SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
1-6699
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
110 CHESHIRE LANE, SUITE 300
MINNETONKA, MINNESOTA 55305
(Full title and address of plan)
INTERNATIONAL MULTIFOODS CORPORATION
110 CHESHIRE LANE, SUITE 300
MINNETONKA, MINNESOTA 55305
(Name of issuer and address of principal executive offices of issuer)
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Financial Statements and Supplemental Schedules
December 31, 2000 and 1999
INDEPENDENT AUDITORS' REPORT
The Board of Directors
International Multifoods Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Employees' Voluntary Investment and Savings Plan of
International Multifoods Corporation (the "VISA Plan") as of December 31,
2000 and 1999, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are
the responsibility of the VISA Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the VISA Plan as of December 31,
2000 and 1999, and the changes in its net assets for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ KPMG LLP
Minneapolis, Minnesota
May 18, 2001
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
2000 1999
----------- -----------
Investments $ 62,496,619 58,582,031
----------- -----------
Receivables:
Accrued investment income 162,650 150,361
Employer contribution 79,841 84,489
Participant contribution 197,827 211,257
----------- -----------
Total receivables 440,318 446,107
----------- -----------
Net assets available for plan benefits $ 62,936,937 59,028,138
=========== ===========
See accompanying notes to financial statements.
2
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2000 and 1999
2000 1999
-------------- --------------
Investment income:
Net appreciation (depreciation) in fair value of investments $ 2,531,341 (874,794)
Interest 215,495 145,946
Dividends 1,036,844 1,062,310
-------------- --------------
3,783,680 333,462
-------------- --------------
Contributions:
Participant 5,595,591 5,340,180
Employer 2,189,880 2,015,044
-------------- --------------
7,785,471 7,355,224
-------------- --------------
Total additions 11,569,151 7,688,686
-------------- --------------
Distributions 7,592,959 6,416,550
Administrative expenses 67,393 60,873
-------------- --------------
Total deductions 7,660,352 6,477,423
-------------- --------------
Net increase 3,908,799 1,211,263
Net assets available for plan benefits:
Beginning of year 59,028,138 57,816,875
-------------- --------------
End of year $ 62,936,937 59,028,138
============== ==============
See accompanying notes to financial statements.
3
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 2000 and 1999
(1) DESCRIPTION OF THE VISA PLAN
The following brief description of the Employees' Voluntary Investment
and Savings Plan of International Multifoods Corporation (the "VISA
Plan") is provided for general information purposes only. For more
complete information about the VISA Plan's eligibility, vesting,
withdrawal and benefit provisions, employees should refer to their copy
of the Summary Plan Description.
The VISA Plan is a voluntary investment and savings plan intended to be
a long-term investment program to provide participating employees
("Members") with additional retirement income. Salaried employees as
well as certain hourly employees of International Multifoods Corporation
(the "Company") and participating subsidiaries are eligible for the VISA
Plan after one year of qualifying service. The VISA Plan is a salary
reduction plan under Section 401(k) of the Internal Revenue Code and
qualifies as an Employee Stock Ownership Plan ("ESOP") under Section
4975(e) of the Internal Revenue Code. The ESOP provisions allow the
Trustee (Wells Fargo Bank Minnesota, N.A.), at the direction of the VISA
Plan Administrator, to purchase common stock of the Company with the
proceeds of one or more loans. Any loan transaction entered into must
provide that the lender shall be without recourse against the assets of
the VISA Plan, except for common stock held in a loan suspense account,
and therefore not allocated to participating Members.
The Company and its participating subsidiary corporations (the
"Employer") absorb a major portion of the administrative costs of the
VISA Plan including audit, accounting and legal fees. The operational
expenses of each investment fund (commissions or other transaction
costs, investment management fees, etc.) are paid out of that fund and
reduce its rate of return. The Trustee's fees are also paid out of the
trust and are charged against the Members' accounts pro rata based on
the account balances. The VISA Plan also allows certain other
administrative expenses (recordkeeping fees, disbursement fees, etc.) to
be paid out of the trust and charged against the Members' accounts,
although the Employer currently pays such fees and expenses.
Members enter into salary reduction agreements with the Employer and may
contribute, within limitations specified by the Internal Revenue Code,
from 2% to 15% of covered pay. The Employer's contribution is 50% of the
Member's contribution with a limit of 3.5% of the Member's covered pay.
Members' deposits are fully vested. Employer contributions are 20%
vested after one year of service and continue to vest an additional 20%
each year, becoming fully vested after the employee has completed five
years of service, or upon reaching age 65, retirement, pre-retirement
disability, death and certain other occurrences.
An employee, whether or not such employee has satisfied the service
requirement to become a Member, is eligible to contribute any amount
that qualifies as a rollover contribution (as defined in the VISA Plan).
Rollover contributions are not eligible for Employer matching
contributions.
4
(2) ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The VISA Plan's accounting policies conform to generally accepted
accounting principles ("GAAP") applied on a consistent basis. The
financial statements of the VISA Plan are prepared under the
accrual method of accounting.
(b) USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of net assets available for plan benefits and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of changes in net
assets available for plan benefits during the reporting period.
Actual results could differ from these estimates.
(c) INVESTMENT VALUATION AND INCOME RECOGNITION
Significant policies related to investments are summarized below:
The fair value of investments in the Company's common stock is
based upon published quotations.
The fair value of investments in common trust funds and mutual
funds is determined by the trustee or custodian of those funds
on the basis of the fair values of the underlying net assets.
Net appreciation (depreciation) in fair value of investments
represents increases or decreases in value resulting from
realized and unrealized gains and losses.
The Member loans are valued at cost, which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis, and
dividends are recorded on the ex-dividend date.
(d) PAYMENT OF BENEFITS
Benefits are recorded when paid.
5
(3) MEMBER LOANS
The VISA Plan allows Members to borrow from their account and repay it
through after-tax payroll deductions. Members may borrow from their
accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their account balance. Loan transactions are treated
as transfers between the investment funds and the Loan Fund. Loan terms
range from one to five years. The loans are due and payable 30 days
following termination of employment, or earlier in certain
circumstances. The loans are secured by the balance in the Member's
account and bear interest at the prime rate plus 2%. Principal and
interest payments are paid ratably from each paycheck.
(4) FORFEITURES AND VESTING
Members who terminate their employment with the Company forfeit the
nonvested portion of the Company's contributions to their accounts.
However, if terminated Members are reemployed by the Company within 5
years of termination, such forfeited nonvested portion of the Company's
contributions is restored to their VISA Plan accounts. Forfeitures to
the VISA Plan can be used to cover future Company's contributions or
reinstate previously forfeited amounts to reemployed Members.
Forfeitures to the VISA Plan were $38,424 and $50,264 in 2000 and 1999,
respectively.
The company's contributions vest as shown below:
EMPLOYEE'S VESTING SERVICE VESTED
SINCE JOINING THE COMPANY PERCENTAGE
---------------------------------- -----------
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
If the Member retires, dies, becomes totally and permanently disabled,
or if a Member's employment with the Company is involuntarily terminated
due to the destruction, shutdown, or closing of any plant (or such other
event as the Board of Directors of the Company deems to be sufficient
cause to allow for full vesting), or if the VISA Plan is terminated by
the Company, the Member is vested 100%, regardless of the length of
Company service.
(5) INVESTMENT FUNDS
Members may deposit their contributions in any one of the following
investment funds: International Multifoods Stock Fund, Wells Fargo
Stable Return Fund, Fidelity Magellan Fund, Vanguard Institutional Index
Fund, Vanguard Asset Allocation Fund, T. Rowe Price New Horizons Fund,
MetWest Total Return Fund and Janus Worldwide Fund. Contributions can be
allocated to funds in increments of 5%. Member contributions and
investment balances can be reallocated at anytime. The Employer's
contribution is invested 100% in the International Multifoods Stock
Fund. Members may reallocate a portion of their Employer's contributions
and investment balances only during a special "diversification election
period" that occurs as the Member approaches retirement age.
6
The Finance and Benefit Investment Committee of the Company's Board of
Directors selects the investment funds that will be offered under the
VISA Plan. Each of the funds may temporarily hold cash or make
short-term investments. The following schedule summarizes the type of
investments, which may be made by each of the funds:
FUND DESCRIPTION
- -------------------------------------------- ----------------------------------------------------------------
International Multifoods Stock Fund Invests in the common stock of the Company
Wells Fargo Stable Return Fund Collective bank trust that invests in fixed income securities
such as contracts with insurance companies and banks
Fidelity Magellan Fund Mutual fund that invests in equity securities
Vanguard Institutional Index Fund Mutual fund that invests in equity securities of companies that
make up the Standard and Poor's 500 Composite Stock Price Index
Vanguard Asset Allocation Fund Mutual fund that invests in fixed income securities and equity
securities
T. Rowe Price New Horizons Fund Mutual fund that invests in equity securities of young, emerging
growth companies
MetWest Total Return Fund Mutual fund that invests in fixed income securities such as U.S.
government securities, corporate debt securities, and commercial
paper
Janus Worldwide Fund Mutual fund that invests in equity securities of foreign and
domestic companies
(6) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has
the right to terminate the VISA Plan or discontinue contributions with
respect to any one or more participating employers. Upon termination or
discontinuance of contributions, Employer contribution amounts in Member
accounts which have not vested will become vested. Thereafter, full
distribution of each fund may be made to Members, either by lump sum
payment or by annual installment payments over a period not exceeding
ten years.
7
(7) DISTRIBUTIONS
The VISA Plan provides for the distribution of a Member's account
balance upon retirement, death, termination of employment or certain
other occurrences. In addition, Members who meet certain qualifications
as to age and length of participation in the VISA Plan, or who have a
proven financial hardship, may elect to withdraw a portion of their
account balance. Distributions may be made either by lump sum payment or
by annual installment payments over a period not exceeding ten years at
the discretion of the VISA Plan Administrator. Distributions from the
Company Common Stock Fund of the VISA Plan are made in full shares of
common stock of the Company and cash for any fractional share
equivalents, except that members may elect to receive cash
distributions. The number of shares to be distributed is determined by
the market value of the common stock as of the valuation date.
(8) INCOME TAXES
The Company received a tax determination letter dated June 25, 1996,
from the Internal Revenue Service stating that the VISA Plan meets the
requirements of Section 401(a) of the Internal Revenue Code and that the
trust created under the VISA Plan is therefore exempt from Federal
income taxes under provisions of Section 501(a). As of the date of this
report, the Company believes that the VISA Plan and its related trust
continue to qualify under the provisions of Sections 401(a) and 501(a)
and are exempt from Federal income taxes.
The VISA Plan qualifies as a salary reduction plan under Section 401(k)
of the Internal Revenue Code. Accordingly, Employer contributions and
allocations to Members' accounts of trust earnings are not taxable to
Members when made or when credited to the Member's account. However,
Member distributions are subject to ordinary income taxes and may be
subject to an additional 10% penalty tax.
8
(9) INVESTMENTS
The following represent 5% or more of the net assets available for
plan benefits at December 31, 2000 and 1999:
2000 1999
------------- -------------
International Multifoods Stock Fund:
Nonparticipant-directed $ 12,885,489 7,156,843
Participant directed 3,379,177 2,485,394
------------- -------------
$ 16,264,666 9,642,237
------------- -------------
Wells Fargo Stable Return Fund $ 6,961,793 6,686,312
Fidelity Magellan Fund 13,546,412 15,932,015
Vanguard Institutional Index Fund 9,841,870 12,084,895
Vanguard Asset Allocation Fund 4,969,818 5,449,743
Janus Worldwide Fund 3,780,738 3,655,608
T. Rowe Price New Horizons Fund 3,845,842 2,848,834
The Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in
value by $2,531,341 in 2000 and depreciated in value by $874,794 in
1999, as follows:
2000 1999
------------- -------------
Mutual funds $ (3,149,199) 7,476,064
International Multifoods Stock Fund 5,680,540 (8,350,858)
------------- -------------
$ 2,531,341 (874,794)
============= =============
9
(10) NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments are as follows:
2000 1999
-------------- -------------
International Multifoods Stock Fund $ 12,885,489 7,156,843
Short-Term Investment Fund 278,474 234,911
Accrued investment income 128,477 106,017
Employer contributions receivable 79,841 84,489
-------------- -------------
Net assets $ 13,372,281 7,582,260
============== =============
Changes in net assets:
Contributions $ 2,189,880 2,015,044
Dividends 482,812 411,855
Interest 16,622 16,429
Net appreciation (depreciation) in fair value of investments 4,341,804 (6,538,317)
Distributions (1,208,385) (1,195,881)
Administrative expenses (5,540) (7,234)
Transfers to participant-directed investments (27,172) (32,600)
-------------- -------------
Net increase (decrease) in net assets $ 5,790,021 (5,330,704)
============== =============
(11) PARTY-IN-INTEREST TRANSACTIONS
Transactions resulting in plan assets being transferred to or used by a
related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applies. The Trustee of the VISA Plan, Wells
Fargo Bank Minnesota, N.A., and International Multifoods Corporation are
defined as parties-in-interest with respect to the VISA Plan. However,
such transactions are exempt under section 408(b)(8) and are not
prohibited under the Act.
10
SCHEDULE 1
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Item 27a - Schedule of Assets Held for Investment Purposes at End of Year
As of December 31, 2000
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENTS,
LESSOR, OR SIMILAR PARTY (NO. OF SHARES) COST FAIR VALUE
- ---------------------------------------------- ------------------------------------- ------------- --------------
Common stock:
*International Multifoods Corporation 800,722 shares common stock,
par value $0.10 per share $ 10,692,884 16,264,666
------------- --------------
Total common stock 10,692,884 16,264,666
------------- --------------
Cash and common trust funds:
Wells Fargo Bank Minnesota, N.A.:
*Short-term Investment Fund 351,503 units 351,503 351,503
*Stable Return Fund 230,111 units 6,687,909 6,961,793
------------- --------------
Total common trust funds 7,039,412 7,313,296
------------- --------------
Mutual funds:
Fidelity Magellan Fund 113,549 units 15,038,686 13,546,412
Vanguard Institutional Index Fund 81,526 units 10,864,698 9,841,870
Vanguard Asset Allocation Fund 209,963 units 5,013,992 4,969,818
T. Rowe Price New Horizons Fund 160,981 units 4,602,208 3,845,842
MetWest Total Return Fund 128,063 units 1,288,519 1,294,720
Janus Worldwide Fund 66,492 units 5,039,859 3,780,738
------------- --------------
Total mutual funds 41,847,962 37,279,400
------------- --------------
Participant loan fund 1,639,257 units, interest rates
ranged from 10.5% to 11.5% 1,639,257 1,639,257
------------- --------------
Total investments $ 61,219,515 62,496,619
============= ==============
*Represents party-in-interest.
See accompanying independent auditors' report.
11
SCHEDULE 2
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 2000
Series of transactions (involving one security) which exceed 5% of plan assets.
NUMBER OF NUMBER PURCHASE SELLING
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES OF SALES PRICE PRICE
- ------------------------------------ -------------------------- ----------- ---------- ----------- ----------
*Wells Fargo Bank Minnesota, N.A. Short-term Investment Fund 113 141 $ 5,089,921 5,054,908
*Wells Fargo Bank Minnesota, N.A. Stable Return Fund 72 104 7,199,918 7,278,141
International Multifoods Stock Fund Common Stock 20 11 2,314,508 1,091,202
Fidelity Magellan Fund Mutual Fund 75 142 6,781,935 7,183,066
Janus Worldwide Fund Mutual Fund 124 74 3,624,040 2,396,007
T. Rowe Price New Horizons Fund Mutual Fund 108 80 3,866,879 2,096,786
Vanguard Institutional Index Fund Mutual Fund 60 150 1,952,667 3,056,959
COST OF NET GAIN
IDENTITY OF PARTY INVOLVED ASSET OR (LOSS)
- ------------------------------------ ----------- -----------
*Wells Fargo Bank Minnesota, N.A. 5,054,908 --
*Wells Fargo Bank Minnesota, N.A. 6,580,702 697,439
International Multifoods Stock Fund 1,508,088 (416,886)
Fidelity Magellan Fund 5,397,664 1,785,402
Janus Worldwide Fund 1,900,970 495,037
T. Rowe Price New Horizons Fund 1,944,885 151,901
Vanguard Institutional Index Fund 2,550,513 506,446
There were no individual transactions (involving one security) which exceed
5% of plan assets.
*Represents party-in-interest.
See accompanying independent auditors' report.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
EMPLOYEES' VOLUNTARY
INVESTMENT AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
June 19, 2001 By /s/ Joyce G. Traver
----------------------------------------
Joyce G. Traver
Director - Benefits
EXHIBIT INDEX
23 Consent of KPMG LLP.