SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20546
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period ____________ to ____________.
Commission File Number 0-25294
A. Full title of the plan and the address of the plan , if different from that
of the issuer name below:
RIVIANA FOODS INC. SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
RIVIANA FOODS INC.
2777 Allen Parkway
Houston, Texas 77019
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Report of Independent Public Accountants
Statement of Net Assets Available for Plan Benefits, With Fund Information, as
of December 31, 1998
Statement of Net Assets Available for Plan Benefits, With Fund Information, as
of December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Year Ended December 31, 1998
Notes to Financial Statements
Schedule I - Item 27(a) - Schedule of Assets Held for Investment Purposes as of
December 31, 1998
Schedule II - Item 27(d) - Schedule of Reportable Transactions for the Year
Ended December 31, 1998
Schedule III - Item 27(b) - Schedule of Loans or Fixed Income Obligations in
default December 31, 1998
Ex 23.1 Consent of Independent Public Accountants
Ex 24 Powers of Attorney of the Plan Committee
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of
the Riviana Foods Inc. Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Riviana Foods Inc. Savings Plan (the Plan) as of December 31,
1998 and 1997, and the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1998. These financial statements
and the supplemental schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Riviana
Foods Inc. Savings Plan as of December 31, 1998 and 1997, and the changes in its
net assets available for plan benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes (Schedule I), reportable transactions
(Schedule II) and loans or fixed income obligations in default (Schedule III)
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The Fund Information
in the statements of net assets available for plan benefits and the statements
of changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
Houston, Texas
June 30, 1999
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
INCOME S&P 500 ASSET
ACCUMULATION STOCK ALLOCATION LIFE PATH LIFE PATH LIFE PATH
FUND FUND FUND 2000 FUND 2010 FUND 2020 FUND
------------ ----------- ---------- --------- --------- ---------
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value ....... $ 9,478,201 $11,150,376 $7,664,448 $ 314,427 $ 199,238 $ 46,709
Receivables-
Employer contributions ........ 57,726 58,318 37,138 657 852 978
Employee contributions ........ 17,332 22,951 12,565 313 339 561
------------ ----------- ---------- --------- --------- ---------
Total assets ............... 9,553,259 11,231,645 7,714,151 315,397 200,429 48,248
------------ ----------- ---------- --------- --------- ---------
LIABILITIES:
Accrued expenses ................. 8,717 7,265 7,022 242 166 42
------------ ----------- ---------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 9,544,542 $11,224,380 $7,707,129 $ 315,155 $ 200,263 $ 48,206
============ =========== ========== ========= ========= =========
<CAPTION>
BOND
LIFE PATH LIFE PATH INDEX RIVIANA PARTICIPANT
2030 FUND 2040 FUND FUND STOCK FUND LOANS TOTAL
--------- --------- -------- ---------- ----------- -----------
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value ....... $ 67,719 $ 180,470 $664,352 $ 77,929 $ 1,786,125 $31,629,994
Receivables-
Employer contributions ........ 1,994 1,990 3,945 1,617 -- 165,215
Employee contributions ........ 1,103 661 1,501 748 -- 58,074
--------- --------- -------- ---------- ----------- -----------
Total assets ............... 70,816 183,121 669,798 80,294 1,786,125 31,853,283
--------- --------- -------- ---------- ----------- -----------
LIABILITIES:
Accrued expenses ................. 57 173 483 47 -- 24,214
--------- --------- -------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 70,759 $ 182,948 $669,315 $ 80,247 $ 1,786,125 $31,829,069
========= ========= ======== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
INCOME S&P 500 ASSET
ACCUMULATION STOCK ALLOCATION LIFE PATH LIFE PATH LIFE PATH
FUND FUND FUND 2000 FUND 2010 FUND 2020 FUND
------------ ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value ....... $ 8,459,950 $8,274,727 $7,045,127 $ 6,763 $ 142,860 $ 67,561
Receivables-
Employer contributions ........ 64,264 60,078 43,657 393 810 1,392
Employee contributions ........ 4,783 2,055 1,291 -- 53 79
------------ ---------- ---------- --------- --------- ---------
Total assets ................ 8,528,997 8,336,860 7,090,075 7,156 143,723 69,032
------------ ---------- ---------- --------- --------- ---------
LIABILITIES:
Accrued expenses .................. 12,441 12,149 10,343 7 207 96
------------ ---------- ---------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 8,516,556 $8,324,711 $7,079,732 $ 7,149 $ 143,516 $ 68,936
============ ========== ========== ========= ========= =========
<CAPTION>
BOND
LIFE PATH LIFE PATH INDEX PARTICIPANT
2030 FUND 2040 FUND FUND LOANS TOTAL
--------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value ....... $ 65,948 $ 126,295 $ 116,075 $ 1,662,626 $25,967,932
Receivables-
Employer contributions ........ 1,950 1,740 1,002 -- 175,286
Employee contributions ........ 76 10 5 -- 8,352
--------- --------- ---------- ----------- -----------
Total assets ................ 67,974 128,045 117,082 1,662,626 26,151,570
--------- --------- ---------- ----------- -----------
LIABILITIES:
Accrued expenses .................. 96 182 168 -- 35,689
--------- --------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 67,878 $ 127,863 $ 116,914 $ 1,662,626 $26,115,881
========= ========= ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
INCOME S&P 500 ASSET
ACCUMULATION STOCK ALLOCATION LIFE PATH LIFE PATH LIFE PATH
FUND FUND FUND 2000 FUND 2010 FUND 2020 FUND
------------ ------------ ----------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employer ................................ $ 468,628 $ 251,841 $ 149,435 $ 2,416 $ 11,654 $ 5,300
Employee ................................ 605,428 693,054 335,686 7,137 22,947 16,570
PARTICIPANT LOAN INTEREST ................... -- -- -- -- -- --
INTEREST INCOME ............................. 519,844 -- -- -- -- --
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS -- 2,319,371 1,677,803 20,411 24,113 7,727
INTERFUND TRANSFERS ......................... 656,869 (154,806) (1,244,752) 279,807 (71) (48,685)
BENEFIT PAYMENTS AND WITHDRAWALS ............ (1,193,657) (185,554) (267,356) (958) (1,333) (1,505)
ADMINISTRATIVE EXPENSES ..................... (29,126) (24,237) (23,419) (807) (563) (137)
------------ ------------ ----------- --------- --------- ---------
INCREASE (DECREASE) IN NET ASSETS ........... 1,027,986 2,899,669 627,397 308,006 56,747 (20,730)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year ....................... 8,516,556 8,324,711 7,079,732 7,149 143,516 68,936
------------ ------------ ----------- --------- --------- ---------
End of year ............................. $ 9,544,542 $ 11,224,380 $ 7,707,129 $ 315,155 $ 200,263 $ 48,206
============ ============ =========== ========= ========= =========
<CAPTION>
BOND RIVIANA
LIFE PATH LIFE PATH INDEX STOCK PARTICIPANT
2030 FUND 2040 FUND FUND FUND LOANS TOTAL
--------- --------- --------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employer ................................ $ 8,054 $ 7,780 $ 10,185 $ 5,883 $ -- $ 921,176
Employee ................................ 24,772 16,879 18,508 14,194 -- 1,755,175
PARTICIPANT LOAN INTEREST ................... -- -- -- -- 158,557 158,557
INTEREST INCOME ............................. -- -- -- -- -- 519,844
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS 10,285 33,653 30,119 12,609 -- 4,136,091
INTERFUND TRANSFERS ......................... (38,617) 1,344 495,511 48,137 5,263 --
BENEFIT PAYMENTS AND WITHDRAWALS ............ (1,427) (4,003) (298) (371) (40,321) (1,696,783)
ADMINISTRATIVE EXPENSES ..................... (186) (568) (1,624) (205) -- (80,872)
--------- --------- --------- -------- ----------- ------------
INCREASE (DECREASE) IN NET ASSETS ........... 2,881 55,085 552,401 80,247 123,499 5,713,188
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year ....................... 67,878 127,863 116,914 -- 1,662,626 26,115,881
--------- --------- --------- -------- ----------- ------------
End of year ............................. $ 70,759 $ 182,948 $ 669,315 $ 80,247 $ 1,786,125 $ 31,829,069
========= ========= ========= ======== =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
RIVIANA FOODS INC. SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. THE PLAN:
The following description of the Riviana Foods Inc. Savings Plan (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL
The Riviana Foods Inc. Thrift Plan, which was originally adopted in 1947 and
subsequently revised, is for the exclusive benefit of the participating
employees of Riviana Foods Inc. (the Company or the Employer) and their
beneficiaries and is administered by an administrative committee (the
Administrative Committee) which is appointed by the board of directors of the
Company. The Riviana Foods Inc. Thrift Plan was restated effective January 1,
1992, and in connection with the restatement, its name was changed to the
Riviana Foods Inc. Savings Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Barclays Global Investors, National Association, served as the trustee of the
Plan (the Trustee) for the year ended December 31, 1997. On August 29, 1997,
Merrill Lynch Trust Company, FSB (Merrill Lynch) acquired the 401(k) division
from Barclays Global Investors, National Association. Effective January 1, 1998,
Merrill Lynch became the trustee of the Plan and served as trustee for the plan
year ended December 31, 1998.
The Trustee maintained 10 separate funds for investment purposes during the Plan
year ended December 31, 1998: the Income Accumulation Fund, consisting of funds
held under guaranteed investment contracts issued by insurance companies and
banks; the S&P 500 Stock Fund, consisting of cumulative shares in a common stock
fund; the Asset Allocation Fund, consisting of investments in common stock and
government securities; and the Life Path Funds, which invest in a wide variety
of stocks, bonds and money market securities. Investment options in the Life
Path Funds include Life Path 2000, Life Path 2010, Life Path 2020, Life Path
2030 and Life Path 2040; and the Bond Index Fund, a fixed-income fund with an
objective to achieve a high rate of total return at reasonable risk over the
long term by actively shifting investments among various maturities of U.S.
Treasury debt securities. During the Plan year ended December 31, 1998, the
Riviana Stock Fund was added as an investment election. This fund invests in the
Company's common stock. Participants may choose to invest their contributions
among the 10 funds.
Investments in the Riviana Stock Fund are assigned units of participation. The
unit value is determined daily based upon the fair market value of the
underlying assets. The total units assigned to participants at December 31,
1998, were 6,430 at a market value of $12.12 per unit.
ELIGIBILITY
Domestic employees become eligible to participate in the Plan at the beginning
of the month following completion of one full year of service during which they
completed 1,000 hours or more of service.
CONTRIBUTIONS
The Plan, under Section 401(k) of the Internal Revenue Code (the Code), permits
employees to make pretax contributions to the Plan. Under 401(k) savings,
participants may contribute, by payroll deduction, 1 percent to 16 percent of
their base pay on a pretax basis. In addition, the employer contributes an
amount equal to 55 percent of employee pretax contributions up to 6 percent of
their base pay. Under after-tax savings, participants may contribute, by payroll
deduction, 1 percent to 16 percent of their base pay on an after-tax basis. In
addition, the employer contributes an amount equal to 50 percent of employee
after-tax contributions up to 6 percent of their base pay. Total employee
contributions to both options may not exceed 16 percent of the employee's base
pay.
<PAGE>
To be eligible for 401(k) employer contributions, participants must contribute
401(k) savings during the Plan quarter, be employed by the employer at
quarter-end and must not have taken a hardship withdrawal during the quarter. To
be eligible for after-tax savings employer contributions, participants must
contribute after-tax savings during the Plan quarter, be employed by the
employer at quarter-end and must not have taken an after-tax savings withdrawal
during the quarter. As specified by the Plan, total employer contributions to
either 401(k) savings or after-tax savings cannot exceed the matching on a total
of 6 percent of each participant's base pay, and employee contributions to
401(k) savings will be matched first. All employer matching contributions are
made after the end of each quarter.
LOANS
Participants may obtain loans secured by the pledge of the participant's right,
title and interest in the Plan. The interest rate on loans is based on bank
prime lending rates at the time of the loan, plus 1 percent. The loans are
subject to certain limitations in the Plan provisions.
METHOD OF ALLOCATION
The net income or loss on each fund is allocated daily to participants in the
proportion of their balances to the total fund balance.
BENEFIT PAYMENTS AND WITHDRAWALS
Participants who terminate for any reason other than death, disability or
retirement (age 65) are entitled to receive the value in their employer and
employee contribution accounts on or before the Plan quarter-end coinciding with
or the next Plan quarter-end preceding termination of service, plus all employee
contributions subsequent to the previous Plan quarter-end. Participants
terminating as a result of death, disability or retirement are entitled to
receive the entire value of their employer and employee contribution accounts
coinciding with or on the next Plan quarter-end following termination of
service. A participant may elect to receive benefits in the form of a lump-sum
payment or periodic installments where the participant chooses the frequency of
payment, not to exceed the life expectancy of the participant and spouse.
If participants withdraw any portion of the first 6 percent of their annual
compensation they contribute to the after-tax savings prior to termination, they
forfeit the right to current-quarter after-tax employer contributions.
Participants may continue to contribute after requesting an after-tax withdrawal
from the Plan.
Included in net assets available for Plan benefits are amounts requested but not
yet paid to participants which totaled $- and $7,644 at December 31, 1998 and
1997, respectively.
VESTING
Participants are fully vested in the entire employee contributed portion of
their accounts as well as any employer contributions applied to their accounts.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event the Plan is terminated,
all accounts will become payable in full.
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting. The preparation of the financial statements in
accordance with generally accepted accounting principles requires management to
use estimates and assumptions that affect the accompanying financial statements
and disclosures. Actual results could differ from those estimates.
INVESTMENTS
Investments are recorded at cost and adjusted to fair value at the end of the
Plan's reporting period based on quoted market prices.
The Plan follows Statement of Position 94-4 (SOP 94-4), "Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined Contribution
Pension Plans." Under SOP 94-4, fully benefit-responsive investment contracts
are valued at contract value which represents the principal balance of the
contracts plus accrued interest at the stated contract rate, less payments
received and contract charges by the insurance company. The Plan is invested in
the Income Accumulation Fund which provides for the collective investment of the
assets of tax-exempt pension and profit-sharing plan trusts primarily in a pool
of investment contracts issued by North American life insurance companies and
U.S. banks. The average aggregate yield of the Income Accumulation Fund's
investments for the year ended December 31, 1998, was 6.16 percent, and fair
value of the investments approximates contract value.
FEDERAL INCOME TAX
The Plan obtained its latest determination letter on May 9, 1995, in which the
Internal Revenue Service stated that the Plan, as designed, is in compliance
with the applicable requirements of the Code. Therefore, no provision for income
taxes has been included in the Plan's financial statements. The Plan
administrative committee believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the Code.
EXPENSES
For financial reporting purposes, administrative expenses paid by the Company,
including the Trustee's fees, are included in the Plan's administrative expenses
and employer contributions.
Administrative expenses not specifically identifiable to a particular fund are
allocated to the funds on a pro rata basis based on the year-end investment, at
fair value balances.
3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for Plan benefits per
the financial statements to the Form 5500 at December 31, 1998 and 1997:
1998 1997
----------- ------------
Net assets available for Plan benefits
per the financial statements ................. $31,829,069 $ 26,115,881
Less- Amounts allocated to withdrawing
participants ............................... -- (7,644)
----------- ------------
Net assets available for Plan benefits
per the Form 5500 ............................ $31,829,069 $ 26,108,237
=========== ============
<PAGE>
The following is a reconciliation of benefit payments and withdrawals per the
financial statements to the Form 5500 for the year ended December 31, 1998:
Benefit payments and withdrawals per the financial
statements ................................................. $ 1,696,783
Add- Amounts allocated to withdrawing
participants at December 31, 1998 ........................ --
Less- Amounts allocated to withdrawing
participants at December 31, 1997 ........................ (7,644)
-----------
Benefit payments and withdrawals per the Form 5500 ........... $ 1,689,139
===========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit requests that have been processed and approved for payment prior to
year-end but not yet paid as of that date.
4. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in common trust funds and mutual
funds, which invest in guaranteed investment contracts, short-term investments,
government obligations, corporate bonds and notes and common stocks. Investment
securities, in general, are exposed to various risks, such as interest rate,
credit and overall market volatility risks. Due to the level of risk associated
with certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statements of net
assets available for plan benefits, with fund information.
5. SUBSEQUENT EVENT:
Effective January 1, 1999, domestic employees become eligible to participate in
the Plan at the beginning of the month following completion of six months of
service during which they completed 500 hours or more of service.
<PAGE>
SCHEDULE I
RIVIANA FOODS INC. SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT SHARES COST VALUE
----------------- ------------------------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Merrill Lynch Trust Company, FSB* Income Accumulation Fund 639,861 $ 9,478,201 $ 9,478,201
BZW Barclays Global Investors* S&P 500 Stock Fund 236,287 6,172,949 11,150,376
BZW Barclays Global Investors* Asset Allocation Fund 230,996 4,343,578 7,664,448
BZW Barclays Global Investors* Life Path 2000 Fund 21,625 294,108 314,427
BZW Barclays Global Investors* Life Path 2010 Fund 11,517 165,034 199,238
BZW Barclays Global Investors* Life Path 2020 Fund 2,388 39,731 46,709
BZW Barclays Global Investors* Life Path 2030 Fund 3,166 56,802 67,719
BZW Barclays Global Investors* Life Path 2040 Fund 7,709 134,805 180,470
BZW Barclays Global Investors* Bond Index Fund 37,855 647,135 664,352
Riviana Foods Inc.* Common stock 3,163 68,010 77,098
Merrill Lynch Trust Company, FSB* Money Market Fund 831 831
The Plan* Participant loans, outstanding
principal of loans to participants
at various interest rates from 7.0%
to 10.0% 1,786,125 1,786,125
------------ -----------
Total assets held for
investment purposes $ 23,187,309 $31,629,994
============ ===========
</TABLE>
*Indicates a party in interest.
<PAGE>
SCHEDULE II
RIVIANA FOODS INC. SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
PURCHASE SELLING CURRENT
PRICE, PRICE, VALUE
INCLUDING NET OF OF ASSET ON
NUMBER OF BROKERAGE BROKERAGE COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS FEES FEES ASSET DATE GAIN
-------------------------- -------------------- ------------ ---------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of transactions-
BZW Barclays Global Investors* Asset Allocation Fund 75 $1,493,720 $ - $ 1,493,720 $ 1,493,720 $ -
BZW Barclays Global Investors* Asset Allocation Fund 116 - 2,552,202 1,554,345 2,552,202 997,857
BZW Barclays Global Investors* Bond Index Fund 44 1,330,600 - 1,330,600 1,330,600 -
BZW Barclays Global Investors* Bond Index Fund 13 - 812,442 798,867 812,442 13,575
Merrill Lynch Trust Company, FSB* Income Accumulation Fund 57 2,998,539 - 2,998,539 2,998,539 -
Merrill Lynch Trust Company, FSB* Income Accumulation Fund 166 - 2,500,132 2,500,132 2,500,132 -
BZW Barclays Global Investors* S&P 500 Stock Fund 84 2,250,492 - 2,250,492 2,250,492 -
BZW Barclays Global Investors* S&P 500 Stock Fund 116 - 1,694,214 1,017,995 1,694,214 676,219
</TABLE>
*Indicates a party in interest.
This schedule is a listing of series transactions of the same security
which exceed 5 percent of the current value of Plan assets at the
beginning of the year and are deemed to be reportable transactions
for the year ended December 31, 1998.
<PAGE>
SCHEDULE III
RIVIANA FOODS INC. SAVINGS PLAN
ITEM 27(B) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
AMOUNT RECEIVED
DURING THE
ORIGINAL REPORTING YEAR UNPAID AMOUNT OVERDUE
IDENTITY OF AMOUNT ------------------ BALANCE AT ----------------------
OBLIGOR DESCRIPTION OF LOAN OF LOAN PRINCIPAL INTEREST END OF YEAR PRINCIPAL INTEREST
- -------------- -------------------------------------------- ------- --------- --------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
Participant 1 9.5% interest, beginning December 1, 1997,
52 weekly payments, matured December 2,
1998 $ 1,700 $ 1,699 $ 90 $ 1 $ 1 $ -
Participant 2 10.0% interest, beginning May 9, 1995,
156 weekly payments, matured May 8, 1998 1,000 357 20 65 65 -
Participant 3 7.0% interest, beginning December 13 ,1993,
260 weekly payments, matured December 10,
1998 2,419 532 37 251 251 1
Participant 4 9.750% interest, beginning November 30,
1995, 156 weekly payments, matured
December 11, 1998 1,700 597 60 304 304 1
Participant 5 9.250% interest, beginning December 16,
1996, 104 weekly payments, matured
December 16, 1998 1,100 297 37 285 285 2
Participant 6 9.750% interest, beginning October 30, 1995,
156 weekly payments, matured October 23,
1998 2,500 796 86 525 525 1
Participant 7 9.250% interest, beginning March 12, 1996,
134 weekly payments, matured December 8,
1998 3,500 1,153 62 248 248 1
Participant 8 7.0% interest, beginning October 29, 1993,
260 weekly payments, matured October 23,
1998 1,000 153 8 41 41 -
Participant 9 7.0% interest, beginning April 12, 1993,
60 monthly payments, matured March 31,
1998 459 88 3 19 19 -
Participant 10 10.0% interest, beginning May 9, 1995,
156 weekly payments, matured May 8, 1998 1,277 443 49 416 416 1
Participant 11 7.0% interest, beginning November 23, 1993,
260 weekly payments, matured November 20,
1998 2,859 229 88 1,177 1,177 2
Participant 12 7.0% interest, beginning February 22, 1993,
120 semimonthly payments, matured
February 15, 1998 9,000 - - 969 969 95
Participant 13 9.750% interest, beginning October 20, 1995,
120 semimonthly payments, maturing
October 15, 2000 6,000 - - 4,166 1,678 587
Participant 14 9.50% interest, beginning June 25, 1997,
260 weekly payments, maturing June 21,
2002 500 84 42 401 23 2
Participant 15 9.50% interest, beginning September 28,
1998, 69 weekly payments, maturing
January 26, 2000 1,576 - - 1,576 242 41
Participant 16 9.750% interest, beginning September 19,
1995, 260 weekly payments, maturing
September 15, 2000 4,732 897 272 2,371 457 13
Participant 17 10.0% interest, beginning April 25, 1995,
260 weekly payments, maturing April 21,
2000 6,000 797 305 2,561 664 14
Participant 18 9.25% interest, beginning March 4, 1997,
104 weekly payments, maturing March 4,
1999 1,217 619 59 297 192 2
Participant 19 8.25% interest, beginning July 8, 1994,
260 weekly payments, maturing July 1,
1999 1,500 289 41 357 182 2
Participant 20 9.50% interest, beginning December 29,
1994, 520 weekly payments, maturing
December 16, 2004 10,000 714 726 7,408 318 54
Participant 21 9.25% interest, beginning March 11,
1996, 120 semimonthly payments,
maturing February 28, 2001 22,000 4,017 1,353 13,138 2,344 144
Participant 22 9.50% interest, beginning June 25,
1997, 120 semimonthly payments,
maturing June 15, 2002 20,000 3,287 1,625 16,114 1,184 188
Participant 23 9.25% interest, beginning December 3,
1996, 156 weekly payments, maturing
December 2, 1999 733 226 44 365 117 2
Participant 24 8.75% interest, beginning December 9,
1998, 24 weekly payments, maturing
June 7, 1999 500 500 27 21 21 -
Participant 25 9.50% interest, beginning December 17,
1997, 52 weekly payments, matured
December 13, 1998 1,000 978 52 22 22 -
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned, hereunto duly authorized.
RIVIANA FOODS INC. SAVINGS PLAN
(Name of Plan)
Date July 12, 1999 By /s/ JACK M. NOLINGBERG
JACK M. NOLINGBERG
VICE PRESIDENT
Date July 12, 1999 By /s/ E. WAYNE RAY, JR.
E. WAYNE RAY, JR.
VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
TREASURER AND DIRECTOR
Date July 12, 1999 * FRANK A. GODCHAUX III
CHAIRMAN OF THE BOARD
Date July 12, 1999 * JOSEPH A. HAFNER, JR.
CHIEF EXECUTIVE OFFICER,
PRESIDENT AND DIRECTOR
Date July 12, 1999 * W. DAVID HANKS
EXECUTIVE VICE PRESIDENT AND DIRECTOR
Date July 12, 1999 *By /s/ ELIZABETH B. WOODARD
ELIZABETH B. WOODARD
(AS ATTORNEY-IN-FACT FOR EACH OF
THE PERSONS INDICATED)
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report, dated June 30, 1999, included in this Form 11-K, into
the Company's previously filed Form S-8 Registration Statements (File No.
333-40865, 333-15843 and 333-02484) and the Company's previously filed Form S-3
Registration Statement (File No. 333-17901).
ARTHUR ANDERSEN LLP
Houston, Texas
July 12, 1999
EXHIBIT 24
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
Elizabeth B. Woodard as Attorney-in-Fact in his name, place and stead to execute
the Company's Annual Report on Form 11-K for the fiscal year ended December 3l,
1998, together with any and all subsequent amendments thereof, in his capacity
as Director and hereby ratifies all that said Attorney-in-Fact may do by virtue
thereof.
July 12, 1999 /s/ FRANK A. GODCHAUX III
Frank A. Godchaux III,
Chairman of the Board of Directors
<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
Elizabeth B. Woodard as Attorney-in-Fact in his name, place and stead to execute
the Company's Annual Report on Form 11-K for the fiscal year ended December 31,
1998, together with any and all subsequent amendments thereof, in his capacity
as Director and Officer and hereby ratifies all that said Attorney-in-Fact may
do by virtue thereof.
July 12, 1999 /s/ JOSEPH A. HAFNER, JR.
Joseph A. Hafner, Jr.,
President, Chief Executive Officer
and Director
<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
Elizabeth B. Woodard as Attorney-in-Fact in his name, place and stead to execute
the Company's Annual Report on Form 11-K for the fiscal year ended December 31,
1998, together with any and all subsequent amendments thereof, in his capacity
as Director and Officer and hereby ratifies all that said Attorney-in-Fact may
do by virtue thereof.
July 12, 1999 /s/ W. DAVID HANKS
W. David Hanks,
Executive Vice President and Director
