Edgar Filing: RIVIERA TOOL CO

United States Securities and Exchange Commission
Washington D.C. 20549

FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2002
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 001-12673

RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)

MICHIGAN 38-2828870
---------------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MI 49512
---------------------------------------- ------------------------
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code: (616) 698-2100

Securities registered pursuant to Section 12(b) of the Act:
Common Stock, no par value

Securities registered pursuant to 12(g) of the Act: None

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 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 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 ]

The aggregate market value of the voting common stock of the Registrant (based
upon the last reported sale of the Common Stock at that date by the American
Stock Exchange) held by non-affiliates was $2,554,434 as of December 10, 2002.

The number of shares outstanding of the Registrant's common stock as of December
10, 2002 was 3,379,605 shares of common stock without par value.

THE MATTERS DISCUSSED IN THIS ANNUAL REPORT ON FORM 10-K CONTAIN CERTAIN
FORWARD-LOOKING STATEMENTS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED IN THIS
REPORT THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE
FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS "MAY,"
"WILL," "EXPECT," "BELIEVE," "ANTICIPATE," OR "CONTINUE," THE NEGATIVE OR OTHER
VARIATION THEREOF, OR COMPARABLE TERMINOLOGY, ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING UPON
A VARIETY OF FACTORS, INCLUDING CONTINUED MARKET DEMAND FOR THE TYPES OF
PRODUCTS AND SERVICES PRODUCED AND SOLD BY THE COMPANY.

RIVIERA TOOL COMPANY

January 14, 2003

TABLE OF CONTENTS

PAGE

PART III

Item 10. Directors and Executive Officers................................................ 3
Item 11. Executive Compensation.......................................................... 4
Item 12. Security Ownership of Certain Beneficial Owners and Management.................. 9
Item 13. Certain Relationships and Related Transactions..................................10

SIGNATURES......................................................................11

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Listed below are the names of the Directors of the Company, the year in
which such Director's respective term expires, and a brief account of the
business experience of each Director during the past five years:

NAME POSITION TERM AGE
---- -------- ---- ---

Kenneth K. Rieth President, Chief Executive Officer and 2003 44
Director

John C. Kennedy Chairman of the Board 2003 44

Thomas H. Highley Director 2003 60

Leonard H. Wood Vice President, General Manager and 2004 61
Director

Daniel W. Terpsma (1) Director 2004 48

Dr. Jay S. Baron (1) Director 2004 37

(1) On October 4, 2002, Mr. Terpsma resigned as a director citing conflicts
with his current role at Standard Federal Bank. On October 24, 2002,
the Company's Board of Directors nominated and approved Dr. Baron to
serve as Mr. Terpsma replacement, serving the remainder of his term
(expiring in 2004).

Kenneth K. Rieth. Kenneth K. Rieth has been a principal owner and
President of Riviera Tool Company since 1980.

John C. Kennedy. John C. Kennedy has been a Director of Riviera Tool
Company since 1991. Mr. Kennedy has been principal owner, Director, Chairman
(appointed September 30, 1998) and President of Autocam Corporation, a designer
and manufacturer of close tolerance, specialty metal alloy components for the
automotive, medical, electronic and computer industries since 1988.

Thomas H. Highley. Thomas H. Highley has been a Director of Riviera
Tool Company since 1997. Mr. Highley has been President and CEO of the Empire
Company, Inc., a distributor of residential and commercial millwork products,
since 1991.

Leonard H. Wood. Leonard H. Wood a Director of Riviera Tool Company
since 1988. Mr. Wood has been a Vice President of the Company since 1985. Prior
to that time, he was Project Manager with American Motors Corporation.

Daniel W. Terpsma. Daniel W. Terpsma was a Director of Riviera Tool
Company since 1998. Mr. Terpsma has been Senior Vice President of Standard
Federal Bank since April, 2001. Previously he was Executive Vice President of
Old Kent Bank, since 1997, and prior to which he was Senior Vice President of
Old Kent Bank.

Dr. Jay S. Baron. Dr. Jay S. Baron has been a Director of Riviera Tool
Company since 2002. Dr. Baron holds a Ph.D. and Master's Degree in Industrial
and Operations Engineering. Dr. Baron currently is Director of Manufacturing
Systems for Altarum -- Center for Automotive Research. Previously, Dr. Baron was
the Manager of Manufacturing Systems for the University of Michigan's OSAT
department

During the fiscal year ended August 31, 2002, the Board of Directors
held four meetings. All directors attended at least 75% of the meetings of the
board of directors, including appropriate committee meetings.

Mr. Highley and Mr. Terpsma served on the Company's Compensation
Committee during fiscal year 2002. Messrs. Kennedy, Highley and Terpsma served
on the Company's Audit Committee during fiscal year 2002. The Audit Committee
during the fiscal year ended August 31, 2002 held three meetings. All members of
the Audit Committee attended such meetings. The Compensation Committee during
the fiscal year ended August 31, 2002

held no meetings. Dr. Baron has been selected to replace Mr. Terpsma as a member
of each of the Audit and Compensation Committees for the fiscal year ending
August 31, 2002.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES OF THE COMPANY

NAME POSITION AGE
---- -------- ---

Kenneth K. Rieth President and Chief Executive Officer 44
Leonard H. Wood Vice President and General Manager 61
Peter C. Canepa Chief Financial Officer, Secretary and Treasurer 44
Thomas J. Winters Vice President of Sales 61

Messrs. Rieth's and Wood's biographies are set forth above.

Peter C. Canepa. Peter C. Canepa has been Chief Financial Officer,
Secretary and Treasurer of the Company since March, 1994.

Thomas J. Winters. Thomas J. Winters has been Vice President of Sales
of the Company since 1997.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, file reports of ownership
on Forms 3, 4 and 5 with the SEC. Officers, directors and beneficial owners of
greater than ten percent of the Company's common stock are required by the SEC's
regulations to furnish the Company with copies of all Forms 3, 4 and 5 they
file.

Based solely on the Company's review of the copies of such forms it has
received and written representations from certain reporting persons that they
were not required to file reports on Form 5 for the fiscal year ended August 31,
2002, the Company believes that all its officers, directors and beneficial
owners of greater than ten percent of the Company's common stock have filed all
reports applicable to them with respect to transactions during the fiscal year
ended August 31, 2002.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company indemnifies its Directors and officers to the fullest
extent permitted by law so that they will be free from undue concern about
personal liability in connection with their service to the Company, as required
under our By-laws.

ITEM 11. EXECUTIVE COMPENSATION

Directors who also are employees of the Company receive no additional
compensation for serving on the Board of Directors. On an annual basis, a
non-employee director receives a fee of $5,000. During fiscal year ended August
31, 2002 and 2001, the Company did not pay such fee to each non-employee
director.

The following table provides information about the compensation of the
Company's Chief Executive Officer and two other most highly compensated
executive officers at fiscal years ended August 31, 2000, 2001, and 2002. Two
additional tables provide detailed information about the employees' stock
options.

SUMMARY COMPENSATION TABLE

Fiscal Annual Compensation Other Restricted Securities LTIP All
Name and Principal Year Salary (1) Annual Stock Underlying Payouts Other
Position Bonus Compensation Award Options SARS Compensation(2)(4)
----------------------------------------------------------------------------------------------------------------------------------

EXECUTIVE OFFICERS

Kenneth K. Rieth.......... 2002 $165,000(3) $ -- 0 0 -- 0 $ 286
President, CEO and 2001 148,500 (3) -- 0 0 -- 0 1,575
Director
2000 160,630 (3) -- 0 0 50,000 (5) 0 1,500

Leonard H. Wood........... 2002 $150,000 $ -- 0 0 -- 0 $7,551
Vice President, General 2001 135,000 -- 0 0 -- 0 8,866
Manager
and Director 2000 150,000 -- 0 0 20,000 (6) 0 8,791

Peter C. Canepa........... 2002 $140,000 $ -- 0 0 -- 0 $ 424
Secretary, Treasurer and 2001 128,154 -- 0 0 -- 0 1,005
CFO
2000 133,365 -- 0 0 20,000 (5) 0 1,000
SIGNIFICANT EMPLOYEE
Thomas J. Winters......... 2002 $140,000 $ -- 0 0 -- 0 $ 875
Vice President of Sales 2001 126,000 -- 0 0 -- 0 1,575
2000 140,000 -- 0 0 20,000 (5) 0 1,413

(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.
(2) Represents the dollar value of the premiums paid by the Company for life
insurance policy maintained in respect an Executive Deferred Compensation
Plan agreement with Mr. Wood. This Agreement provides that upon death,
disability or retirement from service after reaching age 65, the employee or
his heirs and assigns will receive $50,000 per year for five consecutive
years.
(3) The Company has an Employment Agreement with Kenneth K. Rieth pursuant to
which Mr. Rieth will continue to serve as the Chief Executive Officer and
President of the Company. The term of the agreement was for a period of
three years beginning September 1, 1996 and renewed on September 1, 1999,
for an additional three years. Pursuant to the agreement with Mr. Rieth,
the Company will pay Mr. Rieth a base salary of $165,000.
(4) Required matching contribution by the Company to the 401(k) plan, which is
maintained by the Company for its employees generally.
(5) Options were granted on November 20, 1999, exercisable on November 20, 2000
and expire on November 20, 2009.
(6) Options were granted on November 2, 1998, exercisable on November 2, 1999
and expire on November 20, 2008.

OPTION GRANTS TABLE

No stock options were granted during fiscal year ended August 31, 2002.

OPTION EXERCISES TABLE

The following table provides information on the value of options held by
each of the executive officers of the Company at August 31, 2002 measured in
terms of the closing price of the Company's common stock on that day. There were
no options exercised by any officer during the year.

Number of
Securities Value of
Underlying Unexercised
Unexercised Options
Options/ In-The-Money
SARs at Options
Shares August 31, at August 31,
Aquired 2002 2002
on Value Exercisable/ Exercisable/
Name and Principal Position Exercise Realized Unexercisable Unexercisable
--------------------------------------------------------------------------------------------------------------

Kenneth K. Rieth -- President, (1)
C.E.O. & Chairman......................... 0 $0 50,000 $0

Leonard H. Wood - Vice President,(2)
General Manager and Director.............. 0 $0 20,000 $0

Peter C. Canepa -- Secretary, (2)
Treasurer and CFO......................... 0 $0 20,000 $0

Thomas J. Winters, (2)
Vice President of Sales...................... 0 $0 20,000 $0

(1) On November 2, 1998, Mr. Rieth was granted a stock option for 50,000
shares, exercisable at $6.625 per share under the 1998 Key Employee Stock
Option Plan, expiring November 2, 2008. On November 24, 2000, Mr. Rieth was
granted a stock option for 50,000 shares, exercisable at $3.75 per share
after November 24, 2000 and expires November 2, 2009.

(2) On November 2, 1998, Messrs. Wood, Winters and Canepa were granted stock
options for 10,000 shares each, exercisable at $6.625 per share under the
1996 Incentive Employee Stock Option Plan, as amended, expiring November 2,
2008. On November 24, 2000, Messrs. Wood, Winters and Canepa were granted a
stock options for 20,000 shares each, exercisable at $3.75 per share after
November 24, 2000 and expires November 2, 2009.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee during fiscal year ended 2002
were Thomas H. Highley and Daniel Terpsma. Neither Mr. Highley nor Mr. Terpsma
were ever an officer or an employee of the Company or any of its subsidiaries,
and none of them had any relationship requiring disclosure by the Company under
Item 404 of Regulation S-K for fiscal year ended 2002.

COMPENSATION COMMITTEE REPORT

The duty of the Committee is to recommend to the Board of Directors the
remuneration arrangements for Kenneth K. Rieth, President and Chief Executive
Officer of the Company, as well as grant stock options under the Company's 1996
Incentive Stock Option Plan, as amended, and the 1998 Key Employee Stock Option
Plan. The Company's Board of Directors has given Mr. Rieth the authority to set
the compensation for senior management.

OFFICER COMPENSATION POLICY

The Company's compensation policy for executive officers is designed to
support the overall objective of enhancing value for shareholders by attracting,
developing, rewarding, and retaining highly qualified and productive
individuals; relating compensation to both Company and individual performance;
and ensuring compensation levels that are externally competitive and internally
equitable.

The key elements of the Company's officer compensation consist of base
salary, a formula bonus for Mr. Rieth, the Company's chief executive officer, a
discretionary bonus for Mr. Canepa, the Company's Chief Financial Officer and
Mr. Wood, the Company's Vice President and General Manager, as well as stock
options for Messrs. Rieth, Canepa and Wood. The Compensation Committee's
policies with respect to each of these elements are discussed below. In
addition, while the elements of compensation described below are considered
separately,

the Compensation Committee takes into account the full compensation package
afforded by the Company to the individual, including insurance and other
benefits.

COMPENSATION PROGRAMS

BASE SALARY

The Committee reviews each officer's salary annually. In determining
appropriate salary levels, consideration is given to scope of responsibility,
experience, Company and individual performance as well as pay practices of other
companies relating to executives with similar responsibility.

In addition, with respect to the base salary of Mr. Rieth, the
Compensation Committee has acknowledged the longevity of Mr. Rieth's service to
the Company and its belief that Mr. Rieth is an excellent representative of the
Company within the industry. Mr. Rieth's base salary was established by the
Board of Directors on November 24, 2000 under a three-year employment agreement
which expired on August 31, 2002 and was not renewed or otherwise extended. This
base compensation consists of a regular payroll payment of $165,000 per year
plus an annual bonus equal to 3.5% of the Company's income from operations
before such bonus expense. Messrs. Canepa and Wood received a base salary of
$140,000 and $150,000, respectively for fiscal 2002.

BONUS AWARDS

The Company's officers may be considered for annual cash bonuses which
are awarded to recognize and reward corporate and individual performance based
on meeting specified goals and objectives. The plan in effect for fiscal 2001
for Mr. Rieth provided no such bonus to Mr. Rieth. In determining a bonus to Mr.
Rieth, the Committee reviews compensation levels and financial results available
to it for chief executive officers for similarly sized companies as well as
those located near the Company's headquarters. Mr. Rieth recommends to the
Committee Messrs. Canepa's and Wood's bonus based on his review of corporate and
Messrs. Canepa's and Wood's individual performances as well as the performance
bonus the management team awards to employees of the Company other than Messrs.
Canepa, Wood and Rieth.

STOCK OPTIONS

Under the Company's 1996 Incentive Stock Option Plan, as amended, stock
options may be granted to the Company's key employees including Messrs. Rieth,
Wood and Canepa. The number of options granted is determined by the subjective
evaluation of the person's ability to influence the Company's long-term growth
and profitability. In fiscal 2000, stock options were granted under such plan to
Messrs. Wood and Canepa for 20,000 shares each, exercisable at $3.75 per share.
For fiscal 2001 and 2002, no stock options were issued under such plan.

Under the Company's 1998 Key Employee Stock Option Plan, stock options
may be granted to the Company's key employees and directors including Messrs.
Rieth, Kennedy, Highley, Wood, and Canepa and Dr. Baron. The number of options
granted is determined by the subjective evaluation of the person's ability to
influence the Company's long-term growth and profitability. In fiscal 2000,
stock options were granted under such plan to Mr. Rieth for 50,000 shares and
1,000 shares each for Messrs. Kennedy and Highley, all exercisable at $3.75 per
share. For fiscal 2001 and 2002, no stock options were issued under such plan.

Stock options are granted with an exercise price equal to the market
price of the Common Stock on the date of grant. Since the value of an option
bears a direct relationship to the Company's stock price, it is an effective
incentive for employees to create value for shareholders. The Committee
therefore views stock options as an important component of its future
compensation policy.

The Compensation Committee
Thomas H. Highley, Chairman
Dr. Jay Baron, Secretary

STOCK PERFORMANCE GRAPH

The following line graph compares the cumulative total shareholder
return for the Company's Common Stock with the cumulative total return of the
Standards & Poors 500 Composite Index and an index of peer companies selected by
the Company.

The comparison assumes $100 was invested on March 4, 1997 (the date of
the Company's initial public offering) in the Company's Common Stock, the S & P
500 Composite Index and the peer group. The companies in the peer group, all of
which are in the automotive industry, are as follows:

Arvin Industries Excel Industries Inc. Simpson Industries
Autocam Corporation Gentex Corporation Spartan Motors Inc.
Breed Technologies Inc. Hayes Lemmerz International Inc. Superior Industries International
Dana Corporation Magna International --CL A Tower Automotive Inc.
Defiance Inc. Mascotech Inc.
------------------------------------------------------------------------------------------------------------------

Company Name/Index PERIOD Cumulative Total Return
------------------------------------------------------------------------------------------------------------------
March 4, Aug. 31, Aug. 31, Aug. 31, Aug. 31, Aug. 31,
1997 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

RIVIERA TOOL COMPANY $100 $69.65 $64.79 $64.63 $43.76 $21.43

S & P 500 $100 $114.58 $123.86 $173.18 $201.45 $152.32

PEER GROUP $100 $132.73 $117.44 $125.90 $98.84 $106.63
-------------------------------------------------------------------------------------------------------------------

[LINE GRAPH]

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the
beneficial ownership of the Company's common stock as of October 18, 2002 with
respect to (i) each stockholder known by the Company to be the beneficial owner
of more than 5% of the Company's common stock; (ii) each of the Company's
directors; (iii) each Executive Officer or Significant Employee listed in the
Summary Compensation Table under the heading "Executive Compensation" and (iv)
all directors and executive officers as a group. On the table date, 3,379,609
shares of common stock were issued and outstanding. Unless otherwise indicated,
all persons named as beneficial owners of common stock have sole voting power
and sole investment power with respect to the shares indicated as beneficially
owned.

BENEFICIAL OWNERSHIP TABLE

Common Percentage of
Shares Total Common
Name of Beneficial Owner Address Beneficially Stock of the
Owned Company
------------------------------------------------------------------------------------------------------------------------------

Kenneth K. Rieth 5460 Executive Parkway SE, Grand Rapids, MI 49512 769,216 (1) 22.8%

JB Capital Partners 23 Berkley Lane, Rye Brook, NY 10573 309,975 9.1%

Wellington Management Co. LLP 75 State Street, Boston, MA 02109 320,000 9.5%

William Harris Investors, Inc 2 North LaSalle Street, Chicago, IL 60602 179,800 5.3%

Leonard H. Wood 5460 Executive Parkway SE, Grand Rapids, MI 49512 30,551 (2) 1.0%

Daniel W. Terpsma (4) 77 Monroe Center, Grand Rapids, MI 49503 -- --

John C. Kennedy 4070 East Paris Avenue, Grand Rapids, MI 49512 11,186 (3) 0.3%

Thomas H. Highley 8181 Logistic Drive, Zeeland, MI 49464 2,000 (3) *

Jay S. Baron (4) 3520 Green Court, Suite 300, Ann Arbor, MI 48105 -- --

Peter C. Canepa 5460 Executive Parkway SE, Grand Rapids, MI 49512 35,512 (2) 1.0%

Thomas J. Winters 5460 Executive Parkway SE, Grand Rapids, MI 49512 20,000 (2) 0.6%
------------------------------------------------------------------------------------------------------------------------------

All Directors, Executive Officers and Significant Employees as a Group (8) 848,465 25.7%
------------------------------------------------------------------------------------------------------------------------------

TOTAL 1,678,240 49.6%
------------------------------------------------------------------------------------------------------------------------------

(1) Riviera Holding Company, 100% owned by Kenneth K. Rieth, President and
CEO of Riviera Tool Company, owns 635,250 shares of the Common Stock of
Riviera Tool Company. Amount also includes 2,100 shares of common stock
owned by Mr. Rieth as custodian for his minor children and 100,000
shares, which Mr. Rieth has the right to acquire through exercise, of a
stock options granted under the 1998 Key Employee Stock Option Plan.
(2) Amount includes 30,000 shares of which Mr. Wood, Mr. Winters and Mr.
Canepa each have the right to acquire through exercise of a stock
option grant under the 1996 Incentive Stock Option Plan.
(3) Amount includes 2,000 shares of which each referenced director or
officer has the right to acquire through exercise of a stock option
grant under the 1998 Key Employee Stock Option Plan.
(4) On October 4, 2002, Mr. Terpsma resigned as a director citing conflicts
with his current role at Standard Federal Bank. On October 24, 2002,
the Company's Board of Directors nominated and approved Mr. Baron to
serve as Mr. Terpsmas replacement, serving the remainder of his term
(expiring in 2004).

* Beneficial ownership of less than 0.1% of the class.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION
AS OF AUGUST 31, 2002

PLAN CATEGORY NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE NUMBER OF SECURITIES
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING OPTIONS, REMAINING AVAILABLE FOR
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS FUTURE ISSUANCE UNDER EQUITY
WARRANTS AND RIGHTS COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
--------------------------------- ------------------------------ ------------------------------- ------------------------------
(a) (b) (c)
--------------------------------- ------------------------------ ------------------------------- ------------------------------

EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS 0 $0 0

EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS 217,000 shares $4.99 233,000 shares

TOTAL 217,000 shares $4.99 233,000 shares

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - NONE

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities
and Exchange Act of 1934 the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Dated: January 14, 2003 RIVIERA TOOL COMPANY

By: /s/ Kenneth K. Rieth
---------------------------
Kenneth K. Rieth, Principal
Executive Officer
and
By: /s/ Peter C. Canepa
---------------------------
Peter C. Canepa, Principal
Financial and Accounting
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on the 14th day of January, 2003, by the
following persons on behalf of the Company and in the capacities indicated.

Each Director of the Company whose signature appears below hereby
appoints Kenneth K. Rieth and Peter C. Canepa, and each of them individually, as
his attorney-in-fact to sign in his name and on his behalf as a Director of the
Company, and to file with the Commission any and all amendments to this report
on Form 10-K/A to the same extent and with the same effect as if done
personally.

/s/ Leonard H. Wood /s/ Kenneth K. Rieth
------------------- --------------------
Leonard H. Wood, Director Kenneth K. Rieth, Director

/s/ John C. Kennedy /s/ Jay S. Baron
------------------- ----------------
John C. Kennedy, Director Jay S. Baron, Director

/s/ Thomas H. Highley
---------------------
Thomas H. Highley, Director

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Riviera Tool Company (the
"Company") on Form 10-K/A for the year ending August 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof, I, Kenneth K. Rieth,
Chief Executive Officer of registrant, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
that:

(1) I have reviewed this annual report on Form 10-K/A of Riviera
Tool Company;

(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report; and

(3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in al
material respects the financial condition, results of operations and cash flows
of registrant as of, and for, the periods presented in this annual report; and

(4) The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:

(a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(5) The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

(6) The registrant's other certifying officers and I have
indicated in this annual report whether or not there were significant changes in
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Dated: January 14, 2003 By: /s/ Kenneth K. Rieth
---------------------
Kenneth K. Rieth
Chief Executive Officer

This certification accompanies this Annual Report on Form 10-K/A pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Riviera Tool Company (the
"Company") on Form 10-K/A for the year ending August 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof, I, Peter Canepa, Chief
Financial Officer of registrant, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:

(1) I have reviewed this annual report on Form 10-K/A of Riviera
Tool Company;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

Dated: January 14, 2003 By: /s/ Peter Canepa
-----------------
Peter Canepa
Chief Financial Officer

EXHIBIT INDEX

EXHIBITS

99.1 Written Statement of the Chief Executive Officer Pursuant
to 18 U.S.C. Section 1350 Sec. 906

99.2 Written Statement of the Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350 Sec. 906