UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Lake Street, Wayzata, Minnesota 55391
(Address of principal executive offices) (Zip Code)
(952) 594-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock (par value $.10 per share) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No_____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the 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 Common Stock, par value $.10 per
share, held by non-affiliates of the registrant (see Item 12 hereof) as
of May 1, 2000 (based on the closing sale price of $13.4375 per share as
reported in the consolidated transaction reporting system on such date)
was $240,590,106.
The number of shares outstanding of the registrant's Common Stock,
par value $.10 per share, as of May 1, 2000 was 18,735,913.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders -
Financial Review for the fiscal year ended February 29, 2000 are
incorporated by reference into Parts I and II.
Portions of the registrant's Proxy Statement for the Annual Meeting
of Stockholders to be held June 16, 2000 are incorporated by reference
into Part III.
PART I
Item 1. Business.
General
International Multifoods Corporation, incorporated in Delaware in
1969 as the successor to a business founded in 1892, operates a
foodservice distribution business in the United States and food
manufacturing businesses in the United States and Canada. Unless
indicated otherwise or the context suggests otherwise, the term
"Company," as used in this Report, means International Multifoods
Corporation and its consolidated subsidiaries. In August 1999, the
Company completed the sale of its Venezuela Foods business. The Company
has classified the Venezuela Foods business as a discontinued operation.
The Company's business segments are Multifoods Distribution Group
and North America Foods. Financial information for the last three
fiscal years for each of the Company's business segments, which is
included in Note 16 to the Company's Consolidated Financial Statements
on pages 22 and 23 of the Company's Annual Report to Stockholders -
Financial Review for the fiscal year ended February 29, 2000 ("2000
Annual Report to Stockholders - Financial Review"), is incorporated
herein by reference.
Multifoods Distribution Group
The Multifoods Distribution Group segment is a distributor of food
and other products to the foodservice industry in the United States.
The Company leases or owns a fleet of approximately 425 tractors, 500
trailers and 50 straight trucks, most of which are equipped with an on
board computer system from which drivers obtain delivery performance and
route information. The Company operates 31 distribution centers located
nationwide. The Company also operates 19 cash and carry locations from
which customers can make purchases. No single customer accounts for a
significant portion of the segment's sales. Deliveries are made
directly to customers, generally once a week, from distribution centers
located nationwide.
The Company is a distributor of food and other products in the
United States to independent pizza restaurants and other casual-dining,
limited-menu operators, including sandwich shops, Mexican and Italian
restaurants, movie theaters, fund-raising groups, commissaries and
stadium and recreational concession stands. The Company distributes a
broad selection of cheeses, meats, snacks, paper goods, cleaning
supplies and other products, including pizza ingredients sold under the
Company's ULTIMO! brand as well as major national brands. The Company is
also the largest U.S. vending distributor, serving approximately 13,000
vending and office coffee service operators and other concessionaires.
The Company distributes and sells more than 5,000 food products
consisting primarily of candy, snacks, frozen and refrigerated products,
pastries, hot beverages and juices. Most of the products are nationally
advertised brand products. The Company also sells certain products,
such as premium ground and whole-bean coffee, hot cocoa, creamer and
sugar, under its own private labels, VENDOR'S SELECT and GRINDSTONE
CAFE. Through its Better Brands, Inc. subsidiary, the Company also
operates a broadline distribution business out of its Windsor,
Connecticut distribution center. The Company distributes a broad
selection of food and other products to restaurants and other
foodservice operators such as universities and schools, health care
institutions and casinos.
The distribution business is highly competitive. The Company
competes with several national and regional broadline distributors and
numerous regional specialty foodservice distributors and local
independent distributors. While the Company is the only nationwide
vending distributor, it encounters significant competition from regional
and local distributors as well as warehouse clubs. The Company competes
on the basis of product quality and consistency, customer service and
the availability of a wide variety of products, as well as price and
prompt and accurate delivery of orders. The Company believes that its
pizza expertise, which includes providing customers with ideas on
promotions, menu planning and baking, differentiates the Company in part
from its competitors.
North America Foods
The North America Foods segment consists of two units, U.S. Foods
and Robin Hood Multifoods. No single customer accounts for a significant
portion of the segment's sales.
U.S. Foods. The U.S. Foods unit produces approximately 1,400
products for retail, wholesale and in-store bakeries and foodservice
customers in the United States. The Company produces bakery mix
products, including mixes for breads, rolls, bagels, donuts, muffins,
danish, cakes, cookies, brownies, bars and pizza crusts, as well as
fillings and icings. Bakery mix products are marketed under its
MULTIFOODS and JAMCO brands. In addition, the Company manufactures and
markets frozen batters, doughs and desserts under its MULTIFOODS,
GOURMET BAKER and FANTASIA brands. Bakery products are marketed through
the Company's own sales organization and independent distributors and
brokers.
The Company encounters significant competition in the bakery
products market. The Company is a leading supplier of bakery mixes to
foodservice operators and retail and in-store bakeries in the United
States and it competes with several large corporations and regional
producers of bakery mixes. With respect to frozen bakery products, the
Company competes primarily in the foodservice and in-store bakery
markets with several large corporations and numerous regional suppliers
that have select product offerings. The Company competes on the basis
of product quality and uniqueness, product convenience, brand loyalty,
timely delivery and customer service as well as price.
Robin Hood Multifoods. The Robin Hood Multifoods unit consists of
the Company's Canada consumer and commercial foods businesses. The
consumer foods business is the leading marketer in Canada of flour and
specialty baking mixes sold to consumers. More than 40 consumer baking
mixes are sold under the Company's ROBIN HOOD brand, while consumer
flour is sold under the Company's ROBIN HOOD, GOLDEN TEMPLE, BRODIE,
CREAM OF THE WEST and MONARCH brands. The Company also sells hot
cereals under its ROBIN HOOD, OLD MILL, RED RIVER and PURITY brands. In
addition, the Company manufactures and markets pickles, relishes and
other condiments to consumers in Canada, where its BICK'S brand is the
leading brand. The Company also sells condiments under the HABITANT,
GATTUSO, WOODMAN'S, ROSE and MCLARENS labels. The commercial foods
business produces condiments, bakery mix products, wheat flour and oat
products for retail, in-store and wholesale bakeries and foodservice
customers in Canada and the United States. Such products are sold under
the Company's ROBIN HOOD and BICK'S brands. The Company also
manufactures and markets frozen batters, doughs and desserts in Canada
under its GOURMET BAKER brand.
The products of Robin Hood Multifoods are marketed primarily
through the Company's own sales organization, supported by advertising
and other promotional activities. The Company's competitors in Canada
include both large corporations and regional producers. The Company
competes on the basis of product quality, product convenience, the
ability to identify and satisfy emerging consumer preferences, brand
loyalty, timely delivery and customer service as well as price.
Discontinued Operations
The Company completed the sale of its Venezuela Foods business in
August 1999. The Company, however, retained certain Venezuelan
receivables and properties, which are expected to be collected or
liquidated over the next 12-18 months.
Other Information Relating to the Business of the Company
Sources of Supply and Raw Materials. The Company's distribution
business purchases products directly from numerous manufacturers,
processors and independent suppliers. Several of these sources are
large corporations from which the Company purchases significant
quantities of brand name candy and snacks. The Company's distribution
business is not dependent upon any single supplier and alternative
sources of supply are readily available.
With respect to the Company's North America Foods segment, raw
materials generally are available from numerous sources and the Company
believes that it will continue to be able to obtain adequate supplies.
In Canada, the Company minimizes risks associated with wheat market
price fluctuations by hedging its wheat and flour inventories, open
wheat purchase contracts and open flour sales contracts with wheat
futures contracts. In the United States, the Company also enters into
futures contracts to reduce the risk of price fluctuations on certain
anticipated raw material purchases. See Note 8 to the Company's
Consolidated Financial Statements which are incorporated by reference in
Part II, Item 8, hereof.
Trademarks and Other Intellectual Property. The Company owns
numerous trademarks, service marks and product formulae which are
important to the Company's business. The most significant trademarks
and service marks are identified above. Most of the Company's
trademarks and service marks are registered.
Seasonality. The Company does not experience material seasonal
variations in its sales volumes.
Environmental Regulation. The Company's facilities in the United
States are subject to federal, state and local environmental laws and
regulations. Compliance with these provisions has not had, and the
Company does not expect such compliance to have, any material adverse
effect upon the Company's capital expenditures, net earnings or
competitive position.
On January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a
third-party complaint against the Company in the Circuit Court of Linn
County, Oregon. The third-party complaint alleges that the Company,
through its former subsidiary Crown Industries, Inc. ("Crown"), caused
the environmental contamination of certain real property, and the
groundwater beneath the real property, located in Albany, Oregon. At
the time of the Company's acquisition of Crown in 1976, Crown owned the
subject real property and leased it to an operator of a retail gasoline
service station. The Company sold the subject real property in 1981.
VIP's has alleged that the Company is strictly liable under Oregon law
for costs of removal of contamination and remediation of the subject
real property. VIP's is seeking damages in excess of $210,000, the cost
of all past, present and future remedial action related to the
contamination of the real property and the groundwater beneath the real
property. The parties to the lawsuit are in the discovery stage and the
Company intends to vigorously defend itself in the lawsuit. The Company
has also tendered defense of the lawsuit to the Company's primary
general liability insurance carrier during the period of time at issue
in the lawsuit.
Employees. As of February 29, 2000, the Company and its
subsidiaries had 4,362 employees.
Cautionary Statement Relevant to Forward-Looking Information
This Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. In addition,
the Company and its representatives may from time to time make written
and oral forward-looking statements. These forward-looking statements
are based on current expectations or beliefs, including, but not limited
to, statements concerning the Company's operations and financial
performance and condition. For this purpose, statements that are not
statements of historical fact may be deemed to be forward-looking
statements. The Company cautions that these statements by their nature
involve risks and uncertainties, and actual results may differ
materially depending on a variety of important factors, including, among
others, the impact of competitive products and pricing; market or
weather conditions that may affect the costs of grain, cheese, other raw
materials and fuel; changes in laws and regulations; fluctuations in
interest rates; the Company's ability to realize the book value of its
remaining Venezuelan assets; the Company's ability to reduce delivery
and distribution costs and realize the earnings benefits related to the
distribution group's consolidation and expansion plans; the inability of
the Company to collect on a $6 million insurance claim related to the
theft of product in St. Petersburg, Russia; fluctuations in foreign
exchange rates; risks commonly encountered in international trade; and
other factors as may be discussed in the Company's reports filed with
the Securities and Exchange Commission.
Item 2. Properties.
The Company's principal executive offices are located in Wayzata,
Minnesota in owned office space. Several of the Company's subsidiaries
also own or lease office space. The Company operates numerous
processing and distribution facilities throughout the United States and
Canada. The Company believes that its facilities are suitable and
adequate for current production or distribution volumes. The following
is a description of the Company's properties as of February 29, 2000.
Multifoods Distribution Group
The Company owns 12 and leases 19 distribution centers aggregating
approximately 2.8 million square feet for its Multifoods Distribution
Group segment. These distribution centers are located in Tempe,
Arizona; Anaheim, Fremont, Livermore, Modesto and Ontario, California;
Denver, Colorado; East Windsor and Windsor, Connecticut; Kissimmee,
Florida; Austell, Georgia; Boise, Idaho; Woodridge, Illinois;
Indianapolis, Indiana; Shawnee, Kansas; Louisville, Kentucky;
Belleville, Michigan; Maple Grove and Rice, Minnesota; Springfield,
Missouri; Paulsboro and Parsippany, New Jersey; Greensboro, North
Carolina; Twinsburg, Ohio; Portland, Oregon; Middletown, Pennsylvania;
Memphis, Tennessee; Dallas(2) and Houston, Texas; and Kent, Washington.
The Company's distribution business also operates 19 cash-and-carry
distribution locations, 10 of which are separate from the Company's
other distribution centers.
North America Foods
The Company owns 14 and leases four processing facilities. These
processing facilities are located in La Mirada, California; Bonner
Springs, Kansas; Malden, Massachusetts; Sedalia, Missouri; Lockport, New
York; Elyria, Ohio; Burnaby, British Columbia (2); Winnipeg, Manitoba;
Burlington, Dunnville, Delhi Township, Port Colborne, Scarborough and
Simcoe, Ontario; Montreal, Quebec (2); and Saskatoon, Saskatchewan.
The Company also operates two research and development
laboratories.
Item 3. Legal Proceedings.
Neither the Company nor any of its subsidiaries is a party to any
legal proceeding that is material to the business or financial condition
of the Company. See the information under the heading "Other
Information Relating to the Business of the Company - Environmental
Regulation" in Item 1 above for a description of environmental matters
in which the Company is involved.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the
Company during the fourth quarter of the fiscal year ended February 29,
2000.
EXECUTIVE OFFICERS OF THE COMPANY.
The information contained in Item 10 in Part III hereof under the
heading "Executive Officers of the Company" is incorporated by reference
in Part I of this Report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Company's Common Stock is listed on the New York Stock
Exchange. The high and low sales prices for the Company's Common Stock
as reported in the consolidated transaction reporting system and the
amount of the cash dividends paid on the Company's Common Stock for each
quarterly period within the two most recent fiscal years, shown in Note
17 to the Company's Consolidated Financial Statements on pages 24 and 25
of the 2000 Annual Report to Stockholders - Financial Review, are
incorporated herein by reference.
As of May 1, 2000, there were 4,403 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1996 through 2000 in the "Five-
Year Comparative Summary" on page 3 of the 2000 Annual Report to
Stockholders - Financial Review under the headings "Consolidated Summary
of Operations," "Year-End Financial Position" and "Dividends Paid" is
incorporated herein by reference. The information contained in Note 2
("Business Acquired"), Note 3 ("Discontinued Operations") and Note 5
("Unusual Items") to the Company's Consolidated Financial Statements on
pages 14 through 16 of the 2000 Annual Report to Stockholders -
Financial Review is also incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information under the heading "Management's Discussion and
Analysis" on pages 4 through 7 of the 2000 Annual Report to Stockholders
- - Financial Review is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The section under the heading "Management's Discussion and
Analysis" entitled "Market Risk Management" on page 7 of the 2000 Annual
Report to Stockholders - Financial Review is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data.
The Independent Auditors' Report, the Company's Consolidated
Financial Statements as of February 29, 2000 and February 28, 1999, and
for each of the fiscal years in the three-year period ended February 29,
2000, and the Notes to the Company's Consolidated Financial Statements
on pages 8 through 25 of the 2000 Annual Report to Stockholders -
Financial Review are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The section under the heading "Election of Directors" on pages 5
through 10 and the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 23 of the Company's Proxy Statement dated
May 10, 2000 ("2000 Proxy Statement") are incorporated herein by
reference.
Executive Officers of the Company
The following sets forth the name, age and business experience for
at least the past five years of each of the executive officers of the
Company as of May 1, 2000. Unless otherwise noted, the positions
described are positions with the Company or its subsidiaries.
Name Age Positions Held Period
Gary E. Costley 56 Chairman of the Board, President January 1997
and Chief Executive Officer to present
Dean of the Babcock Graduate 1995 to 1996
School of Management at
Wake Forest University
Executive Vice President of 1992 to 1994
Kellogg Company and
President, Kellogg North America
Jeffrey E. Boies 55 Vice President and President, April 1998
Multifoods Distribution to present
Group, Inc.
President, Multifoods 1997 to 1998
Distribution Group, Inc.
President, VSA, Inc. 1996 to 1997
President and Chief Executive 1995 to 1996
Officer of Sysco Food
Services/Cincinnati
President and Chief Executive 1993 to 1995
Officer of Sysco Food
Services/Albany
Frank W. Bonvino 58 Vice President, General Counsel 1992 to
and Secretary present
John E. Byom 46 Vice President - Finance and March 2000
Chief Financial Officer to present
President, U.S. Foods 1999 to 2000
Vice President - Finance, 1995 to 1999
North America Foods
Ralph P. Hargrow 48 Vice President, Human May 1999
Resources to present
Senior Vice President - 1994 to 1998
Human Resources &
Administration of
Rollerblade, Inc.
Dennis R. Johnson 48 Vice President and Controller December 1995
to present
Assistant Controller - 1993 to 1995
Operations and Tax
Gregory J. Keup 41 Vice President and Treasurer March 2000
to present
Assistant Treasurer 1996 to 2000
Director - Treasury Operations 1991 to 1996
Jill W. Schmidt 41 Vice President, Communications March 2000
and Investor Relations to present
Vice President, Communications 1997 to 2000
Vice President of 1995 to 1997
Tunheim Santrizos Co.
Account Supervisor of 1992 to 1995
Tunheim Santrizos Co.
Donald H. Twiner 59 Vice President and President, June 1999
Robin Hood Multifoods Inc. to present
President, 1997 to 1999
Robin Hood Multifoods Inc.
President - Consumer Foods 1989 to 1997
Division of
Robin Hood Multifoods Inc.
Robert S. Wright 53 Senior Vice President August 1999
and President, to present
U.S. Foodservice Operations
Vice President and President, 1995 to 1999
North America Foods
President, Specialty Brands 1994 to 1995
Division of Foodbrands
America, Inc.
The executive officers of the Company are elected annually by the
Board of Directors with the exception of the Presidents of the Company's
business units, who hold appointed offices.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on pages 9 and 10 and the section entitled
"Executive Compensation" on pages 14 through 21 of the 2000 Proxy
Statement are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The section entitled "Security Ownership of Certain Beneficial
Owners and Management" on pages 3 through 5 of the 2000 Proxy Statement
is incorporated herein by reference.
For purposes of computing the market value of the Company's Common
Stock held by non-affiliates of the Company on the cover page of this
Report, all executive officers and directors of the Company are
considered to be affiliates of the Company. This does not represent an
admission by the Company or any such person as to the affiliate status
of such person.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
(a) Documents Filed as a Part of this Report
1. Financial Statements
The following consolidated financial statements of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon, included in the 2000 Annual Report to Stockholders -
Financial Review, are incorporated by reference in Part II, Item 8,
hereof:
Independent Auditors' Report
Consolidated Statements of Operations - Years ended
February 29, 2000, February 28, 1999 and
February 28, 1998
Consolidated Balance Sheets - February 29, 2000 and
February 28, 1999
Consolidated Statements of Cash Flows - Years ended
February 29, 2000, February 28, 1999 and
February 28, 1998
Consolidated Statements of Shareholders' Equity - Years ended
February 29, 2000, February 28, 1999 and
February 28, 1998
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The consolidated financial statement schedule of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon required to be filed as part of this Report are listed
below and are included at the end of this Report.
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and,
therefore, have been omitted.
3. Exhibits
2.1 Stock Purchase Agreement, dated as of August 6, 1999, by
and between International Multifoods Corporation and Gruma S.A. de C.V.,
including Note Purchase Agreement attached as Exhibit A thereto
(incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated August 18, 1999).
3.1 Restated Certificate of Incorporation of International
Multifoods Corporation, as amended to date (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
3.2 Bylaws of International Multifoods Corporation, as amended
to date.
4.1 Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and First Trust of New York,
National Association, successor to Morgan Guaranty Trust Company of New
York (incorporated herein by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.2 First Supplemental Indenture, dated as of May 29, 1992,
supplementing the Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and First Trust of New York,
National Association, successor to Morgan Guaranty Trust Company of New
York (incorporated herein by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.3 Officers' Certificate, with exhibits thereto, relating to
the Company's Medium-Term Notes, Series A, issued under the Indenture,
dated as of January 1, 1990, as supplemented by the First Supplemental
Indenture, dated as of May 29, 1992, between International Multifoods
Corporation and First Trust of New York, National Association, successor
to Morgan Guaranty Trust Company of New York (incorporated herein by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
4.4 Officers' Certificate and Authentication Order dated
February 1, 1996, relating to the Company's Medium-Term Notes, Series B,
including the forms of Notes, issuable under the Indenture, dated as of
January 1, 1990, as supplemented by the First Supplemental Indenture,
dated as of May 29, 1992, between International Multifoods Corporation
and First Trust of New York, National Association, successor to Morgan
Guaranty Trust Company of New York (incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated February
1, 1996).
4.5 Credit Agreement dated as of March 22, 1996 among
International Multifoods Corporation, various financial institutions,
Bankers Trust Company, as Syndication Agent, The First National Bank of
Chicago, as Documentation Agent, and Bank of America National Trust and
Savings Association, as Administrative Agent (incorporated herein by
reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 29, 1996).
4.6 Credit Agreement dated as of May 30, 1996 among Robin Hood
Multifoods Inc., various financial institutions and Canadian Imperial
Bank of Commerce, as Agent (incorporated herein by reference to Exhibit
4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996).
4.7 Amending Agreement dated as of November 1, 1999 among Robin
Hood Multifoods Inc., Multifoods Inc., various financial institutions
and Canadian Imperial Bank of Commerce, as Agent, amending the Credit
Agreement dated as of May 30, 1996.
The Company hereby agrees to furnish to the Securities and Exchange
Commission upon request copies of all other instruments defining the
rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended
as of March 1, 1993, between International Multifoods Corporation and
Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form
8 dated March 1, 1993 to the Company's Registration Statement on Form
8-A dated October 11, 1990).
10.2 1997 Stock-Based Incentive Plan of International Multifoods
Corporation, as amended (incorporated by reference to Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998).*
10.3 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.4 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.5 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998 (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report on
From 10-K for the fiscal year ended February 28, 1998).*
10.6 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997, as further amended
(incorporated herein by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1997
and Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.7 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Norwest Bank Minnesota, National Association,
as successor trustee to Bank of America NT and SA, relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*
10.8 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.9 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.10 Deferred Income Capital Accumulation Plan for Executives of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.11 Employment Agreement, dated as of November 1 1996, between
International Multifoods Corporation and Gary E. Costley, as amended
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.12 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Gary E. Costley (incorporated herein by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.13 Letter Agreement, dated July 10, 1995, between International
Multifoods Corporation and Robert S. Wright regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit
10.19 to the Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996).*
10.14 Memorandum of understanding, dated March 29, 1996, between
International Multifoods Corporation and Robert S. Wright regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 29, 1996).*
10.15 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.16 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.17 Agreement, dated October 20, 1999, between Jeffrey E. Boies
and International Multifoods Corporation regarding retirement and
severance arrangements (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999).*
10.18 Amendment to Agreement, dated March 23, 2000, between Jeffrey
E. Boies and International Multifoods Corporation.*
10.19 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.20 Memorandum of understanding, dated May 7, 1997, between
William L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.21 Memorandum of understanding, dated September 20, 1996, between
Frank W. Bonvino and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1999).*
10.22 Amendment to Supplemental Retirement Agreement, dated March
23, 2000, between Frank W. Bonvino and International Multifoods
Corporation.*
10.23 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated
herein by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.24 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.25 Deferred Income Capital Accumulation Plan for Directors of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.26 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 2000 Annual Report to Stockholders - Financial Review (only those
portions expressly incorporated by reference herein shall be deemed
filed with the Securities and Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG LLP.
27 Financial Data Schedule.
- -------------------------------
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
February 29, 2000.
(c) See Exhibit Index and Exhibits attached to this Report.
(d) See Financial Statement Schedules included at the end of
this Report.
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.
INTERNATIONAL MULTIFOODS CORPORATION
Dated: May 16, 2000 By /s/ Gary E. Costley
Gary E. Costley, Ph.D.
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
/s/ Gary E. Costley Chairman of the Board, President May 16, 2000
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ John E. Byom Vice President - Finance, and May 16, 2000
John E. Byom Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and May 16, 2000
Dennis R. Johnson Controller
(Principal Accounting Officer)
/s/ Claire L. Arnold Director May 16, 2000
Claire L. Arnold
/s/ Robert M. Price Director May 16, 2000
Robert M. Price
/s/ Nicholas L. Reding Director May 16, 2000
Nicholas L. Reding
/s/ Jack D. Rehm Director May 16, 2000
Jack D. Rehm
/s/ Lois D. Rice Director May 16, 2000
Lois D. Rice
/s/ Richard K. Smucker Director May 16, 2000
Richard K. Smucker
/s/ Dolph W. von Arx Director May 16, 2000
Dolph W. von Arx
Independent Auditors' Report
----------------------------
The Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of March 27, 2000, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 29, 2000 and February 28, 1999, and the related consolidated
statements of operations, cash flows and shareholders' equity for each
of the years in the three-year period ended February 29, 2000, as
contained in the 2000 Annual Report to Stockholders. These consolidated
financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the fiscal year ended
February 29, 2000. In connection with our audits of the aforementioned
consolidated financial statements, we also have audited the related
consolidated financial statement schedule listed in Item 14. The
consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on
the consolidated financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ KPMG LLP
KPMG LLP
Minneapolis, Minnesota
March 27, 2000
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 29, 2000
(in thousands)
Additions
--------------------
Balance at Net charges/(credits) Balance
beginning to costs and (Additions)/ at end
Description of year expenses Deductions of year
- ------------ --------- -------------------- ---------- -------
Allowance deducted from assets
for doubtful receivables:
Year ended February 29, 2000 $ 3,034 $1,847 $ (57) (a) $4,938
======= ====== ====== ======
Year ended February 28, 1999 $ 4,317 $ 713 $1,996 (a) $3,034
======= ====== ====== ======
Year ended February 28, 1998 $ 9,029 $ (430) $4,282 (a) $4,317
======= ====== ====== ======
Note: (a) (Additions)/Deductions include accounts charged off, net of
recoveries, and foreign currency translation adjustments
which arise from changes in current rates of exchange.
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000
2.1 Stock Purchase Agreement, dated as of August 6, 1999, by
and between International Multifoods Corporation and Gruma S.A. de C.V.,
including Note Purchase Agreement attached as Exhibit A thereto
(incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated August 18, 1999).
3.1 Restated Certificate of Incorporation of International
Multifoods Corporation, as amended to date (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
3.2 Bylaws of International Multifoods Corporation, as amended
to date.
4.1 Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and First Trust of New York,
National Association, successor to Morgan Guaranty Trust Company of New
York (incorporated herein by reference to Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.2 First Supplemental Indenture, dated as of May 29, 1992,
supplementing the Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and First Trust of New York,
National Association, successor to Morgan Guaranty Trust Company of New
York (incorporated herein by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.3 Officers' Certificate, with exhibits thereto, relating to
the Company's Medium-Term Notes, Series A, issued under the Indenture,
dated as of January 1, 1990, as supplemented by the First Supplemental
Indenture, dated as of May 29, 1992, between International Multifoods
Corporation and First Trust of New York, National Association, successor
to Morgan Guaranty Trust Company of New York (incorporated herein by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
4.4 Officers' Certificate and Authentication Order dated
February 1, 1996, relating to the Company's Medium-Term Notes, Series B,
including the forms of Notes, issuable under the Indenture, dated as of
January 1, 1990, as supplemented by the First Supplemental Indenture,
dated as of May 29, 1992, between International Multifoods Corporation
and First Trust of New York, National Association, successor to Morgan
Guaranty Trust Company of New York (incorporated herein by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K dated February
1, 1996).
4.5 Credit Agreement dated as of March 22, 1996 among
International Multifoods Corporation, various financial institutions,
Bankers Trust Company, as Syndication Agent, The First National Bank of
Chicago, as Documentation Agent, and Bank of America National Trust and
Savings Association, as Administrative Agent (incorporated herein by
reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 29, 1996).
4.6 Credit Agreement dated as of May 30, 1996 among Robin Hood
Multifoods Inc., various financial institutions and Canadian Imperial
Bank of Commerce, as Agent (incorporated herein by reference to Exhibit
4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1996).
4.7 Amending Agreement dated as of November 1, 1999 among Robin
Hood Multifoods Inc., Multifoods Inc., various financial institutions
and Canadian Imperial Bank of Commerce, as Agent, amending the Credit
Agreement dated as of May 30, 1996.
The Company hereby agrees to furnish to the Securities and Exchange
Commission upon request copies of all other instruments defining the
rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended
as of March 1, 1993, between International Multifoods Corporation and
Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form
8 dated March 1, 1993 to the Company's Registration Statement on Form
8-A dated October 11, 1990).
10.2 1997 Stock-Based Incentive Plan of International Multifoods
Corporation, as amended (incorporated by reference to Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998).*
10.3 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.4 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.5 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998 (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report on
From 10-K for the fiscal year ended February 28, 1998).*
10.6 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997, as further amended
(incorporated herein by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1997
and Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.7 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Norwest Bank Minnesota, National Association,
as successor trustee to Bank of America NT and SA, relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*
10.8 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.9 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.10 Deferred Income Capital Accumulation Plan for Executives of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.11 Employment Agreement, dated as of November 1 1996, between
International Multifoods Corporation and Gary E. Costley, as amended
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.12 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Gary E. Costley (incorporated herein by reference
to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.13 Letter Agreement, dated July 10, 1995, between International
Multifoods Corporation and Robert S. Wright regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit
10.19 to the Company's Annual Report on Form 10-K for the fiscal year
ended February 29, 1996).*
10.14 Memorandum of understanding, dated March 29, 1996, between
International Multifoods Corporation and Robert S. Wright regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 29, 1996).*
10.15 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.16 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.17 Agreement, dated October 20, 1999, between Jeffrey E. Boies
and International Multifoods Corporation regarding retirement and
severance arrangements (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999).*
10.18 Amendment to Agreement, dated March 23, 2000, between Jeffrey
E. Boies and International Multifoods Corporation.*
10.19 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.20 Memorandum of understanding, dated May 7, 1997, between
William L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.21 Memorandum of understanding, dated September 20, 1996, between
Frank W. Bonvino and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1999).*
10.22 Amendment to Supplemental Retirement Agreement, dated March
23, 2000, between Frank W. Bonvino and International Multifoods
Corporation.*
10.23 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated
herein by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.24 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.25 Deferred Income Capital Accumulation Plan for Directors of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.26 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 2000 Annual Report to Stockholders - Financial Review (only those
portions expressly incorporated by reference herein shall be deemed
filed with the Securities and Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG LLP.
27 Financial Data Schedule.
- -------------------------------
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.