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.
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.
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.
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.
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.
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.
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.
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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
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.
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.
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.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14.
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, 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)
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.