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 28, 1997
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 Identification No.)
incorporation or organization)
33 South 6th Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
(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 non-affiliates of the registrant (see Item 12 hereof) as
of May 1, 1997 (based on the closing sale price of $24.75 per share as
reported in the consolidated transaction reporting system on such date)
was $442,891,721.
The number of shares outstanding of the registrant's Common Stock,
par value $.10 per share, as of May 1, 1997 was 18,002,919.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1997 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 20, 1997 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 food
manufacturing and foodservice distribution businesses in the United
States, Canada and 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.
The Company's business segments are Foodservice Distribution, North
America Foods and Venezuela Foods. The North America Foods segment was
previously named the Bakery segment. Financial information for the last
three fiscal years for each of the Company's business segments, which is
included in Note 17 to the Company's Consolidated Financial Statements
on pages 36 and 37 of the Company's Annual Report to Stockholders for
the fiscal year ended February 28, 1997 ("1997 Annual Report to
Stockholders"), is incorporated herein by reference.
Foodservice Distribution
The Foodservice Distribution segment includes the Company's vending
distribution business, the limited-menu distribution business, and the
food exporting business. No single customer accounts for a significant
portion of the segment's sales. The Company's food exporting business
has a major customer that distributes food products in Russia. Earnings
on sales to this customer accounted for approximately 14% of the
Company's consolidated operating earnings before unusual items in fiscal
year 1997, compared with 3% in fiscal year 1996.
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, 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. 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 175 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 as well as
warehouse clubs. 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 specialty
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 14 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 250 tractors and 300 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 food exporting business markets and exports a
variety of goods, primarily branded and commodity food products. Export
sales are made to customers in diverse geographic areas, including
Eastern Europe, Asia and the Caribbean region. The Company markets its
food products under the MULTIFOODS, GOLDEN TEMPLE, ROBIN HOOD and BICK'S
brands.
As indicated above, the food exporting business has a major
customer that distributes food products in Russia. The Company's
financial position and results of operations could be adversely affected
in the event of economic or political instability in Russia or if the
customer experienced difficulty in meeting its commitments.
North America Foods
The North America Foods segment consists of two divisions, North
America Bakery and consumer products. No single customer accounts for a
significant portion of the segment's sales.
North America Bakery. The North America Bakery division produces
approximately 3,000 products for retail, in-store and wholesale bakeries
and foodservice 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 its MULTIFOODS and JAMCO brands in the United States and
under its 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 a leading supplier of bakery mixes to
retail and in-store bakeries 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 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, 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. 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 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. Consumer products
include wheat flour, corn flour, whole grain rice, rice flour, corn
cooking oil, oat cereals and spices, which are sold to grocery stores
principally under the Company's ROBIN HOOD, JUANA, MONICA, PAYARA, GOLD
BELL, LASSIE and LA COMADRE brands. 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. 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 commercial 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.
The Company's operations in Venezuela are subject to risks inherent
in operating under a different legal and political system along with a
difficult economic environment. Among these risks are inflation,
currency volatility, possible limitations on foreign investment,
exchangeability of currency, dividend repatriation and changes in
existing tax laws. See "Management's Discussion and Analysis of Results
of Operations and Financial Condition," which is included on pages 17
through 20 of the 1997 Annual Report to Stockholders and is incorporated
by reference in Part II, Item 7, hereof.
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 North America Foods 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. 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 7
to the Company's Consolidated Financial Statements which are
incorporated by reference in Part II, Item 8, hereof.
The Company's Venezuelan operations are dependent on raw material
imports for many of its products. Wheat, oats and soybeans are not
grown in Venezuela and adequate quantities of sorghum and yellow corn
are not grown in Venezuela. However, adequate wheat, oats, soybean,
sorghum and yellow corn requirements generally are available and
procured from sources primarily in the United States and Canada.
Generally, adequate quantities of corn (other than yellow 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.
On December 3, 1996, Curtice-Burns Foods, Inc. and Curtice Burns
Meat Snacks, Inc. (together, "Curtice-Burns") filed a third-party
complaint against the Company in the United States District Court for
the District of Oregon. The complaint was filed in connection with a
civil lawsuit commenced in October 1996 by Oberto Sausage Company of
Oregon ("Oberto") against Curtice-Burns. The third-party complaint
alleges that the Company caused or contributed to the environmental
contamination of certain real property, and groundwater beneath the real
property, located in Oregon. The Company operated a meat-snack
manufacturing plant on the property for a period of 10 years until 1986,
when the Company sold the business to Curtice-Burns. Curtice-Burns
subsequently sold the property to Oberto. Curtice-Burns is seeking
declaratory and monetary relief against the Company under theories of
strict liability, contribution for remedial action costs under Oregon
and federal statutes, and indemnity. Curtice-Burns is seeking damages
in excess of $35,000, the cost of all past, present and future remedial
action related to the environmental contamination of the property and
the groundwater beneath the property, and costs and disbursements
incurred in litigating this matter. Oberto has asserted similar causes
of action and is seeking similar relief against Curtice-Burns in the
underlying lawsuit. The parties to the lawsuit are in the initial
stages of discovery 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 28, 1997, the Company and its
subsidiaries had 7,176 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 nine and leases five distribution centers
aggregating approximately 1.0 million square feet for its limited-menu
distribution business. These distribution centers are located in Tempe,
Arizona; Anaheim, Livermore and Modesto, California; Denver, Colorado;
Kissimmee, Florida; Atlanta, Georgia; Boise, Idaho; Indianapolis,
Indiana; Rice, Minnesota; Springfield, Missouri; Portland, Oregon;
Middletown, Pennsylvania; and Dallas, Texas.
North America Foods
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 18 processing facilities and leases one processing
facility. These processing facilities are located in Barcelona,
Anzoategui; Ciudad Bolivar, Bolivar; Puerto Cabello (5) and Valencia,
Carabobo; Calabozo, Guarico (3); Acarigua (3) and Araure, Portuguesa;
Cumana, Sucre; and Maracaibo, Zulia (3).
The Company owns three and leases 14 warehouse facilities. In
addition, the Company owns two and leases 14 agricultural distribution
centers.
The Company also operates two Company-owned hatcheries and one
leased hatchery and operates four Company-owned and seven 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,
1997.
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
18 to the Company's Consolidated Financial Statements on page 38 of the
1997 Annual Report to Stockholders, are incorporated herein by
reference.
As of May 1, 1997, there were 4,944 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1993 through 1997 in the "Six-Year
Comparative Summary" on page 39 of the 1997 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 4 ("Unusual
Items") to the Company's Consolidated Financial Statements on pages 27
and 28 of the 1997 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 17
through 20 of the 1997 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, 1997 and February 29, 1996, and
for each of the fiscal years in the three-year period ended February 28,
1997, and the Notes to the Company's Consolidated Financial Statements
on pages 21 through 38 of the 1997 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 6 and the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 22 of the Company's Proxy Statement dated
May 15, 1997 ("1997 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, 1997. Unless otherwise noted, the positions
described are positions with the Company or its subsidiaries.
Name Age Positions Held Period
Gary E. Costley 53 Chairman of the Board, President January 1, 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
Executive Vice President of 1988 to 1992
Kellogg Company and President
and Chairman, Kellogg, USA
Jeffrey E. Boies 52 President, VSA, Inc. October 28, 1996
to present
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
President and Chief Executive 1984 to 1993
Officer of Sysco Food
Services/Houston
Frank W. Bonvino 55 Vice President, General Counsel 1992 to present
and Secretary
Vice President and Associate 1991 to 1992
General Counsel
D. Bruce Kean 57 President - Multifoods 1994 to present
Specialty Distribution, Inc.
Senior Vice President 1989 to 1994
Leprino Foodservice Distribution
Division of Leprino Foods Company
Fidias Robuste 59 President and Managing Director 1993 to present
Molinos Nacionales, C.A.
(MONACA)
Vice President-Operations of 1989 to 1993
Molinos Nacionales, C.A. (MONACA)
William L. Trubeck 50 Senior Vice President-Finance March 1, 1997
and Chief Financial Officer to present
Senior Vice President and Chief 1994 to 1996
Financial Officer of
SPX Corporation
Senior Vice President and Chief 1993 to 1994
Financial Officer of
Honeywell Inc.
Chief Financial and 1991 to 1993
Administrative Officer of
White & Case
Robert S. Wright 50 President, North America Foods 1995 to present
President, Specialty 1994 to 1995
Brands Division
of Foodbrands America, Inc.
President, Prepared Foods 1992 to 1994
Division of International
Multifoods Corporation
Vice President, Marketing 1991 to 1992
of MasterLock Co.
Group Vice President of 1989 to 1991
Universal Foods Corporation
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 page 7 and the section entitled
"Executive Compensation" on pages 12 through 21 of the 1997 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 1997 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 1997 Annual Report to Stockholders, are
incorporated by reference in Part II, Item 8, hereof:
Independent Auditors' Report
Consolidated Statements of Earnings - Years ended
February 28, 1997, February 29, 1996 and February 28,
1995
Consolidated Balance Sheets - February 28, 1997 and
February 29, 1996
Consolidated Statements of Cash Flows - Years ended
February 28, 1997, February 29, 1996 and
February 28, 1995
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
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, 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).
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.*
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 September 17, 1993, as further
amended (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 and Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1995).*
10.6 Multifoods Division Long-Term Incentive Program (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 29, 1996).*
10.7 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997.*
10.8 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).*
10.9 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).*
10.10 First Amendment to the Compensation Deferral Plan for
Executives of International Multifoods Corporation, Amended and Restated
as of September 17, 1993.*
10.11 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997.*
10.12 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).*
10.13 Trust Agreement, dated February 25, 1991, between
International Multifoods Corporation and Norwest Bank Minnesota,
National Association, as successor trustee to 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).*
10.14 Employment Agreement, dated as of November 1 1996,
between International Multifoods Corporation and Gary E. Costley
(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).*
10.15 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).*
10.16 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).*
10.17 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).*
10.18 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements.*
10.19 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits.*
10.20 Separation Agreement dated June 21, 1996 between Anthony
Luiso and 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 May 31, 1996).*
10.21 Separation Agreement dated December 31, 1996 between
International Multifoods Corporation and Duncan H. Cocroft.*
10.22 Letter dated January 3, 1997 from the Company to Devendra
Mishra regarding separation from employment with the Company.*
10.23 Agreement dated February 19, 1997 between International
Multifoods Corporation and Devendra Mishra.*
10.24 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).*
10.25 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).*
10.26 First Amendment to Fee Deferral Plan for Non-Employee
Directors of International Multifoods Corporation, Amended and Restated
as of September 17, 1993.*
10.27 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).*
10.28 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).*
10.29 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 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7,
1995 (incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated June 26, 1995).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1997 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, 1997.
(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 15, 1997 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 15, 1997
- -------------------------
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ William L. Trubeck Senior Vice President - Finance May 15, 1997
- -------------------------
William L. Trubeck and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and May 15, 1997
- -------------------------
Dennis R. Johnson Controller
(Principal Accounting Officer)
/s/ James G. Fifield Director May 15, 1997
- -------------------------
James G. Fifield
/s/ Robert M. Price Director May 15, 1997
- -------------------------
Robert M. Price
/s/ Nicholas L. Reding Director May 15, 1997
- -------------------------
Nicholas L. Reding
/s/ Jack D. Rehm Director May 15, 1997
- -------------------------
Jack D. Rehm
/s/ Lois D. Rice Director May 15, 1997
- -------------------------
Lois D. Rice
/s/ Richard K. Smucker Director May 15, 1997
- -------------------------
Richard K. Smucker
/s/ Dolph W. von Arx Director May 15, 1997
- -------------------------
Dolph W. von Arx
Independent Auditors' Report
The Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of April 8, 1997, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1997 and February 29, 1996 and the related consolidated
statements of earnings and cash flows for each of the years in the
three-year period ended February 28, 1997, as contained in the 1997 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, 1997. 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 8, 1997
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1997
(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, 1997 $13,982 $2,862 $ - $7,505(a) $ 9,339(b)
====== ===== ===== ===== ======
Year ended February 29, 1996 $ 6,708 $5,783 $2,877 $1,386(a) $13,982(b)
====== ===== ===== ===== ======
Year ended February 28, 1995 $ 5,219 $4,477 $1,190 $4,178(a) $ 6,708(b)
====== ===== ===== ===== ======
Notes: (a) Deductions include accounts charged off, net of recoveries, and
foreign currency translation adjustments which arise from changes
in current rates of exchange.
(b) Classified in the balance sheets as follows:
1997 1996 1995
------ ------- ------
Trade accounts receivable $9,339 $13,977 $6,658
Miscellaneous receivables - current - 5 50
------ ------- ------
$9,339 $13,982 $6,708
====== ======= ======
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997
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, 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).
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.*
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 September 17, 1993, as further
amended (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 and Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1995).*
10.6 Multifoods Division Long-Term Incentive Program (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 29, 1996).*
10.7 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997.*
10.8 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).*
10.9 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).*
10.10 First Amendment to the Compensation Deferral Plan for
Executives of International Multifoods Corporation, Amended and Restated
as of September 17, 1993.*
10.11 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997.*
10.12 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).*
10.13 Trust Agreement, dated February 25, 1991, between
International Multifoods Corporation and Norwest Bank Minnesota,
National Association, as successor trustee to 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).*
10.14 Employment Agreement, dated as of November 1 1996,
between International Multifoods Corporation and Gary E. Costley
(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).*
10.15 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).*
10.16 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).*
10.17 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).*
10.18 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements.*
10.19 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits.*
10.20 Separation Agreement dated June 21, 1996 between Anthony
Luiso and 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 May 31, 1996).*
10.21 Separation Agreement dated December 31, 1996 between
International Multifoods Corporation and Duncan H. Cocroft.*
10.22 Letter dated January 3, 1997 from the Company to Devendra
Mishra regarding separation from employment with the Company.*
10.23 Agreement dated February 19, 1997 between International
Multifoods Corporation and Devendra Mishra.*
10.24 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).*
10.25 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).*
10.26 First Amendment to Fee Deferral Plan for Non-Employee
Directors of International Multifoods Corporation, Amended and Restated
as of September 17, 1993.*
10.27 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).*
10.28 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).*
10.29 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 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7,
1995 (incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated June 26, 1995).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1997 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.