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 [FEE REQUIRED]
For the fiscal year ended February 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 Identification No.)
incorporation or organization)
33 South Sixth Street,
Minneapolis, Minnesota 55402
(Address of principal (Zip Code)
executive offices)
(612) 340-3300
(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 nonaffiliates of the registrant (see Item 12 hereof) as of May 1,
1995 (based on the closing sale price of $20.25 per share as reported in
the consolidated transaction reporting system on such date) was
$359,747,123.
The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of May 1, 1995 was 17,995,362.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1995 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, 1995 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 in three
businesses: foodservice distribution in the United States, bakery products
in the United States and Canada, and bakery and agricultural products in
Venezuela. 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 fiscal 1995, the Company acquired the limited-menu distribution
business of Leprino Foods Company, with annualized sales of approximately
$400 million, and combined that business with the Company's Pueringer
limited-menu foodservice distribution business. In fiscal 1995, the
Company divested its Frozen Specialty Foods and Meats businesses. In
addition, in fiscal 1995, the Company announced that it is exploring the
divestiture of its surimi seafood business, which the Company anticipates
divesting in fiscal 1996.
In the fourth quarter of fiscal 1995, the Company changed its segment
reporting to the following business segments: Foodservice Distribution,
Bakery, Venezuela Foods, and Divested Businesses. Financial information
for the last three fiscal years for each of the Company's business
segments, which is included in Note 19 to the Company's Consolidated
Financial Statements on page 31 of the Company's Annual Report to
Stockholders for the fiscal year ended February 28, 1995 ("1995 Annual
Report to Stockholders"), is incorporated herein by reference.
Foodservice Distribution
The Company's Foodservice Distribution segment includes the Company's
vending distribution business; the limited-menu distribution business,
which comprises the newly acquired limited-menu distribution business of
Leprino Foods Company and the Company's former Pueringer limited-menu
foodservice distribution business; and the food exporting business. No
single customer accounts for a significant portion of the segment's sales.
Vending Distribution. The Company is the largest U.S. vending
distributor, serving approximately 14,000 vending and office coffee service
operators and other concessionaires. The Company distributes and sells
more than 8,000 food products consisting primarily of candy, snacks, 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. Deliveries are made directly
to vending and office coffee service operators from 20 distribution centers
located nationwide. The frequency of deliveries varies, depending upon
customer needs, but generally deliveries are made once a week. The Company
leases a fleet of approximately 200 tractor-trailers, most of which are
equipped with an on-board computer system from which drivers obtain
delivery performance and route information. The Company also operates 18
cash-and-carry locations from which customers can make purchases.
The vending distribution business is highly competitive. While the
Company is the only nationwide vending distributor, it encounters
significant competition from regional and local distributors. Price is a
significant competitive element in the vending distribution business,
however other important competitive factors are prompt and accurate
delivery of orders, availability of a wide variety of products and customer
service.
Limited-Menu Distribution. The Company is a leading distributor in
the United States to independent pizza restaurants and other select
limited-menu operators, including sandwich shops, Mexican restaurants,
bakery shops and movie theaters. The Company distributes a broad selection
of cheeses, meats, snacks, paper goods and other products, including pizza
ingredients sold under the Company's Ultimo brand as well as major national
brands. Deliveries are made directly to customers, generally once a week,
from 12 distribution centers located strategically around the country to
provide efficient and timely delivery to customers. The distribution
centers are linked by computer network to the distribution business'
headquarters. The Company maintains a fleet of more than 200 tractor-
trailers, approximately half of which are owned and half of which are
leased by the Company.
The limited-menu 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. 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. In addition, the
Company believes that it further distinguishes itself from broadline
distributors by providing more personalized customer service.
Food Exporting. The Company markets and exports a variety of
products, including the Company's bakery products sold under the Company's
Multifoods and ROBIN HOOD brand names. Export products account for less
than 2% of the Foodservice Distribution segment's net sales.
Bakery
The Company's Bakery segment comprises bakery products for
foodservice, retail bakery, in-store bakery and wholesale bakery customers
in North America and consumer products in Canada, which include primarily
home baking products and condiments. No single customer accounts for a
significant portion of the segment's sales.
North America Bakery. The Company's North America Bakery division
produces approximately 3,000 products for foodservice, retail bakery, in-
store bakery and wholesale bakery customers in the United States and
Canada. 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 the Multifoods and JAMCO brands in the United States and
under the Robin Hood brand in Canada. In addition, the Company
manufactures and markets frozen desserts under its MULTIFOODS, Gourmet
Baker and Fantasia brands. In Canada the Company also produces wheat flour
and durum and oat products. 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 the leading producer of bakery mixes in North
America 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 primarily in Canada with
respect to its commercial flour products and its competitors include both
large corporations and regional producers. The Company competes on the
basis of product quality and uniqueness, product convenience, brand
loyalty, timely delivery and customer service as well as price.
Consumer Products. The Company's consumer products division 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 and Brodie brands. The Company also sells hot cereals under its Robin
Hood and Old Mill brands. The Company also 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
its Habitant, Gattuso, WOODMAN'S, ROSE and MCLARENS labels. Consumer
products are marketed primarily through the Company's own sales
organization, supported by advertising and other promotional activities.
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.
Venezuela Foods
The Company's Venezuela Foods segment includes consumer products for
home baking, bakery products for food processors and commercial and retail
bakeries, and products for the agricultural sector. The Company's consumer
products include wheat flour, corn flour, whole grain rice, rice flour and
oat cereals, which are sold to grocery stores principally under the
Company's Robin Hood, Juana, Monica, Payara and Lassie brands. The
Company's bakery products include wheat flour, which is sold under the
Company's Polar, Gran Aguante, Goldrim and Elefante brands, and prepared
bakery mixes, which are sold under the Robin Hood brand. The Company's
animal feeds are sold principally under the Company's Super-S brand to
animal producers and farm distributors. The Venezuela Foods segment's
products are marketed through the Company's own sales organization and
independent distributors and brokers.
The Company's Venezuelan subsidiary is one of the largest food
companies in Venezuela and the second-largest producer of animal feeds for
the agricultural sector. The Company is the leading producer of consumer
wheat flour, flour for commercial food processors and retail bakeries, and
bakery mixes. No single customer accounts for a significant portion of the
Venezuela Foods segment's sales. The Company competes on the basis of
quality, price, uniqueness, timely delivery and customer service.
Operations outside the United States are subject to risks inherent in
operating under different legal systems and various political and economic
environments. In Venezuela, among these risks are inflation, currency
volatility, government price and foreign exchange controls, restrictions on
the exchangeability of currency, possible limitations on foreign investment
and dividend repatriation, and changes in existing tax laws. Certain of
these risks are currently affecting results. See "Management's Discussion
and Analysis of Results of Operations and Financial Condition," which is
included on pages 12 through 15 of the 1995 Annual Report to Stockholders
and is incorporated by reference in Part II, Item 7, hereof, and Note 7 to
the Company's Consolidated Financial Statements which are incorporated by
reference in Part II, Item 8, hereof.
Divested Businesses
The Company's Divested Businesses segment consists principally of the
Company's Frozen Specialty Foods and Meats businesses which were divested
in fiscal 1995 and the surimi seafood business which the Company
anticipates divesting in fiscal 1996.
Other Information Relating to the Business of the Company
Sources of Supply and Raw Materials. The Company's vending
distribution business purchases products directly from numerous
manufacturers, processors and independent suppliers. Several of these
sources are large corporations from which the Company purchases large
quantities of brand name candy and snacks. The Company believes that
adequate alternative sources of supply for other vending products are
readily available.
The Company's limited-menu distribution business purchases products
directly from numerous manufacturers, processors and independent suppliers.
The Company's limited-menu distribution business is not dependent upon any
single supplier and alternative sources of supply are readily available.
With respect to the Company's Bakery and Venezuela Foods segments, 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. See Note 7 to the Company's Consolidated Financial Statements
which are incorporated by reference in Part II, Item 8, hereof.
Wheat, oats and soybeans are not grown in Venezuela and adequate
quantities of sorghum are not grown in Venezuela. However, adequate
Venezuelan wheat, oats, soybean and sorghum requirements generally are
available and procured from sources primarily in the United States and
Canada. Exchange controls implemented by the Venezuelan government during
the Company's fiscal year 1995 have not had a material impact on the
Company's ability to obtain raw materials from sources outside of
Venezuela. However, the Company cannot be certain that this condition will
continue. Generally, adequate quantities of corn and rice, which are grown
in Venezuela, are available locally. In the event of a local shortage of
corn or rice, the Company has, from time to time, purchased corn and rice
from the world market.
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.
The Company has received notices from the U.S. Environmental
Protection Agency and the New York State Department of Environmental
Conservation that the Company has been identified as a potentially
responsible party ("PRP") under the Comprehensive Environmental Response,
Compensation and Liability Act and may be required to share in the cost of
cleanup of two environmentally contaminated sites. The Company recognizes
that its potential exposure with respect to each of these sites may be
joint and several. However, based upon several factors such as the volume
of material contributed to the sites, the number and financial viability of
other PRP's, allocations of volumetric waste contributions to other PRP's,
remediation cost estimates and the present status of the proceedings
involving such sites, the Company has concluded that its probable aggregate
exposure in regard to such sites is not material.
Employees. As of February 28, 1995, the Company and its subsidiaries
had 7,495 employees.
Item 2. Properties.
The Company's principal executive offices are located in Minneapolis,
Minnesota in leased 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, Canada and
Venezuela. The Company believes that its facilities are suitable and
adequate for current production or distribution volumes.
Foodservice Distribution
The Company owns two and leases 18 distribution centers aggregating
approximately 1.6 million square feet for its vending distribution
business. These distribution centers are located in Commerce and Fremont,
California; Denver, Colorado; East Windsor, Connecticut; Orlando, Florida;
Austell, Georgia; Woodridge, Illinois; Shawnee, Kansas; Louisville,
Kentucky; Belleville, Michigan; Minneapolis, Minnesota; Greensboro, North
Carolina; Paulsboro and Parsippany, New Jersey; Twinsburg, Ohio; Memphis,
Tennessee; Dallas and Houston, Texas; Kent, Washington; and Pewaukee,
Wisconsin.
The Company's vending distribution business also operates 18 cash-and-
carry distribution locations, 11 of which are separate from the Company's
other distribution centers.
The Company owns eight and leases four distribution centers
aggregating approximately 900,000 square feet for its limited-menu
distribution business. These distribution centers are located in Phoenix,
Arizona; Anaheim and Livermore, California; Denver, Colorado; Kissimmee,
Florida; Atlanta, Georgia; Indianapolis, Indiana; Rice, Minnesota;
Springfield, Missouri; Middletown, Pennsylvania; and Dallas and Grand
Prairie, Texas.
Bakery
The Company owns 13 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, Port Colborne, Scarborough and Simcoe, Ontario;
Montreal, Quebec (2); and Saskatoon, Saskatchewan.
The Company also operates two research and development laboratories.
Venezuela Foods
The Company owns 13 processing facilities and leases three processing
facilities. These processing facilities are located in Barcelona,
Anzoategui; Puerto Cabello (3) and Valencia, Carabobo; Calabozo, Guarico
(3); Acarigua (3) and Araure, Portuguesa; Cumana, Sucre; and Maracaibo,
Zulia (3).
The Company owns four and leases 13 warehouse facilities. In
addition, the Company leases 16 agricultural distribution centers.
The Company also operates two Company-owned hatcheries and one leased
hatchery and operates four Company-owned and six leased poultry farms.
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 28, 1995.
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 20 to the Company's
Consolidated Financial Statements on page 32 of the Company's 1995 Annual
Report to Stockholders, are incorporated herein by reference.
As of May 1, 1995, there were 5,089 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1991 through 1995 in the "Six-Year
Comparative Summary" on page 33 of the Company's 1995 Annual Report to
Stockholders 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 ("Businesses Acquired")
and Note 4 ("Unusual Items") to the Company's Consolidated Financial
Statements on pages 21 and 22, respectively, of the Company's 1995 Annual
Report to Stockholders 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 of Results of Operations and Financial Condition" on pages 12
through 15 of the Company's 1995 Annual Report to Stockholders 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 28, 1995 and February 28, 1994, and for each of
the fiscal years in the three-year period ended February 28, 1995, and the
Notes to the Company's Consolidated Financial Statements on pages 16
through 32 of the Company's 1995 Annual Report to Stockholders 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 3
through 5 and the section entitled "Compliance with Section 16(a) of the
Exchange Act" on page 18 of the Company's Proxy Statement dated May 15,
1995 ("1995 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, 1995. Unless otherwise noted, the positions described are
positions with the Company or its subsidiaries.
Name Age Positions Held Period
Anthony Luiso 51 Chairman of the Board,
President and Chief
Executive Officer 1989 to
present
Frank W. Bonvino 53 Vice President,
General Counsel and
Secretary 1992 to
present
Vice President and
Associate General
Counsel 1991 to
1992
Associate General
Counsel 1986 to
1991
Duncan H. Cocroft 51 Vice President-Finance
and Chief Financial
Officer 1990 to
present
Jay I. Johnson 57 Group Vice President 1988 to
present
Robert F. Maddocks 64 Vice President-Human
Resources 1990 to
present
John E. Sampson 54 Vice President -
Corporate Planning
and Development 1992 to
present
Vice President -
Corporate Planning
and Development and
Treasurer 1990 to
1992
Vice President -
Corporate Planning
and Development 1984 to
1990
A. Harry Vis 63 Group Vice President 1993 to
present
President-Robin Hood
Multifoods Inc. 1989 to
present
The executive officers of the Company are elected annually by the
Board of Directors.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on pages 6 and 7 and the section entitled
"Executive Compensation" on pages 11 through 16 of the Company's 1995 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 2 and 3 of the Company's 1995 Proxy Statement is
incorporated herein by reference.
For purposes of computing the market value of the Company's Common
Stock held by nonaffiliates 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.
All shares of the Company's Cumulative Redeemable Sinking Fund First
Preferred Capital Stock, Series A, C, D and E, par value $100 per share,
have been excluded from such computation of market value because such
shares are not actively traded.
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 Company's 1995 Annual Report to
Stockholders, are incorporated by reference in Part II, Item 8, hereof:
Independent Auditors' Report
Consolidated Balance Sheets - February 28, 1995 and
February 28, 1994
Consolidated Statements of Operations - Years ended
February 28, 1995, February 28, 1994 and February 28, 1993
Consolidated Statements of Cash Flows - Years ended
February 28, 1995, February 28, 1994 and February 28, 1993
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The consolidated financial statement schedules 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
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 (incorporated herein by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).
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, establishing the
terms of the series of securities 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 4.3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among
International Multifoods Corporation, First Trust of New York,
National Association, successor to Morgan Guaranty Trust Company
of New York, and The Depository Trust Company (incorporated
herein by reference to Exhibit 4.4 to the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1993).
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 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).*
10.3 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)).*
10.4 1983 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. 2-
84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as of
November 16, 1990, between International Multifoods Corporation
and Anthony Luiso (incorporated herein by reference to Exhibit
10(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 and Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference
to Exhibit 10(b) to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1990 and Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1991).*
10.7 Non-Qualified Stock Option Agreement, dated as of March 31, 1994,
between International Multifoods Corporation and Anthony Luiso.*
10.8 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of
Duncan H. Cocroft, Jay I. Johnson and Robert F. Maddocks
(incorporated herein by reference to Exhibits 10(d), 10(e) and
10(f), respectively, to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1991).*
10.9 Restricted Stock Award Agreement, dated as of December 11, 1992,
between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).*
10.10 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.11 First Amendment to Management Incentive Plan of International
Multifoods Corporation, Amended and Restated as of September 17,
1993.*
10.12 Management Benefit Plan of International Multifoods Corporation,
Restated Effective September 17, 1993 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.13 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and 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).*
10.14 Executive Employees' Pension Plan of Robin Hood Multifoods Inc.,
as amended to date (incorporated herein by reference to Exhibit
10.12 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1994).*
10.15 Pension Trust Agreement, dated as of June 30, 1992, between Robin
Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.
(incorporated herein by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).*
10.16 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental
pension benefits (incorporated herein by reference to Exhibit
10.14 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1994).*
10.17 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17,
1993 (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).*
10.18 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).*
10.19 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation
and Anthony Luiso (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Bank of America NT and SA relating to
the Supplemental Retirement Benefit for Anthony Luiso
(incorporated herein by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).*
10.21 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's
executive officers, other than Anthony Luiso (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).*
10.22 Letter Agreement, dated August 31, 1994, between International
Multifoods Corporation and John E. Sampson regarding severance
arrangement.*
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 (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).*
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).*
10.27 Asset Purchase Agreement dated November 15, 1991 between AGP,
L.P. (as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and
The Pickaway Grain Company (as the sellers) (incorporated herein
by reference to Exhibit 2(a) to the Company's Current Report on
Form 8-K dated December 2, 1991).
10.28 Share Purchase Agreement dated November 15, 1991 between AGP,
Inc. (as the purchaser) and Damca International Corporation and
Robin Hood Multifoods, Inc. (as the sellers) (incorporated herein
by reference to Exhibit 2(b) to the Company's Current Report on
Form 8-K dated December 2, 1991).
10.29 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Doskocil Companies Incorporated (Buyer)
dated as of March 17, 1994 (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated
June 1, 1994).
10.30 Asset Purchase Agreement among Multifoods Distribution, Inc.
(Buyer), International Multifoods Corporation (Buyer's Parent)
and Leprino Foods Company (Seller) and James G. Leprino (Seller's
Shareholder) dated as of July 29, 1994 (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K dated August 22, 1994).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1995 Annual Report to Stockholders (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 Peat Marwick 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 28, 1995.
(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 12, 1995 By /s/ Anthony Luiso
Anthony Luiso
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/ Anthony Luiso Chairman of the Board, President May 12, 1995
Anthony Luiso and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Duncan H. Cocroft Vice President - Finance May 12, 1995
Duncan H. Cocroft and Chief Financial Officer
(Principal Financial Officer)
/s/ Edgardo E. Rodriguez Vice President and May 12, 1995
Edgardo E. Rodriguez Controller
(Principal Accounting Officer)
/s/ William A. Andres Director May 12, 1995
William A. Andres
/s/ James G. Fifield Director May 12, 1995
James G. Fifield
/s/ Robert M. Price Director May 12, 1995
Robert M. Price
/s/ Nicholas L. Reding Director May 12, 1995
Nicholas L. Reding
/s/ Jack D. Rehm Director May 12, 1995
Jack D. Rehm
/s/ Lois D. Rice Director May 12, 1995
Lois D. Rice
/s/ Peter S. Willmott Director May 12, 1995
Peter S. Willmott
Independent Auditors' Report
The Board of Directors and Shareholders
International Multifoods Corporation:
Under date of April 12, 1995, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1995 and 1994 and the related consolidated statements of
operations and cash flows for each of the years in the three-year period
ended February 28, 1995, as contained in the 1995 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 28, 1995. 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 Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 12, 1995
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1995
(in thousands)
Additions
Balance at Net charges Balance
beginning to costs and at end
Description of year expenses Other Deductions of year
Allowance deducted from assets
for doubtful receivables:
Year ended February 28, 1995 $5,219 $4,477 $1,190(a) $4,178(b) $6,708(c)
Year ended February 28, 1994 $5,611 $3,783 $ - $4,175(b) $5,219(c)
Year ended February 28, 1993 $5,153 $2,953 $ 91(a) $2,586(b) $5,611(c)
Notes: (a) Acquired in purchase of businesses.
(b) Deductions include accounts charged off, net of recoveries, and
foreign currency translation adjustments which arise from changes
in current rates of exchange. Foreign currency translation
adjustments were $162,000, $116,000, and $90,000, in 1995, 1994,
and 1993, respectively.
(c) Classified in the balance sheets as follows:
1995 1994 1993
Trade accounts receivable $6,658 $5,187 $5,433
Miscellaneous receivables - current 50 32 178
$6,708 $5,219 $5,611
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1995
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
(incorporated herein by reference to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1994).
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, establishing the
terms of the series of securities 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 4.3 to
the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among International
Multifoods Corporation, First Trust of New York, National
Association, successor to Morgan Guaranty Trust Company of New
York and The Depository Trust Company (incorporated herein by
reference to Exhibit 4.4 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993).
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 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).*
10.3 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)).*
10.4 1983 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. 2-
84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as of
November 16, 1990, between International Multifoods Corporation
and Anthony Luiso (incorporated herein by reference to Exhibit
10(c) to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 and Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 28, 1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference to
Exhibit 10(b) to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1990 and Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1991).*
10.7 Non-Qualified Stock Option Agreement, dated as of March 31, 1994,
between International Multifoods Corporation and Anthony Luiso.*
10.8 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of
Duncan H. Cocroft, Jay I. Johnson and Robert F. Maddocks
(incorporated herein by reference to Exhibits 10(d), 10(e) and
10(f), respectively, to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1991).*
10.9 Restricted Stock Award Agreement, dated as of December 11, 1992,
between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*
10.10 Management Incentive Plan of International Multifoods Corporation,
Amended and Restated as of September 17, 1993 (incorporated herein
by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.11 First Amendment to Management Incentive Plan of International
Multifoods Corporation, Amended and Restated as of September 17,
1993.*
10.12 Management Benefit Plan of International Multifoods Corporation,
Restated Effective September 17, 1993 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.13 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and 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).*
10.14 Executive Employees' Pension Plan of Robin Hood Multifoods Inc.,
as amended to date (incorporated herein by reference to Exhibit
10.12 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1994).*
10.15 Pension Trust Agreement, dated as of June 30, 1992, between Robin
Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.
(incorporated herein by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).*
10.16 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental
pension benefits (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, 1994).*
10.17 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of
September 17, 1993 (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).*
10.18 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).*
10.19 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation
and Anthony Luiso (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Bank of America NT and SA relating to
the Supplemental Retirement Benefit for Anthony Luiso
(incorporated herein by reference to Exhibit 10.14 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).*
10.21 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's
executive officers, other than Anthony Luiso (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).*
10.22 Letter Agreement, dated August 31, 1994, between International
Multifoods Corporation and John E. Sampson regarding severance
arrangement.*
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 (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).*
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).*
10.27 Asset Purchase Agreement dated November 15, 1991 between AGP, L.P.
(as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The
Pickaway Grain Company (as the sellers) (incorporated herein by
reference to Exhibit 2(a) to the Company's Current Report on Form
8-K dated December 2, 1991).
10.28 Share Purchase Agreement dated November 15, 1991 between AGP, Inc.
(as the purchaser) and Damca International Corporation and Robin
Hood Multifoods, Inc. (as the sellers) (incorporated herein by
reference to Exhibit 2(b) to the Company's Current Report on Form
8-K dated December 2, 1991).
10.29 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Doskocil Companies Incorporated (Buyer)
dated as of March 17, 1994 (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K dated
June 1, 1994).
10.30 Asset Purchase Agreement among Multifoods Distribution, Inc.
(Buyer), International Multifoods Corporation (Buyer's Parent) and
Leprino Foods Company (Seller) and James G. Leprino (Seller's
Shareholder) dated as of July 29, 1994 (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K dated August 22, 1994).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1995 Annual Report to Stockholders (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 Peat Marwick 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.