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, 1999
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
200 East Lake Street, Wayzata, Minnesota 55391
(Address of principal executive offices) (Zip Code)
(612) 594-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock New York Stock Exchange
(par value $.10 per share)
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 3, 1999 (based on the closing sale price of $21.9375 per share as
reported in the consolidated transaction reporting system on such date)
was $407,008,171.
The number of shares outstanding of the registrant's Common Stock,
par value $.10 per share, as of May 3, 1999 was 18,737,951.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1999 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 18, 1999 are incorporated by reference
into Part III.
PART I
Item 1. Business.
General
International Multifoods Corporation, incorporated in Delaware in
1969 as the successor to a business founded in 1892, operates a
foodservice distribution business in the United States and food
manufacturing businesses in the United States, 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. In August 1998, the
Company announced its decision to sell its Venezuela Foods business and
classified the Venezuela Foods business as a discontinued operation.
The Company's business segments are Multifoods Distribution Group
and North America Foods. Financial information for the last three
fiscal years for each of the Company's business segments, which is
included in Note 15 to the Company's Consolidated Financial Statements
on pages 43 and 44 of the Company's Annual Report to Stockholders for
the fiscal year ended February 28, 1999 ("1999 Annual Report to
Stockholders"), is incorporated herein by reference.
Multifoods Distribution Group
The Multifoods Distribution Group segment is a distributor of food
and other products to the foodservice industry in the United States.
The Company leases a fleet of approximately 388 tractors, 466 trailers
and 22 straight trucks, most of which are equipped with an on board
computer system from which drivers obtain delivery performance and route
information. The Company operates 31 distribution centers located
nationwide. The Company also operates 19 cash and carry locations from
which customers can make purchases. No single customer accounts for a
significant portion of the segment's sales.
The Company is a distributor of food and other products in the
United States to independent pizza restaurants and other casual-dining,
limited-menu operators, including sandwich shops, Mexican and Italian
restaurants, movie theaters, fund-raising groups, commissaries and
stadium and recreational concession stands. The Company distributes a
broad selection of cheeses, meats, snacks, paper goods, cleaning
supplies and other products, including pizza ingredients sold under the
Company's ULTIMO! brand as well as major national brands. The Company is
also the largest U.S. vending distributor, serving approximately 20,000
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 customers, generally once a week,
from distribution centers located nationwide.
The distribution business is highly competitive. The Company
competes with several national and regional broadline distributors and
numerous regional specialty foodservice distributors and local
independent distributors. While the Company is the only nationwide
vending distributor, it encounters significant competition from regional
and local distributors as well as warehouse clubs. The Company competes
on the basis of product quality and consistency, customer service and
the availability of a wide variety of products, as well as price and
prompt and accurate delivery of orders. The Company believes that its
pizza expertise, which includes providing customers with ideas on
promotions, menu planning and baking, differentiates the Company in part
from its competitors.
North America Foods
The North America Foods segment consists of two units, U.S. Foods
and Robin Hood Multifoods. No single customer accounts for a significant
portion of the segment's sales.
U.S. Foods. The U.S. Foods unit produces approximately 3,000
products for retail, wholesale and in-store bakeries and foodservice
customers in the United States. The Company produces bakery mix
products, including mixes for breads, rolls, bagels, donuts, muffins,
danish, cakes, cookies, brownies, bars and pizza crusts, as well as
fillings and icings. Bakery mix products are marketed under its
MULTIFOODS and JAMCO brands. In addition, the Company manufactures and
markets frozen batters, doughs and desserts under its MULTIFOODS,
GOURMET BAKER and FANTASIA brands. Bakery products are marketed through
the Company's own sales organization and independent distributors and
brokers.
The Company encounters significant competition in the bakery
products market. The Company is a leading supplier of bakery mixes to
retail and in-store bakeries in the United States and it competes with
several large corporations and regional producers of bakery mixes. With
respect to frozen bakery products, the Company competes primarily in the
foodservice and in-store bakery markets with several large corporations
and numerous regional suppliers that have select product offerings. The
Company competes on the basis of product quality and uniqueness, product
convenience, brand loyalty, timely delivery and customer service as well
as price.
Robin Hood Multifoods. The Robin Hood Multifoods unit consists of
the Company's Canada consumer and commercial foods businesses. The
consumer foods business is the leading marketer in Canada of flour and
specialty baking mixes sold to consumers. More than 40 consumer baking
mixes are sold under the Company's ROBIN HOOD brand, while consumer
flour is sold under the Company's ROBIN HOOD, GOLDEN TEMPLE, BRODIE,
CREAM OF THE WEST and MONARCH brands. The Company also sells hot
cereals under its ROBIN HOOD, OLD MILL, RED RIVER and PURITY brands. In
addition, the Company manufactures and markets pickles, relishes and
other condiments to consumers in Canada, where its BICK'S brand is the
leading brand. The Company also sells condiments under the HABITANT,
GATTUSO, WOODMAN'S, ROSE and MCLARENS labels. The commercial foods
business produces condiments, bakery mix products, wheat flour and oat
products for retail, in-store and wholesale bakeries and foodservice
customers in Canada and the United States. Such products are sold under
the Company's ROBIN HOOD and BICK'S brands. The Company also
manufactures and markets frozen batters, doughs and desserts in Canada
under its GOURMET BAKER brand.
The products of Robin Hood Multifoods are marketed primarily
through the Company's own sales organization, supported by advertising
and other promotional activities. The Company's competitors in Canada
include both large corporations and regional producers. The Company
competes on the basis of product quality, product convenience, the
ability to identify and satisfy emerging consumer preferences, brand
loyalty, timely delivery and customer service as well as price.
Discontinued Operations
The Company is attempting to sell its Venezuela Foods business,
which is classified as a discontinued operation. The Venezuela Foods
business 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 products of the Venezuela Foods business 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 largest producer of animal feeds for the
agricultural sector. The Company is a 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, and in 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 24
through 28 of the 1999 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 distribution
business purchases products directly from numerous manufacturers,
processors and independent suppliers. Several of these sources are
large corporations from which the Company purchases significant
quantities of brand name candy and snacks. The Company's distribution
business is not dependent upon any single supplier and alternative
sources of supply are readily available.
With respect to the Company's North America Foods segment and the
Venezuela Foods business, 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.
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 Albany, 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 discovery
stage and the Company intends to vigorously defend itself in the
lawsuit. The Company has also tendered defense of the lawsuit to the
Company's primary general liability insurance carrier during the period
of time at issue in the lawsuit.
On January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a
third-party complaint against the Company in the Circuit Court of Linn
County, Oregon. The third-party complaint alleges that the Company,
through its former subsidiary Crown Industries, Inc. ("Crown"), caused
the environmental contamination of certain real property, and the
groundwater beneath the real property, located in Albany, Oregon. At
the time of the Company's acquisition of Crown in 1976, Crown owned the
subject real property and leased it to an operator of a retail gasoline
service station. The Company sold the subject real property in 1981.
VIP's has alleged that the Company is strictly liable under Oregon law
for costs of removal of contamination and remediation of the subject
real property. VIP's is seeking damages in excess of $210,000, the cost
of all past, present and future remedial action related to the
contamination of the real property and the groundwater beneath the real
property. The parties to the lawsuit are in the 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, 1999, the Company and its
subsidiaries had 6,743 employees.
Cautionary Statement Relevant to Forward-Looking Information
This Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. In addition,
the Company and its representatives may from time to time make written
and oral forward-looking statements. These forward-looking statements
are based on current expectations or beliefs, including, but not limited
to, statements concerning the Company's operations and financial
performance and condition. For this purpose, statements that are not
statements of historical fact may be deemed to be forward-looking
statements. The Company cautions that these statements by their nature
involve risks and uncertainties, and actual results may differ
materially depending on a variety of important factors, including, among
others, the impact of competitive products and pricing; market
conditions and weather patterns that may affect the costs of grain,
cheese and other raw materials; changes in laws and regulations; the
inability of the Company or its business partners to resolve "Year 2000"
issues or the inability of the Company to accurately estimate the cost
associated with "Year 2000" compliance; economic and political
conditions in Venezuela including inflation, currency volatility,
possible limitations on foreign investment, exchangeability of currency,
dividend repatriation and changes in existing tax laws; the Company's
ability to complete the sale of the Venezuela Foods business; the
Company's ability to realize the earnings benefits from the integration
of its distribution businesses; the inability of the Company to collect
on a $6 million insurance claim related to the theft of product in St.
Petersburg, Russia; fluctuations in foreign exchange rates; risks
commonly encountered in international trade; and other factors as may be
discussed in the Company's reports filed with the Securities and
Exchange Commission.
Item 2. Properties.
The Company's principal executive offices are located in Wayzata,
Minnesota in owned office space. Several of the Company's subsidiaries
also own or lease office space. The Company operates numerous
processing and distribution facilities throughout the United States,
Canada and Venezuela. The Company believes that its facilities are
suitable and adequate for current production or distribution volumes.
The following is a description of the Company's properties as of
February 28, 1999.
Multifoods Distribution Group
The Company owns 12 and leases 19 distribution centers aggregating
approximately 2.4 million square feet for its Multifoods Distribution
Group segment. These distribution centers are located in Tempe,
Arizona; Anaheim, Commerce, Fremont, Livermore and Modesto, California;
Denver, Colorado (2); East Windsor, Connecticut; Kissimmee, Florida;
Austell, Georgia; Boise, Idaho; Woodridge, Illinois; Indianapolis,
Indiana; Shawnee, Kansas; Louisville, Kentucky; Belleville, Michigan;
Minneapolis and Rice, Minnesota; Springfield, Missouri; Paulsboro and
Parsippany, New Jersey; Greensboro, North Carolina; Twinsburg, Ohio;
Portland, Oregon; Middletown, Pennsylvania; Memphis, Tennessee;
Dallas(2) and Houston, Texas; and Kent, Washington.
The Company's distribution business also operates 19 cash-and-carry
distribution locations, 12 of which are separate from the Company's
other distribution centers.
North America Foods
The Company owns 14 and leases four processing facilities. These
processing facilities are located in La Mirada, California; Bonner
Springs, Kansas; Malden, Massachusetts; Sedalia, Missouri; Lockport, New
York; Elyria, Ohio; Burnaby, British Columbia (2); Winnipeg, Manitoba;
Burlington, Dunnville, New Delhi, Port Colborne, Scarborough and Simcoe,
Ontario; Montreal, Quebec (2); and Saskatoon, Saskatchewan.
The Company also operates two research and development
laboratories.
Discontinued Operations
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 two and leases 9 warehouse facilities. In
addition, the Company owns one and leases 9 agricultural distribution
centers.
The Company also operates two Company-owned hatcheries and one
leased hatchery and operates four Company-owned and 10 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,
1999.
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
16 to the Company's Consolidated Financial Statements on page 46 of the
1999 Annual Report to Stockholders, are incorporated herein by
reference.
As of May 3, 1999, there were 4,626 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1995 through 1999 in the "Five-
Year Comparative Summary" on page 23 of the 1999 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 ("Discontinued
Operations") and Note 4 ("Unusual Items") to the Company's Consolidated
Financial Statements on pages 35 through 37 of the 1999 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" on pages 24 through 28 of the 1999 Annual Report to
Stockholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The section under the heading "Management's Discussion and
Analysis" entitled "Market Risk Management" on page 27 of the 1999
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, 1999 and February 28, 1998, and for each
of the fiscal years in the three-year period ended February 28, 1999,
and the Notes to the Company's Consolidated Financial Statements on
pages 29 through 46 of the 1999 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 4
through 9 and the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 22 of the Company's Proxy Statement dated
May 12, 1999 ("1999 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 3, 1999. Unless otherwise noted, the positions
described are positions with the Company or its subsidiaries.
Name Age Positions Held Period
- ---- --- -------------- ------
Gary E. Costley 55 Chairman of the Board, January 1, 1997
President and Chief to present
Executive Officer
Dean of the Babcock 1995 to 1996
Graduate School of
Management at Wake
Forest University
Executive Vice President 1992 to 1994
of Kellog Company and
President, Kellogg
North America
Jeffrey E. Boies 54 Vice President and April 21, 1998
President, Multifoods to present
Distribution Group, Inc.
President, Multifoods 1997 to 1998
Distribution Group, Inc.
President, VSA, Inc. 1996 to 1997
President and Chief 1995 to 1996
Executive Officer of
Sysco Food Services/
Cincinnati
President and Chief 1993 to 1995
Executive Officer of
Sysco Food Services/
Albany
Frank W. Bonvino 57 Vice President, General 1992
Counsel and Secretary to present
Anthony T. 39 Vice President and September 20, 1996
Brausen Treasurer to present
Treasurer 1996
Assistant Treasurer and 1995 to 1996
Director of Investor
Relations
Assistant Controller- 1994
Financial Reporting and
Director of Investor
Relations
Assistant Controller- 1991 to 1994
Financial Reporting
Dennis R. 47 Vice President and December 15, 1995
Johnson Controller to present
Assistant Controller - 1993 to 1995
Operations and Tax
Jill W. Schmidt 40 Vice President, June 1, 1997
Communications to present
Vice President of 1995 to 1997
Tunheim Santrizos Co.
Account Supervisor of 1992 to 1995
Tunheim Santrizos Co.
William L. 52 Senior Vice President - April 23, 1998
Trubeck Finance, Chief to present
Financial Officer and
President, Latin
America Operations
Senior Vice President - 1997 to 1998
Finance and Chief
Financial Officer
Senior Vice President 1994 to 1996
and Chief Financial
Officer of SPX
Corporation
Senior Vice President 1993 to 1994
and Chief Financial
Officer of Honeywell Inc.
Donald H. Twiner 58 President, Robin Hood June 1, 1997
Multifoods Inc. to present
President-Consumer Foods 1998 to 1997
Division of Robin Hood
Multifoods Inc.
Robert S. Wright 52 Vice President and 1995
President, North to present
America Foods
President, Specialty 1994 to 1995
Brands Division of
Foodbrands America, Inc.
President, Prepared 1992 to 1994
Foods Division of
International Multifoods
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 pages 8 and 9 and the section entitled
"Executive Compensation" on pages 14 through 21 of the 1999 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 through 4 of the 1999 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 1999 Annual Report to Stockholders, are
incorporated by reference in Part II, Item 8, hereof:
Independent Auditors' Report
Consolidated Statements of Operations - Years ended
February 28, 1999, February 28, 1998 and
February 28, 1997
Consolidated Balance Sheets - February 28, 1999 and
February 28, 1998
Consolidated Statements of Cash Flows - Years ended
February 28, 1999, February 28, 1998 and
February 28, 1997
Consolidated Statements of Shareholders' Equity -
Years ended February 28, 1999, February 28, 1998
and February 28, 1997
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 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998).
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, as amended (incorporated by reference to Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998).*
10.3 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.4 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.5 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998 (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report on
From 10-K for the fiscal year ended February 28, 1998).*
10.6 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, as further amended (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997 and Exhibit 10.10
to the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1998).*
10.8 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,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.10 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.11 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).*
10.12 Employment Agreement, dated as of November 1 1996, between
International Multifoods Corporation and Gary E. Costley, as amended
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.13 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).*
10.14 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).*
10.15 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).*
10.16 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.17 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.18 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.19 Memorandum of understanding, dated May 7, 1997, between William
L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.20 Agreement dated June 15, 1998 between Molinos Nacionales, C.A.
and Fidias Robuste regarding separation from employment with the Company
(incorporated herein by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).*
10.21 Memorandum of understanding, dated September 20, 1996, between
Frank W. Bonvino and International Multifoods Corporation regarding
supplemental retirement benefits.*
10.22 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).*
10.23 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.24 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).*
10.25 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1999 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, 1999.
(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, 1999 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, May 12, 1999
Gary E. Costley, Ph.D. President and Chief
Executive Officer
(Principal Executive
Officer) and Director
/s/ William L. Trubeck Senior Vice President - May 12, 1999
William L. Trubeck Finance, Chief
Financial officer and
President, Latin America
Operations (Principal
Financial Officer)
/s/ Dennis R. Johnson Vice President and May 12, 1999
Dennis R. Johnson Controller (Principal
Accounting Officer)
/s/ Claire L. Arnold Director May 12, 1999
Claire L. Arnold
/s/ Robert M. Price Director May 12, 1999
Robert M. Price
/s/Nicholas L. Reding Director May 12, 1999
Nicholas L. Reding
/s/Jack D. Rehm Director May 12, 1999
Jack D. Rehm
/s/Lois D. Rice Director May 12, 1999
Lois D. Rice
/s/Richard K. Smucker Director May 12, 1999
Richard K. Smucker
/s/Dolph W. von Arx Director May 12, 1999
Dolph W. von Arx
Independent Auditors' Report
The Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of March 29, 1999, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1999 and 1998, and the related consolidated statements of
operations, cash flows and shareholders' equity for each of the years in
the three-year period ended February 28, 1999, as contained in the 1999
Annual Report to Stockholders. The 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, 1999. In
connection with our audits of the aforementioned consolidated financial
statements, we also 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
March 29, 1999
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1999
(in thousands)
Additions
--------------------
Balance at Net charges/(credits) Balance
beginning to costs and at end
Description of year expenses Deductions of year
- ------------ --------- -------------------- ---------- -------
Allowance deducted from assets
for doubtful receivables:
Year ended February 28, 1999 $ 4,317 $ 713 $1,996 (a) $3,034
======= ====== ====== ======
Year ended February 28, 1998 $ 9,029 $ (430) $4,282 (a) $4,317
======= ====== ====== ======
Year ended February 28, 1997 $13,783 $2,721 $7,475 (a) $9,029
======= ====== ====== ======
Notes: (a) Deductions include accounts charged off, net of recoveries,
and foreign currency translation adjustments which arise from
changes in current rates of exchange.
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1999
3.1 Restated Certificate of Incorporation of International
Multifoods Corporation, as amended to date (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
3.2 Bylaws of International Multifoods Corporation, as amended to
date (incorporated herein by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1998).
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, as amended (incorporated by reference to Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 and Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998).*
10.3 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.4 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.5 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998 (incorporated
herein by reference to Exhibit 10.7 to the Company's Annual Report on
From 10-K for the fiscal year ended February 28, 1998).*
10.6 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, as further amended
(incorporated herein by reference to Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1997
and Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.8 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,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.10 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.11 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).*
10.12 Employment Agreement, dated as of November 1 1996, between
International Multifoods Corporation and Gary E. Costley, as amended
(incorporated herein by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1996
and Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1998).*
10.13 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).*
10.14 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).*
10.15 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).*
10.16 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.17 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.18 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.19 Memorandum of understanding, dated May 7, 1997, between William
L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.20 Agreement dated June 15, 1998 between Molinos Nacionales, C.A.
and Fidias Robuste regarding separation from employment with the Company
(incorporated herein by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 31, 1998).*
10.21 Memorandum of understanding, dated September 20, 1996, between
Frank W. Bonvino and International Multifoods Corporation regarding
supplemental retirement benefits.*
10.22 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).*
10.23 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.24 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).*
10.25 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1999 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.