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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _______________ to
_________________
Commission File Number 0-25294 RIVIANA FOODS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0177572
(State of Incorporation) (I.R.S. Employer Identification No.)
2777 ALLEN PARKWAY
HOUSTON, TX 77019-2141
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 529-3251
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class )
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of September 17, 1996 the aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was approximately
$98,557,000 .
The number of shares of Common Stock of the Registrant, par value $1.00
per share, outstanding at September 17, 1996 was 15,867,090.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Stockholders for the fiscal
year ended June 30, 1996 (the "1996 Annual Report") are incorporated by
reference into Part I, Item 1; Part II, Items 5, 7 and 8; and Part IV, Item 14.
Portions of Registrant's definitive Proxy Statement for the 1996 Annual
Meeting of Stockholders to be held October 23, 1996 (the "Proxy Statement") are
incorporated by reference into Part III, Items 10, 11, 12 and 13.
1
PART I
ITEM 1. BUSINESS.
Riviana Foods Inc. ("Riviana", the "Company", or the "Registrant") was
incorporated on January 31, 1986. The Company's predecessors date back to 1911
when Frank A. Godchaux began the amalgamation of 25 rice mills in southwest
Louisiana.
Riviana processes, markets and distributes rice products in the United
States, cookies, crackers, fruit juices, nectars and drinks, and processed
fruits and vegetables in Central America, and rice and other food products in
Europe. For fiscal 1996, the Company's domestic operations accounted for
approximately 58% and 76% of net sales and operating income before general
corporate expenses, respectively, and international operations accounted for
approximately 42% and 24% of net sales and operating income before general
corporate expenses, respectively. Financial segment information by geographic
area for the most recent three fiscal years is set forth on page 30, Note 13,
"Segment information," of the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1996 (the "Annual Report"). Such information is
incorporated herein by reference.
Riviana's domestic operations consist of sales of retail branded and
private-label rice products, sales of rice products to retail food service
chains, sales of rice and rice by-products to major food processors and other
industrial users and exports of branded and value-added bulk rice products to
Puerto Rico and a number of international markets. Sales of retail branded and
private-label rice products represent the most significant component of the
Company's domestic operations, accounting for approximately 43% of the Company's
total net sales during fiscal 1996.
By volume, Riviana is the largest seller of retail branded and
private-label rice products in the United States, offering a variety of products
in each of the retail rice industry's four categories: dried rice (milled white
and parboiled rice), instant rice (rice that cooks in 10 minutes or less),
prepared rice (specialty mixes) and brown rice.
The Company's domestic sales by hundredweight ("cwt") of retail rice
products have grown at a compound annual rate of 5% from fiscal 1992 to 1996.
The Company believes its consistent growth has resulted from its longstanding
national presence and reputation for quality, and its ability to develop and
market easy-to-prepare, value-added instant and specialty mix products. Sales of
instant and specialty mixes have enjoyed particularly strong growth, increasing
at a compound annual rate of 11% from fiscal 1992 to 1996. The Company believes
its strong growth in the instant and specialty categories stems in part from a
shift in consumer preferences toward more healthful, flavorful, easy-to-prepare
food products.
The Company markets its branded products under a number of nationally
recognized brand names including:
MAHATMA(R) - the volume leader of packaged long grain rice sold
in the retail grocery trade. SUCCESS(R) - the leading brand of
instant boil-in-bag rice and the second leading brand of instant
rice in the U.S. CAROLINA(R) - the second leading brand of
packaged long grain rice in the northeastern U.S. WATERMAID(R) -
the leading brand of medium grain rice in the southeastern U.S.
RIVER(R) - the second leading brand of packaged medium grain rice
in the northeastern U.S.
Riviana also markets a variety of easy-to-prepare, flavored rice mixes
under the Mahatma(R) and Success(R) brand names, including Mahatma(R) brand
Yellow Rice, Red Beans & Rice and Black Beans & Rice, and Success(R) brand Brown
& Wild Rice and Broccoli & Cheese Rice.
2
In addition to its branded products, the Company supplies a full range
of private-label rice products--dried rice, instant rice, rice mixes and brown
rice--to numerous food retailers, including 19 of the top 20 supermarket chains
in the United States.
The Company supplies parboiled and instant rice in bulk to a number of
the nation's major food processors for use as an ingredient in other food
products. The Company also markets a range of food service products, principally
instant rice, parboiled rice, and rice mixes, to several of the top restaurant
chains and food service companies in the United States, and sells bulk rice and
rice by-products to industrial users.
Riviana exports brand name and value-added bulk rice products to Puerto
Rico and a number of foreign countries. The Company's Puerto Rican brands, El
Mago(R), Sello Rojo(R) and Mahatma(R), represent approximately 20% of the total
Puerto Rican retail rice market, where per capita rice consumption is
approximately five times the United States level. The Company also exports
brand-name and private-label rice products to Canada, Mexico and countries in
the Caribbean, Europe, Africa and the Middle East.
The Company's Costa Rican subsidiary, Pozuelo, S.A. ("Pozuelo"), is one
of the largest manufacturers of cookies and crackers in Central America. Costa
Rica is Pozuelo's largest market, followed by Guatemala and El Salvador. The
Company has committed significant resources to Pozuelo in the past five years to
modernize its facilities and convert it into a modern, efficient baking
operation. Pozuelo's principal brands are Riviana Pozuelo(R) soda crackers and
saltines, Bokitas(R) oil sprayed crackers, Familia(R) assortments of sweet
biscuits, and Chiky(R), which is a chocolate- enrobed sweet biscuit. Its newest
product, a vanilla flavored cookie, is marketed under the Tipo(R) brand. Many of
these products are market leaders in Central America. Pozuelo's sales, expressed
in dollars, have grown at a compound annual rate of 10.5% for the past five
fiscal years.
The Company's Guatemalan subsidiary, Alimentos Kern de Guatemala, S.A.
("Kern"), is one of the largest fruit and vegetable processing operations in
Central America. Kern produces a wide variety of products, including fruit
juices and nectars, fruit drinks, tomato products (sauces, ketchup and paste),
canned vegetables and refried beans. Kern's products are sold principally in
Central America with its largest markets being Guatemala, Costa Rica and El
Salvador. Exports, including refried beans exported to the United States,
represent a growing part of Kern's business. Many of Kern's primary brand name
products are market leaders in Central America in their respective categories.
Kern's sales, expressed in dollars, have grown at a compound annual rate of
10.1% for the past five fiscal years.
The Company's subsidiaries in Central America accounted for
approximately 16% of net sales and 19% of operating income before general
corporate expenses in fiscal 1996.
The Company's Belgian subsidiary, N & C Boost N.V. ("N&C"), competes in
the continental European rice market through its management of Boost
Distribution C.V. ("Boost"). Boost is accounted for as an unconsolidated
affiliate and is jointly owned by N&C and Arrocerias Herba, S.A., a major
European rice miller and marketer. Boost buys parboiled and regular brown rice
in bulk, which it then mills, packages and markets under its own and
private-label brand names and in bulk. Boost markets its own brand name,
Bosto(R), which is the leading brand of consumer packaged rice in Belgium.
Boost's Boss(R) brand canned cream rice is the leading canned creamed rice in
Belgium. Boost also distributes bulk and private-label packaged rice to major
retailers in Europe. The Boost joint ownership agreement provides that after
January 1, 1997, each party has certain rights to buy the other's interest or
require the other to buy its interest. N&C also owns a one-third interest in
Herto N.V., a major European rice cake manufacturer.
Stevens & Brotherton Ltd. ("S&B"), the Company's United Kingdom
subsidiary, is a distribution company that distributes a variety of brand name
and private-label products including packaged rice, dried fruits and nuts, and
canned fruits, vegetables, meats and fish to retail, wholesale, food service and
industrial customers in the United Kingdom. The products distributed by S&B are
all produced by other manufacturers and generate a lower gross profit margin
than other Riviana operations.
The Company's European operations accounted for approximately 26% of net
sales and 5% of operating income before general corporate expenses in fiscal
1996.
3
Financial segment information by geographic area for the most recent
three fiscal years is set forth on page 30, Note 13, "Segment information", of
the Annual Report and is incorporated herein by reference.
The Company is exposed to certain political, economic and other risks
inherent in doing business abroad, including exposure to currency exchange rate
fluctuations, currency exchange restrictions, potentially unfavorable changes in
tax or other laws, partial or total expropriation, and the risks of war,
terrorism and other civil disturbances. Additional information related to this
matter is set forth on page 13 of Management's Discussion and Analysis of
Financial Condition and Results of Operations under the caption "General" in the
Annual Report and is incorporated herein by reference. The Company's strategies
for minimizing the effect of currency rate fluctuations are to borrow in local
currencies, denominate accounts receivable in local currencies and hedge certain
short-term foreign product procurement commitments with specific currency
exchange contracts. Currency rate fluctuations have not materially impacted the
historical results of operations. The functional currencies of the Company's
foreign subsidiaries are as follows: United Kingdom--pound sterling,
Belgium--Belgian franc, Costa Rica--colon, and Guatemala--quetzal.
The Company has a large customer base that includes retail supermarket
chains, wholesalers, industrial ingredient users, restaurant chains, breweries
and other food processors. No customer, domestic or international, accounted for
more than 5% of the Company's consolidated revenues in fiscal 1996.
In the United States, the Company supports its branded business
primarily with regional media advertising and trade and consumer promotions,
including significant coupon and product tie-in programs. These programs are
coordinated by Company marketing and sales departments through nine regional
managers and a national network of food brokers.
The Company's sales of retail rice products are executed on a purchase
order basis, although the Company does have a limited number of short-term (one
year or less) contracts under which it supplies rice products to industrial
customers. The Company's sales of retail rice products are conducted through
independent food brokers, who are coordinated by the Company's regional sales
managers. Products are distributed through a nationwide network of Company and
public warehouses.
The Company buys rough rice from a variety of farm sources, primarily in
Arkansas and Louisiana. No single source accounts for more than 11% of rough
rice purchases. In addition to milling rice in its own facilities, the Company
purchases significant amounts of rice milled to the Company's specifications
from a number of the leading rice milling companies in the United States. In
fiscal 1996, the Company purchased approximately 85% of its milled rice from
three suppliers. The Company believes adequate alternative sources of supply are
readily available.
The Company's competitive position depends largely on continued consumer
brand loyalty and its ability to introduce and gain customer acceptance for new
products. The Company competes with three major industry leaders and with
several regional competitors on the basis of price, quality, brand name
recognition, availability of products, and product innovation.
Mars, Inc., through its subsidiary Uncle Ben's, Inc., is the largest
seller of branded rice in the industry measured in dollars. The Company is the
industry leader in sales of branded rice measured by volume. Kraft General
Foods, a subsidiary of Philip Morris Companies, Inc., produces the leading brand
of instant rice (Minute), and The Quaker Oats Company produces the leading brand
of rice mixes (Rice-A-Roni).
The Company's Central American subsidiaries have local competitors, some
of which are affiliated with multinational companies. New competition has come
from an influx of international brands imported from the United States, Mexico
and South America attributable largely to declining import duties in Central
America.
In Belgium, Boost competes with branded products from Master Foods (a
subsidiary of Mars, Inc.) as well as branded products packaged by other European
millers and processors. In the United Kingdom, S&B competes with European rice
millers, including mills in the United Kingdom, from which it also purchases
rice, for its share of the rice market. In the private-label market for products
other than rice, S&B competes with importers representing world-wide
manufacturing operations that process fruits, vegetables and other food
products.
4
Although the Company is not involved in rice farming, certain government
regulations affecting United States rice farmers have an impact on the Company's
cost of raw materials. Substantially all rice grown in the United States is
influenced by government programs.
In April 1996, the Federal Agriculture Improvement and Reform Act ("1996
Farm Bill") was enacted to replace the 1990 predecessor, the Food, Agriculture,
Conservation and Trade Act of 1990 ("1990 Farm Bill"). The 1996 Farm Bill
provides marketing loans and agricultural marketing transition payments (as
defined) to qualifying farmers for seven years beginning with the 1996 crop. The
agricultural market transition payments range on a declining scale from $2.75
per cwt for the 1996 crop to $2.03 per cwt in 2002 and replace similar payments
of the 1990 Farm Bill. Unlike the payments under the 1990 Farm Bill, the
agricultural market transition payments are fixed without reference to price
levels. Other important provisions of the 1996 Farm Bill include the elimination
of acreage reduction incentives and increased flexibility of farmers to plant
different crops other than rice as market conditions warrant. The changes
introduced by the 1996 Farm Bill may have a significant impact on the supply and
price level of rice grown in the United States.
The Company is subject to various federal, state and local environmental
laws and regulations concerning air quality, water quality, and the generation,
use and disposal of materials relating to plant operations and to the processing
of rice. The Company procures and maintains the necessary environmental permits
and licenses in order to operate its facilities and considers itself to be in
compliance in all material respects with those environmental laws and
regulations currently applicable to its business and operations. Such compliance
has not materially affected the Company's business, financial condition or
results of operations.
The manufacture and marketing of the Company's products are subject to
regulation in the United States by federal regulatory agencies, including the
Environmental Protection Agency, the Occupational Safety and Health
Administration, the Food and Drug Administration ("FDA"), and by various state
and local authorities. The FDA also regulates the labeling of the Company's
products. The Company's operations outside the United States are subject to
similar regulation in a number of countries. Compliance with existing
requirements of such governmental bodies has not materially affected the
Company's capital expenditures, earnings or competitive position.
The Company's brands are protected by numerous trademark registrations
in the United States and foreign jurisdictions. The Company believes that its
registered trademarks have significant value, and are adequate to protect the
brand names significant to its business.
As of August 31, 1996, the Company employed approximately 2,426
employees, 25% of whom were covered by collective bargaining agreements. In
Houston, Texas, the Company is a party to collective bargaining agreements with
General Drivers, Warehousemen and Helpers Teamsters Local Union No. 968,
covering a total of 219 employees. In Memphis, Tennessee, the Company is a party
to a collective bargaining agreement with Teamsters Local Union No. 1196
covering 107 employees. In Guatemala, Kern is a party to a collective bargaining
agreement with a local union covering 282 employees. The Company believes its
labor relations are good.
5
ITEM 2. PROPERTIES.
The following table lists the Company's principal properties, all of
which are owned unless otherwise indicated.
Location Nature of Facility Square Footage
-------- ------------------ --------------
Houston, Texas Processing, packaging, technical 170,600
center, warehouse
Houston, Texas(1) Corporate headquarters 52,100
Abbeville, Louisiana Processing, packaging, warehouse 137,200
Memphis, Tennessee Packaging, warehouse 99,700
Carlisle, Arkansas Processing 47,500
Edison, New Jersey(1) Warehouse 94,500
Orpington, England(1) Trading office 11,100
Bristol, England(2) Distribution 210,000
San Jose, Costa Rica Production, packaging, warehouse 257,000
Guatemala City, Guatemala Production, packaging, warehouse 267,000
- ---------------
(1) Leased facility.
(2) Contracted space and services.
In addition to the properties listed in the table, the Company owns six
drying and storage facilities strategically located in the rice growing region
of the southeastern United States, and leases warehouse facilities in Houston
and Memphis.
ITEM 3. LEGAL PROCEEDINGS.
The Company is from time to time subject to claims and suits arising in
the ordinary course of business. The Company is not currently a party to any
proceeding which, in management's opinion, would have a material adverse effect
on the Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended June 30, 1996, no
matter was submitted to a vote of the stockholders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information relating to the Company's common stock is set forth on pages
28 through 29 in Note 11, "Capital stock", and on page 31 in Note 14, "Selected
quarterly financial data (unaudited)", of the Annual Report and is incorporated
herein by reference.
On August 16, 1996, the Board of Directors declared a quarterly cash
dividend of $.0900 per common share payable October 24, 1996 to stockholders of
record on September 10, 1996.
The Company has a continuing stock repurchase program which it announced
on August 21, 1995. The program authorizes the repurchase of up to 500,000
shares of the Company's common stock from time to time. The Company has
repurchased 64,000 shares as of September 24, 1996. The Company expects to
finance any future repurchases from working capital, unused short-term credit
lines and cash flow from operations.
6
ITEM 6. SELECTED FINANCIAL DATA.
The following table represents selected consolidated financial data for
the Company and its subsidiaries for each of the five fiscal years 1992 through
1996. All amounts are in thousands except per share data.
1996 1995 1994 1993 1992
-----------------------------------------------------
INCOME STATEMENT DATA:
Net sales ......................... $440,492 $427,229 $419,143 $378,730 $340,002
Income before extraordinary item .. 18,342 14,931 17,480 13,176 11,034
Net income ........................ 18,342 14,931 16,443 13,176 11,034
Earnings per share:
Income before extraordinary item 1.16 0.96 1.14 0.86 0.72
Net income ..................... 1.16 0.96 1.07 0.86 0.72
BALANCE SHEET DATA (AT END OF YEAR):
Total assets ...................... $182,504 $175,683 $175,635 $162,886 $167,734
Short-term debt and Current
maturities of long-term debt ... 13,031 13,276 31,597 19,023 24,957
Long-term debt, net of current
maturities ..................... 3,644 2,372 2,432 25,592 27,775
Total debt ........................ 16,675 15,648 34,029 44,615 52,732
Stockholders' equity .............. 116,506 106,795 90,654 74,449 68,063
Dividends paid per share .......... 0.3466 0.2499 0.2000 0.1830 0.1670
The above information is presented using the FIFO (first-in, first-out)
method to determine the cost of domestic rice inventories. Subsequent to fiscal
1995 year end, the Company changed its accounting method from LIFO (last-in,
first-out) to FIFO. The above information has been restated to reflect the
restatement of the consolidated financial statements for the change in method of
accounting for domestic rice inventories.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
This information is set forth in the Management's Discussion and
Analysis of Financial Condition and Results of Operations section on pages 13
through 16 of the Annual Report and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Balance Sheets of the Company and its subsidiaries as
of June 30, 1996 and July 2, 1995 and the related Consolidated Statements of
Income, Capital Accounts and Retained Earnings, Other Equity Accounts and Cash
Flows for the fiscal years ended June 30, 1996, July 2, 1995 and July 3, 1994,
together with the related Notes to Consolidated Financial Statements, included
in the Annual Report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to be reported under this item.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to the Directors of the Company is set forth under
the captions "General" and "The Company recommends Voting "FOR" the nominees" on
pages 4 through 5 in the Proxy Statement and is incorporated herein by
reference.
7
ITEM 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is set forth under the
captions "Compensation Tables" and "Retirement Plan" on pages 9 through 11 in
the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to the ownership of equity securities of the
Company by certain beneficial owners and management is set forth under the
caption "Common Stock Outstanding and Principal Holders Thereof" on pages 1
through 3 in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to certain relationships with a beneficial
stockholder and certain related transactions is set forth under the captions
"Compensation and Stock Option Committee Interlock and Insider Participation"
and "Certain Transactions" on pages 8 through 9 in the Proxy Statement and is
incorporated herein by reference.
8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) The following financial statements and report included in the Annual
Report and are incorporated herein by reference.
Page No.
in the
Annual Report
-------------
Consolidated Balance Sheets as of June 30, 1996, and July 2, 1995 ................... 17
Consolidated Statements of Income for the fiscal years ended
June 30, 1996, July 2, 1995, and July 3, 1994 .................................. 18
Consolidated Statements of Capital Accounts and Retained Earnings for the fiscal years
ended June 30, 1996, July 2, 1995, and July 3, 1994 ............................ 19
Consolidated Statements of Other Equity Accounts for the fiscal years ended
June 30, 1996, July 2, 1995, and July 3, 1994 ................................... 19
Consolidated Statements of Cash Flows for the fiscal years ended
June 30, 1996, July 2, 1995, and July 3, 1994 ................................... 20
Notes to Consolidated Financial Statements ........................................... 21
Report of Independent Public Accountants ............................................. 32
(2) The following report and schedule are filed herewith as a part hereof:
Independent Accountants' Report of Arthur Andersen LLP dated
August 12, 1996, on the Company's consolidated financial
statement schedule filed as a part hereof for the fiscal years
ended June 30, 1996, July 2, 1995, and July 3, 1994
Schedule II (Valuation and Qualifying Accounts - Allowance for
Doubtful Accounts) for the fiscal years ended June 30, 1996, July
2, 1995 and July 3, 1994
All other schedules are omitted because they are not applicable or the
required information is included herein or is shown in the consolidated
financial statements or notes thereto incorporated herein by reference.
(3)Exhibits required to be filed by Item 601 of Regulation S-K are listed
below and are filed as a part hereof. Documents not designated as being
incorporated herein by reference are filed herewith. The paragraph
numbers correspond to the exhibit numbers designated in Item 601 of
Regulation S-K.
3(i) The Company's Restated Certificate of Incorporation dated
December 28, 1994 is incorporated herein by reference to Exhibit
3.01 to the Company's Registration Statement on Form S-1, NO.
33-87838 under the Securities Act of 1933, as amended (the
"Registration Statement")
3(ii) The Company's By-laws, as amended effective May 17, 1995, is
incorporated herein by reference to Exhibit 3(ii) to the
Company's Annual Report on Form 10-K for the fiscal year ended
July 2, 1995
*10(i) Consulting Agreement between Riviana Foods Inc. and Frank A.
Godchaux III dated January 1, 1996
*10(ii) Consulting Agreement between Riviana Foods Inc. and Charles R.
Godchaux dated July 1, 1994 is incorporated herein by reference
to Exhibit 10.02 to the Registration Statement
*10(iii)Benefit Restoration Plan is incorporated herein by reference to
Exhibit 10.03 to the Registration Statement
9
*10(iv) Management Security Agreement between the Registrant and Joseph
A. Hafner, Jr. dated July 17, 1989 is incorporated herein by
reference to Exhibit 10.04 to the Registration Statement
10(v) Shareholders Agreement between Sun-Land Products of California
and Stevens & Brotherton Ltd. dated March 24, 1994 is
incorporated herein by reference to Exhibit 10.05 to the
Registration Statement
10(vi) Shareholder Agreement among N&C Boost N.V., Arrocerias Herba,
S.A. and Ricegrowers' CoOperative Limited dated January 29, 1992
is incorporated herein by reference to Exhibit 10.06 to the
Registration Statement
10(vii)Stock Purchase Agreement by and among N&C Boost N.V., Riceherba
International Inc. and Ricegrowers' Co-Operative Limited dated as
of January 29, 1992 is incorporated herein by reference to
Exhibit 10.07 to the Registration Statement
10(viii) Shareholder Agreement among N&C Boost N.V., Arrocerias Herba,
S.A. and Herto B.V.B.A. dated January 1, 1991, as amended, is
incorporated herein by reference to Exhibit 10.08 to the
Registration Statement
10(ix) Agreement of Partnership between Riviana Foods Inc. and Kennedy
Rice Dryers, Inc. dated February 12, 1990 is incorporated herein
by reference to Exhibit 10.09 to the Registration Statement
10(x) Partnership Agreement between Riviana Foods Inc. and Riceland
Foods Inc. dated March 22, 1989 is incorporated herein by
reference to Exhibit 10.10 to the Registration Statement
*10(xi) 1994 Stock Option Plan is incorporated herein by reference to
Exhibit 10.11 to the Registration Statement
*10(xii)Amendment and Restatement of Executive Officer's Stock Purchase
Agreement between Riviana Foods Inc. and W. David Hanks dated
December 15, 1994 is incorporated herein by reference to Exhibit
10.12 to the Registration Statement
*10(xiii) Amendment and Restatement of Executive Officer's Stock
Purchase Agreement between Riviana Foods Inc. and Jack M.
Nolingberg dated December 15, 1994 is incorporated herein by
reference to Exhibit 10.13 to the Registration Statement
*10(xiv)Amendment and Restatement of Executive Officer's Stock Purchase
Agreement between Riviana Foods Inc. and Robert D. Watts dated
December 15, 1994, as amended, is incorporated herein by
reference to Exhibit 10.14 to the Registration Statement
*10(xv) Director's Stock Purchase Agreement between Riviana Foods Inc.
and W. Elton Kennedy dated March 27, 1986 is incorporated herein
by reference to Exhibit 10.15 to the Registration Statement
*10(xvi)Amended and Restated 1995 Non-Employee Director Stock Option
Plan dated May 17, 1996
13. Pages 13 through 32 of Riviana Foods Inc. Annual Report to
Stockholders for the fiscal year ended June 30, 1996, portions
of which are incorporated by reference. Those portions of the
Annual Report to Stockholders that are not incorporated herein
by reference shall not be deemed to be filed as part of this
Report.
21. A list of the subsidiaries of the Registrant is incorporated
herein by reference to Exhibit 21.01 to the Registration
Statement
10
23. The following Exhibit is filed by incorporation by reference to
Item 14(a)(2) of this Report: (a) Consents of Arthur Andersen
LLP
24. Powers of Attorney of the Company's directors
(b) None
- ----------------------
* A management contract, compensatory plan or arrangement
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on September 25, 1996.
RIVIANA FOODS INC.
(Registrant)
By /s/ JOSEPH A. HAFNER, JR.
JOSEPH A. HAFNER, JR.
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated, on September 25, 1996.
Signature Capacity
/s/ JOSEPH A. HAFNER, JR. Chief Executive Officer, President and Director
JOSEPH A. HAFNER JR. (Principal Executive Officer)
/s/ W. DAVID HANKS Executive Vice President and Director
W. DAVID HANKS
/s/ E. WAYNE RAY, JR. Vice President, Chief Financial Officer, Treasurer and
E. WAYNE RAY, JR. Director (Principal Financial and Accounting Officer)
*Frank A. Godchaux III Chairman of the Board
*Charles R. Godchaux Vice Chairman of the Board
*Leslie K. Godchaux Director
*Theresa G. Payne Director
*W. Elton Kennedy Director
*E. James Lowrey Director
*Patrick W. Rose Director
*Thomas B. Walker, Jr. Director
*By /s/ ELIZABETH B. WOODARD
ELIZABETH B. WOODARD
(AS ATTORNEY-IN-FACT FOR EACH OF THE PERSONS INDICATED)
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Riviana Foods Inc.:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Riviana Foods
Inc.'s Annual Report to Stockholders incorporated by reference in this Form
10-K, and have issued our report thereon dated August 12, 1996. Our audits were
made for the purpose of forming an opinion on those statements taken as a whole.
Financial statement Schedule II is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This financial statement schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
August 12, 1996
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation by reference in this Form 10-K of our report dated August 12, 1996
included in the Company's Annual Report to Stockholders for the fiscal year
ended June 30, 1996. It should be noted that we have not audited any
consolidated financial statements of the Company subsequent to June 30, 1996 or
performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Houston, Texas
September 24, 1996
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the
incorporation of our reports included in or incorporated by reference in this
Form 10-K, into the Company's previously filed Registration Statement File No.
33302484.
ARTHUR ANDERSEN LLP
Houston, Texas
September 24, 1996
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SCHEDULE II
RIVIANA FOODS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS - ALLOWANCE FOR DOUBTFUL ACCOUNTS
(THOUSANDS OF DOLLARS)
Additions
-----------------------
Charged
(credited)
to other
CHARGED accounts - Deductions - Balance
Balance at (CREDITED) foreign write-offs, at
beginning TO COSTS currency net of end
Period of period and expenses translation recoveries of period
- ------ --------- ------------ ----------- ------------ ---------
1994 $479 $256 $3 ($67) $671
1995 671 (53) (115) 503
1996 503 (9) (6) (69) 419
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