<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
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] 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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
MICHIGAN RIVET CORPORATION
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1998
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 24,
1at 11:00 a.m., Detroit time, for the following purposes:
(a) To elect seven 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 20, 1998
<PAGE> 3
MICHIGAN RIVET CORPORATION
PROXY STATEMENT
ANNUAL MEETING TO BE HELD APRIL 24, 1998
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 24, 1998 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 20, 1998.
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
20, 1998 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, 1997, 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 which includes the power to vote, or direct the voting of, [his
or her shares], 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)(5) 152,482 24.0%
13201 Stephens Road, Warren, Michigan 48089
Anthony W. Livorine (4) 141,722 22.2%
4689 Crows Nest Court, Brighton, Michigan 48116
Frank C. Bellisario (6) 40,389 6.3%
38014 Rockhill, Clinton Township, Michigan 48036
Ronald M. Bellisario (7) 39,699 6.2%
4964 Deer Creek Circle N., Washington, MI 48094
Doreen E. Paulson (8) 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, Chairman of the
Board 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) Includes 11,960 shares held jointly with Mr. Knuppenburg's spouse.
(6) Does not include 2,200 shares owned by Mr. Bellisario's wife.
(7) Does not include 2,200 shares owned by Mr. Bellisario's wife.
(8) Does not include 4,200 shares owned by Mrs. Paulson's husband.
ELECTION OF DIRECTORS
Seven 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 seven nominees for election to the Board of Directors. All of the nominees
are currently directors of the Company, elected at the 1997 Annual Shareholder's
Meeting and have served as directors since first elected as such.
Directors shall be elected by a plurality of the votes cast at the
Annual Meeting. 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 seven nominees named
below and an equal number of votes will be cast for each nominee. If, as a
result of circumstances not known or foreseen, any of such nominees shall be
unavailable to serve as a director, such 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 seven nominees.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTOR
CONTINUOUSLY
NAME AND AGE PRINCIPAL OCCUPATION SINCE
- ------------ -------------------- ------------
<S> <C> <C>
William B. Stade, 60 President of the Company 1971
and Chairman of the Board
Clark V. Stevens, 64 Attorney at Law, Clark V. Stevens, P.C., 1974
St. Clair Shores, Michigan
Charles E. Blank, 60 President, Air-Way 1977
Manufacturing, Olivet, Michigan,
manufacturer of steel fittings for
hydraulic systems; Associate, Buesser,
Buesser, Black, Lynch, Fryhoff & Graham,
Detroit, Michigan, attorneys
Kermit L. Knuppenburg, 56 Vice President, Select Sales, Inc., 1994
Mt. Clemens, Michigan, a
manufacturer's representative
William P. Lianos, 61 Executive Vice President, Treasurer 1993
and Chief Operating Officer of the
Company
Anthony W. Livorine, 70 Retired Vice President of Sales, 1993
Textron, Townsend Division
Anthony J. Caputo, 54 President, Caputo Brosnan, P.C. 1994
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:
William B. Stade became Chairman of the Board effective August 1996
and President of the Company effective April 1992. Prior thereto, he
had been Executive Vice President of the Company for more than the
past five years.
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.
-4-
<PAGE> 7
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. Clark V. Stevens, Professional Corporation, provided
services to the Company during the fiscal year ended October 31,
1997, and the Company expects to retain such firm to perform legal
services during the current fiscal year.
Charles E. Blank is an associate of the law firm Buesser, Buesser,
Black, Lynch, Fryhoff & Graham, which has 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.
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 and Kermit L. Knuppenburg are brothers-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 also established a Search Committee, composed of
Messrs. Stevens Knuppenburg and Lianos, to find a potential successor to the
Chief Executive Officer and Chief Operating Officer positions.
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.
During the fiscal year ended October 31, 1997, the Board met five
times, the Compensation Committee met two times, and the Search Committee met
one time. The Executive Committee met monthly during the year.
-5-
<PAGE> 8
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, 1997.
<TABLE>
<CAPTION>
NAME AND AGE OFFICE AND LENGTH OF SERVICE
<S> <C>
William B. Stade, 60 Chairman of the Board since August 1996 and President since
April 1992. Prior thereto, Executive Vice President since 1971.
Clark V. Stevens, 64 Secretary since 1977.
William P. Lianos, 61 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, Stevens and Lianos
is set forth under "Election of Directors."
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, 1997, the named executive officers and all directors and officers of the
Company as a group, calculated as of December 31, 1997. 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>
William B. Stade (1) 2,266 *
Clark V. Stevens (2) 14,220 2.2%
Charles E. Blank 973 *
William P. Lianos (3) 3,020 *
Anthony W. Livorine (4) 141,722 22.2%
Kermit L. Knuppenburg (5) 152,482 24.0%
Anthony J. Caputo 0 *
------- ----
All directors and executive officers
as a group
(7 persons) (6) 174,361 27.3%
======= ====
</TABLE>
----------------------
* Less than 1%
-6-
<PAGE> 9
(1) See footnotes 3 and 4 under "Principal Shareholders".
(2) Includes 3,120 shares held jointly with Mr. Stevens' spouse; and 11,100
shares held individually by Mr. Stevens.
(3) Shares are held jointly with Mr. Lianos' spouse.
(4) Includes 1,400 shares held by Mr. Livorine. See footnote 4 to the table
under "Principal Shareholders" for balance.
(5) Includes 11,960 shares held jointly with Mr. Knuppenburg's spouse. See
footnotes 2 and 4 to the table under "Principal Shareholders".
(6) 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: 140,322 shares indicated for both Mr.
Livorine and Mr. Knuppenburg held in the D.E. Knuppenburg Grantor
Retained Income Trust, of which they are co-trustees.
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.
SUMMARY COMPENSATION TABLE (1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME AND PRINCIPAL ANNUAL ALL OTHER
POSITION YEAR COMPENSATION COMPENSATION(2)
------------------ ---- ------------ ---------------
<S> <C> <C> <C>
William B. Stade 1997 $ 150,500 $ 29,885
Chief Executive Officer 1996 150,500 26,315
1995 150,500 19,783
William P. Lianos 1997 154,167 82,236
Executive Vice President, 1996 142,500 71,221
Treasurer 1995 130,000 51,312
</TABLE>
-7-
<PAGE> 10
(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 and bonuses paid under the Company's Incentive
Compensation Plan.
ANNUITY, PENSION OR RETIREMENT BENEFITS
ANNUAL BENEFIT EXAMPLES AT AGE 65 IN 1996
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
-8-
<PAGE> 11
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 Security or other offset amounts.
Estimated annual benefits payable as a life annuity upon retirement at age 65
to persons retiring in 1996 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
401(k) Plan. The contribution in fiscal year 1997 amounted to $66,354,
distributed based upon employee base compensation.
COMPENSATION OF DIRECTORS
During the fiscal year ended October 31, 1997, directors (other than
those who are also officers or employees of the Company) were paid $750 for
each Board of Directors 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. Members of
the Compensation Committee are paid $750 per meeting attended. Members of the
Executive Search Committee are 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, 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.
-9-
<PAGE> 12
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 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.
Under its original term, the Agreement was to expire June 30, 1996.
At the meeting of the Board of Directors on December 20, 1995, the
Compensation Committee recommended and the Board of Directors approved an
extension of the Employment Agreement through October 31, 1998, and an increase
in the annual salary to $145,000, effective January 1, 1996. At the meeting of
the Board of Directors on December 18, 1996, the Compensation Committee
recommended and the Board of Directors approved an increase in the annual
salary to $156,000, effective January 1, 1997. At the meeting of the Board of
Directors on December 17, 1997, the Compensation Committee recommended and the
Board of Directors approved an extension of the Employment Agreement through
October 31, 2001, and an increase in the annual salary to $172,500 effective
January 1, 1998. 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, 1997 consisted of Messrs. Blank, Stevens and
Knuppenburg. With respect to compensation awarded for that fiscal year, the
Committee makes the following report:
Mr. Stade's annual salary remains at $150,500, which was effective
July 1, 1994.
As mentioned above, the Board of Directors approved an additional
extension to the employment agreement with William P. Lianos and
increased his base salary, effective January 1, 1998, to $172,500. The
Compensation Committee recommended this extension and increase in recognition
of the Company's improved performance in the 1995, 1996 and 1997 fiscal years,
Mr. Lianos' performance of his responsibilities and duties, and the scope of
duties assigned to Mr. Lianos.
An Incentive Compensation Plan for all exempt salaried employees
including officers was in effect for the fiscal year ended October 31,
1997. The Board of Directors approved a new Incentive Compensation Plan for the
fiscal year ending October 31, 1998. The new incentive plan provides for the
creation of an incentive bonus pool equal to 20% of the Company's consolidated
pretax profits in excess of $1,450,000. However, the Bonus Pool for 1998 shall
not exceed $405,000. In calculating pretax profits, (1) bonuses paid under the
incentive plan or any other bonuses for the fiscal year will not be included as
expenses, and (2) gains from non-operational transactions (such as
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<PAGE> 13
equipment sales or receipt of life insurance proceeds, for example) will not be
included as profits. 40% of the bonus pool is reserved for payment to Mr. Lianos
and Mr. Stade, except that payments to Mr. Lianos may not exceed 60% of his base
salary and payments to Mr. Stade may not exceed 40% of his base salary. The
remaining 60% of the bonus pool is to be paid to the Company's General
Operations Manager, other Corporate Managers and other exempt salaried personnel
as determined by the Company's Chief Operating Officer (Mr. Lianos) based on his
determination of the relative contribution of such individuals to the pretax
profits. The bonus paid to the General Operations Manager, Sales Manager and/or
Chief Engineer, may not exceed 50% of their respective base salaries, while
bonuses to other Corporate Managers and other exempt salaried personnel may not
exceed 25% and 15%, respectively, of their base salaries. The incentive bonus
plan is effective only for the fiscal year ending October 31, 1998.
It is the Compensation Committee's belief that the salaries for Mr.
Stade and Mr. Lianos are reasonable for persons performing the functions
performed by them for companies of the size and character of the Company.
The Committee took cognizance of the Company's continuing improved financial
performance in fiscal 1997 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
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
For its most recent fiscal year, the Company is not aware of the
failure of any director, officer or beneficial owner of more than 10% of
the Company's equity securities to file timely any report on Form 3, 4 or 5
required under Section 16(a) of the Securities Exchange Act of 1934.
-11-
<PAGE> 14
PERFORMANCE GRAPH
The SEC requires that the Company include in this Statement 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
[ADD GRAPH FROM HARD COPY]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN BUSINESS RELATIONSHIPS
Clark V. Stevens, a director of the Company, is the President and
owner of Clark V. Stevens, Professional Corporation, a law firm which provided
services to the Company in the fiscal year ended October 31, 1997. In
1997, Clark V. Stevens, Professional Corporation, was paid fees for services by
the Company in the amount of $10,925. 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, 1997 were approximately $312,000.
-12-
<PAGE> 15
ACCOUNTANTS
Plante & Moran, independent public accountants, audited the financial
statements of the Company for the fiscal year ended October 31, 1997.
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, 1997, 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, 1999, such proposal shall be received at the Company's principal
executive offices not later than November 20, 1998.
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 20, 1998
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MICHIGAN PROXY THIS PROXY IS SOLICITED ON
RIVET BEHALF OF 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 20,
1998 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 24, 1998, at 11:00 a.m., Detroit Time, or at any
adjournment thereof.
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 NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
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 SPECIFI-
CATION 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.)
Receipt is hereby acknowledged of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated March 20, 1998
and the Annual Report of Michigan Rivet Corporation for the year ended October 31, 1997.
Dated:___________________________, 1998
_______________________________________
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, ad-
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY ministrators, trustees, guardians, attorneys and
CARD PROMPTLY USING THE ENCLOSED ENVELOPE. corporate officers should add their titles.
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