Item 1. Business.
The Rival Company, the registrant, together with its subsidiaries, is referred to herein as "Rival" or as the "Company". The Company's executive offices are located at 800 E. 101st Terrace, Kansas City, Missouri 64131, and its telephone number is (816) 943-4100. The Rival Company was incorporated in Delaware on April 7, 1986 for the purpose of acquiring Rival Manufacturing Company.
General
The Company is a leading designer, manufacturer and marketer of a variety of products including small kitchen and personal care appliances such as Crock Pot (REGISTERED TRADEMARK) slow cookers, can openers and massagers; products for the home environment including space heaters, air purifiers, humidifiers and fans; and home improvement and industrial products such as sump, well and utility pumps, household ventilation, door chimes, ceiling fans and industrial fans.
Since 1992, Rival's sales have grown from $163.5 million to $313.9 million largely as the result of six acquisitions that enabled Rival to expand its product line beyond kitchen appliances, its main products for over sixty years. As a consequence, Rival has begun selling to several new classes of customers, notably national hardware/home centers and industrial supply dealers, and has broadened its international presence.
Between April 1995 and April 1996, the Company made three acquisitions:
* Patton Electric Company ("Patton") which manufactures fans and space heaters for household and industrial use was acquired in April 1995. Prior to the acquisition, Patton's annual sales were approximately $40.0 million.
* Fasco Consumer Products, Inc. ("Fasco") which manufactures an assortment of products including household ventilation, ceiling fans, door chimes and heaters was acquired in January 1996. Fasco generates annual sales of approximately $40.0 million in the home center, building supply and industrial distribution channels.
* Bionaire, Inc. ("Bionaire") which assembles and sells air purifiers and humidifiers for household use was acquired in April, 1996. Bionaire has annual sales of approximately $57.0 million with retail distribution in the U.S., Canada and Europe.
These three businesses contributed $72.5 million to fiscal 1996 consolidated sales.
The Company distributes the Rival (REGISTERED TRADEMARK), Rival Select (TRADEMARK), Simer (REGISTERED TRADEMARK), Pollenex (REGISTERED TRADEMARK), Patton (REGISTERED TRADEMARK), Bionaire (REGISTERED TRADEMARK), Fasco (REGISTERED TRADEMARK) and White Mountain (REGISTERED TRADEMARK) product lines to substantially all major retail outlets in the U.S. and Canada, including such mass merchants as Kmart, Target and Wal-Mart; hardware/home centers such as Ace Hardware, Home Depot and Lowes; department stores, catalog showrooms and warehouse clubs. The Company also sells Patton commercial fans and Fasco building supply and home products to industrial and electrical dealers and distributors. The Company has focused its resources to provide its customers with superior service, product innovation and marketing support. To accomplish this, the Company has developed automated ordering, shipping, invoicing and data storage and retrieval systems that are linked to the retailers "point-of-sale" systems. These automated systems are supported by close coordination between the traffic, warehousing, sales support and finance departments of the retailer and the Company.
The Company believes that its highly integrated and cost effective manufacturing represents a competitive strength. The Company manufactures approximately 70% of the products it sells. Its manufacturing facilities, (eight in the U.S. and one in Canada) produce electric motors, molded plastic components, screw machine parts, stampings and stoneware. The Company believes that the ability to manufacture the majority of its products in North America is one of the Company's fundamental strengths. Manufacturing capability gives the Company flexibility, bargaining power with third party vendors, quality control, and quick response time. The ability to manufacture is also helpful in evaluating a prospective acquisition.
The Company believes it has significant opportunities for continued growth through the enhancement of existing product lines, new product development, and product line acquisitions. The Company believes that product line acquisitions will continue to be a significant factor in the future growth of the Company. The continuing consolidation within the retail sector, the increasing automation demands and the trend of major retailers to reduce the number of suppliers are expected to provide opportunities to acquire product lines with established positions and shelf space. The Company also believes that its relationships with major retailers and its existing broad product offering can enhance the shelf space of product lines which Rival may acquire. The Company believes that it has adequate access to financing and that its recent experience in making successful acquisitions will facilitate future acquisitions.
Products
The Company has broad retail distribution in each of the following product categories in which it competes:
Kitchen Kitchen Heating Motor-Driven Other Electric Water Appliances Appliances Appliances Products - - ---------- ---------- ---------- --------
Slow cookers Can openers Space heaters Sump, utility Indoor grills Blenders Simmering pot- and well pumps Steamers Hand mixers pourri cookers Showerheads Toasters Stand mixers Ice cream Water Hot pots Food processors freezers filtration and kettles Slicers Massagers Grinders Air purifiers Ice crushers Fans Humidifiers Irons Door chimes Household ventilation
The following table indicates the Company's net sales by product category for the periods presented:
Years ended June 30 ---------------------- (in millions) Product Category 1996 1995 1994 ---------------- ------ ------ ------ Kitchen heating appliances $116.4 $ 98.3 $ 96.3 Kitchen motor-driven appliances 34.7 39.0 38.5 Other electric appliances 128.7 63.1 49.4 Water products 34.1 31.3 45.0 ------ ------ ------ Total $313.9 $231.7 $229.2 ====== ====== ======
The market for the small electric appliances sold by the Company is mature and highly competitive. As a result, the Company anticipates that growth will continue to be achieved principally through a combination of the enhancement of previously existing product lines, new product introductions, expansion of the customer base for Simer, Fasco and Patton products and additional product line acquisitions.
Product Development
The Company has an internal product development team dedicated to product line enhancements, and the introduction of new products. As part of this effort, the Company maintains its own engineering and development department to conduct research activities relating to the improvement of existing products and the development of new products. This department presently consists of over 50 people, including engineers, product designers, draftsmen and product managers. The Company also retains the services of outside engineering and design consultants from time to time. The
Company's expenditures for product engineering and development were $3.1 million, $2.5 million and $1.8 million for the years ended June 30, 1996, 1995 and 1994, respectively. Costs associated with changes to existing products and the development of new products are charged to operations as incurred. As a result of acquisitions, the Company has been able to significantly strengthen the engineering and development department without increasing the department's expenditures as a percent of the Company's net sales.
Internal product development is critical, not only for growth, but also to maintain existing market share. The Company regularly enhances existing products by adding new features and modernizing their design in order to maintain their visual appeal and competitiveness.
Acquisitions
For a number of years, the Company's growth strategy has included the selective acquisitions of modest sized product lines. The Company acquires a product line when it believes it can use either its manufacturing or distribution strengths to reduce costs or increase sales. The Company has had sufficient resources to more aggressively pursue this strategy since its initial public offering in June 1992. In fiscal 1993, the Company acquired the assets of Simer Pump, a $22 million assembler of sump, well and utility pumps and of Pollenex Corporation, a $28 million marketer of massagers, showerheads and air cleaners. In fiscal 1994, the Company acquired operating assets of White Mountain Freezer, Inc., a $3 million manufacturer of premium quality ice cream freezers. In 1995, the Company acquired Patton Electric Company, a $40 million manufacturer of space heaters and fans for household and industrial use. And in 1996, the Company acquired Fasco Consumer Products, Inc. which generates approximately $40 million in sales of household ventilation products, ceiling fans, door chimes and other household products to retailers and electrical wholesale distributors and it acquired Bionaire, Inc. with $57 million in sales of humidifiers and air purifiers to retailers.
The housewares industry includes hundreds of companies with limited product offerings and annual sales below $50 million. The fragmented nature of the industry together with the continuing retail consolidation and increasing automation requirements are expected to result in additional acquisition opportunities. The Company believes that given its strong financial condition, broad customer base, manufacturing expertise and recent acquisition experience, it is poised to capitalize on such opportunities. As such, product line acquisitions remain a key component of the Company's long term growth strategy.
Marketing
The vast majority of the Company's sales are to the retail trade. For this business, the Company directs its marketing efforts at the retailer. The Company's products are sold in all major channels of distribution including mass merchants, hardware/home centers, department stores, catalog showrooms, warehouse clubs, drug stores, military exchanges, mail order companies and premium companies. Rival's broad distribution to retailers throughout the U.S. and Canada was a key consideration in each of the six acquisitions consummated by the Company since 1992. Simer's, Patton's and Fasco's strong distribution in hardware/home centers in conjunction with the Rival and Pollenex product lines has provided the Company with the opportunity to combine the strengths of each of the sales organizations. The consolidated group can thus focus its combined efforts on the retail trade which provides the Company and its customers with efficiencies in distribution, warehousing, computer systems and sales and buying personnel. The Patton and Fasco acquisitions also provide the Company with a new class of customers, the industrial and electrical distributors.
The approximate breakdown of the Company's sales by class of customer is as follows:
Years ended June 30 ------------------- 	 Class of Customer 1996 1995 1994 ----------------- ---- ---- ---- Mass Merchant 47% 48% 49% Hardware/Home Center 17 17 20 Department Store 9 12 12 Catalog Showroom 5 8 7 Electrical and Industrial Distributor 10 2 -- Drug Store, Warehouse Clubs and Other 12 13 12 ---- ---- ---- 100% 100% 100% ==== ==== ====
The Company reaches its customers through its sales organization which consists of a combination of in-house sales managers, field sales associates and independent manufacturers' representative firms.
The Company's largest customer, Wal-Mart (including Sam's Wholesale Club), accounted for 26% of net sales in fiscal 1996, 28% of net sales in fiscal 1995 and 27% of net sales in fiscal 1994. The Company's next five largest customers in fiscal 1996 represented 18% of net sales. While the Company does not have long-term contractual relationships with any of its customers, it has been doing business with Wal-Mart and with its next five largest customers continuously for over ten years. The strategy of providing quality products at a promotional price is consistent
with the marketing strategy of mass merchants who often use promotions in the small appliance department to create consumer traffic in their stores.
The Company works closely with its retail customers in planning their marketing programs and promotions. The Company's advertising strategy is designed to supplement the marketing programs of its customers. Rather than stressing national advertising, the Company devotes approximately 80% of its advertising budget to more cost-effective cooperative advertising with retailers, such as circulars and inserts. The cooperative advertising provides identification of the Company's various brand names together with the name of the retailer.
Customer Service
The Company's major customers have developed programs of "Quick Response" to reduce inventory and related carrying costs and improve in-stock positions. These programs have continued to grow in importance as retailers have reduced their overall number of vendors in order to minimize freight, warehousing and vendor support costs, such as paperwork and personnel costs. In conjunction with the retailers' systems, the Company has developed automated ordering, shipping and invoicing systems and has been able to combine products sold under more than one of the Company's brand names to certain retailers to help minimize the retailers' support costs.
Point of sales information is utilized to generate orders through an Electronic Data Interchange ("EDI") computer system. Additionally, the Company's distribution facilities in Clinton, Missouri, New Haven, Indiana, and Fayetteville, North Carolina incorporate state-of-the-art computer systems that provide information on shipping directly back to the customers' systems. The Company believes that its accommodation of its customers' "Quick-Response" programs has further solidified its position as a key supplier to its most important customers.
Manufacturing
The Company's nine plants, eight of which are in the U.S and one in Canada, manufacture and assemble approximately 70% of the products it sells. The Company's remaining products are produced, to its specifications, primarily in China. The Company's plants are highly integrated and produce electric motors, injection molded plastic components, screw machine parts, stampings and stoneware.
The ability to manufacture the majority of its products in North America is one of the Company's fundamental strengths. Manufacturing capability gives the Company flexibility, bargaining power with third party vendors, quality control, and quick response time when high demand for a product results in customers placing
reorders with short delivery dates.
The Company operates four manufacturing and assembly facilities in rural Missouri (Clinton, Sedalia, Sweet Springs and Warrensburg), near Kansas City, Missouri. A facility in Flowood, Mississippi produces the stoneware for the Company's Crock-Pot (REGISTERED TRADEMARK) slow cookers, Potpourri Crocks (REGISTERED TRADEMARK) and Crock Grills (REGISTERED TRADEMARK). Additionally, the Company operates two former Patton facilities in Indiana, a former Fasco facility in North Carolina and a Bionaire assembly operation in Lachine, Quebec. In the past five years, the Company has spent approximately $25 million to build a new distribution facility in Clinton, Missouri and to significantly upgrade manufacturing capabilities.
Seasonality
A significant percentage of the products sold by the Company are given as gifts and, as such, sell at larger volumes during the holiday season. Therefore, sales during the months of August through November are at a higher level than during the other months of the year. Additionally, the Company's working capital requirements, primarily inventories and receivables, peak during the fall. The Company meets these seasonal working capital needs through borrowings under its revolving credit facility. Five of the Company's product lines have sales with specific seasonal trends. These are space heaters and humidifiers which are sold primarily during the fall and winter, and ice cream freezers, pumps and fans which are sold primarily during the spring and summer.
Competition
The markets for the Company's products are mature and highly competitive. Competition is based upon price, access to retail shelf space, product enhancements, new product introductions, as well as marketing support and distribution systems. There has been a recent trend toward consolidation within the industry, most notably with the mergers of Sunbeam with Oster and Hamilton Beach with Proctor Silex, resulting in these companies, together with Black & Decker, each generating annual sales of small electric household appliances which are significantly higher than sales of the Company. Other significant competitors include Wayne Home Equipment, Masco, Nortek, Teledyne, Honeywell, Holmes, Duracraft, National Presto, Toastmaster, and West Bend. Smaller manufacturers compete with the Company on a limited product offering basis. A few European manufacturers, such as Braun, Group SEB and Moulinex have established niches in the small electric household appliance market, particularly in the high-end department store trade.
Trademarks and Patents
The Company considers its various trademarks to be a valuable tool in the marketing of its products. Of particular importance to the Company are the Rival (REGISTERED TRADEMARK), Rival Select (TRADEMARK), Simer (REGISTERED TRADEMARK), Pollenex (REGISTERED TRADEMARK), Patton (REGISTERED TRADEMARK), Bionaire (REGISTERED TRADEMARK), White Mountain (REGISTERED TRADEMARK) and the Crock-Pot (REGISTERED TRADEMARK) trademarks. In the course of its operations, the Company files patent applications covering various aspects of the items produced. While the Company's mechanical and design patents in the aggregate are considered to be of importance to the Company, the overall business is not dependent upon any single patent or group of patents.
Regulation
The Company is subject to federal, state and local regulations concerning the environment, occupational safety and health, and consumer products safety. The Company has not experienced significant difficulty in complying with such regulations and compliance has not had a material adverse effect on the Company's business. All of the Company's electric-powered products are listed by Underwriters Laboratories, Inc. or the Canadian Underwriters Laboratories, Inc., which are independent, not-for-profit corporations engaged in the testing of products for compliance with certain public safety standards.
Foreign Operations
The Company markets and distributes its products in Canada through its wholly-owned subsidiary, Rival Manufacturing Company of Canada Ltd ("Rival-Canada"). Net sales, operating income and identifiable assets of Rival-Canada are as follows:
Years ended June 30 ------------------------ 1996 1995 1994 ------ ------ ------ Net sales $6,944 $6,899 $6,968 Operating income (loss) 34 62 (363) Identifiable assets 3,282 2,612 2,449
As a result of the acquisition of Bionaire in April 1996, the Company now has a much stronger international presence. During calendar 1995, Bionaire had sales in Canada of approximately $15 million and produced an additional $10 million in international sales, primarily in Europe, through its wholly owned subsidiary in the Netherlands. Bionaire's contribution to the Company's business was not significant in fiscal 1996 and is not included in the above table.
Employees
The Company has approximately 2,500 full-time associates including 240 salaried personnel, except during August through November when employment will likely increase by approximately 10%. Approximately 420 hourly associates at the Flowood, Mississippi plant are represented by a labor organization under a collective bargaining agreement which expires in December 1998. Additionally, approximately 175 hourly associates at the Bionaire assembly facility in Montreal are represented by a labor organization under a collective bargaining agreement which expires in June 1999. The Company considers its labor relations to be excellent and has experienced no work stoppage or labor dispute during the past ten years.
Item 2.
Item 2. Properties
Square Location Feet Present Use -------- ------- ----------- Kansas City, Missouri 32,000 General Offices Sedalia, Missouri 224,000 Manufacturing & assembly Clinton, Missouri 164,000 Manufacturing & assembly 279,000 Warehousing & distribution Sweet Springs, Missouri 125,000 Manufacturing, assembly & warehousing Warrensburg, Missouri 68,000 Manufacturing & assembly Flowood, Mississippi 142,000 Manufacturing New Haven, Indiana 302,000 Manufacturing & Distribution Peru, Indiana 172,000 Assembly & warehousing Fayetteville, North Carolina 282,500 Manufacturing & assembly 60,000 Warehousing & distribution Lachine, Quebec 128,000 Assembly, warehousing and distribution
The Company owns the Clinton, Sweet Springs, Flowood, New Haven, Peru and Fayetteville plants and 157,000 square feet of the Sedalia plant. The Warrensburg plant and 67,000 square feet of the Sedalia plant are occupied under long-term leases which give the Company the option to purchase the relevant property at a nominal cost. The general offices are occupied under a lease through 2005. The Lachine, Quebec facility is leased through June 2000 with renewal options.
Item 3.
Item 3. Legal Proceedings.
The Company is party to various product liability lawsuits relating to its products and incidental to its business. The Company believes that many of the personal injury and damage claims brought against it arise from the misuse or misapplication of the Company's products and rarely involve manufacturing defects. In
such cases, the Company vigorously defends against such actions. Historically, product liability awards have rarely exceeded the Company's individual per occurrence self-insured retention. There can be no assurance, however, that the Company's future product liability experience will be consistent with its past experience. The Company believes that the ultimate conclusion of the various pending claims and lawsuits of the Company will not have a material adverse affect on the consolidated financial statements of the Company.
Item 4.
Item 4. Submission of Matters to be a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for the registrant's common equity and related stockholder matters.
Incorporated herein by reference from the information provided under the caption "Common Stock Price Range" in the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, page 32.
Item 6.
Item 6. Selected financial data.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, page 14.
Item 7.
Item 7. Management's discussion and analysis of financial condition and results of operations.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, pages 15-19.
Item 8.
Item 8. Financial statements and supplementary data. 	 Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June, 30, 1996, pages 20-31.
Item 9.
Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.
None.
PART III
Item 10.
Item 10. Directors and executive officers of the registrant.
Item 11.
Item 11. Executive compensation.
Item 12.
Item 12. Security ownership of certain beneficial owners and management.
Item 13.
Item 13. Certain relationships and related transactions.
Information incorporated into Items 10, 11, 12 and 13 above by reference from the information included under the captions entitled "Nominees for Election," "Executive Officers," "Executive Compensation," "Security Ownership of Certain Beneficial Owners and Management" and "Related Party Transaction" in the Company's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A with respect to its 1996 Annual Meeting of Stockholders.
PART IV
Item 14.
Item 14. Exhibits, financial statement schedules and reports on Form 8-K.
a) The financial statements and schedules listed in the accompanying index to consolidated financial statements and financial statement schedules on page 13 are filed as part of this report.
b) The exhibits listed in the accompanying index to exhibits are filed as part of this report.
THE RIVAL COMPANY AND SUBSIDIARIES
Index to Consolidated Financial Statements
and Financial Statement Schedules
INDEX
Page Reference ------------------------ Annual Report to Form 10-K Stockholders --------- ------------
Independent Auditors' Report 31
Financial Statements:
Consolidated Balance Sheets--June 30, 1996 and 1995 20
Consolidated Statements of Earnings-- Years Ended June 30, 1996, 1995, and 1994 21
Consolidated Statements of Stockholders' Equity--Years Ended June 30, 1996, 1995, and 1994 22
Consolidated Statements of Cash Flows-- Years Ended June 30, 1996, 1995 and 1994 23
Notes to Consolidated Financial Statements 24-31
Financial Statement Schedule:
Independent Auditors' Report on Financial Statement Schedule and Consent 14
Schedule VII - Valuation and Qualifying Accounts 15
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT
The Board of Directors The Rival Company:
The audits referred to in our report dated August 2, 1996 included the related financial statement schedule as of June 30, 1996 and for each of the years in the three-year period ended June 30, 1996, included in the 1996 annual report on Form 10-K. This financial statement schedule is the responsibility of The Rival Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We consent to incorporation by reference in the registration statement (No. 33-69392) on Form S-8 of The Rival Company of the above report and our report dated August 2, 1996 relating to the consolidated balance sheets of The Rival Company and subsidiaries as of June 30, 1996 and 1995, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 1996, which report is incorporated by reference in the June 30, 1996 annual report on Form 10-K of The Rival Company.
Kansas City, Missouri /s/ KPMG Peat Marwick, LLP -------------------------- September 9, 1996 KPMG Peat Marwick, LLP
SCHEDULE VII
THE RIVAL COMPANY AND SUBSIDIARIES ______________
VALUATION AND QUALIFYING ACCOUNTS (amounts in thousands)
Additions Additions Beginning Charged to from Deductions Ending Balance Expense Acquisitions (A) Balance ------- ------- ------------ ----- -------
Allowance for collection loss and discounts:
Year ended 6-30-96 $1,909 $ 463 $ 547 $ 134 $2,785
Year ended 6-30-95 $1,693 $ 356 $ 351 $ 491 $1,909
Year ended 6-30-94 $1,752 $ 685 -- $ 744 $1,693
(A): Write-off of accounts and changes in discount allowances.
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.
THE RIVAL COMPANY 	
By: /s/ Thomas K. Manning ------------------------------- Chief Executive Officer September 9, 1996
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 and on the dates indicated below.
Signature Title Date - - --------- ----- ----
/s/ Thomas K. Manning - - ------------------------- Thomas K. Manning Chairman of the Board of September 9, 1996 Directors, Chief Executive Officer (Principal Executive Officer)
/s/ William L. Yager - - ------------------------- William L. Yager President, Chief Operating September 9, 1996 Officer and Director (Principal Financial Officer)
/s/ Stanley D. Biggs - - ------------------------- Stanley D. Biggs Vice President, Chief Financial September 9, 1996 Officer (Principal Accounting Officer)
/s/ William S. Endres 	 - - ------------------------- William S. Endres Sr. V.P. Sales and Marketing September 9, 1996 and Director
/s/ Darrel M. Sanders 	 - - ------------------------- Darrel M. Sanders Sr. V.P. Operations and September 9, 1996 Director
/s/ Jack J. Culberg - - ------------------------- Jack J. Culberg Director September 9, 1996
/s/ Todd Goodwin - - ------------------------- Todd Goodwin Director September 9, 1996
/s/ John E. Grimm, III - - ------------------------- John E. Grimm, III Director September 9, 1996
/s/ Lanny R. Julian - - ------------------------- Lanny R. Julian Director September 9, 1996
/s/ Noel Thomas Patton - - ------------------------- Noel Thomas Patton Director September 9, 1996
/s/ Beatrice B. Smith - - ------------------------- Beatrice B. Smith Director September 9, 1996
INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page - - ------ ------- ----
2 (a) Agreement of Sale, dated September 11, 1992 between the Rival Company and the Marley Company, relative to the acquisition by the Company of specified assets of Simer Pump (incorporated by reference to Exhibit 2 to Registrant's Form 8-K dated as of September 15, 1992). (b) Purchase Agreement by and between The Rival Company and Pollenex Corporation dated April 30, 1993 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 30, 1993). (c) Purchase Agreement by and among Rival Acquisition Company, The Rival Company and Patton Electric Company, Inc., Giant Lion Trading, Ltd. and Noel Thomas Patton and Eve M. Patton dated April 21, 1995 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 21, 1995). (d) Stock Purchase Agreement between H.S. Investments, Inc. as seller, and The Rival Company, as buyer as of December 29, 1995 (incorporated by reference to Exhibit 2 to Form 8-K dated as of January 2, 1996). (e) Offer to purchase all of the Common Shares of Bionaire Inc. (Offering Circular) dated March 5, 1995 (incorporated by reference to Exhibit 1 to Form 8-K dated as of April 2, 1996). 3 (a) Restated Certificate of Incorporation of The Rival Company, a Delaware corporation (the "Company") (incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K for the year ended June 30, 1992). (b) Bylaws of the Company (incorporated by reference to Exhibit 3(b) to Registrant's Form 10-Q for the quarter ended December 31, 1994). 4 (a) Form of Certificate representing shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement on Form S-1, Registration Number 33-46794 dated June 2, 1992 ("Registrant's S-1")). (b) Form of Certificate of Ownership and Merger of The Rival Company into Rival Manufacturing Company (incorporated by reference to Registrant's S-1). 10(a) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of July 23, 1993 between the Company and the Purchasers listed therein (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (b) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of April 15, 1996 between the Company and The Purchasers listed therein (incorporated by reference to Registrant's Form 10-Q for the quarter ended March 31, 1996). (c) Credit Agreement for a $75,000,000 Revolving Credit Facility dated as of April 15, 1996 between the Company, the banks listed therein and, NationsBank of Texas, N.A. as agent (incorporated by reference to Registrant's Form 10-Q for the quarter ending March 31, 1996).
(d) ** The Company's 1986 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10(a) to Registrant's S-1). (e) ** The Company's 1994 Stock Option Plan (incorporated by reference to Exhibit A to Registrant's Proxy Statement, dated September 23, 1994 for its 1994 Annual Meeting of Shareholders). (f) ** Rival Secular Trust Agreement (incorporated by reference to Exhibit 10(e) to Registrant's S-1). (g) ** Employment Agreements, dated as of February 1, 1989 between the Company and Thomas K. Manning, William S. Endres, Darrel Sanders and William L. Yager (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (h) * Employment Agreement dated as of March 1, 1996 between the Company and Richard M. Bertelli. (i) * Description of The Rival Company, Management Incentive ** Compensation Plan. 11 * Statement regarding computation of earnings per share of the Company. 13 * Annual Report to Stockholders for fiscal year ended June 30, 1996 (except for those pages which are specifically incorporated herein by reference, the Company's Annual Report is not to be deemed filed as part of this report.) 21 * List of subsidiaries of the Company. 23 * Independent auditors' consent
- - -------------------
* Filed herewith
** Management contract or compensation plan arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
__________________
The above exhibits may be obtained by Shareholders upon written request to the Office of the Secretary, 800 E. 101st Terrace, Kansas City, Missouri 64131.