Edgar Filing: CHICAGO RIVET & MACHINE CO

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

Chicago Rivet & Machine Co.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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SEC 1913 (02-02)

CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2006

To the Shareholders of
CHICAGO RIVET & MACHINE CO.

Notice is hereby given that the Annual Meeting of Shareholders of CHICAGO
RIVET & MACHINE CO., an Illinois corporation (the "Company"), will be held at
the Company's principal offices, 901 Frontenac Road, Naperville, Illinois, on
Tuesday, May 9, 2006 at 10:00 A.M., Chicago time, for the following purposes:

1. To elect a Board of nine directors, to serve until the next Annual
Meeting of Shareholders and until their successors are elected and shall
qualify; and

2. To consider and act upon such other matters as may properly come
before the meeting.

Shareholders of record at the close of business on March 20, 2006 will be
entitled to notice of and to vote at this Annual Meeting and at any adjournments
or postponements thereof.

A copy of the Annual Report of the Company for the year ended December 31,
2005, which contains financial statements, is enclosed.

You are requested to sign, date and return the accompanying proxy card in
the enclosed envelope, whether or not you expect to attend the meeting in
person.

Your cooperation is respectfully solicited and appreciated.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
March 30, 2006

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, WE REQUEST THAT YOU EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.

CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 9, 2006

This Proxy Statement is furnished to the holders of common stock, $1.00 par
value per share ("Common Stock"), of Chicago Rivet & Machine Co., an Illinois
corporation (the "Company"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Tuesday, May 9, 2006 at the Company's
principal offices, 901 Frontenac Road, Naperville, Illinois, at 10:00 A.M.,
Chicago time, and at any adjournments or postponements thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice"). The Company's Annual Report to Shareholders for the year ended
December 31, 2005, including financial statements, this Proxy Statement, the
Notice and the attached form of proxy are first being mailed to shareholders on
or about March 30, 2006.

Each shareholder of record at the close of business on March 20, 2006, the
record date stated in the Notice, is entitled to vote at the meeting and at any
adjournments or postponements thereof. On the record date, there were
outstanding 966,132 shares of Common Stock, each entitled to one vote. No other
shares of the Company of any other class were outstanding.

Any shareholder giving a proxy has the power to revoke it at any time prior
to the exercise thereof by executing and delivering to the Secretary of the
Company at the above address a subsequent proxy or a written notice of
revocation of the proxy, or by attending the Annual Meeting and voting in
person. In the absence of any contrary written direction in the proxy, each
proxy will be voted for the election of the nominees for director named in this
proxy statement and in the proxy, and, in the best judgment of the persons named
in the proxy as representatives, upon any other matters which may properly come
before the Annual Meeting.

Proxies will be solicited by mail and may also be solicited by personal
interview, telephone and facsimile. Solicitation will be made on a part-time
basis by directors and officers of the Company and by other managerial
employees, who will receive no compensation therefor other than their regular
salary. The Company will arrange for brokerage houses, nominees and other
custodians holding Common Stock of record to forward proxy soliciting material
to the beneficial owners of such shares, and will reimburse such record owners
for the reasonable out-of-pocket expenses incurred by them. The cost of the
solicitation of proxies will be borne by the Company.

The Board of Directors of the Company does not intend to bring any matters
before the Annual Meeting except those indicated in the Notice and does not know
of any matter which anyone else may properly present for action at the Annual
Meeting. If any other matters properly come before the Annual Meeting, however,
the persons named in the enclosed proxy, or their duly constituted substitutes
acting at the Annual Meeting, will be authorized to vote or otherwise act
thereon in accordance with their best judgment on such matters.

PRINCIPAL SHAREHOLDERS

The persons listed in the table below are known by the Company to be
beneficial owners of more than five percent of the Company's outstanding Common
Stock.

NUNBER OF SHARES PERCENT
BENEFICIALLY OWNED AS OF
NAME AND ADDRESS OF JANUARY 31, 2006 CLASS(1)
---------------- --------------------- --------

John A. Morrissey and Walter W. Morrissey
One Oakbrook Terrace, Suite 802
Oakbrook Terrace, Illinois 60181...................... 174,566(2) 18.1%
Poul Erik Madsen and
Carol Lee Madsen
16108 6th Street East
Redington Beach, FL 33708............................. 66,800(3) 6.9%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401........................ 55,400(4) 5.7%

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

(1) The percent of class figures in this table and throughout this proxy
statement are based upon the number of the outstanding shares of the Company
as of January 31, 2006 (966,132).

(2) John A. Morrissey and Walter W. Morrissey may be deemed to constitute a
group within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, and each may be deemed therefore to be the beneficial
owner of the shares beneficially owned by the other. As of January 31, 2006,
John A. Morrissey beneficially owned 90,446 shares (9.4%) with sole voting
and investment power. As of January 31, 2006, Walter W. Morrissey
beneficially owned 84,120 shares (8.7%) with sole voting and investment
power. The group consisting of John A. Morrissey and Walter W. Morrissey may
be deemed to be a beneficial owner of a total of 174,566 shares (18.1%).

(3) Based on the list of Non-Objecting Beneficial Owners as of the record date
obtained by the Company. In addition to the 50,800 shares (5.3%) reflected
as owned jointly by Poul Erik Madsen and Carol Lee Madsen on such list of
Non-Objecting Beneficial Owners, the list also

reflected 8,000 shares (0.8%) owned by Poul Erik Madsen and 8,000 shares
(0.8%) owned by Carol Lee Madsen.

(4) Dimensional Fund Advisors Inc. ("Dimensional"), filed a Schedule 13G with
the Securities and Exchange Commission on February 6, 2006 in which it
stated that it beneficially owned 55,400 shares of Common Stock as of
December 31, 2005, all of which shares are owned by four investment
companies registered under the Investment Company Act of 1940 for which
Dimensional serves as investment manager. In its Schedule 13G, Dimensional
disclaimed beneficial ownership of all such shares.

ELECTION OF DIRECTORS

A Board of nine directors is to be elected at the Annual Meeting, to serve
until the next Annual Meeting and until their successors shall have been elected
and shall qualify. The shares represented by proxies received by the Board of
Directors will be voted, in the absence of any contrary direction therein, for
the election of the nominees hereinafter listed and described. The Board of
Directors believes that the persons named will be available, but, if any nominee
is unable or unwilling to serve as director, the proxies will be voted for
another individual to be selected by the Board of Directors.

A majority of the outstanding Common Stock shares of the Company will
constitute a quorum at the Annual Meeting. Election as a director requires a
plurality of the votes cast at the Annual Meeting, so the nine nominees who
receive the largest number of votes cast will be elected as directors. An
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote at the Annual Meeting is required for approval of any proposal
submitted to shareholders (except for election of directors). Abstentions,
withheld votes and broker non-votes are counted for purposes of determining the
presence or absence of a quorum. Abstentions are counted as votes against a
proposal, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved. For any nominee, withheld votes will have
no effect on the election of that nominee.

In the election of directors, voting rights are cumulative, which means
that each shareholder is entitled to as many votes as are equal to the number of
his shares multiplied by the number of directors to be elected (nine). Each
shareholder may cast all of such votes for one nominee or may distribute them
among two or more nominees in his discretion. In the absence of any contrary
written direction in the proxy, the proxy will confer discretionary authority on
the persons named therein as representatives to cumulate votes selectively among
the nominees in the manner just described.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the Board of
Directors, the Board of Directors' nominees for director and each executive
officer of the Company named in the Summary Compensation Table, including their
ages, principal occupations and beneficial ownership of common shares of the
Company, and information regarding the beneficial ownership of such shares by
all directors and executive officers of the Company as a group:

NUMBER OF SHARES
SERVED AS BENEFICIALLY PERCENT
A DIRECTOR DIRECTOR OWNED AS OF OF
NAME AGE PRINCIPAL OCCUPATION SINCE NOMINEE JANUARY 31, 2006 CLASS
---- --- -------------------- ---------- -------- ---------------- -------

John A. Morrissey.... 70 Chairman of the Board and 1968 X 90,446 9.4%(1)
Chief Executive Officer of
the Company; President and
Director of Algonquin
State Bank
Walter W.
Morrissey.......... 63 Attorney at Law 1972 X 84,120 8.7%(2)
John C. Osterman..... 54 President, Chief Operating 1988 4,000 0.4%(3)
Officer and Treasurer of
the Company
William T. Divane,
Jr. ............... 63 Chairman of the Board 1999 X 4,000 0.4%(4)
and Chief Executive
Officer of Divane Bros.
Electric Co.
John R. Madden....... 68 Chairman of the Board of 1980 X 200 0.02%(5)
Directors of First
National Bank of LaGrange
Edward L. Chott...... 70 Chairman of the Board and 2000 X -- --(6)
Chief Executive Officer of
The Broaster Co.
Kent H. Cooney....... 55 Chief Financial Officer 2004 X -- --(7)
of Heldon Bay Limited
Partnership
Nirendu Dhar......... 64 General Manager of H & L 2001 X -- --(8)
Tool Company, Inc.
George P. Lynch...... 73 Attorney at Law 2004 X -- --(9)
Michael J. Bourg..... 43 Executive Vice President -- X 200 0.02%(10)
and Controller
All directors and
executive officers
as a group......... -- 182,966 18.9%

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

(1) Mr. John A. Morrissey has been Chairman of the Board of the Company since
1979 and Chief Executive Officer since 1981. He has been President and a
director of Algonquin State Bank for more than five years, and is also a
director of First National Bank of LaGrange and is President and a director
of The First Algonquin Company (a bank holding company). He

is a brother of Director Walter W. Morrissey. All of the shares listed
above as beneficially owned by Mr. John A. Morrissey are beneficially owned
by him with sole voting and investment power. The foregoing amount does not
include shares directly owned by Walter W. Morrissey in his individual
capacity. See "Principal Shareholders."

(2) Mr. Walter W. Morrissey has been a partner in the law firm of Morrissey &
Robinson for more than five years. Mr. Walter W. Morrissey is a director of
The First Algonquin Company and a director of Algonquin State Bank. He is a
brother of Director John A. Morrissey. All of the shares listed above as
beneficially owned by Mr. Walter W. Morrissey are beneficially owned by him
with sole voting and investment power. The foregoing amount does not
include shares directly owned by John A. Morrissey in his individual
capacity. See "Principal Shareholders." The law firm of Morrissey &
Robinson was retained by the Company to perform certain legal services in
2004 and 2005 and has been retained by the Company during the current year
to perform additional legal services.

(3) Mr. Osterman has been President, Chief Operating Officer and Treasurer of
the Company since September, 1987. Of the shares listed above as
beneficially owned by Mr. Osterman, 600 (0.06%) are beneficially owned by
him with sole voting and investment power, 2,800 (0.29%) are beneficially
owned by him in joint tenancy with his wife, with shared voting and
investment power, and 600 (0.06%) are beneficially owned by his wife. Mr.
Osterman expressly disclaims beneficial ownership with respect to the 600
shares owned by his wife. As previously announced, Mr. Osterman has
notified the Company of his intention to retire, such retirement to become
effective on December 31, 2006 or such earlier date as the Company
designates a replacement. In connection with his decision to retire, Mr.
Osterman's term as a director will end as of the 2006 Annual Meeting.

(4) Mr. Divane is Chairman of the Board of Directors and Chief Executive
Officer of Divane Bros. Electric Co. (an electrical contractor). Prior to
that he was President and Chairman of the Board of Directors of Divane
Bros. Electric Co. for more than five years. All of the shares listed as
beneficially owned by him are owned with sole voting and investment power.

(5) Mr. Madden has been Chairman of the Board of Directors of First National
Bank of LaGrange for more than five years. In addition, he is Chairman of
the Board of Directors of F.N.B.C. of LaGrange, Inc. (a bank holding
company), Chairman of the Board of Directors of The First Algonquin
Company, Chairman of the Board of Directors of State Bank of Illinois,
Chairman of the Board of Heritage Bank of Schaumburg and Chairman of the
Board of Schaumburg Bancshares, Inc. ( a bank holding company). All of the
shares listed as beneficially owned by him are owned with sole voting and
investment power.

(6) Mr. Chott has been Chairman of the Board and Chief Executive Officer of The
Broaster Co. (a restaurant equipment manufacturer and food distributor) for
more than five years.

(7) Mr. Cooney has been Chief Financial Officer of Heldon Bay Limited
Partnership ( a closely held private investment partnership) for more than
5 years. He is also Advisory Board Chairman of Harris Bank, Woodstock,
Woodstock, Illinois.

(8) Mr. Dhar has been employed as General Manager of the Company's subsidiary,
H & L Tool Company, Inc., since 1996. Mr. Dhar was employed as Plant
Manager and Chief Engineer of H & L Tool Company, Inc. prior to the
Company's acquisition of H & L Tool Company, Inc. for more than five years.

(9) Mr. Lynch has been an attorney in private practice for more than five
years. He is also a member of the Board of Directors of Algonquin State
Bank.

(10) Mr. Bourg has been Executive Vice President of the Company since February
2006. Prior to that he was Vice President, Finance of the Company since
2005. Prior to that he was Controller of the Company for more than five
years. All of the shares listed as held by Mr. Bourg are beneficially owned
by him in joint tenancy with his wife, with shared voting and investment
power.

ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES

The Board of Directors has determined that Edward L. Chott, Kent H. Cooney,
William T. Divane, Jr., George P. Lynch and John R. Madden are "independent
directors" under the rules of the American Stock Exchange.

The Board of Directors of the Company held a total of four meetings during
2005.

The Board of Directors has appointed an Audit Committee, which presently
consists of Directors Edward L. Chott, Kent H. Cooney, William T. Divane, Jr.,
and John R. Madden, each of whom is an "independent director" under the rules of
the American Stock Exchange applicable to audit committee members. The Audit
Committee is a separately designated committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The
Board of Directors has determined that each member of the Audit Committee is
able to read and understand fundamental financial statements and that Messrs.
Cooney and Madden are each qualified as an "audit committee financial expert,"
as defined by the Securities and Exchange Commission pursuant to the
Sarbanes-Oxley Act of 2002. Member Kent H. Cooney's background as described in
footnote 7 on page 7 of this proxy statement, along with his training and
experience as a CPA and former partner with the public accounting firm of
McGladrey & Pullen LLP, provide the basis for this determination. Member John R.
Madden's background as described in footnote 5 on page 6 of this proxy
statement, along with his training and previous experience as a bank examiner
for the Federal Deposit Insurance Corporation provide the basis for this
determination. The Audit Committee met six times during 2005. The duties of

the Audit Committee include selecting the Company's independent auditor,
reviewing the arrangements and scope of the independent auditor's examination,
reviewing internal accounting procedures and controls, and reviewing the
independence of the auditor in regard to the Company and its management. The
Board of Directors has adopted a written charter for the Audit Committee, a copy
of which was included in the Company's Proxy Statement dated March 29, 2004.

The Board of Directors has also appointed a Compensation Committee, which
presently consists of Directors Edward L. Chott, William T. Divane, Jr., George
P. Lynch and John R. Madden, each of whom is an "independent director" under the
rules of the American Stock Exchange. The duties of the Compensation Committee
include considering and recommending to the Board of Directors the compensation
and benefits of all officers of the Company and the development of general
policies relating to compensation and benefits of employees of the Company. The
Compensation Committee met three times during 2005.

The Board of Directors has also appointed an Executive Committee, which
presently consists of Directors John R. Madden, John A. Morrissey, Walter W.
Morrissey and John C. Osterman. Under the by-laws of the Company and the
resolution of the Board of Directors appointing the Executive Committee, the
Executive Committee has all of the authority of the Board of Directors in the
management of the Company, except as otherwise required by law. The Executive
Committee met eleven times during 2005.

The Board of Directors has also appointed a Nominating Committee, which
presently consists of Directors Edward L. Chott, William T. Divane, Jr., and
John R. Madden, each of whom is an "independent director" under the rules of the
American Stock Exchange. The duties of the Nominating Committee include
identifying individuals qualified to serve as directors of the Company and
recommending to the Board of Directors nominees for the board and members of
board committees. The Nominating Committee met two times in 2005. The Board of
Directors has adopted a written charter for the Nominating Committee, a copy of
which was included in the Company's Proxy Statement dated March 29, 2004.

The Nominating Committee will consider director candidates recommended by
shareholders. In considering candidates submitted by shareholders, the
Nominating Committee will take into consideration the needs of the Board and the
qualifications of the candidate. The Nominating Committee may also take into
consideration the number of shares held by the recommending shareholder and the
length of time that such shares have been held. To have a candidate considered
by the Nominating Committee, a shareholder must submit the recommendation in
writing and must include the following information:

- The name of the shareholder and evidence of the person's ownership of
Company stock, including the number of shares owned and the length of
time of ownership; and

- The name of the candidate, the candidate's resume or a listing of his or
her qualifications to be a director of the Company and the person's
consent to be named as a director if selected by the Nominating Committee
and nominated by the Board.

The shareholder recommendation and information described above must be sent
to the Corporate Secretary at 901 Frontenac Road, Naperville, IL 60563 and must
be received by the Corporate Secretary not less than 120 days prior to the
anniversary date of the mailing of the Company's proxy statement in connection
with the previous year's annual meeting of shareholders.

The Nominating Committee believes that the minimum qualifications for
serving as a director of the Company are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability to make a meaningful
contribution to the Board's oversight of the business and affairs of the Company
and have an impeccable record and reputation for honest and ethical conduct in
both his or her professional and personal activities. In addition, the
Nominating Committee examines a candidate's specific experiences and skills,
time availability in light of other commitments, potential conflicts of interest
and independence from management and the Company. The Nominating Committee also
seeks to have the Board represent a diversity of backgrounds and experience.

The Nominating Committee identifies potential nominees by asking current
directors and executive officers to notify the Committee if they become aware of
persons, meeting the criteria described above, who have had a change in
circumstances that might make them available to serve on the Board, including
business and civic leaders in the communities in which the Company's facilities
are located. The Nominating Committee also, from time to time, may engage firms
that specialize in identifying director candidates. As described above, the
Committee will also consider candidates recommended by shareholders.

Once a person has been identified by the Nominating Committee as a
potential candidate, the Committee may collect and review publicly available
information regarding the person to assess whether the person should be
considered further. If the Nominating Committee determines that the candidate
warrants further consideration, the Chairman or another member of the Committee
contacts the person. Generally, if the person expresses a willingness to be
considered and to serve on the Board, the Nominating Committee requests
information from the candidate, reviews the person's accomplishments and
qualifications and conducts one or more interviews with the candidate. In
certain instances, Committee members may contact one or more references provided
by the candidate or may contact other members of the business community or other
persons that may have greater first-hand knowledge of the candidate's
qualifications. The Committee's evaluation process does not vary based on
whether or not a candidate is recommended by a shareholder.

It is Company policy that each of our directors attend the Annual Meeting.
All of our directors were in attendance at the 2005 Annual Meeting.

Directors of the Company who are also officers receive no compensation for
their services as directors or as members of any committee of the Board of
Directors, apart from their regular compensation for services as such officers.
Each director who is not an officer of the Company receives a director's fee of
$9,000 per year and a $1,250 fee for attendance at each meeting of the Board of
Directors. Each member of the Audit Committee receives a $350 fee for attendance
at each meeting of the Audit Committee. Each member of the Executive Committee
who is not an officer of the Company receives an additional fee of $10,000 per
year and a $350 fee for attendance at each meeting of the Executive Committee.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

The Board has established a process to receive communications from
shareholders. Shareholders may contact any member (or all members) of the Board
or the non-management directors as a group, any Board committee or any chair of
any such committee by mail. To communicate with the Board of Directors, any
individual director or any group or committee of directors, correspondence
should be addressed to the Board of Directors or any such individual director or
group or committee of directors by either name or title. All such correspondence
should be sent "c/o Corporate Secretary" at 901 Frontenac Road, Naperville, IL
60563.

With the exception of material that is in the nature of advertising,
promotions of a product or service, or patently offensive material as determined
by the Corporate Secretary, all communications received as set forth in the
preceding paragraph will be forwarded promptly to the addressee. In the case of
communications to the Board or any group or committee of directors, the
Corporate Secretary will make sufficient copies of the contents to send to each
director who is a member of the group or committee to which the envelope is
addressed.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors, executive officers and persons who own more than 10% of the
Company's Common Stock file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of copies of such forms, the Company is not aware
that any of its directors, executive officers or 10% shareholders failed to
comply with the filing requirements of Section 16(a) during the period
commencing January 1, 2005 and ending December 31, 2005.

EXECUTIVE COMPENSATION

The Summary Compensation Table below includes individual compensation
information regarding compensation paid by the Company with respect to the
fiscal years ended December 31, 2005, 2004, and 2003 to all executive officers
of the Company whose salary and bonus exceed $100,000.

The Company does not provide stock options, stock appreciation rights or
other long-term incentive plan awards to its executive officers.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
------------------------- ---- ------ ----- ---------------

John A. Morrissey -- Chairman and........ 2005 $231,500 -- --
Chief Executive Officer 2004 $227,799 $ 45,000 --
2003 $220,500 $ -- --
John C. Osterman -- President, Chief..... 2005 $211,260 $ -- $3,915
Operating Officer and Treasurer 2004 $207,490 $ 30,000 $6,036
2003 $201,206 $ -- $3,918
Nirendu Dhar -- General Manager,......... 2005 $210,814 $ 80,000 $2,446
H & L Tool Company, Inc. 2004 $196,898 $125,000 $4,567
2003 $189,808 $120,000 $2,450
Michael J. Bourg -- Executive Vice
President and Controller............... 2005 $137,962 $ 6,000 $2,622
2004 $117,500 $ 7,000 $3,566
2003 $106,625 $ 4,000 $2,086

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

(1) Includes premiums on term life insurance and Company contributions to the
Employees' Trust. Premiums paid for Mr. Osterman's policy were $1,728,
$1,728, and $1,728 for 2005, 2004, and 2003, respectively. Premiums paid for
Mr. Dhar's policy were $259, $259, and $260 for 2005, 2004, and 2003,
respectively. Premiums paid for Mr. Bourg's policy were $1,123, $950, and
$873, for 2005, 2004, and 2003, respectively. The amounts allocated to Mr.
Osterman under the Employees' Trust for 2005, 2004, and 2003 were $2,187,
$4,308, and $2,190, respectively. The amounts allocated to Mr. Dhar under
the Employees' Trust for 2005, 2004, and 2003 were $2,187, $4,308, and
$2,190, respectively. The amounts allocated to Mr. Bourg under the
Employees' Trust for 2005, 2004, and 2003 were $1,499, $2,616, and $1,213,
respectively.

PROFIT SHARING PLAN

The Chicago Rivet & Machine Co. Profit Sharing Trust (the "Employees'
Trust") is a part of the Chicago Rivet & Machine Co. Profit Sharing Plan (the
"Plan") established by the Company for the benefit of its employees.
Participants eligible to share in Company contributions include all employees of
the Company who have completed one year of service with the Company, except that
all individuals employed on October 1, 2003 became participants on that date.

The Company makes contributions to the Employees' Trust pursuant to a
formula based on the Company's annual earnings. The Company may also contribute
such other amounts out of current or retained earnings as may be determined by
the Board of Directors. The Company's contributions are allocated among eligible
participants in proportion to their respective compensation, subject to
statutory limitations.

Each participant has a balance in the Employees' Trust consisting of his
share of Company contributions, amounts forfeited by other participants and
investment earnings. Each participant's balance vests over a five-year period,
beginning with the third year of employment. Full vesting also occurs,
regardless of length of employment, when a participating employee reaches normal
retirement age, dies or becomes permanently and totally disabled.

The Plan also contains a 401(k) feature pursuant to which participants may
elect to have a portion (up to 60%) of their compensation (but not to exceed the
maximum permitted by law) contributed to the Employees' Trust in lieu of
receiving it in cash. Each eligible employee, for this purpose, becomes a
participant following completion of two months of employment. These
contributions are always fully vested and nonforfeitable.

Contributions received by the Employees' Trust are held by the Trustee and
invested in accordance with participants' investment directions among certain
investment funds established by the administrative committee and sponsored by
the Trustee.

Distribution of a participant's vested balance is made on termination of
employment, or later, if the participant so requests, subject to certain
limitations. Distribution is made in a lump sum. Participants may request a loan
from the Plan of an amount that does not exceed the lesser of 50% of the
participant's 401(k) account balance or $50,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors presently consists of
Directors Edward L. Chott, William T. Divane, Jr., George P. Lynch and John R.
Madden. In the last completed fiscal year, Chief Executive Officer and Chairman
of the Board of Directors John A. Morrissey has served as an officer and a
director of The First Algonquin Company. Director John R. Madden is an executive
officer of The First Algonquin Company. Director Walter W. Morrissey is also a
director of The First Algonquin Company.
12

REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION OBJECTIVES

Chicago Rivet is a leader in the fastener industry manufacturing rivets,
standard and specialty cold-formed fasteners, screw machine products and
automated assembly equipment, primarily for the automotive industry. The
fastener industry is characterized by intense competition for customers, market
share and executive talent. The objective of the Executive Compensation Program
of the Company (the "Program") is to align compensation with business objectives
and performance to enable the Company to attract, retain, and reward key
executives whose contributions are critical to ensuring the long-term success of
the Company and increasing profitability, thereby enhancing shareholder value.

EXECUTIVE COMPENSATION PRINCIPLES

The elements of total compensation for Company executives are base salary
and cash bonuses. The following principles guided compensation decisions for key
executives of the Company: compensation opportunity is related to performance;
compensation decisions are designed to achieve financial objectives, build
shareholder value and reward individual and corporate performance; compensation
is competitive and equitable; and the proportion of total pay that is at risk
against individual and Company performance objectives increases with the more
senior positions. The Committee also considers the experience, length of service
and consistent performance of each individual executive when setting
compensation levels. The competitors of the Company for executive talent are not
necessarily the same companies that are selected to compare shareholder returns
(see Stock Performance Graph, page 15) because the Company requires executives
with skills from diverse backgrounds.

CEO COMPENSATION

John A. Morrissey has been Chairman of the Board of the Company since 1979
and Chief Executive Officer ("CEO") since 1981. The 2005 base salary and cash
bonus for the CEO were determined in accordance with the performance goals
referred to above. The Company's net income (loss) in 2005 was ($.4) million
compared to $1.5 million in 2004. The factors taken into consideration by the
Compensation Committee in setting the annual salary for performance year 2005 of
the CEO were: his leadership, his vision for the future of the Company, his
dedication and focus on the short-term and long-term interests of the Company
and its stockholders, his professionalism, integrity and competence, the
Company's financial results, and the achievement of internal and external goals
of the Company. In view of the Company's overall operating performance, and
consistent with the suggestion of the CEO, the Compensation Committee did not
authorize the payment of a cash bonus to the CEO for the year 2005.
13

COMPENSATION DEDUCTIBILITY

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally disallows a tax deduction to public companies for
compensation in excess of $1 million paid to the Company's CEO or any of the
four other most highly compensated executive officers. Certain performance-based
compensation, however, is exempt from the deduction limit. Given the amount of
compensation paid the CEO and the four other most highly compensated executive
officers, the limits on deductibility of Section 162(m) of the Code on the
Company's tax return are not applicable to the Company.

The Compensation Committee believes that the described executive
compensation policy serves the interests of the shareholders and the Company.

Committee Members:
Edward L. Chott
William T. Divane, Jr.
George P. Lynch
John R. Madden

STOCK PERFORMANCE GRAPH

The graph set forth below shows the cumulative total shareholder return(1)
(i.e., price change plus reinvestment of dividends) of the Company's Common
Stock during the five-year period ended December 31, 2005, as compared to the
Total Return Index for the American Stock Exchange (US) and the Dow Jones US
Auto Parts Index.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG CHICAGO RIVET & MACHINE CO., THE TOTAL RETURN INDEX FOR
THE AMERICAN STOCK EXCHANGE (US), AND THE DOW JONES US AUTO PARTS INDEX

[PERFORMANCE GRAPH]

Cumulative Total Return
--------------------------------------------------------------------------------------------------------------
12/00 12/01 12/02 12/03 12/04 12/05
--------------------------------------------------------------------------------------------------------------

Chicago Rivet & Machine Co. 100 140 145 180 186 141
--------------------------------------------------------------------------------------------------------------
Total Return Index for the American Stock Exchange (US) 100 93 76 103 119 129
--------------------------------------------------------------------------------------------------------------
Dow Jones US Auto Parts Index 100 131 118 168 177 149
--------------------------------------------------------------------------------------------------------------

---------------
(1) Cumulative total shareholder return assumes reinvestment of dividends. The
above graph assumes $100 was invested on December 31, 2000, in Chicago Rivet
& Machine Co., in the Total Return Index for the American Stock Exchange
(US), and the Dow Jones US Auto Parts Index (formerly titled "Dow Jones Auto
Parts Index). The values shown in the graph above are as of the end of each
period indicated.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is composed of Edward L.
Chott, Kent H. Cooney, William T. Divane, Jr., and John R. Madden, each of whom
are "independent directors" as defined by the rules of the American Stock
Exchange applicable to audit committee members. The Audit Committee operates
under a charter approved by the Board of Directors.

Management is responsible for the Company's financial statements and the
financial reporting process and has represented to the Audit Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America. The
independent accountants are responsible for performing an independent audit of
the Company's consolidated financial statements in accordance with the standards
of the Public Company Accounting Oversight Board (United States) and for issuing
a report thereon. The Audit Committee is responsible for oversight of these
processes. The Audit Committee has reviewed and discussed the financial
statements with members of management and with the independent accountants. The
Audit Committee, in addition to reviewing with the independent auditors their
opinion on the conformity of the audited financial statements with generally
accepted accounting principles, discussed their judgment as to the quality, not
just the acceptability, of the Company's accounting principles and such other
matters as the standards of the Public Company Accounting Oversight Board
required to be discussed with the Audit Committee.

Further, the Audit Committee has discussed with the independent accountants
the matters required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. The Audit Committee has
discussed the independent accountants' independence, including the matters in
the written disclosures provided to the Audit Committee as required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," with both management and with the independent accountants.

Based upon the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for 2005,
which will be filed with the Securities and Exchange Commission. The Audit
Committee has approved the engagement of Grant Thornton LLP as independent
accountants for 2006.

Edward L. Chott Kent H. Cooney William T. Divane, Jr. John R. Madden

March 23, 2006

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Grant Thornton LLP served as the Company's independent
registered public accounting firm for the year ended December 31, 2005. A
representative of that firm is expected to be present at the Company's 2006
Annual Meeting of Shareholders with the opportunity to make a statement, if so
desired, and to be available to respond to appropriate questions.

On February 28, 2005, the Company was notified by PricewaterhouseCoopers
LLP that they would not stand for re-election as the Company's independent
registered public accounting firm for the year ending December 31, 2005.
PricewaterhouseCoopers LLP agreed, however, to continue to serve as the
Company's independent registered public accounting firm until completion of its
procedures on the financial statements of the Company for the year ended
December 31, 2004. On March 21, 2005, PricewaterhouseCoopers LLP completed its
procedures on the financial statements of the Company for the year ended
December 31, 2004, and ceased serving as the Company's independent registered
public accounting firm.

On March 23, 2005, the Audit Committee engaged Grant Thornton LLP to serve
as the Company's independent registered public accounting firm for the year
ended December 31, 2005.

The reports of PricewaterhouseCoopers LLP on the Company's financial
statements for the years ended December 31, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle. During the years ended
December 31, 2004 and 2003 and through March 21, 2005, there were no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make
reference thereto in its report on the Company's financial statements for such
years. During the years ended December 31, 2004 and 2003 and through March 21,
2005, there were no "reportable events" (as defined in SEC Regulation S-K Item
304(a)(1)(v)).

Between January 1, 2003 and the engagement of Grant Thornton LLP on March
23, 2005, neither the Company nor anyone acting on behalf of the Company
consulted with Grant Thornton LLP regarding either (i) the application of
accounting principles to a specified completed or contemplated transaction or
the type of audit opinion that might be rendered on the Company's financial
statements; as such, no written or oral advice was provided or (ii) any matter
that was either the subject of a disagreement with PricewaterhouseCoopers LLP or
a "reportable event."

FEE TABLE

The following table shows the fees for professional audit services provided
by PricewaterhouseCoopers LLP and Grant Thornton LLP for the audit of the
Company's annual financial statements for fiscal years 2004 and 2005 and fees
billed for other services rendered during those periods.

2004 2005
-------- --------

Audit Fees(1)
PricewaterhouseCoopers LLP.......................... $189,420 $ 80,885
Grant Thornton LLP.................................. -- 58,300
Audit-Related Fees(2)................................. -- --
Tax Fees(3)........................................... 37,620 --
All Other Fees........................................ -- --
-------- --------
Total................................................. $227,040 $139,185

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

(1) Audit Fees: Fees for the professional services rendered for the audit of the
Company's annual financial statements, review of financial statements
included in the Company's 10-Q filings, and services normally provided in
connection with statutory and regulatory filings or engagements. All fees
listed above as PricewaterhouseCoopers LLP relate to the year 2004.

(2) Audit-Related Fees: Fees for assurance and related services that are
reasonably related to the performance of the audit or review of the
Company's financial statements.

(3) Tax Fees: Fees for professional services rendered related to the amendment
of state tax returns.

The engagements of Grant Thornton LLP and of PricewaterhouseCoopers LLP in
connection with the annual audit of the Company's financial statements and the
reviews of the financial statements included in the Company's quarterly reports
and also the fees related to the amendment of state tax returns were approved by
the Audit Committee before the service was provided. It is the policy of the
Audit Committee that all services to be performed by the Company's independent
registered public accounting firm be approved in advance of the commencement of
such services.

The Audit Committee has considered whether the provision of the non-audit
services described above was compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Shareholder proposals for inclusion in proxy materials for the Company's
2007 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be
received by the Company at the Company's principal executive offices by November
30, 2006. In order for shareholder proposals made outside of Rule 14a-8 under
the Exchange Act to be considered timely within the meaning of Rule 14a-4(c)
under the Exchange Act, such proposals must be received by the Company at the
Company's principal executive offices by December 30, 2006. The Company's
by-laws require that proposals of shareholders made outside of Rule 14a-8 under
the Exchange Act must be submitted in accordance with the requirements of the
by-laws, not later than December 30, 2006 and not earlier than November 30,
2006. However, if the annual meeting is called for a date not within 30 days
before or after such anniversary date, such proposals must be received by the
Company not later than the close of business on the 10th day following the date
notice of the annual meeting was mailed or a public announcement of the annual
meeting was made, whichever first occurs. To be in proper written form, a
shareholder nomination must set forth the information prescribed in the
Company's by-laws.

OTHER MATTERS

It is not presently expected that any matters other than the election of
directors will be brought before the meeting. If, however, other matters do come
before the meeting, it is the intention of the persons named as representatives
in the accompanying proxy to vote in accordance with their best judgment on such
matters.

ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2005, FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY
SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF COMMON SHARES OF THE COMPANY UPON
WRITTEN REQUEST TO THE SECRETARY, CHICAGO RIVET & MACHINE CO., P.O. BOX 3061,
901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
March 30, 2006

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
--------------------------------------------------------------------------------

P REMINDER
R CHICAGO RIVET & MACHINE CO.
O P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566
X --------------------------
Y PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John A. Morrissey, Walter
W. Morrissey, John R. Madden and John C. Osterman, and each of them, as the
proxies and representatives of the undersigned, with full power of substitution,
to vote all common shares of Chicago Rivet & Machine Co. which the undersigned
would be entitled to vote, with all powers which the undersigned would have if
personally present, at the Annual Meeting of Shareholders to be held on May 9,
2006, and at any adjournments or postponements thereof, as designated below.

1. Election of the following nine
directors: John A. Morrissey, Walter Change of Address:
W. Morrissey, William T. Divane, Jr.,
John R. Madden, Michael J. Bourg, -------------------------------------
Edward L. Chott, Kent H. Cooney,
Nirendu Dhar and George P. Lynch. -------------------------------------

Except with respect to any nominee -------------------------------------
for whom authority to vote is
withheld, a vote FOR ALL NOMINEES -------------------------------------
includes discretionary authority (i)
to cumulate votes selectively among (If you have written in the above
the nominees, and (ii) to vote for a space, please mark the corresponding
substituted nominee if any of the box on the reverse side of this
nominees listed becomes unable or card.)
unwilling to serve.

2. In their discretion, upon such
other matters as may properly come
before the meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE ------------
APPROPRIATE BOX ON THE REVERSE SIDE. IF NO DIRECTION IS SEE REVERSE
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES. SIDE
------------

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
--------------------------------------------------------------------------------

[X] PLEASE MARK YOUR | 6040
VOTES AS IN THIS |
EXAMPLE. |_ _ _ _

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

1. Election of Directors 2. In their discretion, the Proxies
(See Reverse) are authorized to vote upon such
FOR WITHHELD other business as may properly
FOR ALL [ ] [ ] WITHHOLD come before the meeting.
NOMINEES AS TO ALL
NOMINEES

---------------------------------------------------
To withhold authority to vote for any individual
nominee, write that nominee's name on the line
above.

Change of Address [ ]
on Reverse Side

The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or any adjournments or
postponements thereof.

NOTE: Please sign exactly as name appears
hereon and be sure to date the proxy. If
shares are held in the name of more than one
person, all holders must sign. Executors,
administrators, trustees, guardians and
corporate officers must give full title as
such.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE
ENCLOSED RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE.

Signature: Date: Signature: Date:
----------------------------- ------------ ----------------------------- ------------

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
--------------------------------------------------------------------------------

P
R CHICAGO RIVET & MACHINE CO.
O P.O. BOX 3061,901 FRONTENAC ROAD,NAPERVILLE,ILLINOIS 60566
X --------------------------
Y PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John A. Morrissey, Walter W.
Morrissey, John R. Madden and John C. Osterman, and each of them, as the proxies
and representatives of the undersigned, with full power of substitution, to vote
all common shares of Chicago Rivet & Machine Co. which the undersigned would be
entitled to vote, with all powers which the undersigned would have if personally
present, at the Annual Meeting of Shareholders to be held on May 9, 2006, and at
any adjournments or postponements thereof, as designated below.

2. In their discretion, upon such
other matters as may properly come
before the meeting.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE ------------
APPROPRIATE BOX ON THE REVERSE SIDE. IF NO DIRECTION IS SEE REVERSE
MADE,THIS PROXY WILL BE VOTED FOR ALL NOMINEES. SIDE
------------

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
--------------------------------------------------------------------------------

[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

---------------------------------------------------
To withhold authority to vote for any individual
nominee, write that nominee's name on the line
above.

Change of Address [ ]
on Reverse Side

The signer hereby revokes all proxies
heretofore given by the signer to vote at
said meeting or any adjournments or
postponements thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE
ENCLOSED RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE.

Signature: Date: Signature: Date:
----------------------------- ------------ ----------------------------- ------------