<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file
March 31, 1997 Number 0-17039
American Rice, Inc.
(Exact name of registrant as specified in its charter)
Texas 76-0231626
(State of Incorporation) (I.R.S. Employer
Identification No.)
411 North Sam Houston Parkway East
Houston, Texas 77060
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (281) 272-8800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $1.00 per share
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of August 7, 1997, 2,443,667 shares of the Registrant's Common Stock, par
value $1 per share, were outstanding, and the aggregate market value of the
outstanding Common Stock, $1 par value, of the Registrant held by non-
affiliates of the Registrant as of August 7, 1997, based on the average bid
and asked prices for these shares on the NASDAQ System, was $4,060,604.
Documents Incorporated by Reference - None
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. [ ]
<PAGE>
Item 3: Legal Proceedings
The Company is involved in legal proceedings that arise in the ordinary course
of its business, all of which are routine in nature except for the matters
noted below. While the results of such litigation cannot be predicted with
certainty, the Company believes that the resolution of such legal proceedings,
including the matters noted below, will not have a material adverse effect on
the consolidated financial position or consolidated results of operations of
ARI; however, as with any litigation, the ultimate outcome is unknown.
Accordingly, no provision for any liability that might result has been made in
the Consolidated Financial Statements.
In April 1995, a lawsuit was filed in the district court of Harris County,
Texas by Kingwood Lakes South, L.P. and Tenzer Company, Inc. as plaintiffs
against G.D. Murphy and D.A. Murphy, Chairman and President, respectively, of
ARI and ERLY. ARI and ERLY were named as codefendants in the lawsuit by an
amendment to the original petition in September 1995. This is a dispute
between the general partner of a proposed real estate development and G.D.
Murphy and D.A. Murphy. Damages sought are in the range of $10 million, plus
attorneys' fees and punitive damages. ARI and ERLY were named as defendants in
the lawsuit because of their actions to obtain restraining orders to prevent
threatened foreclosures on ERLY common stock pledged as collateral by G.D.
Murphy and to stop interference by the plaintiff in the lawsuit with ARI's
mortgage note financing, as well as certain other alleged activities,
including knowing participation in breaches of fiduciary duties, civil
conspiracy with the Murphys, and conversion. The plaintiff recently added a
claim that the Company and ERLY were the alter egos of the Murphys. In order
to minimize legal expenses, ARI, ERLY, and the Murphys are using common legal
counsel in this matter and have agreed to share legal expenses ratably.
The Company has also been named as a codefendant with Messrs. John M. Howland
and George E. Prchal in a lawsuit filed in February 1997 in the U.S. District
Court for the Southern District of Texas by Rice Milling & Trading
Investments, LTD., an Isle of Man Company ("RMTI"). In 1994, ARI entered into
an agreement with RMTI for processing the Company's rice through RMTI's
facility in Jeddah, Saudi Arabia. Messrs. Howland and Prchal were officers of
RMTI through January 1997 and have also been directors of ARI since October
1993 and prior to October 1993 were officers of ARI (See Item 10 herein). In
January 1997, RMTI ceased shipping ARI's rice through its Jeddah facility and
terminated the employment of Messrs. Howland and Prchal. The lawsuit alleges
among other things ARI failed to perform under the terms of the agreement and
Messrs. Howland and Prchal breached their fiduciary duties to RMTI. On April
21, 1997, ARI obtained a restraining order from the U.S. District Court for
the Southern District of Texas ordering RMTI to desist and refrain from
purchasing rice of U.S. or Vietnam origin from any supplier other than ARI and
from introducing and/or marketing rice of U.S. and Vietnam origin in Saudi
Arabia targeted against ARI's U.S. origin and Vietnam origin rice.
On July 24, 1997, Farmers Rice Milling Company ("FRM"), a Louisiana
corporation and beneficial owner of 171,933 shares of ERLY, filed a derivative
complaint on behalf of ARI and ERLY against Gerald D. Murphy, Douglas A.
Murphy, the Company, and ERLY in the United States District Court, Central
District of California. The complaint alleges among other things that Gerald
D. Murphy endangered ARI and ERLY by pledging ERLY stock owned personally by
him, as part of a proposed real estate development (see above paragraph
regarding Tenzer lawsuit). Both the Company and ERLY are nominal defendants.
The lawsuit was brought on behalf of the Company and ERLY.
Page 1<PAGE>
Item 11: Executive Compensation
Director Compensation. Directors who are not executive officers of the Company
are paid $2,000 per quarter plus $1,500 for each board meeting attended and
$1,100 for each committee meeting attended except that committee meetings held
on the same day as board meetings are not compensated separately. During the
fiscal year ended March 31, 1997, Messrs. John M. Howland and George Prchal
each received $100,000 for certain international marketing services provided
to ARI. See "Certain Relationships and Related Transactions."
Executive Officer Compensation. The following table sets forth information for
the years ended March 31, 1995 to 1997, for the Chief Executive Officer of ARI
and the four other most highly compensated executive officers of the Company:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
--------------------------- All
Year Other Restricted Other
Ended Compen- Stock Compen-
Name and Principal Position March 31, Salary Bonus(2) sation(3)Awards(2)(4) sation(5)
- ------------------------------- ------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Murphy 1997 $234,000 $ 43,665 $6,784 $10,725 $6,000
Director, President and 1996 225,000 100,000 5,000 - 5,319
Chief Executive Officer 1995 207,000 69,552 5,791 17,890 8,914
Gerald D. Murphy 1997 189,750 56,535 7,542 17,025 6,000
Director 1996 178,750 100,000 6,630 - 5,609
Chairman of the Board 1995 170,500 57,288 7,233 14,736 9,060
Bill J. McFarland 1997 210,000 29,325 3,893 7,425 6,000
Senior Vice President 1996 204,000 - 5,555 - 4,002
1995 198,000 55,400 4,075 4,263 7,500
John S. Poole 1997 176,000 24,613 6,876 6,187 6,000
Senior Vice President 1996 171,000 5,000 5,356 - 3,392
1995 165,000 46,200 6,509 11,886 7,500
Lee Adams 1997 171,000 23,275 11,928 5,775 6,000
Senior Vice President 1996 166,000 - 9,815 - 3,252
1995 160,000 44,800 9,100 11,524 6,017
</TABLE>
(1) Amounts earned for services performed for ERLY and its other
subsidiaries, not included in the table above, are as follows:
<TABLE>
<CAPTION>
Annual Compensation
--------------------------- All
Year Other Restricted Other
Ended Compen- Stock Compen-
Name March 31, Salary Bonus sation(3) Awards(4) sation(5)
- ------------------------------- ------- ------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Murphy 1997 $25,000 $45,000 $ - $ 82,500 $ -
1996 25,000 - - - -
1995 23,000 23,728 - 18,968 -
Gerald D. Murphy 1997 146,250 45,000 - 82,500 -
1996 146,250 - - - -
1995 139,500 62,872 - 29,038 -
</TABLE>
Page 2<PAGE>
(2) In fiscal 1995, ARI's shareholders and Board of Directors adopted an
Incentive Compensation Plan (the "Incentive Plan"), pursuant to which certain
key officers of ARI are entitled to receive bonuses, in addition to other
compensation they may receive from ARI, of 80% cash and 20% ERLY or ARI common
stock if the minimum Return on Equity (as defined in the Incentive Plan) of
ARI is achieved. Bonuses under the Incentive Plan are 70% earned in the year
the Return on Equity is 15% or greater and the remaining 30% will be earned in
the following year if ARI achieves a Return on Equity of 15% or greater in
such subsequent fiscal year. Unvested bonuses awarded that would otherwise be
available under the Incentive Plan in the subsequent fiscal year will be
forfeited upon a participant's voluntary termination of employment.
Furthermore, no shares of stock issued under the Incentive Plan can be
transferred for one year following issuance. The Incentive Plan is not subject
to any provisions of ERISA.
(3) Amounts include: (i) the cost of Company provided automobiles relating to
personal use, (ii) the taxable value of life insurance provided by the
Company, and (iii) reimbursements under the Company's Executive Medical Plan.
Under this Plan, key executive officers are reimbursed for expenses incurred
by them and their dependents for medical and dental care not covered by other
sources.
(4) Amounts include awards of restricted ERLY common stock. The number of
shares of this stock held and market value at March 31, 1997, were as follows:
Name Shares Market Value
- ------------------ --------- ----------
Douglas A. Murphy 11,300 $93,225
Gerald D. Murphy 11,700 99,525
Bill J. McFarland 900 7,425
John S. Poole 750 6,187
Lee Adams 700 5,775
Such shares are restricted for a one-year period from date of issuance.
(5) Amounts include Company contributions to the ERLY Employees' Profit
Sharing Retirement Plan.
Stock Options and Stock Appreciation Rights. The following table presents
information on ERLY common stock options held by the executive officers named
in the Summary Compensation Table at the end of fiscal 1997.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Fiscal 1997
and March 31, 1997 Option/SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs In-The-Money Options/SARs
Acquired on Value at March 31, 1997 at March 31, 1997(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- ---------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Murphy - - 84,186 - $394,832 -
Gerald D. Murphy - - - - - -
Bill J. McFarland - - 33,674 - 157,931 -
John S. Poole - - - - - -
Lee Adams - - - - - -
</TABLE>
Page 3<PAGE>
(1) Market value of underlying ERLY securities at March 31, 1997 ($8.25),
less the exercise price. The values in the last two columns have not been, and
may never be, realized by the officers. Actual gains, if any, on option
exercises will depend on the value of the ERLY's common stock on the date of
exercise. Any ERLY common stock acquired through exercising these options
cannot be sold for a period of one year after the exercise date.
Employment Agreements
The Company has outstanding employment agreements with Messrs. Gerald D.
Murphy, Chairman, and Lee Adams, Senior Vice President effective July 1997 and
September 1987, respectively. The agreements provide that, as employees,
Messrs. Murphy and Adams shall be entitled to certain benefits for a five-year
term commencing (i) on the date of termination, if termination is by notice of
ARI and there has been no Change of Control (as defined), (ii) on the
occurrence of a Benefits Event (as defined) following a Change of Control, if
termination is at the option of the employee, or (iii) on the occurrence of
the last Change of Control preceding the date of termination, if termination
is by notice of ARI. Under the terms of the employment agreements, such
benefits are provided unless termination is both, at the option of the
employee and in the absence of a Change of Control. A Change of Control is
deemed to occur if (i) any person becomes beneficial owner of 25% or more of
the voting power of ARI (or ERLY in the case of Mr. Murphy) or (ii) during any
consecutive years, the individuals comprising a majority of the Board of
Directors of ARI (or ERLY in the case of Mr. Murphy) at the beginning of such
period shall cease to constitute a majority. Generally, benefits payable under
the employment agreements include: continuation of the employee's base
salary, continuation of the employee's participation in profit sharing,
pension and other executive compensation plans, various health care and
disability plans, the right to a cash bonus in the amount of the bonus last
received if ARI awards a cash bonus to any member of the Executive Group (as
defined) during such five-year period, and indemnification for judgments,
fines and expenses incurred by the employee by reason of his serving as an
officer. In consideration of these benefits, Messrs. Murphy and Adams agreed
not to compete with ARI or to disclose any confidential information of ARI
during the five-year period during which they are to receive such benefits. If
ARI or its successor fails to make timely payments as required by the
employment agreements, liquidated damages are set at treble the amount of such
untimely payments. Certain amounts that may be paid under the employment
agreement upon termination may be deemed to be "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code and, as such,
would not be deductible by ARI for federal income tax purposes.
Other Compensation. ARI also provides certain non-cash compensation and
personal benefits to executive officers. The incremental cost to ARI of
providing such compensation and personal benefits did not, for the fiscal year
ended March 31, 1997, exceed $25 thousand or 10 percent of compensation for
any individual named in the cash compensation table above, or, with respect to
all executive officers as a group, the amount of $25 thousand times the number
of executive officers or 10 percent of the compensation for such group.
Item 12: Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the share ownership of ARI's Common Stock, the
Series A Preferred Stock, and the Series B Preferred Stock at July 25, 1997
(i) owned by ERLY Industries Inc. ("ERLY"), the only person or entity known to
own more than five percent of the outstanding voting shares of any of the
voting capital stock of the Company; (ii) each director of the Company; (iii)
each executive officer named in the Summary Compensation Table; (iv) all
directors and executive officers of the Company and its subsidiaries as a
group; and (v) all other known owners of five percent or more of ERLY common
Page 4<PAGE>
stock. Except as indicated, each of the stockholders has sole voting power
and investment power with respect to the shares beneficially owned by such
stockholder.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name and Address of Beneficial Owner Title of Class Beneficial Ownership of Class
- ----------------------------------- ------------------------ -------------------- --------
<S> <C> <C> <C>
ERLY Industries Inc. Common Stock 7,155,554(5) 81%
10990 Wilshire Blvd. Series A Preferred Stock 777,777(5) 100
Suite 1800 Series B Preferred Stock 2,800,000(5) 100
Los Angeles, CA 90024
Gerald D. Murphy (1) Common Stock 7,155,554(5) 81%
10990 Wilshire Blvd. Series A Preferred Stock 777,777(5) 100
Suite 1800 Series B Preferred Stock 2,800,000(5) 100
Los Angeles, CA 90024
Douglas A. Murphy (2) Common Stock 7,155,554(5) 81%
411 N. Sam Houston Parkway East Series A Preferred Stock 777,777(5) 100
Suite 600 Series B Preferred Stock 2,800,000(5) 100
Houston, TX 77060
William H. Burgess (3) Common Stock 7,155,554(5) 81%
550 Palisades Drive Series A Preferred Stock 777,777(5) 100
Palm Springs, CA 92262 Series B Preferred Stock 2,800,000(5) 100
Kennedy Capital Management, Inc. (4) Common Stock 7,155,554(5) 81%
10829 Olive Blvd. Series A Preferred Stock 777,777(5) 100
St. Louis, MO 63141 Series B Preferred Stock 2,800,000(5) 100
S.C. Bain, Jr., Director Common Stock 22,213(6) -
P.O. Box 250
Bunkie, LA 71322
John M. Howland, Director - - -
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
Richard N. McCombs, Director - - -
Executive Vice President and
Chief Financial Officer
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
George E. Prchal, Director - - -
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
Lee Adams Common Stock 283 -
Senior Vice President
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
Bill J. McFarland - - -
Senior Vice President and President,
Comet American Marketing Division
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
John S. Poole - - -
Senior Vice President
411 North Sam Houston Parkway East
Suite 600
Houston, TX 77060
All directors and executive
officers as a group (13 persons) Common Stock 7,178,050 81%
</TABLE>
Page 5<PAGE>
(1) Mr. Gerald D. Murphy, Chairman of the Board of ERLY, is the record holder
of 951,515 shares of ERLY common stock. Mr. Murphy's indirect beneficial
ownership represents 636,302 shares of ERLY common stock owned 1) directly by
his son Douglas A. Murphy, President of the Company, and 2) held in trust for
his grandson. Of this total, Gerald D. Murphy has voting control of the 5,050
shares held in trust for his grandson, however, he denies holding voting or
investment control of the balance of the 631,252 shares owned directly by his
son, Douglas A. Murphy.
(2) Douglas A. Murphy, President and a director of ERLY, is the record holder
of 547,066 shares of ERLY common stock and has the right to acquire an
additional 84,186 shares of ERLY common stock by exercise of options described
under "Executive Compensation".
(3) William H. Burgess, a director of ERLY, beneficially owns 210,000 shares
of ERLY common stock, representing approximately 4.1% of the outstanding
shares.
(4) Kennedy Capital Management, Inc. owns 585,518 shares of ERLY common
stock, representing approximately 11.4% of the outstanding shares of ERLY
common stock.
(5) ERLY has sole voting and dispositive power over such shares. ERLY has
pledged these shares to secure the payment of ARI's term debt. 200,000 of
these shares are pledged to former lenders of ARI to secure the obligations of
ERLY on promissory notes aggregating $3.0 million.
(6) Mr. Bain has sole voting and dispositive power with respect to 1,482
shares and shared voting and dispositive power with respect to 20,731 shares.
Item 13: Certain Relationships and Related Transactions
ARI has entered into a number of transactions in the ordinary course of
business with ERLY and its affiliates.
At March 31, 1997 and 1996, amounts due from ERLY are summarized as follows:
March 31,
----------------------
1997 1996
--------- ---------
(in thousands)
15% loan balance $ 9,500 $10,500
Accrued interest - 15% loan 1,705 949
6% loan balance 12,961 13,346
--------- ---------
$24,166 $24,795
========= =========
Net proceeds of $10.5 million of the $100 million notes issued in August,
1995, were used to make a 15% loan to ERLY which is due in 2001.
Under the terms of the 15% loan, ERLY is obligated to pay principal and
interest annually by offsetting payments due ERLY from ARI under the tax
sharing agreement. Such offsets shall be applied first to reduce principal
(up to $.5 million), then to pay interest accrued and payable, and then to
further reduce outstanding principal. ERLY will be responsible for paying
cash to pay principal to the extent such offsets are less than $.5 million and
may defer payment of interest to the extent such offsets are not available for
such payment. The terms of this 15% loan may not be modified without the
Page 6<PAGE>
consent of a majority of the holders of the Mortgage Notes. As security for
payments due on the 15% loan, ERLY has issued a warrant equivalent to 7.5% of
the then issued and outstanding voting common stock of ERLY, exerciseable at
$0.01 per share after any payment default, which warrant will be reduced
proportionately by the amount of all principal payments made on the 15% loan
and canceled automatically upon payment in full of the principal of the 15%
loan.
In fiscal year 1994, intercompany payables and receivables were netted,
resulting in an obligation owed to ARI by ERLY that is reflected in a note
receivable from ERLY bearing an interest rate of 6% and maturing in 2002. In
addition, all intercompany transactions not settled quarterly accrue interest
at 6%. The note is payable out of one half of dividends received by ERLY on
the Series B Preferred Stock until the 15% loan to ERLY is paid in full, at
which time the 6% note will be payable by offsets against tax sharing
agreement payments due ERLY from ARI and one-half of any dividends received on
the Series B Preferred Stock.
In fiscal year 1994, ARI entered into a management agreement between ERLY and
ARI whereby ERLY acts as ARI's agent for the purpose of providing certain
marketing, operating and management services to ARI. In exchange for such
services, ARI is to pay ERLY a monthly management fee of $80 thousand. For the
years ended March 31, 1997 and 1996, no management fees were incurred by
agreement between the Company and ERLY. The accrual for such fees was resumed
on April 1, 1997.
In October 1996, ARI entered into a new seven year lease agreement for office
space in Houston, Texas with a limited partnership owned directly and
indirectly by Douglas A. Murphy, President, and Gerald D. Murphy, Chairman, of
the Company. ARI's annual lease expense ranges from approximately $600,000 in
the first year to approximately $740,000 in the seventh year, which management
believes is comparable to, or better than, rates for similar office space in
the proximity. At June 30, 1997, ARI had an account receivable of $101,639
related to amounts paid on behalf of the limited partnership.
During the fiscal year ended March 31, 1997, Gerald D. Murphy, Chairman of the
Company, received officer advances of $85,000 which was the largest amount
outstanding during the fiscal year. The amount outstandng at July 31, 1997 was
$44,192. No interest is charged on the advances.
During the fiscal year ended March 31, 1997, Messrs. John M. Howland and
George Prchal, Directors of ARI, each received $100,000 for certain
international marketing services provided to ARI.
In April 1995, a lawsuit was filed in the district court of Harris County,
Texas by Kingwood Lakes South, L.P. and Tenzer Company, Inc. as plaintiffs
against G.D. Murphy and D.A. Murphy, Chairman and President, respectively, of
ARI and ERLY. ARI and ERLY were named as codefendants in the lawsuit by an
amendment to the original petition in September 1995. This is a dispute
between the general partner of a proposed real estate development and G.D.
Murphy and D.A. Murphy. Damages sought are in the range of $10 million, plus
attorneys' fees and punitive damages. ARI and ERLY were named as defendants in
the lawsuit because of their actions to obtain restraining orders to prevent
threatened foreclosures on ERLY common stock pledged as collateral by G.D.
Murphy and to stop interference by the plaintiff in the lawsuit with ARI's
mortgage note financing, as well as certain other alleged activities,
including knowing participation in breaches of fiduciary duties, civil
conspiracy with the Murphys, and conversion. The plaintiff recently added a
claim that the Company and ERLY were the alter egos of the Murphys. In order
to minimize legal expenses, ARI, ERLY, and the Murphys are using common legal
counsel in this matter and have agreed to share legal expenses ratably.
Page 7<PAGE>
The Company has also been named as a codefendant with Messrs. John M. Howland
and George E. Prchal in a lawsuit filed in February 1997 in the U.S. District
Court for the Southern District of Texas by Rice Milling & Trading
Investments, LTD., an Isle of Man Company ("RMTI"). In 1994, ARI entered into
an agreement with RMTI for processing the Company's rice through RMTI's
facility in Jeddah, Saudi Arabia. Messrs. Howland and Prchal were officers of
RMTI through January 1997 and have also been directors of ARI since October
1993 and prior to October 1993 were officers of ARI (See Item 10 herein). In
January 1997, RMTI ceased shipping ARI's rice through its Jeddah facility and
terminated the employment of Messrs. Howland and Prchal. The lawsuit alleges
among other things ARI failed to perform under the terms of the agreement and
Messrs. Howland and Prchal breached their fiduciary duties to RMTI. On April
21, 1997, ARI obtained a restraining order from the U.S. District Court for
the Southern District of Texas ordering RMTI to desist and refrain from
purchasing rice of U.S. or Vietnam origin from any supplier other than ARI and
from introducing and/or marketing rice of U.S. and Vietnam origin in Saudi
Arabia targeted against ARI's U.S. origin and Vietnam origin rice.
On July 24, 1997, Farmers Rice Milling Company ("FRM"), a Louisiana
corporation and beneficial owner of 171,933 shares of ERLY, filed a derivative
complaint on behalf of ARI and ERLY against Gerald D. Murphy, Douglas A.
Murphy, the Company, and ERLY in the United States District Court, Central
District of California. The complaint alleges among other things that Gerald
D. Murphy endangered ARI and ERLY by pledging ERLY stock owned personally by
him, as part of a proposed real estate development (see above paragraph
regarding Tenzer lawsuit). Both the Company and ERLY are nominal defendants.
The lawsuit was brought on behalf of the Company and ERLY.
Page 8<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- ------- -----------------------------------------------------------------
(a) 1. Consolidated Financial Statements Page
--------------------------------- ------
Independent Auditors' Report............................. F - 1
Consolidated Balance Sheets - March 31, 1997 and 1996 ... F - 2
Consolidated Statements of Operations - Years Ended
March 31, 1997, 1996 and 1995 ........................... F - 4
Consolidated Statements of Cash Flows - Years
Ended March 31, 1997, 1996 and 1995 ..................... F - 5
Consolidated Statements of Stockholders' Equity -
Years Ended March 31, 1997, 1996 and 1995 ............... F - 6
Notes to Consolidated Financial Statements .............. F - 7
2. Financial Statement Schedules
-----------------------------
Schedule II - Valuation and Qualifying Accounts......... S - 1
All other schedules are omitted because they are not applicable.
3. Exhibits
--------
3.1 - Articles of Incorporation of ARI, as amended (1)
3.2 - Bylaws of ARI, as amended (1)
4.1 - Forms of Stock Certificate of ARI representing the Common
Stock and the Preferred Stock (1)
4.2 - Articles of Incorporation of ARI, as amended (1)
4.3 - Bylaws of ARI, as amended (1)
4.6 - Loan Agreement dated December 1, 1985, between Brazos Harbor
Industrial Development Corporation and Predecessor ARI (1)
4.7 - Trust Indenture dated December 1,1985, between Brazos Harbor
Industrial Development Corporation and Texas Commerce Bank
N.A. ("TCB") governing the issuance of Variable Rate Demand
Marine Terminal Revenue Bonds (1)
4.8 - Form of Indenture by and among the Registrant and U.S. Trust
Company of Texas with respect to the $100,000,000 American
Rice, Inc. 13% Mortgage Notes due 2002 with Contingent
Interest (incorporated by Reference to Exhibit 4.1 of
Registrant's Form S-1 File #33-60539
10.1 - Ground lease dated June 6, 1985, between Brazos River Harbor
Navigation District and Predecessor ARI (1)
10.3 - Agreement for Construction of Facilities at Freeport, Texas,
dated August 1, 1985, between Borton, Incorporated and
Page 9<PAGE>
Predecessor ARI (1)
10.4 - Forms of Employment Agreement between Predecessor ARI and
certain senior officers (1)
10.15 - Asset Purchase Agreement dated March 23, 1993, as amended
between ARI, ERLY and Comet (1)
10.16 - Management Agreement dated May 25, 1993, between ERLY and
ARI (1)
10.17 - Tax Agreement dated May 25, 1993, among ARI, ERLY and
Comet (1)
10.22 - Lease dated October 1, 1974, as amended April 9, 1979, by
and between Colusa-Glenn Drier Company and
Comet (1)
10.23 - Secured Credit Agreement between American Rice, Inc. as
Borrower and Harris Trust and Savings Bank (1)
10.24- Amended and Restated Secured Credit Agreement between
American Rice, Inc. as Borrower and Harris Trust and Savings
Bank (1)
10.25 - Form of Employment Agreement between ARI and
Gerald D. Murphy (2)
11.1 - Computation of Earnings per Share (2)
21 - Subsidiaries of ARI (2)
27 - Financial Data Schedule (2)
----------------
(1) - Previously filed.
(2) - Filed herewith
Page 10<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securitues and
Exchange Act of 1934, American Rice, Inc. has duly caused this report to be
signed on behalf of the undersigned, thereupon duly authorized.
AMERICAN RICE, INC.
By /s/ Douglas A. Murphy
------------------------
Douglas A. Murphy
President
(Chief Executive Officer)
By /s/ Joseph E. Westover
-------------------------
Joseph E. Westover
Vice President - Controller
(Chief Accounting Officer)
Page 11<PAGE>
Exhibit 10.25 - Form of Employment Agreement between
ARI and Gerald D. Murphy
AMERICAN RICE, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of August 8, 1997, between American Rice, Inc., a
Texas corporation ("ARI" or the "Employer"), and Gerald D. Murphy (the
"Employee").
WITNESSETH:
WHEREAS, ARI and the Employee wish to enter into an agreement on a long-term
basis for the full-time services of Employee, by which ARI employed the
Employee, and the Employee agreed to serve the Employer, in the capacity, for
the term, and subject to the conditions specified therein:
THEREFORE, in consideration of the promises and the agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, ARI and the Employee hereby agree that this
Employment Agreement effective as of July 31, 1997, to read in its entirety as
follows:
1.Employment.
Subject to the terms and conditions of this Employment Agreement, ARI hereby
agrees to employ Gerald D. Murphy (the "Employee"), and the Employee hereby
agrees to serve ARI, in the Designated Office (as defined) for the Term of
Employment (as defined).
2.Scope of Employment.
During the Term of Employment, the Employee will serve in the Designated
Office in accordance with the provisions of the by-laws of ARI, as of the
Effective Date. During the Term of Employment, the Employee will:
(a)devote such amount of his time, attention and energies to the business of
ARI as is usually required of an employee who is in the designated, and
diligently and to the best of his ability perform all duties incident to his
employment under this Employment Agreement;
(b)use his best efforts to promote the interests and goodwill of ARI; and
(c)perform such other duties commensurate with his office as ARI may from
time-to-time assign to him.
3.Compensation
As compensation for the Employee's services under this Employment Agreement
and in consideration of the Employee's agreement not to compete as set forth
in Section 8 of this Employment Agreement, ARI shall pay to the Employee a
base salary at the rate of not less than $350,000 per year during the Term of
Employment, payable in accordance with the normal payroll practices of ARI.
4.Benefits
As additional compensation for the Employee's services under this Employment
Agreement and in further consideration of the Employee's agreement not to
compete as set forth in Section 8 of this Employment Agreement, ARI agrees to
provide to the Employee the following benefits:
(a)During the Term of Employment, the Employee shall be entitled, upon
satisfaction of any eligibility requirements with respect thereto, to
participate in any and all existing or future bonus or other employee benefit
plans or arrangements (including, without limitations, any profit-sharing,
life insurance, medical, dental, hospitalization, incentive compensation or
retirement plans or arrangements) that are generally made available to the
executive officers of ARI (collectively, the "Plans").
(b)During the Term of Employment, the Employee shall be entitled to annual
vacations in accordance with ARI's vacation policy, during which time his
compensation shall be paid in full. Such vacations shall be taken by the
Employee at such times as may be mutually agreed upon by the Employee and ARI.
(c)During the Term of Employment, the Employee shall be authorized to incur
reasonable expenses for the purpose of promoting the business of ARI,
including, without limitation, expenses for entertainment, travel and similar
items, provided that such expenses are made in accordance with ARI's policies.
ARI shall reimburse the Employee for such expenses upon the presentment by the
Employee from time-to-time of an itemized accounting of such expenses,
including receipts where required by federal income tax regulations, setting
forth in appropriate detail the individual items for which reimbursement is
sought. With respect to automobile travel on behalf of ARI, during the Term
of Employment ARI shall, at the Employee's election, either (i) furnish the
Employee with an automobile suitable to his position, which automobile shall
be replaced by ARI at no more than 3 year intervals, and ARI shall either pay
directly or reimburse the Employee for the expenses of operating and
maintaining such automobile, or (ii) pay the Employee a reasonable allowance
for the use and maintenance of his own automobile in accordance with ARI's
policies.
5.Term of Employment.
The term "Term of Employment," as used in this Employment Agreement, shall
mean the period commencing on the Effective Date and terminating with the
first to occur of the following:
(a)provided no Change in Control (as defined) of ARI and/or ERLY shall have
occurred, termination of the Term of Employment by ARI, for any reason, in the
sole discretion of ARI on the first anniversary of the Effective Date or on
the first day of any following month after the first anniversary of the
Effective Date, in either case by written notice thereof given to the Employee
not less than 60 calendar days prior to such anniversary or month; or
(b)provided no Change in Control of ARI and/or ERLY termination of the Term of
Employment by the Employee at any time, provided the Employee shall have given
written notice of such termination to ARI not less than 60 calendar days prior
to such termination; or
(c)termination of the Term of Employment by the Employee at any time following
a Benefits Event; or
(d)if a Change in Control of ARI and/or ERLY shall have occurred, termination
of the Term of Employment by ARI or the Employee, for any reason, in the sole
discretion of ARI or the Employee at any time after the date upon which such
Change in Control of ARI and/or ERLY occurred, provided ARI shall have given
written notice of such termination to the Employee and the Employee shall have
given written notice to ARI of not less than 60 calendar days prior to such
termination.
6.Termination of Employment.
(a)Termination of the Term of Employment pursuant to Section 5 of this
Employment Agreement, or termination of the Employee's employment under this
Employment Agreement otherwise than as a result of termination of the Term of
Employment pursuant to Section 5 of this Employment Agreement, shall not
result in the termination of this Employment Agreement.
(b)In the event of the termination of the Term of Employment pursuant to
Section 5(ii) of this Employment Agreement, then ARI shall no longer be
obligated to make the payments specified in Section 3 of this Employment
Agreement or to pay to the Employee or his estate any other compensation or
benefits whatsoever, other than benefits which have vested in the Employee as
a result of his participation in any profit-sharing, retirement or similar
plan of ARI. However, any salary payable pursuant to Section 3 of this
Employment Agreement which shall have been earned by the Employee but not yet
paid shall be paid by ARI to Employee or his estate, and the Employee or his
estate shall pay to the Employer any amount or amounts then owed by the
Employee to ARI.
(c)In the event of the termination of the Term of Employment pursuant to
Sections 5(i), (iii) or (iv) of this Employment Agreement, then
(i)ARI shall be obligated to pay to the Employee the Employee's base salary at
the annual rate in effect at the time of such termination (but prior to giving
effect to any reduction therein which may have precipitated such termination)
for a five-year period commencing on the date of termination by notice, as
provided in Section 5(i), the occurrence of a Benefits Event, as provided by
Section 5(iii), or the occurrence of the last Change in Control of ARI and/or
ERLY that preceded the date of such termination as provided by Section 5(iv);
and at any time thereafter during such five-year period, the Employee may,
upon not less than 30 calendar days' prior written notice of such election
given to ARI, elect to have the remaining amount payable to the Employee
pursuant to the foregoing provisions of this Section 6(c) paid to the Employee
in a lump sum within 14 calendar days after termination under this Section
6(c).
(ii)the Employee shall continue to be entitled to participate during such
five-year period in any and all of the profit-sharing and retirement income,
stock purchase, savings, executive compensation plans at the same level, in
the same amount and to the same degree the Employee was entitled to
participate at the time of such termination (but prior to giving effect to any
reduction therein which precipitated such termination), and
(iii)in the event ARI awards bonuses to one or more members of the Executive
Group at any time during such five-year period, on each such occasion the
Employee shall receive a bonus equal to the greater of (1) the last bonus the
Employee received from ARI prior to such termination or (2) the last bonus the
Employee received from ARI prior to the occurrence of such Change in Control
of ARI and/or ERLY, and
(iv)ARI shall maintain in full force and effect for Employee during such five-
year period all life, accident, medical and health care plans and disability
benefit programs and programs or arrangements in which Employee was entitled
to participate immediately prior to the time of such termination (but prior to
giving effect to any reduction therein which precipitated such termination)
provided that Employee's continued participation is possible under the general
terms and provisions of such plans and programs.
In the event that the Employee's participation in any such plan or program is
barred, ARI shall arrange to provide Employee with the benefits substantially
similar to those to which he was entitled to receive under such plans and
programs of ARI prior to the time of such termination (but prior to giving
effect to any reduction therein which precipitated such termination). In such
event, appropriate adjustment shall be made so that the after tax value
thereof to the Employee is similar to the after tax value to him of the
benefit plans in which Employee is not eligible to participate. At the end of
such five-year period, the Employee shall have the option to have assigned to
him at no cost and with no apportionment of pre-paid premiums, any assignable
insurance policy owned by ARI and relating specifically to the Employee.
(d)Under no circumstances shall the Employee be required, whether by seeking
other employment or otherwise, to mitigate the amount of any payment specified
in Section 6(c) of this Employment Agreement.
7.Definitions.
(a)For purposes of this Employment Agreement, a "Benefits Event" shall be
deemed to be the occurrence, after the occurrence of a Change in Control of
ARI and/or ERLY, of any one or more of the following events:
(i)a change by ARI, without the Employee's prior written consent, in the
Employee's responsibilities to ARI as such responsibilities existed at the
time of the occurrence of such Change in Control of ARI and/or ERLY (or as
such responsibilities may thereafter exist from time-to-time as a result of
changes in such responsibilities made with the Employee's prior written
consent); or
(ii)any removal of the Employee from, or any failure to elect or re-elect the
Employee to, the Designated Office, except in connection with the Employee's
promotion, with his prior written consent, to a higher office (if any) with
ARI; or
(iii)ARI's direction that the Employee discontinue service (or not seek re-
election or re-appointment) as a director, officer, or member of any
corporation or association of which the Employee is a director, officer, or
member at the time of the occurrence of such Change in Control of ARI and/or
ERLY; or
(iv)a reduction by ARI in the amount of the Employee's base salary as in
effect at the time of the occurrence of such Change in Control of ARI and/or
ERLY (or subsequently increased), or the failure of ARI to pay such base
salary to the Employee at the time and in the manner specified in Section 3 of
this Employment Agreement; or
(v)in the event of any increase, at any time after the occurrence of such
Change in Control of ARI and/or ERLY, in the base salary or salaries of one or
more members of the Executive Group (the member or more members of the
Executive Group whose base salary or salaries are increased at such time being
herein-after called the "Increased Executives"), the failure of ARI
simultaneously to increase the Employee's base salary, as the Employee's base
salary is in effect immediately prior to giving effect to such first-mentioned
increase (the "Prior Base Salary"), by an amount which equals or exceeds the
product obtained by multiplying the Prior Base Salary by a fraction, the
numerator of which is the sum of the amounts by which the respective base
salaries of the Increased Executives (other than the Employee) were increased
at such time and the denominator of which is the sum of the respective base
salaries of the Increased Executives (other than the Employee) immediately
prior to giving effect to such first-mentioned increase; or
(vi)the discontinuation or reduction by ARI of the Employee's participation in
any bonus or other employee benefit plan or arrangement (including, without
limitation, any profit-sharing, life insurance, medical, dental,
hospitalization, incentive compensation or retirement plan or arrangement) in
which the Employee is a participant at the time of the occurrence of such
Change in Control of ARI and/or ERLY; or
(vii)the Employee's principal office space or the related facilities or
support personnel referred to in paragraph (xii) of this Section 7(a) cease to
be located within the current location, or for a period of more than 60
consecutive calendar days the Employee is required by ARI to perform a
majority of his duties outside ARI's principal executive offices; or
(xiii)the relocation, without the Employee's prior written consent, of
Employee's offices to a location outside the county in which such offices are
located at the time of the occurrence of such Change in Control of ARI and/or
ERLY; or
(ix)the failure of ARI to provide the Employee annually with a number of paid
vacation days at least equal to the number of paid vacation days to which the
Employee is entitled annually as of the Effective Date; or
(x)the failure of ARI to obtain the assumption by any successor to ARI of the
obligations imposed upon ARI under this Employment Agreement as required by
Section 14(b) of this Employment Agreement: or
(xi)the failure of ARI to continue to provide the Employee with office space,
related facilities and support personnel (including, without limitation,
administrative and secretarial assistance) that are both commensurate with the
Employee's responsibilities to and position with ARI and not materially
dissimilar to the office space, related facilities and support personnel
provided to the other members of the Executive Group; or
(xii)the failure by ARI to promptly reimburse the Employee for the reasonable
business expenses incurred by the Employee in the performance of his duties to
ARI, including, without limitation, reasonable expenditures for business
entertainment and for travel in connection with ARI's business; or
(xiii)the determination in good faith by the Employee that because of the
policies, decisions or actions of ARI's Board of Directors or shareholders,
the Employee can no longer perform his duties to ARI in a manner which is
consistent with the manner in which such duties were performed by the Employee
prior to the occurrence of such Change in Control of ARI and/or ERLY; or
(xiv)the employment of the Employee under this Employment Agreement is
terminated by ARI prior to the giving of not less that 60 calendar days' prior
written notice of termination at any time after the expiration of five years
following the date upon which such Change in Control of ARI and/or ERLY
occurred (as required by Section 5(iv) of this Employment Agreement), or ARI
notifies the Employee of ARI's intention not to observe or perform one or more
of the obligations of ARI under this Employment Agreement.
(b)For purposes of this Employment Agreement, a "Change in Control of ARI
and/or ERLY" shall be deemed to have occurred if, after the Effective Date,
(i) any Person is or becomes the beneficial owner, directly or indirectly, of
25% or more of the combined voting power of ARI's, or ARI's 81% shareholder
ERLY Industries Inc. other than the Employee and Douglas Murphy, then
outstanding voting securities, or (ii) during any period of two consecutive
years, the individuals who at the beginning of such period constitute the
Board of Directors of ARI, or ARI's 81% shareholder ERLY Industries Inc.,
cease for any reason to constitute a majority of such Board of Directors.
Notwithstanding the foregoing, the occurrence of any event enumerated in the
immediately preceding sentence shall not be deemed to constitute a Change in
Control of ARI and/or ERLY if such event occurs as a direct result of a
transaction or series of transactions which are approved by the vote of not
less than 81% of the directors of ARI or of ARI's 81% shareholder ERLY
Industries Inc., who hold office immediately prior to the occurrence of such
event.
(c)The term "Designated Office," as used in this Employment Agreement, shall
mean on and after July 31, 1997, the office of Chairman of the Board of ARI.
(d)The term "Effective Date," as used in this Employment Agreement, shall mean
July 31, 1997.
(e)The term "Executive Group," as used in this Employment Agreement, shall
mean on and after July 31, 1997, the Chairman, President, Executive Vice
President, Chief Executive Officer, Sr. Group Vice President, Marketing, and
Group Vice President, International Marketing of ARI, and each of such
officers shall be deemed members of the Executive Group.
(f)The Term "Person," as used in this Employment Agreement, shall mean any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof. In addition, such term shall have the same
meaning as set forth in Section 13(d)(3) and Section 14(d)(2) of the
Securities Exchange Act of 1934, as such sections are in effect at the
Effective Date.
8.Non-competition.
(a)The Employee agrees that during the Term of Employment and for a period of
five years after the termination of the term of employment, the Employee will
not, directly or indirectly, own more than 5% of the outstanding voting
securities of or any equivalent interest in, operate, manage, control,
consult, participate in the management of, be employed by or lend his name to
any enterprise (other than ARI) engaged in the same business as that engaged
in by ARI at any location where ARI does business or proposes to do business
in the world. The Employee also agrees that for a period of five years after
the termination of the Term of Employment he will not, directly or indirectly,
employ or solicit the employment of any person who was an employee of ARI
during the Term or Employment. If any restriction contained in this Section 8
is held by any court to be unenforceable or unreasonable, such court shall be
free to enforce a lesser restriction in its place and the remaining
restrictions contained herein shall be severable therefrom and shall remain in
effect and be enforceable independently of each other.
(b)ARI and the Employee agree, however, that it shall not constitute a
violation of Section 8(a) of this Agreement for Employee to own, operate,
manage, control, participate, or be employed by any business engaged in the
same business as ARI where: (i) such activity of Employee was commenced prior
to ARI's participation in such business activity or (ii) where ARI has
expressly declined to engage in the particular business enterprise or
opportunity prior to Employee's commencement of the enterprise or opportunity.
9.Disclosure of Confidential Information.
During the Term of Employment, the Employee will disclose to ARI all ideas and
business plans developed by him during such period which relate directly to
the business of ARI. The Employee recognizes and acknowledges that he may
have access to certain additional confidential information of ARI or of
certain corporations affiliated with ARI, and that all such information
constitutes valuable, special and unique property of ARI and its affiliates.
The Employee agrees that, during the Term of Employment and for a period of
five years after the termination of the Term of Employment, he will not,
without the prior written consent of ARI, disclose or authorize or permit
anyone under his direction to disclose to anyone not properly entitled thereto
any of such confidential information. For purposes of the immediately
preceding sentence, persons properly entitled to such information shall be (i)
the Board of Directors of ARI and such officers, employees and agents of ARI
or any affiliate thereof to whom such information is furnished in the normal
course of business under established policies approved by ARI and (ii) such
outside parties as are legally entitled to or are customarily furnished such
information, including banking, lending, collection, accounting and data
processing institutions or agencies who or which are provided such information
in the normal course of business of ARI. The Employee further agrees that
upon termination of the Term of Employment he will not take with him or
retain, without the prior written authorization of ARI, any papers, procedural
or technical manuals, customer lists, customer account analyses (including,
without limitation, accounts receivable agings, customer payment histories and
customer account activity reports), price books, files or other documents or
copies thereof belonging to ARI or to any affiliate of ARI, or any materials,
supplies, equipment or furnishings belonging to ARI or to any affiliate of
ARI, or any other confidential information of any kind belonging to ARI or any
affiliate of ARI. In the event of a breach or threatened breach by the
Employee of the provisions of Sections 8 and/or 9, ARI and the Employee agree
that the remedy at law available to ARI and its affiliates would be inadequate
and that ARI and its affiliates shall be entitled to an injunction, without
the necessity of posting bond therefor, restraining the Employee from
disclosing, in whole or in part, such confidential information. Nothing
herein shall be construed as prohibiting ARI and its affiliates from pursuing
any other remedies, in addition to the injunctive relief available under
Sections 8 and/or 9, for such breach or threatened breach, including the
recovery of damages from the Employee.
10.Trade Secrets.
All patents, formulae, inventions, processes, copyrights, proprietary
information, trademarks or trade names, or future improvements to patents,
formulae, inventions, processes, copyrights, proprietary information,
trademarks or trade names, developed or completed by the Employee during the
Term of Employment (collectively, the "Items") shall be promptly disclosed to
ARI, and the Employee shall execute such instruments or assignment of the
Items to the Employer as ARI shall request. The Employee acknowledges that a
remedy at law for any breach by him of the provisions of this Section 10 would
be inadequate, and the Employee hereby agrees that ARI shall be entitled to
injunctive relief in case of any such breach.
11.Legal Fees and Expenses.
ARI shall pay in a timely and prompt manner any and all legal fees and
expenses incurred by the Employee from time-to-time as a result of ARI's
contesting the validity or enforceability of this Employment Agreement.
12.Indemnification.
ARI shall indemnify and hold Employee harmless to the maximum extent permitted
by law against judgments, fines, amounts paid in settlement, and reasonable
expenses, including attorneys' fees incurred by Employee, in connection with
the defense of, or as a result of any action or proceeding (or any appeal from
any action or proceeding) in which Employee is made or is threatened to be
made a party by reason of the fact that Employee is or was an officer of ARI,
regardless of whether such action or proceeding is one brought by or in the
right of ARI, to procure a judgment in its favor (or other than by or in the
right of ARI). ARI further represents and warrants: (i) that Employee is and
shall continue to be covered and insured up to the maximum limits provided by
all insurance which ARI maintains to indemnify its directors and officers (and
to indemnify ARI for any obligations which it incurs as a result of its
undertakings to indemnify its officers and directors); and (ii) that ARI will
exert its best efforts to maintain such insurance, in not less than its
present limits, in effect throughout the term of this Employment Agreement.
13.Assignment.
This Employment Agreement is a personal employment contract and the rights and
interests of the Employee hereunder may not be sold, transferred, assigned,
pledged, or hypothecated.
14.Successors.
(a)This Employment Agreement shall inure to the benefit of the and be binding
upon ARI and its successors and assigns and shall inure to the benefit of and
shall be binding upon the Employee and his legal representatives.
(b)ARI shall require any Person who is the successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of ARI to assume, by a written
agreement in form and substance satisfactory to the Employee, all of the
obligations of ARI under this Employment Agreement.
15.Entire Agreement.
This Employment Agreement, which contains the entire contractual understanding
between the parties with respect to the subject matter of this Employment
Agreement, may not be changed orally but only by a written instrument signed
by both of the parties to this Employment Agreement.
16.Governing Law.
This Employment Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
17.Liquidated Damages.
In the event that ARI or its successor fails for any reason to make any timely
payments specified in this Agreement which arise by virtue of the termination
of this Agreement, then Employee shall be entitled to receive an amount equal
to treble such amounts required to be paid by ARI as the amount of liquidated
damages for such failure by ARI, in addition to any amounts otherwise required
to be paid by ARI pursuant to this Agreement.
18.Waiver.
The waiver of any breach of any term or condition of this Employment Agreement
shall not be deemed to constitute the waiver of any other breach of the same
or any other term or condition of this Employment Agreement.
19.Severability.
In the event any provision of this Employment Agreement is found to be
unenforceable or invalid, such provision shall be severable from this
Employment Agreement and shall not affect the enforceability or validity of
any other provision of this Employment Agreement.
20.Notices.
Any notices of other communications required or permitted under this
Employment Agreement shall be sufficiently given if sent by registered mail,
postage prepaid and
(a)if to the Employee, addressed to him at ARI's principal executive offices,
and
(b)if to ARI, addressed to it at its principal executive offices and marked to
the attention of the Board of Directors,
or, in each case, to such other addresses as the party to whom or to which
such notice or other communication is to be given shall have specified in
writing to the other party, and any such notice or communication shall be
deemed to have been given as of the date so mailed."
IN WITNESS WHEREOF, ARI has caused this Agreement to be executed by its duly
authorized officer, and the Employee has executed this Agreement in multiple
originals, in each case as of the date first above written.
Chairman of
Committee Appointed
By Board of Directors
AMERICAN RICE, INC
By ____________________By ____________________
EMPLOYEE
By ____________________
