As filed with the Securities and Exchange Commission on December 16, 1996
REGISTRATION NO.....................
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
RIVIANA FOODS INC.
(Exact Name of Registrant As Specified In Its Charter)
DELAWARE 76-0177572
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 529-3251
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
W. DAVID HANKS
RIVIANA FOODS INC.
2777 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 529-3251
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
RICHARD P. WOLFE, ESQ.
201 ST. CHARLES AVENUE, SUITE 3400
NEW ORLEANS, LOUISIANA 70170-3400
(504) 586-1900
Approximate date of commencement of the proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box:[X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF EACH CLASS PROPOSED PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT* PRICE* FEE
- --------------------------------------------------------------------------------
Common Stock, 2,187,908
par value Shares $17.00 per share $37,194,436 $11,270
$1.00 per share
================================================================================
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices on the
NASDAQ National Market System on December 9, 1996.
The Registrant hereby amends the Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
orally request that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
2,187,908 SHARES
RIVIANA FOODS INC.
COMMON STOCK
(par value $1.00 per share)
------------------
Certain of the Company's stockholders, including certain stockholders who
may be deemed to be affiliates of the Company (the "Selling Stockholders"), or
pledgees, donees, transferees or other successors in interest of the Selling
Stockholders, may sell from time to time up to an aggregate of 2,187,908 shares
(the "Shares") of the Company's Common Stock, par value $1.00 per share (the
"Common Stock"), at market prices through brokerage sales. See "Selling
Stockholders". The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other successors in
interest to the Selling Stockholders, in sales through brokers, private sales or
negotiated transactions, at prices determined by or related to the prevailing
market price at the time of the sales or at negotiated prices. See "Plan of
Distribution."
The Common Stock is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is traded in the
over-the-counter market, and prices are quoted on the NASDAQ Stock Market
("NASDAQ") under the symbol "RVFD". The average between the high and low prices
of the Common Stock on December 9, 1996, as quoted on NASDAQ, was $17.00 per
share.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is December 16, 1996
<PAGE>
The Company is subject to the informational requirements of the Exchange Act and
in accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission, 450 Fifth Street, N.W. Room 1024,
Washington, D.C. 20509, and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and copies of
such material can be obtained from the public reference section of the
Commission, Washington, D.C. 20549 at prescribed rates.
-----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
following documents filed (or to be filed) with the Commission (File No.
0-25294):
(a) The Company's annual report on Form 10-K for its fiscal year ended
June 30, 1996, and the quarterly report on Form 10-Q for the quarterly period
ended September 29, 1996, both of which were filed with the Commission pursuant
to Section 13 of the Exchange Act;
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated December 21, 1994, filed with
the Commission pursuant to Section 12 of the Exchange Act, as amended by
Amendment No. 1 on Form 8-A/A dated January 31, 1995; and
(c) All other reports and other documents filed by the Company pursuant to
Section 13(a) since June 30, 1996.
All reports and definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents. Requests should be
directed to E. Wayne Ray, Jr., Vice President, Chief Financial Officer and
Treasurer, Riviana Foods Inc., P.O. Box 2636, Houston, Texas 77252, or by
telephone to Mr. Ray at (713) 529-3251.
2
<PAGE>
THE COMPANY
Riviana Foods Inc. (referred to herein as "Riviana" or the "Company",
which terms include the parent and all of its subsidiaries) is one of the
largest processors, marketers and distributors of branded and private-label rice
products in the United States. Since its predecessor began business in 1911,
Riviana has grown from a commodity-based, regional rice milling business to an
international packaged food company with a focus on value-added rice and other
food products in the United States, Central America, and Europe. In Central
America, Riviana is one of the largest processors, marketers and distributors of
cookies, crackers, processed fruit and vegetable products.
The Company's predecessors date back to 1911 when Frank A. Godchaux began
the amalgamation of 25 rice mills in southwest Louisiana that resulted in the
founding of Louisiana State Rice Milling Company, Inc. ("Louisiana State"), a
Louisiana corporation controlled by the Godchaux family.
In 1965, River Brand Rice Mills, Inc. of Houston, Texas, a public company,
acquired certain assets of Louisiana State to create the core of the Company's
current domestic rice business. Shortly thereafter, River Brand's name was
changed to Riviana Foods Inc. As a result of the acquisition, the Godchaux
family became the largest stockholder of Riviana, and Frank A. Godchaux III
became Chairman of the Board of Riviana. Louisiana State changed its name to
Lastarmco, Inc. ("Lastarmco") and became a holding company whose principal
assets were securities, land and mineral interests. In the early 1970s, Riviana
acquired its Central American and European operations. Riviana was an
independent public company from 1965 until 1976, when it was acquired by the
Colgate-Palmolive Company ("Colgate").
In 1986, Lastarmco merged into Louisiana State Rice Milling Company Inc.
("LSRMC"), a Delaware corporation, which purchased from Colgate substantially
all of Riviana's domestic rice processing and marketing operations, and a
portion of its foreign rice processing, marketing and other food operations.
LSRMC changed its name to Riviana Foods Inc. in 1987.
The Company's principal executive offices are located at 2777 Allen
Parkway, Houston, Texas 77019. Its telephone number is (713) 529-3251.
USE OF PROCEEDS
All of the Shares that are sold pursuant to this Prospectus will be sold,
from time to time, by the Selling Stockholders for their own accounts or by
pledgees, donees, transferees, or other successors in interest thereof for their
own accounts. None of the proceeds from the sale of the Shares will be received
by the Company except insofar as certain amounts must be reimbursed to the
Company under agreements between the Company and the Selling Stockholders. See
"Plan of Distribution" and "Selling Stockholders-Employee Stockholder
Agreements".
3
<PAGE>
SELLING STOCKHOLDERS
Set forth in the following table and accompanying notes is the name of each
of the Selling Stockholders (and the nature of any position, office or other
material relationship the Selling Stockholder had with the Company or any of its
predecessors or affiliates within three years prior to the date of this
Prospectus), the number of shares of the Common Stock owned beneficially by each
of the Selling Stockholders as of the date of this Prospectus, the number of
shares of the Common Stock which may be offered by each of the Selling
Stockholders pursuant to this Prospectus, and the amount of shares of Common
Stock to be owned by each of the Selling Stockholders assuming the sale of all
of such Selling Stockholder's Shares. No Selling Stockholder will beneficially
own more than 1% of the outstanding shares of Common Stock assuming the sale of
all of a Selling Stockholder's shares which may be offered pursuant to this
Prospectus.
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED SHARES BEING OWNED
PRIOR TO SALE* REGISTERED AFTER SALE*
-------------- ---------- ------------
Joseph A. Hafner, Jr. 997,228 (1) 631,884 (2) 52,000 (3)
W. David Hanks 270,000 (4) 255,000 3,000
E. Wayne Ray, Jr.(5) 87,000 84,000 3,000
Jack M. Nolingberg(6) 25,500 24,000 1,500
Thomas M. Forshee(7) 42,864 41,364 1,500
Christopher L. Haines(8) 36,500 35,000 1,500
Ranvir B. Mohindra(9) 73,500 72,000 1,500
David E. Van Oss(10) 6,000 3,600 2,400
Richard F. Vincent(11) 26,244 24,744 1,500
Elizabeth B. Woodard(12) 17,000 13,500 3,500
Alfonso Bocaletti(13) 9,000 6,000 3,000
Andre G. Boost(14) 60,000 60,000 0
Ian W. Boyle(15) 47,000 45,000 2,000
Paul R. Stevens(16) 16,600 15,600 1,000
Harry S. Autrey 30,000 30,000 0
Roger L. Bain+ 3,895 3,000 895
Diane M. Blackburn+ 3,500 3,000 500
John W. Copenhaver+ 3,500 3,000 500
Dennis J. Courtney+ 3,000 3,000 0
4
<PAGE>
SHARES SHARES
BENEFICIALLY BENEFICIALLY
OWNED SHARES BEING OWNED
PRIOR TO SALE* REGISTERED AFTER SALE*
-------------- ---------- ------------
J. Dennis Crowe+ 3,800 3,000 800
Steven D. Danforth+ 6,000 6,000 0
Willy Depauw+ 3,500 3,000 500
Bastiaan G. de Zeeuw+ 45,400 45,000 400
Danny Driscoll+ 9,600 9,000 600
Paul A. Galvani+ 7,000 6,000 1,000
Alfredo J. Gomez+ 5,300 4,800 500
Frank J. Graziano+ 3,800 (17) 3,000 800(17)
Nina S. Hanks, Custodian
for Steven L. Hanks(18) 6,000 6,000 0
Stephen K. Isaacson+ 6,800 6,000 800
David E. Kohlwey+ 6,000 6,000 0
Tadeusz J. Klimski+ 3,500 3,000 500
Jorgen O. Larsen 30,000 30,000 0
Thomas H. Lawrence, Jr.+ 4,000 3,000 1,000
Dixie W. Mease+ 6,600 6,000 600
Terry L. Nickens+ 6,700 6,000 700
Michele H. Perchonok+ 2,450(19) 1,200 1,250(20)
John E. Rasmussen+ 3,600 3,000 600
James R. Richard, Jr.+ 3,000 3,000 0
Duane S. Rutherford+ 3,000 3,000 0
Thomas G. Sandvick+ 8,400 6,000 2,400
John E. Stokes+ 6,600 6,000 600
Stephen A. Strong+ 7,150 6,000 1,150
C. Richard Truelove+ 3,300 3,000 300
W. Michael Wessing+ 6,600 6,000 600
Tim D. White+ 6,600 6,000 600
Michel van Dieren+ 15,500 15,000 500
Nina S. Hanks, Custodian
for Allison S. Hanks(18) 6,000 6,000 0
Lejo C. Brana+ 3,500 3,000 500
Michael J. Gaffey+ 5,160 4,800 360
D. Stephen Hafner(21) 147,036 147,036 0
J. Michael Hafner 152,172(22) 152,172 0
Merrill Hafner, Trustee(23) 308,208 308,208 0
John H. Kendall+ 3,500 3,000 500
Bradford H. Nowlin+ 3,000 3,000 0
Ronald L. Spero+ 3,400 3,000 400
5
<PAGE>
- ------------------
* Excludes shares subject to stock options not exercisable within 60 days of
the date of this Prospectus. If all such options were exercisable
immediately, no Selling Stockholder would beneficially own more than 1% of
the outstanding shares of Common Stock after the sale of the shares offered
pursuant to this Prospectus.
+ Employee of Company or one of its affiliates.
(1) Mr. Hafner has served as President, Chief Executive Officer and a Director
of the Company for the past three years. Of the shares shown as
beneficially owned by Mr. Hafner (a) 327,676 shares are owned beneficially
and of record by Mr. Hafner, (b) 5,136 shares are owned of record by a
custodian for the benefit of Mr. Hafner's minor child, which custodian
exercises sole voting and investment authority with respect to said shares
and as to which Mr. Hafner disclaims beneficial ownership, (c) 308,208
shares are held in trust for the benefit of Mr. Hafner as to which he
exercises sole voting and investment authority, (d) 308,208 shares are held
in trust for the benefit of Mr. Hafner's wife as to which she exercises
sole voting and investment authority and as to which Mr. Hafner disclaims
beneficial ownership and (e) 48,000 shares are held in various trusts, as
to 24,000 shares of which Mr. Hafner exercises sole voting and investment
authority, and as to 24,000 shares of which he shares voting and investment
authority with a co-trustee.
(2) Includes (a) 323,676 shares owned beneficially and of record by Mr. Hafner,
and (b) 308,208 shares held in trust for the benefit of Mr. Hafner.
(3) Includes 48,000 shares held in various trusts, as to 24,000 shares of which
Mr. Hafner exercises sole voting and investment authority, and as to 24,000
shares of which he shares voting and investment authority with a
co-trustee.
(4) Mr. Hanks has served as Executive Vice President and a Director of the
Company for the past three years. Of the shares shown as beneficially owned
by Mr. Hanks (a) 258,000 shares are owned beneficially and of record by Mr.
Hanks, and (b) 12,000 shares are owned of record by his wife in her
capacity as custodian for the benefit of Mr. Hanks' minor children as to
which she as custodian exercises sole voting and investment authority, and
as to which Mr. Hanks disclaims beneficial ownership.
(5) Mr. Ray has served as Vice President, Chief Financial Officer, Treasurer
and a Director of the Company for the past three years.
(6) Mr. Nolingberg has served as Vice President Industrial Relations of the
Company for the past three years.
(7) Mr. Forshee has served as Vice President Sales of the Company for the past
three years.
(8) Mr. Haines has served as Vice President Marketing of the Company for the
past three years.
6
<PAGE>
(9) Mr. Mohindra has served as Vice President Technical Services of the Company
for the past three years.
(10) Mr. Van Oss has served as Vice President Commodity and International of the
Company since 1995, and was an employee of the Company for the two years
prior thereto.
(11) Mr. Vincent has served as Vice President Manufacturing Operations for the
past three years.
(12) Ms. Woodard has served as Vice President, General Counsel and Secretary of
the Company for the past three years.
(13) Mr. Bocaletti has served as a Vice President of the Company for the past
three years.
(14) Mr. Boost has served as a Vice President of the Company for the past three
years.
(15) Mr. Boyle has served as a Vice President of the Company for the past three
years.
(16) Mr. Stevens has served as a Vice President of the Company for the past
three years.
(17) Includes 300 shares owned of record by Mr. Graziano's minor child, as to
which shares Mr. Graziano exercises sole voting and investment authority.
(18) Nina S. Hanks is the wife of W. David Hanks, Executive Vice President and a
Director of the Company.
(19) Includes (a) 1,700 shares owned beneficially and of record by Ms.
Perchonok, (b) 250 shares owned of record by Ms. Perchonok and her husband
as to which they share voting and investment authority, and (c) 500 shares
owned of record by Ms. Perchonok's minor children as to which shares Ms.
Perchonok's husband exercises sole voting and investment authority.
(20) Includes all shares set forth in note (19) above, except the 1,200 shares
proposed to be sold by Ms. Perchonok pursuant to this Prospectus.
(21) D. Stephen Hafner is the son of Joseph A. Hafner, Jr., President, Chief
Executive Officer and a Director of the Company.
(22) J. Michael Hafner is the son of Joseph A. Hafner, Jr., President, Chief
Executive Officer and a Director of the Company. Of the shares shown as
beneficially owned by J. Michael Hafner (a) 147,036 shares are owned
beneficially and of record by J. Michael Hafner, and (b) 5,136 are owned of
record by J. Michael Hafner as custodian for Joseph A. Hafner, Jr.'s minor
child, as to which shares J. Michael Hafner exercises sole voting and
investment authority.
7
<PAGE>
(23) Merill Hafner is the wife of Joseph A. Hafner, Jr., President, Chief
Executive Officer and a Director of the Company. See note (1) above.
EMPLOYEE STOCKHOLDER AGREEMENTS
A total of 57 executive and supervisory-level employees (or former
employees) of the Company or its affiliates have purchased Common Stock at a
discount from the Company from time to time during the past ten years pursuant
to substantially identical written agreements. The agreements provided in
substance that such employee-stockholders (or members of their respective
families or trustees or custodians for them or members of their families, as the
case may be) (i) could not sell any of their Common Stock while employed by the
Company (or one of its affiliates), and (ii) could sell all of such Common
Stock, following the termination of their employment with the Company (or the
affiliate), subject to (a) an option on the part of the Company to repurchase
such stock at its then fair market value, and (b) the requirement that they
repay to the Company in cash an amount equal to the discount allowed by the
Company from the estimated fair value of the Common Stock at the time of its
purchase by such employee- stockholders. The written agreements described above
were recently amended to permit those employee-stockholders who are Selling
Stockholders to sell their Common Stock in the Offering, subject to repayment to
the Company of the discount.
PLAN OF DISTRIBUTION
The Shares are being registered in order to facilitate their sale from time
to time by the Selling Stockholders, or by pledgees, donees, transferees or
other successors in interest thereof. As none of the Selling Stockholders have
advised the Company whether or not they have any current intention of selling
any of the Shares, the Company is unable to predict whether or when any of the
Selling Stockholders will determine to proceed with sales of the Shares, as such
determination will be made solely at the discretion of each Selling Stockholder.
The sale of the Shares by the Selling Stockholders (or by pledgees, donees,
transferees or other successors in interest thereof) may be effected, from time
to time, in transactions (which may include block transactions) on the NASDAQ
National Market System, the over-the-counter market, in private sales or
negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders or
the purchasers of Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). In addition, any
shares covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholders and any broker-dealers that act in connection with
the sale of the Shares hereunder might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and with regard to any
broker-dealers that act in connection with the sale of Shares hereunder any
commissions received by them and any profit on the resale by them of Shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
8
<PAGE>
All expenses incurred in connection with the registration of the Shares
being offered hereby, estimated to be approximately $27,270, will be borne by
the Company, except that commission expenses and brokerage fees, fees and
expenses of counsel to any of the Selling Stockholders and applicable transfer
taxes shall be payable individually by the Selling Stockholders.
EXPERTS
The financial statements and schedules as of and for the year ended June
30, 1996, included in the Company's Annual report on Form 10-K incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
LEGAL MATTERS
The validity of the Shares has been passed upon by Monroe & Lemann (A
Professional Corporation), 201 St. Charles Avenue, Suite 3300, New Orleans,
Louisiana 70170-3300.
MATERIAL CHANGES
The Company is unaware of any material changes in its affairs that have
occurred since the end of the fiscal year ended June 30, 1996 and that have not
been described in a report on Form 10-Q or Form 8-K filed under the Exchange
Act.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses will be paid by the Company:
SEC registration fee $ 11,270
Accounting fees and expenses $ 3,000
Legal fees and expenses $ 10,000
Printing expenses $ 3,000
========
Total $ 27,270
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 8 of the registrant's Restated Certificate of Incorporation
provides as follows:
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
any liability of a director (a) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the Delaware General Corporation Law, as the same exists or
hereafter may be amended, or (d) for any transaction from which the director
derived an improper personal benefit. If the Delaware General Corporation Law
hereafter is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director to the corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Delaware General
Corporation Law. Any repeal or modification of this paragraph by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of the director of a
corporation existing at the time of such repeal or modification.
Article VIII, Section 1 of the Registrant's Bylaws provides as follows:
Section 1. Subject to the further provisions of this Article VIII, the
corporation shall indemnify:
(a) Any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, whether formal or informal,
and whether arising out of conduct in his official capacity with the corporation
or otherwise (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, to the maximum
extent permitted under Delaware law against expenses (including attorneys'
fees), judgments, fines, and (subject to Section 9) amounts paid in
II-1
<PAGE>
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acts in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and
(b) Any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise to the maximum extent permitted under Delaware law against expenses
(including (1) attorneys' fees, and (2) subject to Section 9, amounts paid in
settlement not exceeding, in the judgment of the proper person or group
empowered at the time by Section 2 to act for the corporation, the estimated
expense of litigating the action or suit to conclusion) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, EXCEPT THAT no
indemnification under this subsection (b) shall be made in respect of any claim,
issue, or matter as to which such persons shall have been adjudged liable to the
corporation UNLESS and only to the extent that a court of competent jurisdiction
shall determine upon application that, despite the adjudication of liability but
in view of all the relevant circumstances, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper. For
purposes of the UNLESS clause of the preceding sentence, the fact that a person
shall have been adjudged by a court of competent jurisdiction to be liable to
the corporation for negligence or gross negligence not amounting to willful
misconduct shall of itself create neither a presumption nor an inference that he
is not fairly and reasonably entitled to court-ordered indemnity for expenses.
Item 16. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
4.01 Specimen Stock Certificate (Incorporated by
reference to Exhibit 4.01 to the Registrant's
Registration Statement No. 33-87838 on Form S-1
effective March 6, 1995).
4.02 Registrant's Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 3.01 to the
Registrant's Registration Statement No. 33-87838
on Form S-1 effective March 6, 1995).
4.03 Registrant's Bylaws (Incorporated by reference to
Exhibit 3.02 to the Registrant's Registration
Statement No. 33-87838 on Form S-1 effective
March 6, 1995).
5.01 Opinion of Monroe & Lemann (A Professional
Corporation)
II-2
<PAGE>
15.01 Letter from Arthur Andersen LLP re Unaudited
Financial Information
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Monroe & Lemann (A Professional
Corporation) (included in the opinion filed as
Exhibit No. 5).
24.01 Powers of Attorney
Item 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee
II-3
<PAGE>
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on December 16, 1996.
RIVIANA FOODS INC.
By: /s/ JOSEPH A. HAFNER JR.
Joseph A. Hafner Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOSEPH A. HAFNER JR. President, Chief Executive Officer 12/16/96
Joseph A. Hafner Jr. and Director (Principal executive officer)
/s/ FRANK A. GODCHAUX III Chairman of the Board 12/16/96
Frank A. Godchaux III
/s/ CHARLES R. GODCHAUX Vice-Chairman of the Board 12/16/96
Charles R. Godchaux
/s/ W. DAVID HANKS Executive Vice-President and Director 12/16/96
W. David Hanks
/s/ E. WAYNE RAY JR. Vice-President, Chief Financial 12/16/96
E. Wayne Ray Jr. Officer, Treasurer and Director
(Principal financial and
accounting officer)
/s/ MARY G. WIECK Director 12/16/96
Mary G. Wieck
/s/ THERESA G. PAYNE Director 12/16/96
Theresa G. Payne
/s/ W. ELTON KENNEDY Director 12/16/96
W. Elton Kennedy
/s/ E. JAMES LOWREY Director 12/16/96
E. James Lowrey
/s/ THOMAS B. WALKER JR. Director 12/16/96
Thomas B. Walker Jr.
/s/ PATRICK W. ROSE Director 12/16/96
Patrick W. Rose
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
5.01 Opinion of Monroe & Lemann (A Professional
Corporation)
15.01 Letter from Arthur Andersen LLP re Unaudited
Financial Information
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Monroe & Lemann (A Professional
Corporation) (included in the opinion filed as
Exhibit No. 5.01).
24.01 Powers of Attorney
EXHIBIT 5.01
[MONROE & LEMANN LETTERHEAD]
December 16, 1996
Riviana Foods Inc.
2777 Allen Parkway
16th Floor
Houston, TX 77019
Gentlemen:
We have acted as counsel to Riviana Foods Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission on December 16, 1996, covering 2,187,908 shares of the common stock,
$1 per share par value (the "Common Stock"), of the Company owned by certain
stockholders of the Company (the "Selling Stockholders").
In acting as counsel to the Company, we have examined and relied upon the
Company's Restated Certificate of Incorporation and By-laws, each as amended to
date, the records of proceedings of its directors, the Registration Statement
and exhibits thereto, and upon such records, documents, certificates and other
instruments as in our judgment are necessary or appropriate in order to form the
basis for the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The Common Stock to be sold by the Selling Stockholders in the manner
described in the Registration Statement is legally issued, fully paid, and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus that forms a part of said Registration
Statement.
Very truly yours,
/s/ MONROE & LEMANN
Monroe & Lemann
EXHIBIT 15.01
Riviana Foods Inc.
December 12, 1996
Riviana Foods Inc.:
We are aware that Riviana Foods Inc. has incorporated by reference in its Form
S-3 Registration Statement its Form 10-Q for the quarter ended September 29,
1996, which includes our report dated November 5, 1996, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the registration
statement prepared or certified by our firm or a report prepared or certified by
our firm within the meaning of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
EXHIBIT 23.01
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated August 12, 1996
included in or incorporated by reference in Riviana Foods Inc.'s Form 10-K for
the year ended June 30, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
December 12, 1996
EXHIBIT 24.01
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
W. David Hanks, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all instruments or documents which said
attorney-in-fact and agent may deem advisable in order to enable the Company to
comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
December 16, 1996
/s/ JOSEPH A. HAFNER JR.
Joseph A. Hafner Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ FRANK A. GODCHAUX III
Frank A. Godchaux III
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ CHARLES R. GODCHAUX
Charles R. Godchaux
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr., his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all instruments or documents
which said attorney-in-fact and agent may deem advisable in order to enable the
Company to comply with the Securities Act of 1933, as amended (the "1933 Act"),
and the Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
December 16, 1996
/s/ W. DAVID HANKS
W. David Hanks
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ E. WAYNE RAY JR.
E. Wayne Ray Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign her
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ MARY G. WIECK
Mary G. Wieck
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign her
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ THERESA G. PAYNE
Theresa G. Payne
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ W. ELTON KENNEDY
W. Elton Kennedy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ E. JAMES LOWREY
E. James Lowrey
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ THOMAS B. WALKER JR.
Thomas B. Walker Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of Riviana Foods Inc. (the "Company") hereby constitutes and appoints
Joseph A. Hafner, Jr. and W. David Hanks, or either one of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all instruments or documents which said
attorneys-in-fact and agents may deem advisable in order to enable the Company
to comply with the Securities Act of 1933, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended, and any requirements of the
Securities and Exchange Commission or the securities laws and regulations of any
state, in connection with the registration under the 1933 Act of a continuous
public offering by selling stockholders of the Company of shares of Common Stock
of the Company, including without limitation, power and authority to sign his
name to the Company's Registration Statement on Form S-3 under the 1933 Act, and
any pre-effective or post-effective amendments thereto relating to the
registration and sale of such securities pursuant to the terms and conditions
described in said Registration Statement, and to file the same with all exhibits
thereto and all such other instruments and documents necessary or incidental in
connection therewith with the Securities and Exchange Commission and with the
securities authority of any state, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and if necessary to be done, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
December 16, 1996
/s/ PATRICK W. ROSE
Patrick W. Rose
