UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
RIVIANA FOODS INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
769536103
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
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CUSIP No. 769536103 13G Page 2 of 4 Pages
1) NAME OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Theresa G. Payne
###-##-####
2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(a) Not Applicable
(b) Not Applicable
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5) SOLE VOTING POWER 24,000
BENEFICIALLY OWNED 6) SHARED VOTING POWER 5,537,000
BY EACH REPORTING 7) SOLE DISPOSITIVE POWER 24,000
PERSON WITH: 8) SHARED DISPOSITIVE POWER 5,537,000
9) AGGREGATE AMOUNT BENEFICIALLY 5,561,000
OWNED BY EACH REPORTING PERSON (See Item 4.)
10) CHECK IF THE AGGREGATE AMOUNT Not Applicable
IN ROW (9) EXCLUDES
CERTAIN SHARES
11) PERCENT OF CLASS REPRESENTED BY 35.3%
AMOUNT IN ROW 9
12) TYPE OF REPORTING PERSON IN
ITEM 1(a). NAME OF ISSUER:
Riviana Foods Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2777 Allen Parkway
Houston, Texas 77019
ITEM 2(a). NAME OF PERSON FILING:
Theresa G. Payne
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4345 Chickering Lane
Nashville, Tennessee 37215
ITEM 2(c). CITIZENSHIP:
United States
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CUSIP No. 769536103 13G Page 3 of 4 Pages
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $1.00 per share
ITEM 2(e). CUSIP NUMBER:
769536103
ITEM 3. IF THIS STATEMENT IF FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
5,561,000 shares
(b) PERCENT OF CLASS:
35.3%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
24,000 shares
(ii) Shared power to vote or to direct the vote:
5,537,000 shares (See Item 6.)
(iii) Sole power to dispose or to direct the disposition of:
24,000 shares
(iv) Shared power to dispose or to direct the disposition of:
5,537,000 shares (See Item 6.)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The 5,537,000 shares identified in Items 4(c)(ii) and (iv) above are
owned of record by the Abbeville Family Partnership, L.P. (the
"Limited Partnership"), with respect to which Ms. Payne, in her
capacity as Chairman of the Board of a corporate general partner of
the Limited Partnership, shares voting and investment authority with
two other general partners. The Limited Partnership has the right to
receive the dividends from, and the proceeds from the sale of, said
shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
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CUSIP No. 769536103 13G Page 4 of 4 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 1998
*THERESA G. PAYNE
*By /s/ ELIZABETH B. WOODARD
ELIZABETH B. WOODARD
Under Special Power of Attorney
Dated February 3, 1998 Attached
as Exhibit A
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EXHIBIT A
SPECIAL POWER OF ATTORNEY
The undersigned, Theresa G. Payne, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.
February 3, 1998 /s/ THERESA G. PAYNE
Theresa G. Payne
<PAGE>
SPECIAL POWER OF ATTORNEY
The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
February 3, 1998 ABBEVILLE FAMILY PARTNERSHIP, L.P.
By: FGCG INC., General Partner
/s/ CHARLES R. GODCHAUX
Charles R. Godchaux, President
<PAGE>
SPECIAL POWER OF ATTORNEY
The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
February 3, 1998 ABBEVILLE FAMILY PARTNERSHIP, L.P.
By: TD Inc., General Partner
/s/ THERESA G. PAYNE
Theresa G. Payne, Chairman of the Board
<PAGE>
SPECIAL POWER OF ATTORNEY
The undersigned, Abbeville Family Partnership, L.P., does hereby
constitute and appoint Elizabeth B. Woodard of Harris County, Texas, as
attorney-in-fact for the undersigned with full power of substitution, and in the
name, place and stead of the undersigned, to execute, deliver, record and file
Schedule 13G, including all amendments and exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
and to perform each and every other act requisite and necessary to be done to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission.
February 3, 1998 ABBEVILLE FAMILY PARTNERSHIP, L.P.
By: TD Inc., General Partner
/s/ LESLIE K. GODCHAUX
Leslie K. Godchaux, General Partner
<PAGE>
SPECIAL POWER OF ATTORNEY
The undersigned, Charles R. Godchaux, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.
February 3, 1998 /s/ CHARLES R. GODCHAUX
Charles R. Godchaux
<PAGE>
SPECIAL POWER OF ATTORNEY
The undersigned, Leslie K. Godchaux, does hereby constitute and appoint
Elizabeth B. Woodard of Harris County, Texas, as attorney-in-fact for the
undersigned with full power of substitution, and in the name, place and stead of
the undersigned, to execute, deliver, record and file Schedule 13G, including
all amendments and exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and to perform each and
every other act requisite and necessary to be done to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.
February 3, 1998 /s/ LESLIE K. GODCHAUX
Leslie K. Godchaux
