOR THE YEAR ENDED OCTOBER 31, 1994.
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Dated ___________________________________ 1995
______________________________________________
Signature
______________________________________________
Signature if held jointly
Please sign exactly as name appears hereon. If the
stock is registered in the names of two or more
persons, each should sign. Executors, administrators,
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY trustees, guardians, attorneys and corporate officers
CARD PROMPTLY USING THE ENCLOSED ENVELOPE. should add their titles.
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MICHIGAN PROXY THIS PROXY IS SOLICITED ON
RIVET BEHALF OF THE BOARD OF DIRECTORS.
CORPORATION The undersigned hereby constitutes and appoints William B. Stade and
13201 STEPHENS ROAD William P. Lianos and each of them, as Proxies, each with power to
WARREN, MICHIGAN 48089 appoint his substitute, and hereby authorizes them to represent and to
vote as designated below, by action of a majority present (or, if only
one is present, then that one), all the shares of common stock of
Michigan Rivet Corporation held of record by the undersigned on February
24, 1995 at the Annual Meeting of Shareholders to be held at the offices
of Michigan Rivet Corporation, 13201 Stephens Road, Warren, Michigan
48089, on Friday, April 28, 1995, at 11:00 a.m., Detroit Time, or at any
adjournment thereof.
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1. ELECTION OF FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
DIRECTORS (except as marked to the contrary below) to vote for all nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEES STRIKE A LINE THROUGH THE NOMINEE'S NAME IN LIST BELOW.)
D. Knuppenburg, C. Stevens, W. Stade, C. Blank, W. Lianos, A. Livorine, K. Knuppenburg and A. Caputo.
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed hereby by the undersigned shareholder. If no
specification is made, this proxy will be voted for the election of the nominees named above and any substitute for any of
them.
(Continued, and to be signed, on other side)
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