Riviera Tool Company
Ticker:RTC 5460 Executive Parkway SE
Exchange:American Stock Exchange Grand Rapids, MI 49512
Industry:Manufacturing (SIC Code 3544) (616) 698-2100

Offering Information
Type of Shares:Common Shares Filing Date:10/15/96
U.S. Shares:1,010,000 Offer Date:3/4/97
Non-U.S. Shares:0 Filing Range:$7.00 - $8.00
Primary Shares:1,010,000 Offer Price:$7.00
Secondary Shares:0 Gross Spread:$0.70
Offering Amount: $7,575,000 Selling:$0.38
Expenses:$639,437 Reallowance:$0.10
Shares Out After:2,560,000

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Dickinson, Wright, Moon, Van Dusen & Freeman
Bank's Law Firm: Camhy Karlinsky & Stein

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
8/31/95 5/31/96 5/31/95 5/31/96
Revenue:$22.23$14.02$17.26Assets:$22.74
Net Income:$0.49$0.29$0.25Curr Assets:
EPS:$0.19$0.11$0.10Liabilities:$17.12
Prior EPS:-$0.01Curr Liabilities:
Cash Flow/Oper:Equity:$5.62
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops and manufactures custom large scale metal stamping die systems used in the high speed production of sheet metal stamped parts and assemblies for the automobile industry. The company incorporates its knowledge of integrated computer technologies with the design and manufacture of metal stamping die systems resulting in solutions that address the specific manufacturing requirements of its main customers, Chrysler Corporation, Ford Motor Company and General Motors Corporation, the three largest domestic automobile manufacturers and their tier one suppliers of sheet metal stamped parts and assemblies. Management has strategically positioned the company as one of the North America's most technologically advanced independent suppliers of metal stamping die systems utilizing a totally computer integrated process for the design, manufacture and validation of its products.

Competition
Large, complex automotive stamping dies are manufactured primarily by three supplier groups: a) domestic independent tool and die manufacturers, b) foreign independent tool and die manufacturers, and c) captive or in-house tool and die shops owned and operated by the OEMs. The independent tool and die manufacturers have experienced a significant reorganization over the past five years as the industry has consolidated. Management believes that during this period, the independent domestic supplier base (those with sales of at least $15 million) was reduced significantly and that fewer than 6 such independent domestic suppliers remain today.

Business Plan
The company's marketing emphasis is on Chrysler, Ford and General Motors and their tier one suppliers. The company maintains excellent relationships with Chrysler and Ford which directly accounted for about 36% of the company's revenues in 1996. For the year ended August 31, 1996, Chrysler, Ford, General Motors and their tier one suppliers accounted for approximately 75% of the company's revenues.

Use of Proceeds
The proceeds from the proposed offering will be used for the reduction of financial institution debt, to acquire fixed assets, retirement of all outstanding 8% Cumulative Preferred Stock, and for general corporate purposes.

©1997 IPO Data Systems, Inc. - All rights reserved.