<PAGE>   1
                                                                       CONFORMED


                                  UNITED STATES
                       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 October 31, 2000
                          Commission file number 0-6056

                Transition report pursuant to Section 13 or 15(d)
        -----        of the Securities Exchange Act of 1934

               For the transition period from         to
                                             ---------  --------

                           MICHIGAN RIVET CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Michigan                                             38-1887153
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                             Identification No.)

13201 Stephens Road, Warren, Michigan                              48089
-------------------------------------                            ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (810) 754-5100
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act:

                                                   Name of each exchange
     Title of each class                            on which registered
     -------------------                           ---------------------
  Common Stock, $1.00 Par Value                            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 such shorter periods 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 stock held by nonaffiliates (127,293)
of the registrant as of December 4, 2000 was $2,673,153.

                                                                               1



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The number of shares outstanding of the registrant's common stock as of December
4, 2000 was 641,375.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2001 Annual Meeting of Shareholders are
incorporated by reference into Items 10, 11, 12 and 13.

Throughout this document, when we refer to "we," "us," "our" and "ours," we are
referring to Michigan Rivet Corporation and our wholly owned subsidiary, The
McLaughlin Company. When we wish to refer to Michigan Rivet Corporation
separately from The McLaughlin Company, we use "MRC" and when we wish to refer
to The McLaughlin Company separately from Michigan Rivet Corporation, we use
"McL."

PART I

Item 1.  BUSINESS

We were organized as a Michigan corporation in 1969.

MRC manufactures steel fasteners, principally rivets and hinge pins, which are,
in general, sold as original equipment to the automotive industry. The fasteners
range in size from a diameter of 1/8 of an inch to 5/8 of an inch and are
manufactured to customers' designs and specifications through wire drawing, cold
extrusion, cold heading and certain secondary machining operations.

McL manufactures a wide variety of specialized steel nuts, nut and washer
assemblies and special fasteners which are sold as original equipment to the
automotive industry and as standard products to a wide variety of manufacturers.
The nuts range in size up to 1 inch across the flats and are manufactured
through cold extrusion, cold heading, stamping, tapping and certain other
secondary operations.

Our business is entirely within a single industry segment.

Manufacturing and Machining Operations

MRC purchases pickled and lubricated cold rolled steel rod ranging in diameter
from 7/32 of an inch to 45/64 of an inch. Charter Steel and Baron Steel are our
primary sources for raw material with a normal six week availability. The steel
rod we buy is forced through a wire drawer consisting of one or more dies, each
of a smaller diameter than the preceding die. This converts the rod into cold
rolled wire.

The cold rolled wire is then fed into a cold header, either directly or after
being forced through another wire drawer attached to the header. In the header
the wire is first cut into slugs, which may vary in length from 1/4 of an inch
to approximately five inches. The slugs are then forced or "hit" into one or
more dies to produce formed steel parts. Our cold headers generally cut and
force or "hit" the slugs to size at rates of 60 to 300 "hits" per minute. The
steel rod and wire used in our drawing and heading operations is kept at room
temperature. This is why the process is called "cold" heading.


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Some of our fasteners require secondary machining operations, which include
drilling, broaching, annealing (to soften the part), tumbling (to remove burrs
and other irregularities), trimming, pointing, grooving, thread-rolling,
knurling and assembly. Outside suppliers perform other secondary operations on
some of our products, such as plating and heat-treating.

McL's operations are very similar to MRC's. Instead of purchasing cold rolled
steel rod and converting it into wire through the drawing process, McL purchases
the wire in a form ready to be fed into a cold header, principally from Super
Steel Treating Company. McL also purchases coiled flat stock, which is used in
presses to manufacture floating cage nuts, clinch nuts, and washers for the nut
and washer assemblies.

While MRC's manufacturing process produces little waste, McL's process produces
slugs from the nut forming operation, offal from stampings and turnings from
tapping. Besides tapping, McL performs other secondary operations such as
washing, tumbling, locking and staking. All of our products are subjected to
quality control review through the various stages of production.

We believe that we are in substantial compliance with all existing laws and
regulations pertaining to protection of the environment and we do not anticipate
that continued compliance will have any material effect on us or our operations.

Customers and Marketing

The Industry Information, which includes the names of our major customers, set
forth in Note 1 to the consolidated financial statements included in Item 8 of
this report, is incorporated into this discussion by reference. The loss of any
major domestic automobile producer as a customer would have a materially adverse
effect upon our business.

The production of motor vehicles is generally reduced during July and August of
each year while retooling occurs to accommodate design changes for the next
model year. To this extent, the automotive industry, upon which we are primarily
dependent for our business, can be characterized as seasonal in nature. However,
our production of automotive parts reflects, in large part, periodic releases
against customers' purchase orders that are usually spaced throughout the
automotive industry's model year (July to July). A majority of our orders are in
the form of blanket purchase orders (some covered under long-term contracts),
which allows us to manufacture in advance of releases knowing the product is
salable for the current model year. The nature of releases against open orders
make it impossible to determine the value of backlog orders.

We sell our fasteners primarily through our own salaried personnel sales staff
and, to a lesser extent, through independent manufacturers' representatives
compensated on a commission basis. We also market through national distribution
centers acting as distributors for standard products and agents for specialized
products.




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Competition

We operate in a highly competitive industry. We cannot estimate our relative
position in the general automotive parts industry. There are a number of cold
heading and cold extrusion companies in Michigan which supply the automotive
industry with parts similar to those produced by us and which are larger and
have greater resources than we do. We must also compete with domestic and
foreign companies which manufacture similar parts for the automobile industry by
methods other than cold heading and cold extrusion. There is no dominant
supplier in our segment of the industry. Additionally, the three major domestic
automobile manufacturers have equipment in some of their plants which they use
to manufacture similar parts for themselves by cold heading and other methods.

Quality and price are the major factors in supplying parts to the automotive
industry. Quality indexes must be maintained to be a viable source, and to date,
we have been able to compete successfully with other sources of the automotive
parts which we make. While we do not believe that we are in danger of losing any
significant portion of our business to these automotive customers, we cannot
represent that certain parts now made by us may not in the future be made by one
of our competitors, some by the methods employed by us.

Employees

As of December 18, 2000, we had approximately 238 employees, of whom 66 were
salaried. Hourly employees are represented by the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America.

Other

The success of our business is not dependent upon any material patents,
trademarks, licenses, franchises or concessions held by us. The dollar amount we
spent during each of the last three fiscal years on research activities relating
to the development of new products or services or the improvement of existing
products or services is not significant. Our export sales were approximately
8.6% of net sales in Fiscal Year 2000.


Item 2.  PROPERTIES

MRC's manufacturing plant and executive offices are located at 13201 Stephens
Road, Warren, Michigan, a suburb of Detroit. There are approximately 150,000
square feet of floor space at the plant, of which 120,000 are devoted to
manufacturing. The warehouse and shipping operations encompass approximately
20,000 square feet with the remainder devoted to office and administration
purposes. The building, and the 7.5 acre parcel on which it is situated, are
owned by MRC subject to an outstanding mortgage in the amount of $1,781,976 at
October 31, 2000.

McL's manufacturing plant and executive offices are located at 1701 Standish
Avenue, Petoskey, Michigan, a city 260 miles north of Detroit. There are
approximately 79,000 square feet of floor space at the plant,

                                                                               4

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of which 76,000 are devoted to manufacturing with the remainder being used for
office and administration purposes. The building and the 5.5 acre parcel on
which it is situated are owned by McL.

We own all of our manufacturing plant and equipment and we believe that all such
plant and equipment is well maintained and suited for the purposes intended. We
have adequate manufacturing capacity for current operations and excess capacity
for future growth.

Item 3.  LEGAL PROCEEDINGS

There are no material pending legal proceedings to which we are a party or to
which any of our property is subject.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We did not submit any matter to a vote of our security holders during the fourth
quarter of the fiscal year.

PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

Our common stock is traded over-the-counter. We obtained the prices shown for
the fiscal years ended October 31, 2000 and 1999 from a Detroit-area stock
brokerage firm that effects transactions in our stock from time to time.
Quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission and may not necessarily represent actual transactions. Trading in our
stock is limited and sporadic and should not be considered to constitute an
established public trading market.

<TABLE>
<CAPTION>

                   Year Ended                 Year Ended
                 Oct. 31, 2000              Oct. 31, 1999
                 -------------              -------------
                 Bid      Ask               Bid      Ask
                 ---      ---               ---      ---
<S>              <C>     <C>               <C>      <C>

First quarter    14 1/8   18                13       18
Second quarter   14       19                15       20
Third quarter    18       25                18       20
Fourth quarter   17 1/2   22                17       20
</TABLE>

As of December 4, 2000, there were approximately 271 holders of record of our
common stock.

We paid dividends in Fiscal Year 2000 as follows:

<TABLE>
<S>          <C>                       <C>                            <C>

Declared:    December 16, 1999         Paid: January 24, 2000         24(cent)per share
             February 16, 2000               March 29, 2000           12(cent)per share
             May 16, 2000                    June 23, 2000            12(cent)per share
             August 24, 2000                 September 29, 2000       12(cent)per share

</TABLE>







                                                                               5

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Item 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                            Year Ended October 31
                                       --------------------------------------------------------------
                                              2000       1999        1998       1997      1996
                                       --------------------------------------------------------------
                                                   (In thousands, except per share amounts)
<S>                                        <C>         <C>         <C>         <C>      <C>


Net sales                                   $43,123    $46,269      $45,287    $43,013   $41,597

Net earnings                                  1,891      2,392        2,037      1,527     1,333

Total assets                                 27,404     26,675       25,760     22,540    21,300

Long-term debt                                1,466      1,720        2,059      2,531     3,747

Per share of common stock:

Net earnings per share                         2.95       3.75         3.19       2.39      2.09

Cash dividends per share                        .60        .56          .48        .48       .37


</TABLE>


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

This financial review presents management's discussion and analysis of our
financial condition and results of operations. You should read this discussion
in conjunction with the consolidated financial statements.

Forward-Looking Statements
This discussion and analysis of financial condition and results of operations,
contain forward-looking statements that are based on management's beliefs,
assumptions, current expectations, estimates and projections. These statements
are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict with regard to
timing, extent, likelihood and degree of occurrence. Therefore, actual results
and outcomes may vary materially from what is expressed or forecast in the
forward-looking statements. These risks include the risk of a sales slowdown in
the automotive industry; continued consolidation among automotive suppliers
resulting in competitors with larger capitalization and financial resources than
we have; a corresponding move by OEMs and tier 1 suppliers to consolidate their
supplier bases so as to have fewer suppliers; a reliance on larger suppliers
with capacity to supply diverse components and systems; and the general risk of
an economic slowdown in the American economy. For further information on these
risks, see "Other Aspects" below.

The forward-looking statements in this report are based on information available
to us on the date of this report. We do not undertake to update the
forward-looking statements made in this report or otherwise.

2000 vs. 1999
Results of Operations

Our net sales were $43,123,000 in Fiscal Year 2000, a six point eight percent
(6.8%) decrease from our net sales of $46,269,000 in Fiscal Year 1999. Our net
profit for Fiscal Year 2000 was $1,891,000 vs. a $2,392,000 profit for Fiscal
Year 1999. The reduction in sales resulted

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from a combination of lower volume of release against customer purchase orders
along with a start up delay on a few new products from our customers. Sales to
Ford, General Motors, DaimlerChrysler and their suppliers as a percent to total
sales was 90% for both Fiscal Years 2000 and 1999.

Cost of sales as a percentage of net sales was 84.5% for Fiscal Year 2000 and
83.5% for the prior year.

Some major cost changes were as follows:

-        A reduction of $631,000, or 7.7%, for raw material costs due to product
         mix and changes in types used.

-        An increase of $81,000, or 4.6%, for perishable tooling costs due to
         design changes.

-        An increase of $71,000, or 14.5%, for plant building and equipment
         maintenance costs.

-        An increase of $89,000, or 6.9%, for depreciation due to purchases of
         new and used equipment.

-        An increase of $165,000, or 11.0%, for medical insurance coverage due
         to higher medical and drug costs.

Our selling, general and administrative expenditures as a percentage of our net
sales were 8.1% of sales for Fiscal Year 2000 and 8.2% for Fiscal Year 1999. The
dollar amount decreased $301,000 in Fiscal Year 2000 from the prior year. This
primarily resulted from lower bonus provision for salaried employees.

We received proceeds from the sale of obsolete and excess equipment of $180,000
in Fiscal Year 2000 and $155,000 in Fiscal Year 1999.

Our interest expense increased $81,000 in Fiscal Year 2000 from the prior year
due to higher average balances in short-term notes from the bank. The average
outstanding balance in our short-term notes for 2000 was $1,626,000 and for 1999
was $656,000.

Liquidity and Capital Resources

The interest rate on $1,782,000 of our Mortgage and Long Term Equipment Loan
Agreements with our lending institution, Comerica Bank, was at .50% below the
bank's prime rate. The maximum amount of our Revolving Credit Line remains at
$5,000,000 with the interest rate equal to 75 basis points below the bank's
prime rate. We are in compliance with all of the covenants of the lending
agreement.

Our cash decreased $80,000 from the beginning of the Fiscal Year 2000. Our cash
flow from operating activities was $3,057,000 in Fiscal Year 2000, due primarily
to earnings and non-cash expenses for depreciation. We used cash of $2,920,000,
including proceeds on sale of equipment, to acquire equipment. We used cash of
$384,000 to pay dividends to shareholders. As of October 31, 2000, we had
$4,415,000 available under our revolving line of credit. Expenditures for
additional equipment during Fiscal year 2001 are presently expected to
approximate $1,000,000

                                                                               7

<PAGE>   8
which are projected to be financed from cash generated from operations and cash
from the revolving credit line.

We are continuing to review the costs of all parts when price adjustments are
requested from our customers. We have had little success in avoiding price
adjustments. We will continue our long range capital improvements plan to
upgrade major production equipment on an orderly, as needed basis and, to
evaluate all current outside operations. There can be no assurance that our
projections will be realized due to the expected slow down in the automotive
industry. We will attempt to make necessary cost adjustments to remain
profitable.

We quote our sales to all domestic and foreign customers in U.S. dollar currency
rates, therefore eliminating any foreign currency risks.

Dividends

We paid dividends to our shareholders totaling sixty cents ($.60) per share in
Fiscal Year 2000.

1999 vs. 1998
Results of Operations

Net sales increased to $46,269,000 in Fiscal Year 1999, a two percent (2%)
increase from net sales of $45,287,000 in Fiscal Year 1998. The net profit for
Fiscal Year 1999 was $2,392,000 vs. a $2,037,000 profit for Fiscal Year 1998.
The growth in sales resulted from a combination of new products and change in
product mix. Sales to Ford, General Motors, DaimlerChrysler and their suppliers
as a percent to total sales was 90% for both Fiscal Years 1999 and 1998.

Cost of sales as a percentage of net sales was 83% for Fiscal Year 1999 and 84%
for the prior year.

Some major cost changes were as follows:

-        A reduction of 1.4% for raw material costs due to product mix and
         changes in types used which amounted to $264,000.

-        A reduction of 3.0% for perishable tooling costs due to design changes
         which amounted to $144,000.

-        An increase of 2.9% for plant labor costs due to contractual agreements
         which amounted to $193,000.

-        An increase of 17% for depreciation due to purchases of new and used
         equipment which amounted to $193,000.

Selling, general and administrative expenditures as a percentage of net sales
were 8.2% of sales for Fiscal Year 1999 and 8.3% for Fiscal Year 1998. The
dollar amount was an increase of $22,000 from the prior year. This was primarily
a result of increased sales commissions, bonus provision and directors fees.

Proceeds received from the sale of obsolete and excess equipment were $155,000
in Fiscal Year 1999 and $696,000 in Fiscal Year 1998.


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Interest expense decreased $86,000 from the prior year due to lower average
balances in short-term notes and interest rates from the bank. Average
outstanding balance in short-term notes in 1999 was $656,000 and for 1998 was
$813,000.

Liquidity and Capital Resources

The interest rate on $2,041,000 of our Mortgage and Long Term Equipment Loan
Agreements with our lending institution, Comerica Bank, was at .50% below the
bank's prime rate. The Revolving Credit available remains at $5,000,000 with the
interest rate equal to 75 basis points below the bank's prime rate. We are in
compliance with all the covenants of the lending agreement.

Our cash increased $7,000 from the beginning of the Fiscal Year 1999. Cash flow
from operating activities was $3,208,000 in Fiscal Year 1999, due primarily to
earnings and non-cash expenses for depreciation. Cash of $2,843,000 plus
proceeds on sale of equipment was used to acquire equipment and pay short and
long term debt. Cash of $358,000 was used to pay dividends to shareholders. As
of October 31, 1999, we had $4,584,000 available under our revolving line of
credit. Expenditures for additional equipment during Fiscal year 2000 are
presently expected to approximate $2,000,000 which are projected to be financed
from cash generated from operations and cash from the revolving credit line.

We are continuing to review the costs of all parts and when necessary request
price adjustments from our customers. We have had some success, about ten
percent of current parts, in attaining a few price adjustments. We will continue
our long range capital improvements plan to upgrade major production equipment
on an orderly, as needed basis and, to evaluate all current outside operations.
There can be no assurance that our projections will be realized.

Sales to all domestic and foreign customers are quoted at U.S. dollar currency
rates, therefore eliminating any foreign currency risks.

YEAR 2000

We experienced no system failures or miscalculations as a result of Y2K. We are
not aware of any failures attributable to the Y2K problem at our customers or
suppliers which threaten to have an adverse impact on our business at this time.

Dividends

Dividends totaling fifty-six cents ($.56) per share were paid in Fiscal Year
1999.

1998 vs. 1997
Results of Operations

Net sales increased to $45,287,000 in Fiscal Year 1998, a five percent (5%)
increase from net sales of $43,013,000 in Fiscal Year 1997. The net profit for
Fiscal Year 1998 was $2,037,000 vs. a $1,527,000 profit for Fiscal Year 1997.
The growth in sales resulted from a combination of new products, increased
volume, and change in product mix. Sales to

                                                                               9

<PAGE>   10



Ford, General Motors, DaimlerChrysler and their suppliers as a percent to total
sales was 90% in Fiscal Year 1998 and 91% for Fiscal Year 1997.

Cost of sales as a percentage of net sales was 84% for Fiscal Year 1998 and 86%
for the prior year.

Some major cost changes were as follows:

-        A reduction of $350,000 for FAS 106 accrual due to contractual and
         personnel changes.

-        A reduction of 23% for excess freight costs to customers and 3.4% lower
         tooling costs which totaled $158,000.

-        A reduction of 3.3% for raw material costs due to changes in some types
         used and product mix which amounted to $400,000.

Selling, general and administrative expenditures as a percentage of net sales
remained at 8.3% of sales for Fiscal Year 1998 and 1997. The dollar amount was
an increase of $175,000 from the prior year. This was primarily a result of
increased bonus provision and write off of uncollectible accounts.

Proceeds received from the sale of obsolete and excess equipment were $696,000
in Fiscal Year 1998 and $179,000 in Fiscal Year 1997.

Interest expense decreased $13,000 from the prior year due to lower short-term
notes and interest rates from the bank.

Liquidity and Capital Resources

The interest rate on $2,340,000 of our Mortgage and Long Term Equipment Loan
Agreements with our lending institution, Comerica Bank, was at the bank's prime
rate. The Revolving Credit available remains at $5,000,000 with the interest
rate equal to 25 basis points below the bank's prime rate. We are in compliance
with all the covenants of the lending agreement.

Our cash decreased $568,000 from the beginning of the Fiscal Year 1998. Cash
flow from operating activities was $2,153,000 in Fiscal Year 1998, due primarily
to earnings, non-cash expenses for depreciation and accrued post-retirement
benefits. Cash of $3,110,000 was used to acquire equipment and pay short and
long term debt. Cash of $306,000 was used to pay dividends to shareholders. As
of October 31, 1998, we had $3,952,000 available under our revolving line of
credit. Expenditures for additional equipment during Fiscal year 1999 are
presently expected to approximate $2,300,000 which are projected to be financed
from cash generated from operations and cash from the revolving credit line.

We are continuing to review the costs of all parts and when necessary request
price adjustments from our customers. We have had some success, about ten
percent, in attaining a few price adjustments. We will continue our long range
capital improvements plan to upgrade major production equipment on an orderly,
as needed basis and, to evaluate all

                                                                              10

<PAGE>   11



current outside operations.  There can be no assurance that our projections will
be realized.

Sales to all domestic and foreign customers are quoted at U.S. dollar currency
rates, therefore eliminating any foreign currency risks.

Dividends

Dividends totaling forty-eight cents ($.48) per share were paid in Fiscal Year
1998.

Impact of Inflation

We maintain data on our costs which allows us to monitor the impact of changes
due in part to inflation and also to other factors such as technological change.
Periodically, usually on a part-by-part basis, we review increases in costs and,
to the extent allowed by our customers and permitted by competition, we pass
these along as price increases. This will usually occur during the customers'
annual bid process on all of their projected parts.

We are party to an agreement with one of our major customers which requires
automatic price decreases in future contract years. Although this provision will
prevent us from passing along increases in costs related to the project, we
believe that we will be able to absorb any such increases due to increased
production efficiencies currently planned.

We continue to monitor controllable costs in the areas of labor, raw material,
work-in-process and finished goods inventory, as well as other suppliers of
goods or services so that assets are used more productively and margins are
improved.

Other Aspects

The volatility of the domestic automotive industry and our reliance on this
important customer base for sales causes the reported information not to be
necessarily indicative of our future operating results or future financial
condition, and may increase the risk that forward-looking statements may prove
inaccurate. Industry analysts and our customers have predicted a slowdown in
sales for the United States automotive market for calendar year 2001. We expect
that such a slowdown would result in lower volumes of releases against purchase
orders from our customers, possible slowdown in introduction of new products by
original equipment manufacturers, and requests from customers for price
reductions. Any of these developments could negatively affect our revenues and
income. In December 2000, DaimlerChrysler announced that it would attempt to
impose a unilateral reduction of 5% in all prices paid to suppliers commencing
in calendar year 2001. We are not tier 1 with DaimlerChrysler but expect some of
our customers to request similar reductions. We will review, as always, part by
part and customer, if we can extend price reductions. The fastener industry's
response will have a significant impact on the ability of DaimlerChrysler to
extract these price concessions from suppliers of fasteners. If all the requests
are accepted by the fastener industry, we would expect to lose a portion of this
work.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As of the end of the fiscal year, we had no material exposure to market risks
related to currency, interest rates or otherwise.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to this item is submitted as a separate section of this
     report.


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     None


PART III

The information called for by the items within this part is included in our 2001
Proxy Statement, and is incorporated herein by reference, as follows

                       Caption(s) in 2001 Proxy Statement

Item 10.   DIRECTORS AND EXECUTIVE
                    OFFICERS OF THE REGISTRANT..........."Election of Directors"
Item 11.   EXECUTIVE COMPENSATION......................."Executive Compensation"
Item 12.   SECURITY OWNERSHIP OF CERTAIN
                    BENEFICIAL OWNERS AND MANAGEMENT......"Security Ownership of
                                                            Management"
Item 13.   CERTAIN RELATIONSHIPS AND
                    RELATED TRANSACTIONS.............."Certain Relationships and
                                                           Related Transactions"



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<PAGE>   13



PART IV

Item 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K

  (a) Financial Statements, Schedules and Exhibits

      (1) and (2)--The response to this portion of Item 14 is submitted as a
      separate section of this report.

      (3) Listing of exhibits

          3.1--Articles of Incorporation - Previously filed as Exhibit 3 to the
               registrant's Annual Report on Form 10K for the year ended October
               31, 1982 and incorporated herein by reference.

          3.2--Bylaws - Previously filed as Exhibit 3 to the registrant's Annual
               Report on Form 10K for the year ended October 31, 1976 and
               incorporated herein by reference.

           21--Subsidiaries of Registrant

  (b) No reports on Form 8-K were filed during the last quarter of the Company's
      fiscal year ended October 31, 2000.


  (c) Exhibits:

      See Item 14(a)(3) above.

  (d) Financial Statement Schedules:

      The response to this portion of Item 14 is submitted as a separate section
      of this report.




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<PAGE>   14



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.



                                              MICHIGAN RIVET CORPORATION


                                              /s/ William P. Lianos
                                              ----------------------------------
                                              William P. Lianos
                                              President and Treasurer

                                               1-24-01
                                              ----------------------------------
                                              Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of this registrant and
in the capacities indicated on the 24th day of January 2001.


/s/ William B. Stade                          /s/ William P. Lianos
------------------------------                ----------------------------------
William B. Stade                              William P. Lianos
Chairman of the Board                         President, Treasurer and Director
and Director                                    (Principal Financial &
                                                 Accounting Officer)


/s/ Anthony W. Livorine                       /s/ Clark V. Stevens
------------------------------                ----------------------------------
Anthony W. Livorine                           Clark V. Stevens
Director                                      Director


/s/ Kermit L. Knuppenburg                     /s/ Charles E. Blank
------------------------------                ----------------------------------
Kermit L. Knuppenburg                         Charles E. Blank
Director                                      Director


/s/ Anthony J. Caputo                         /s/ HW Burdett
------------------------------                ----------------------------------
Anthony J. Caputo                             Howard W. Burdett
Director                                      Director


/s/ Earl T. O'Loughlin
------------------------------
Gen. Earl T. O'Loughlin
Director





                                                                              14

<PAGE>   15

















                           ANNUAL REPORT ON FORM 10-K

                       ITEM 8, ITEM 14(a)(1), (2), and (d)

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULES

                           YEAR ENDED OCTOBER 31, 2000

                           MICHIGAN RIVET CORPORATION

                                WARREN, MICHIGAN


                                                                              15

<PAGE>   16






FORM 10-K--ITEM 14(a)(1) and (2)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES


The following consolidated financial statements of Michigan Rivet Corporation
and subsidiaries are included in Item 8:

  Consolidated balance sheets--Years ended October 31, 2000, 1999 and 1998

  Consolidated statements of stockholders' equity--Years ended October 31, 2000,
  1999 and 1998

  Consolidated statements of income--Years ended October 31, 2000, 1999 and 1998

  Consolidated statements of cash flows--Years ended October 31, 2000, 1999 and
  1998

  Notes to consolidated financial statements--Years ended October 31, 2000,
  1999, and 1998


The following consolidated financial statement schedule of Michigan Rivet
Corporation and subsidiaries is included in Item 14(d):


  Schedule VIII--Valuation and qualifying accounts


All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.




                                                                              16


<PAGE>   17

[PLANTE & MORAN, LLP LETTERHEAD]


                          Independent Auditor's Report



To the Board of Directors and Stockholders
Michigan Rivet Corporation and Subsidiaries


We have audited the accompanying consolidated balance sheet of Michigan Rivet
Corporation and subsidiaries as of October 31, 2000, 1999 and 1998 and the
related consolidated statements of changes in stockholders' equity, income and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Michigan Rivet Corporation and subsidiaries at October 31, 2000, 1999 and 1998
and the consolidated results of their operations and their cash flows for the
years then ended, in conformity with generally accepted accounting principles.



                                       /s/ Plante & Moran, LLP



Auburn Hills, Michigan
December 11, 2000


                                                                              17

<PAGE>   18



MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
<TABLE>
<CAPTION>

                                                                                     October 31
                                                             --------------------------------------------------------
                                                                 2000                 1999                  1998
                                                             ------------        -------------       ----------------
<S>                                                          <C>                 <C>                 <C>

                    ASSETS

CURRENT ASSETS
 Cash                                                        $     18,949        $     99,220        $     92,125
 Accounts receivable - Less allowance of $50,000
   in 2000, 1999 and 1998                                       6,523,119           6,004,635           6,575,512

 Inventories:
   Finished products                                            1,848,188           2,231,376           1,636,774
   In process                                                   3,541,984           3,744,229           3,773,479
   Raw materials                                                  340,337             865,879             677,551
                                                             ------------        ------------        ------------
                    Total inventories                           5,730,509           6,841,484           6,087,804

 Deferred federal income taxes (Note 3)                           760,000             805,000             647,639

 Prepaid expenses and other current assets                        201,460             232,501             253,734
                                                             ------------        ------------        ------------
                    Total current assets                       13,234,037          13,982,840          13,656,814

OTHER ASSETS (Notes 3 and 4)                                      846,434           1,012,210           1,048,662

PROPERTY, PLANT AND EQUIPMENT
 Land                                                             125,000             125,000             125,000
 Buildings and improvements                                     6,185,361           5,947,671           5,656,030
 Machinery and equipment                                       24,263,354          21,767,242          20,515,966
                                                             ------------        ------------        ------------
                    Total property, plant and equipment        30,573,715          27,839,913          26,296,996

 Less accumulated depreciation                                 17,249,748          16,160,459          15,242,603
                                                             ------------        ------------        ------------
                    Net carrying amount                        13,323,967          11,679,454          11,054,393
                                                             ------------        ------------        ------------
                    Total assets                             $ 27,404,438        $ 26,674,504        $ 25,759,869
                                                             ============        ============        ============
</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              18

<PAGE>   19
================================================================================
                                                      CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                October 31
                                                             ------------------------------------------------
                                                                   2000            1999             1998
                                                             ---------------   ------------   ---------------
<S>                                                          <C>               <C>            <C>

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes payable to bank (Note 2)                                $    585,000   $    216,000   $   848,000
  Accounts payable                                                 4,446,958      4,387,141      5,053,695
  Payroll and employees' benefits                                  1,091,936      1,634,937      1,431,337
  Other accrued expenses                                             433,946        897,628        710,639
  Current portion of long-term debt (Note 2)                         315,770        324,026        299,061
                                                                ------------   ------------   ------------
                 Total current liabilities                         6,873,610      7,459,732      8,342,732

LONG-TERM DEBT - Net of current portion (Note 2)                   1,466,206      1,720,167      2,058,572

ACCRUED POSTRETIREMENT BENEFITS (Note 4)                           4,071,957      4,068,780      3,967,643


STOCKHOLDERS' EQUITY
  Common stock - $1 par value:
     Authorized - 1,000,000 shares
     Issued and outstanding - 641,375 shares, 638,525
        shares, and 638,525 shares for the years ended
     October 31, 2000, 1999  and 1998, respectively                  641,375        638,525        638,525

  Paid-in capital                                                    174,489        117,403        117,403
  Retained earnings                                               14,176,801     12,669,897     10,634,994
                                                                ------------   ------------   ------------

                 Total stockholders' equity                       14,992,665     13,425,825     11,390,922



                                                                ------------   ------------   ------------

                 Total liabilities and stockholders' equity     $ 27,404,438   $ 26,674,504   $ 25,759,869
                                                                ============   ============   ============
</TABLE>

                                                                              19

<PAGE>   20

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                       CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                      Common Stock                                                Total
                                               --------------------------     Paid-in          Retained       Stockholders'
                                                 Shares          Amount       Capital          Earnings          Equity
                                               ---------      ------------  ------------     ------------     -------------
<S>                                            <C>            <C>           <C>              <C>              <C>

BALANCE - November 1, 1997                       638,525        $ 638,525     $ 117,403      $  8,904,780     $  9,660,708

Net income                                             -                -             -         2,036,707        2,036,707

Dividends paid ($.48/share)                            -                -             -          (306,493)        (306,493)
                                                --------        ---------     ---------      ------------     ------------

BALANCE - October 31, 1998                       638,525          638,525       117,403        10,634,994       11,390,922

Net income                                             -                -             -         2,392,477        2,392,477

Dividends paid ($.56/share)                            -                -             -          (357,574)        (357,574)
                                                --------        ---------     ---------      ------------     ------------

BALANCE - October 31, 1999                       638,525          638,525       117,403        12,669,897       13,425,825

Net income                                             -                -             -         1,890,703        1,890,703

Dividends paid ($.60/share)                            -                -             -          (383,799)        (383,799)

Issuance of common stock                           2,850            2,850        57,086                 -           59,936
                                                --------        ---------     ---------      ------------     ------------

BALANCE - October 31, 2000                       641,375        $ 641,375     $ 174,489      $ 14,176,801     $ 14,992,665
                                                ========        =========     =========      ============     ============

</TABLE>

See Notes to Consolidated Financial Statements.


                                                                              20
<PAGE>   21


MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                                CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>


                                                                        Year Ended October 31
                                                          ---------------------------------------------------

                                                               2000               1999                1998
                                                          ------------        ------------      -------------
<S>                                                       <C>                 <C>               <C>

NET SALES                                                 $ 43,122,793        $ 46,268,939       $ 45,287,313

COSTS AND EXPENSES
 Cost of products sold                                      36,435,503          38,624,525         37,929,455
 Selling, administrative and general                         3,481,278           3,782,349          3,760,448
 Interest                                                      305,309             224,588            310,703
                                                          ------------        ------------       ------------

              Total costs and expenses                      40,222,090          42,631,462         42,000,606
                                                          ------------        ------------       ------------
INCOME - Before federal income taxes                         2,900,703           3,637,477          3,286,707

FEDERAL INCOME TAXES (Note 3)                                1,010,000           1,245,000          1,250,000
                                                          ------------        ------------       ------------

NET INCOME                                                 $ 1,890,703         $ 2,392,477        $ 2,036,707
                                                           ===========         ===========        ===========

EARNINGS PER SHARE                                         $      2.95         $      3.75        $      3.19
                                                           ===========         ===========        ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                     639,841             638,525            638,525
                                                           ===========         ===========        ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                                                              21


<PAGE>   22

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                            CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>


                                                                          Year Ended October 31
                                                            --------------------------------------------------
                                                                2000               1999              1998
                                                            ------------      ------------       -------------
<S>                                                         <C>               <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                               $ 1,890,703        $ 2,392,477        $ 2,036,707
   Adjustments to reconcile net income to net cash
    from operating activities:
      Depreciation                                            1,370,796          1,338,448          1,089,390
      Gain on sale of equipment                                 (94,919)           (65,850)          (239,236)
      Provision for deferred income taxes                       230,000            (87,361)           (65,000)
      Provision for postretirement benefits                      78,177            101,137            154,073
      Changes in operating assets and liabilities:
         (Increase) decrease in accounts
            receivable                                         (518,484)           570,877           (888,461)
         (Increase) decrease in inventories                   1,110,975           (753,682)          (934,674)
         (Increase) decrease in prepaid expenses
            and other assets                                     11,817            (12,315)           (30,010)
         Increase (decrease) in accounts payable
            and other accrued expenses                       (1,021,866)          (275,964)         1,030,119
                                                            -----------        -----------        -----------

                     Net cash provided by operating
                        activities                            3,057,199          3,207,767          2,152,908

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition of property, plant and equipment              (3,099,907)        (2,052,867)        (3,415,595)
   Proceeds from sale of equipment                              179,517            155,210            695,774
                                                            -----------        -----------        -----------

                     Net cash used in investing activities   (2,920,390)        (1,897,657)        (2,719,821)


CASH FLOWS FROM FINANCING ACTIVITIES
   Net proceeds (payments) under short-term credit line         369,000           (632,000)           848,000
   Issuance of common stock                                      59,936                  -                  -
   Payments on long-term debt                                  (262,217)          (313,441)          (542,867)
   Payment of dividends                                        (383,799)          (357,574)          (306,493)
                                                             ----------         ----------         ----------

                     Net cash used in financing activities     (217,080)        (1,303,015)            (1,360)

NET INCREASE (DECREASE) IN CASH                                 (80,271)             7,095           (568,273)

CASH - Beginning of year                                         99,220             92,125            660,398
                                                            -----------        -----------        -----------

CASH - End of year                                          $    18,949        $    99,220        $    92,125
                                                            ===========        ===========        ===========

</TABLE>

See Notes to Consolidated Financial Statements.

                                                                              22

<PAGE>   23

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION - The consolidated financial
         statements include the accounts of Michigan Rivet Corporation and
         subsidiaries (collectively, the "Company"). Upon consolidation,
         significant intercompany accounts and transactions are
         eliminated.

         DESCRIPTION OF BUSINESS - The Company is a domestic manufacturer
         of cold headed steel fasteners, nuts and components, principally
         for the automotive industry. Sales to General Motors Corporation,
         Ford Motor Company and DaimlerChrysler Corporation, including
         their suppliers, are summarized as follows:

<TABLE>
<CAPTION>

                                              2000         1999         1998
                                              ----         ----         ----
<S>                                           <C>          <C>          <C>

         General Motors Corporation            38%         35%           33%
         Ford Motor Company                    38%         40%           41%
         DaimlerChrysler Corporation           14%         15%           16%

</TABLE>


         The Company generally does not require collateral from its
         customers. Credit losses from automobile and related
         manufacturers have been minimal and within management's
         expectations.

         INVENTORIES - Inventories are stated at the lower of cost or
         market. Cost is determined by the last-in, first-out (LIFO)
         method for certain inventories (approximately 21 percent, 24
         percent and 24 percent of consolidated inventories at October 31,
         2000, 1999 and 1998, respectively) and the first-in, first-out
         (FIFO) method for all other inventories.

         Current cost exceeded the balance sheet carrying amount of LIFO
         inventories by $385,000, $415,000 and $468,000 in 2000, 1999 and
         1998, respectively.

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the
         reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenue and expenses
         during the reporting period. Actual results could differ from
         those estimates.

                                                                              23

<PAGE>   24

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998



NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         PROPERTY, PLANT AND EQUIPMENT - Properties are stated at cost and
         include expenditures that materially increase the useful lives of
         existing buildings and equipment. Expenditures for normal repairs,
         maintenance and production tooling are charged to operations as
         incurred. Depreciation is computed principally by the straight-line
         method over the estimated useful lives of the related assets.

         INCOME TAXES - Under Statement of Financial Accounting Standards No.
         109, Accounting for Income Taxes, the liability method is used in
         accounting for income taxes. Under this method, deferred tax assets and
         liabilities are determined based on differences between financial
         reporting and tax bases of assets and liabilities and are measured
         using the enacted tax rates and laws in effect. A valuation allowance
         for deferred tax assets would be provided if, in management's judgment,
         it is more likely than not the benefit of these future tax deductions
         could not be realized. Current taxes payable or refundable are based on
         amounts on tax returns for the year.

         EMPLOYEE POSTRETIREMENT BENEFITS - The Company provides health care and
         life insurance benefits for certain retired employees. This plan is
         unfunded and benefits are paid when they are incurred by the retiree.
         These benefits are recognized as an expense as employees render
         service.

         EARNINGS PER SHARE - Earnings per share is based on the weighted
         average number of shares outstanding in each period.

         RECLASSIFICATION - Certain prior year amounts have been reclassified to
         conform to the current year presentation.

NOTE 2 - DEBT

         Notes payable to bank represent borrowings for working capital purposes
         under a $5,000,000 short-term revolving line of credit, which is
         renewed quarterly and bears interest at the lending institution's prime
         rate less .75 percent (prime was 9.5 percent at October 31, 2000). The
         weighted average interest rate for 2000, 1999 and 1998 was 8.37
         percent, 8.08 percent and 8.47 percent, respectively. Available
         borrowings under this agreement are based on a percentage of eligible
         accounts receivable.

                                                                              24
<PAGE>   25

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998



NOTE 2 - DEBT (CONTINUED)

         Long-term debt consists of the following obligations:


<TABLE>
<CAPTION>

                                                                        2000                  1999                  1998
                                                                    ------------          -----------          -----------
<S>                                                                 <C>                   <C>                  <C>

         Mortgage note                                              $ 1,781,976           $ 2,041,483          $ 2,340,101
         Other                                                               -                  2,710               17,532
                                                                    ------------          -----------          -----------

                               Total                                  1,781,976             2,044,193            2,357,633

                               Less current portion                     315,770               324,026              299,061
                                                                    ------------          -----------          -----------
                               Long-term portion                    $ 1,466,206           $ 1,720,167          $ 2,058,572
                                                                    ============          ===========          ===========
</TABLE>


         Future maturities on long-term debt for each year ending October 31 are
         as follows:

<TABLE>

<S>                                                     <C>

                               2001                      $   315,770
                               2002                          345,596
                               2003                          378,016
                               2004                          413,476
                               2005                          329,118
                                                         -----------
                                          Total          $ 1,781,976
                                                         ===========
</TABLE>

         The mortgage note is payable in monthly installments of $38,627
         including interest at .50 percent below the prime rate, and matures
         April 1, 2005. The financial agreements include covenants that require
         minimum levels of working capital, tangible net worth and debt to
         equity ratios. The agreement also requires the lender's approval before
         cash dividends may be declared or paid.

         As of October 31, 2000, substantially all of the Company's assets were
         mortgaged or otherwise pledged as collateral for the debt agreement.

         Cash payments for interest were $302,787, $233,104 and $283,074 in
         2000, 1999 and 1998, respectively.

                                                                              25

<PAGE>   26


MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998


NOTE 3 - FEDERAL INCOME TAXES

         The provision for income tax expense is as follows:

<TABLE>
<CAPTION>
                                                                 2000               1999                 1998
                                                             -----------         -----------         ------------
<S>                                                          <C>                 <C>                 <C>

         Current expense                                     $   780,000         $ 1,332,361         $ 1,315,000
         Deferred expense (benefit)                              230,000             (87,361)            (65,000)
                                                             -----------         -----------         -----------

                   Total income tax expense                  $ 1,010,000         $ 1,245,000         $ 1,250,000
                                                             ===========         ===========         ===========
         Income tax payments                                 $ 1,330,000         $ 1,280,000         $ 1,275,000
                                                             ===========         ===========         ===========
</TABLE>
         The details of the net deferred tax asset are as follows:

<TABLE>
<CAPTION>
                                                                 2000               1999                 1998
                                                             -----------         -----------         ------------
<S>                                                          <C>                 <C>                 <C>
         Deferred tax liabilities - Depreciation             $ 1,308,593         $ 1,094,058         $   964,164

         Deferred tax assets:
           Employee benefits                                   1,595,232           1,596,424           1,562,884
           Inventory valuation                                   640,760             636,664             479,351
           Other                                                  22,601              40,970              14,568
                                                             -----------         -----------         -----------

                   Total deferred tax assets                   2,258,593           2,274,058           2,056,803

         Valuation allowance                                          -                   -                   -
                                                             -----------         -----------         -----------

                   Net deferred tax asset                    $   950,000         $ 1,180,000         $ 1,092,639
                                                             ===========         ===========         ===========
</TABLE>

         The principal components of deferred federal income tax expense are as
         follows:

<TABLE>
<CAPTION>

                                                                 2000               1999                 1998
                                                             -----------         -----------         ------------
<S>                                                          <C>                 <C>                 <C>
         Employee benefits                                   $     1,192           $ (33,540)          $ (13,029)
         Accelerated tax depreciation                            214,535             129,894              28,699
         Inventory valuation                                      (4,096)           (157,313)            (80,827)
         Other                                                    18,369             (26,402)                157
                                                             -----------           ---------           ---------
                   Net deferred tax expense (benefit)        $   230,000           $ (87,361)          $ (65,000)
                                                             ===========         ===========         ===========

</TABLE>

                                                                              26


<PAGE>   27

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998


NOTE 4 - RETIREMENT BENEFITS

         PENSION PLANS - Certain employees of the Company who are members of
         collective bargaining units are covered by a noncontributory defined
         benefit pension plan. The plan provides benefits that are based on a
         stated amount for each year of service plus a frozen vested accrued
         severance benefit calculated as of August 26, 1977 for eligible
         employees on that date. The Company's funding policy is to make at
         least the minimum annual contribution required by applicable
         regulations.

         A summary of the components of pension income for the union plan
         follows:

<TABLE>
<CAPTION>


                                                                        2000              1999             1998
                                                                     ----------        ----------       ----------
<S>                                                                  <C>               <C>              <C>

         Service cost for benefits earned during                     $ 104,431         $ 110,589        $  89,587
            the period                                                 353,772           305,475          299,215
         Interest cost of projected benefit obligation                (434,941)         (404,002)        (380,560)
         Expected return on plan assets                                (56,164)          (56,164)         (56,164)
         Amortization of net asset at transition                       (19,155)               -                -
         Amortization of unrecognized gain                              32,833            10,554           10,554
         Amortization of prior service cost                          ---------         ---------        ---------

                           Net pension income                        $ (19,224)        $ (33,548)       $ (37,368)
                                                                     =========         =========        =========
</TABLE>

         Assumptions used in accounting for the plan were as follows:

<TABLE>
<CAPTION>

                                                                        2000               1999              1998
                                                                     ----------        ----------       ----------
<S>                                                                  <C>               <C>              <C>
         Weighted average discount rate                                  7.5%              7.5%             6.5%
         Expected long-term rate of return on
             assets                                                      7.0%              7.0%             7.0%

</TABLE>


                                                                              27
<PAGE>   28

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998



NOTE 4 - RETIREMENT BENEFITS (CONTINUED)

         The following table sets forth the funded status and amounts recognized
         in the consolidated balance sheet for the union plan:

<TABLE>
<CAPTION>



                                                                        2000              1999               1998
                                                                    -----------       -----------        -----------
<S>                                                                 <C>               <C>                <C>
         Change in benefit obligation:
            Benefit obligation at beginning of year                 $ 4,477,550       $ 4,796,768        $ 4,272,033
            Service cost                                                104,431           110,589             89,587
            Interest cost                                               353,772           305,475            299,215
            Actuarial (gain) loss and benefit change                    371,413          (487,461)           362,675
            Benefits paid                                              (276,720)         (247,821)          (226,742)
                                                                    -----------       -----------        -----------
            Benefit obligation at end of year                         5,030,446         4,477,550          4,796,768

            Change in plan assets:
               Fair value of plan assets at
                    beginning of year                                 6,797,811         6,416,565          6,306,504
               Actual return on assets                                  451,464           629,067            336,803
               Benefits paid                                           (276,720)         (247,821)          (226,742)
                                                                    -----------       -----------        -----------
            Fair value of plan assets at
                 end of year                                          6,972,555         6,797,811          6,416,565
                                                                    -----------       -----------        -----------

         Funded status:                                               1,942,109         2,320,261          1,619,797
            Unrecognized net asset at transition                       (355,796)         (411,960)          (468,124)
            Unrecognized prior service cost                             463,875           136,673            147,227
            Unrecognized net gain                                    (1,393,754)       (1,407,764)          (695,238)
                                                                    -----------       -----------        -----------

         Net pension asset recognized
            in the consolidated balance sheet                       $   656,434       $   637,210        $   603,662
                                                                    ===========       ===========        ==========
</TABLE>

         Plan assets are invested primarily in pooled equity investment funds,
         obligations of the U.S. government and its agencies and certain other
         investments.

         During 2000, the plan benefit levels were changed resulting in an
         increase to prior service cost and total benefit obligation of
         $360,035.

                                                                              28

<PAGE>   29



MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998


NOTE 4 - RETIREMENT BENEFITS (CONTINUED)


         Certain employees participate in a Company-sponsored savings plan.
         Under the plan, the Company contributes a defined amount to individual
         employee accounts based on the respective employee's contribution. The
         Company contributed approximately $66,000, $127,000 and $120,000 to
         this plan in 2000, 1999 and 1998, respectively.

         In 1998, certain employees began participating in a multiemployer
         defined benefit plan. The Company contributed approximately $79,000,
         $82,000 and $70,000 to the plan during the years ended October 31,
         2000, 1999 and 1998, respectively. The plan allows for withdrawal from
         the plan, without penalty or future liability, during the first three
         years of participation.

         POSTRETIREMENT BENEFITS - As discussed in Note 1, the Company provides
         health care and life insurance benefits for certain retired employees.
         The Company adopted the provisions of SFAS 106 effective November 1,
         1993. The Company elected to recognize the transition obligation over
         20 years.

         Subsequent to 1993, the Company and its collective bargaining unit
         agreed to modifications to the postretirement benefit plan. These
         modifications primarily related to a cap on future retiree medical
         insurance benefits and a change in the limit of the Company's subsidy
         and resulted in a reduction of the accumulated postretirement benefit
         obligation. This reduction was used to reduce the transition
         obligation, the balance of which is being recognized prospectively over
         the remaining amortization period allowed by SFAS 106.

         The Company recognized an expense related to postretirement benefits
         consisting of service cost, interest cost and transition amortization
         in 2000, 1999 and 1998, as follows:

<TABLE>
<CAPTION>


                                                                        2000             1999              1998
                                                                    ------------      -----------       ---------
<S>                                                                 <C>               <C>                <C>

         Service cost of benefits earned during the period            $ 109,233        $ 126,801       $ 119,835
         Interest cost of projected benefit obligation                  278,941          256,447         261,975
         Amortization of net obligation at transition                   211,266          211,266         211,266
         Amortization of net gain                                      (207,412)        (190,437)       (213,412)
                                                                      ---------        ---------       ---------
                 Total net periodic postretirement
                      benefit cost                                    $ 392,028        $ 404,077       $ 379,664
                                                                      =========        =========       =========

</TABLE>

                                                                              29

<PAGE>   30



MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998



NOTE 4 - RETIREMENT BENEFITS (CONTINUED)


         The amounts reported on the consolidated balance sheet at October 31,
         2000, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>

                                                                      2000             1999              1998
                                                                 ------------      -----------       ---------
<S>                                                              <C>               <C>                <C>


         Change in benefit obligation:
            Benefit obligation at beginning
                of year                                          $ 3,725,302       $ 3,993,569        $ 4,716,386
            Service cost                                             109,233           126,801            119,835
            Interest cost                                            278,941           256,447            261,975
            Actuarial (gain) loss                                     17,894          (398,515)          (878,627)
            Benefits paid                                           (313,851)         (253,000)          (226,000)
                                                                 -----------       -----------        -----------

         Benefit obligation at end of year                         3,817,519         3,725,302          3,993,569

         Unrecognized net obligation
            at transition                                         (2,063,110)       (2,274,376)        (2,485,642)
         Unrecognized net gain                                     2,642,548         2,867,854          2,659,716
                                                                 -----------       -----------        -----------

                            Accrued postretirement
                                benefit cost                     $ 4,396,957       $ 4,318,780        $ 4,167,643
                                                                 ===========       ===========        ===========

</TABLE>


         The Company has not funded any portion of its accumulated
         postretirement benefit obligation except for benefits being paid as
         incurred by participants. The Company's estimate of the current portion
         of this accrued benefit is shown as a current liability.

         The significant actuarial assumptions used to determine the cost to the
         Company at October 31, 2000 are as follows:

<TABLE>
<S>                                                   <C>


         Discount rate                                 7.50%

         Health care trend rates - Medical             Approximately 8.2% per annum grading down to 5.5% in 2005 and
                                                       all years thereafter

         Health care trend rates - Prescription        Approximately 9.80% per annum grading down to 5.5% in 2005 and all
                                                       years thereafter

</TABLE>
                                                                              30

<PAGE>   31

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES
================================================================================
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                OCTOBER 31, 2000, 1999, AND 1998


NOTE 4 - RETIREMENT BENEFITS (CONTINUED)

         A 1.0 percent increase in the health care trend rate assumptions would
         increase the October 31, 2000 accumulated postretirement benefit
         obligation by 1.0 percent and would increase the aggregate of the 2000
         service and interest cost components of the net periodic postretirement
         benefit cost by 1.2 percent.

NOTE 5 - CONTINGENCIES

         The Company is self-insured for purposes of workers' compensation
         insurance. Under the plan, the Company has specific stop-loss insurance
         for occurrences exceeding $300,000 per individual claim. The Company's
         authority for self-insurance is renewed yearly by the State of Michigan
         on January 1. The Company currently has a standby letter of credit of
         $200,000 pledged for potential future claims. Workers' compensation
         claims totaled approximately $258,000, $292,000 and $351,000 for the
         years ended October 31, 2000, 1999 and 1998, respectively.

NOTE 6 - FAIR VALUES OF FINANCIAL INSTRUMENTS

         A summary of the fair values of financial instruments, as well as the
         methods and significant assumptions used to estimate fair values, is as
         follows:

         SHORT-TERM FINANCIAL INSTRUMENTS - The fair values of short-term
         financial instruments, including cash, accounts receivable, accounts
         payable and accrued liabilities, approximate the carrying amounts in
         the accompanying consolidated financial statements due to the short
         maturity of such instruments.

         LONG-TERM DEBT - The fair value of long-term debt approximates the
         carrying amount based on the current borrowing rates offered for such
         instruments since the current rates reflect market rates.


                                                                              31






<PAGE>   32




                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------

             COL. A                  COL. B                           COL. C                      COL. D              COL. E
------------------------------------------------------------------------------------------------------------------------------------
           DESCRIPTION             Balance at             (1) Charged       (2) Charged        Deductions-         Balance at
                                  Beginning of           to Costs and        to Other           Describe          End of Period
                                     Period                Expenses          Accounts-
                                                                             Describe
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                 <C>               <C>                <C>

Year Ended October 31, 2000:

     Valuation allowance for      $   50,000             $  17,598                            A $ 17,598          $    50,000
       accounts receivable
     Reserve for inventory         1,182,000               103,000                                                  1,285,000
       obsolescence               ----------             ---------                              --------          -----------

          TOTALS                  $1,232,000             $ 120,598                              $ 17,598          $ 1,335,000
                                  ==========             =========                              ========          ===========

Year Ended October 31, 1999:

     Valuation allowance for      $   50,000             $ (66,817)                           A $(66,817)         $    50,000
       accounts receivable
     Reserve for inventory           870,000               312,000                                                  1,182,000
       obsolescence               ----------             ---------                              --------          -----------

          TOTALS                  $  920,000             $ 245,183                              $(66,817)         $ 1,232,000
                                  ==========             =========                              ========          ===========

Year Ended October 31, 1998:

     Valuation allowance for      $   50,000             $ 189,592                           A  $189,592          $    50,000
       accounts receivable
     Reserve for inventory           790,000                80,000                                                    870,000
       obsolescence               ----------             ---------                              --------          -----------

          TOTALS                  $  840,000             $ 269,592                              $189,592           $  920,000
                                  ==========             =========                              ========          ===========


</TABLE>

A - Represents uncollectible accounts charged off, net of recoveries.

                                                                              32

<PAGE>   33

                                 Exhibit Index


Exhibit No.                             Description

   21                                   Subsidiaries of Registrant







<PAGE>   34


EXHIBIT 21--SUBSIDIARIES OF REGISTRANT

MICHIGAN RIVET CORPORATION AND SUBSIDIARIES



Information with respect to registrant's subsidiaries is set forth below:

Name:  The McLaughlin Company

State of incorporation:  Michigan

Percentage owned by registrant:  100%



Name:  Rivmac Distribution, Inc.

State of incorporation:  Michigan

Percentage owned by registrant:  100%



                                                                              33