Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 28, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-0871880
(I.R.S. Employer Identification No.)
33 South Sixth Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
(612) 340-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock (par value $.10 per share) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.10 per share,
held by nonaffiliates of the registrant (see Item 12 hereof) as of
May 2, 1994 (based on the closing sale price of $15.875 per share as
reported in the consolidated transaction reporting system on such date)
was $286,175,212.
The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of May 2, 1994 was 18,224,968.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1994 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 17, 1994 are incorporated by reference into
Part III.
In this report, the term "Company" is used to refer to International
Multifoods Corporation and, unless indicated otherwise or the context
suggests otherwise, its subsidiaries.
PART I
Item 1. Business.
General
The Company, incorporated as a Delaware corporation in 1969, is a
diversified food-processing and specialty foodservice distribution company
with major operations in the following three business segments: U.S.
Foodservice, Canadian Foods and Venezuelan Foods.
Financial information for the last three fiscal years relating to
each of the Company's business segments, which is included in Note 18 to
the Company's Consolidated Financial Statements on page 35 of the
Company's Annual Report to Stockholders for the fiscal year ended February
28, 1994 ("1994 Annual Report to Stockholders"), is incorporated herein by
reference.
U.S. Foodservice
U.S. Foodservice consists of Specialty Foodservice Distribution and
Prepared Foods operations.
Specialty Foodservice Distribution is a nationwide sales, marketing
and distribution service for the vending and the pizza and Mexican
restaurant industries.
Vending services include the purchase and distribution of more than
2,000 different food products including candy, snacks, juices, hot
beverages and other food items. Certain products, such as premium ground
and whole-bean coffee, hot cocoa, creamer and sugar are sold under the
Company's Vendor's Select brand. Customers include vending machine
operators, office coffee service operators and other concessionaires.
Full-service inventory and shipping services are provided from the
Company's 20 distribution centers in the United States.
Pizza and Mexican restaurant services include the purchase and
distribution of fresh blended cheeses, toppings, pizza ingredients and
related foodservice items. Certain pizza ingredients are sold under the
Company's Ultimo brand. Customers include pizza and Mexican restaurants,
supermarket delicatessens and schools.
The Specialty Foodservice Distribution products and services are
marketed primarily through the operations' own sales organizations.
Prepared Foods is a nationwide processor and marketer of the
following prepared foods product lines for the U.S. foodservice markets:
frozen specialty foods, meat products, seafood products and bakery
products, including dry mixes, frozen bakery products and frozen desserts.
Frozen specialty foods consist of appetizers, Mexican entrees and
Italian entrees. Appetizers, marketed nationwide under the Fred's Frozen
Foods brand, include frozen finger foods such as breaded vegetables,
breaded cheese, egg rolls, mini burritos, mini tacos and onion rings.
Mexican entrees, marketed primarily in the Western and Southwestern United
States under the Posada and Butcher Boy brands, include burritos,
tortillas, tacos, tamales and enchiladas. Italian entrees, marketed
predominantly on the East Coast under the Rotanelli's brand, include
lasagna, ravioli, stuffed shells and tortellini. The Company has signed a
definitive agreement to sell its frozen specialty foods business. The
transaction is expected to be completed in the first half of fiscal 1995.
Meat products, marketed nationwide under the Reuben/Prepared Foods
brand, include roast beef, ham, turkey, cooked beef and corned beef. The
Company sold its meats business on May 2, 1994.
Seafood products, marketed nationwide primarily under the SeaFest and
Captain JAC brands, include surimi products made primarily from pollock.
Bakery mix products, marketed nationwide under the Multifoods and
JAMCO brands, include donut and muffin mixes, bread, roll and bagel mixes,
cake and danish mixes, cookie mixes, pizza crust mixes and fillings and
icings. Frozen bakery products are also marketed under the JAMCO brand.
The Company also manufactures and markets frozen gourmet desserts under
the Gourmet Baker, Fantasia and JAMCO brands.
The Prepared Foods products are marketed to the foodservice industry
primarily through independent distributors and brokers.
The Company also markets and exports a variety of products under the
Multifoods brand name.
Canadian Foods
Canadian Foods consists of consumer and bakery products operations.
Consumer products include consumer flour under the Robin Hood, Brodie
and Velvet brands, baking mixes under the Robin Hood brand, oat cereals
under the Robin Hood and Old Mill brands, and pickles, relishes and other
condiments under the Bick's, McLaren's, Rose, Habitant and Gattuso labels.
Consumer products are marketed throughout Canada primarily through the
operation's own sales organization, supported by advertising and other
promotional activities.
Bakery products include bakery mixes, wheat flour, durum products and
oat products under the Robin Hood brand, and frozen bakery products under
the Gourmet Baker and Fantasia brands. The bakery products are marketed
throughout Canada to retail, restaurant and wholesale bakeries and pasta
manufacturers through the operation's own sales organization and
independent distributors and brokers.
Venezuelan Foods
Venezuelan Foods consists of consumer products, bakery products and
agricultural operations.
Consumer products include wheat flour, corn flour, whole grain rice,
rice flour and oat cereals, which are sold principally under the Robin
Hood, Juana, Monica, Payara and Lassie brands.
Bakery products include wheat flour, which is sold under the Polar,
Gran Aguante, Goldrim and Elefante brands, and prepared bakery mixes,
which are sold under the Robin Hood brand. Bakery products are marketed
primarily to food processors and commercial and retail bakeries.
The Company's agricultural operation processes and markets animal
feeds, principally under the Super-S brand, to animal producers and farm
distributors.
Venezuelan Foods products are marketed through a combination of the
operation's own sales organization and independent distributors and
brokers.
Operations outside the United States are subject to risks inherent in
operating under different legal systems and various political and economic
environments. In Venezuela, among these risks are inflation and currency
volatility, which are currently affecting results. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition,"
which is included on pages 18-21 of the 1994 Annual Report to Stockholders
and is incorporated by reference in Part II, Item 7 hereof. Also among
the risks are changes in existing tax laws, possible limitations on
foreign investment and dividend repatriation, government price or foreign
exchange controls and restrictions on exchangeability of currency. At the
present time, existing limitations, controls and restrictions do not
significantly affect the Company.
Other Information Relating to the Business of the Company
Competition. All of the segments in which the Company operates are
highly competitive, with numerous competitors of varying sizes. The
Company's products compete on the basis of variety, quality, uniqueness,
product convenience, timely delivery and service as well as price.
Raw Materials. Raw materials are generally available from several
sources, and the Company believes it will continue to be able to obtain
adequate supplies.
Wheat is an important raw material used in each of the Company's
three business segments. In 1993, prolonged flooding in the Upper
Midwestern United States severely impacted the availability of quality
wheat, driving up wheat prices.
Wheat is not grown in Venezuela and adequate quantities of sorghum
are not grown in Venezuela. However, adequate Venezuelan wheat and
sorghum requirements generally are available and procured from sources in
the United States and Canada. Generally, adequate quantities of corn,
which is grown in Venezuela, are available locally. In the event of a
local shortage of corn, the Company has, from time to time, purchased corn
from the world market.
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 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 three environmentally contaminated sites. The Company
recognizes that its potential exposure with respect to each of these sites
may be joint and several. However, based upon several factors such as the
volume of material contributed to the sites, the number and financial
viability of other PRP's, allocations of volumetric waste contributions to
other PRP's, remediation cost estimates and the present status of the
proceedings involving such sites, the Company has concluded that its
probable aggregate exposure in regard to such sites is not material.
Employees. As of February 28, 1994, the Company and its subsidiaries
had 8,390 employees.
Item 2. Properties.
The Company's principal executive offices are located in Minneapolis,
Minnesota in leased office space. The Company operates numerous
processing and distribution facilities throughout the United States,
Canada and Venezuela. Management believes that the Company's facilities
are suitable and adequate for the business activities conducted therein.
U.S. Foodservice
In the United States, the Company owns four and leases 24 warehouses
and distribution centers aggregating approximately 2.1 million square
feet. These facilities are located in Commerce, Corona, Fremont, Ontario
and Rialto, California; Denver, Colorado; East Windsor, Connecticut;
Orlando, Florida; Atlanta, Georgia; Danville and Woodridge, Illinois;
Kansas City, Kansas; Louisville, Kentucky; Billerica, Massachusetts;
Belleville, Michigan; Minneapolis and Rice, Minnesota; Greensboro, North
Carolina; Paulsboro and Parsippany, New Jersey; Twinsburg, Ohio; Memphis,
Tennessee; Dallas, Grand Prairie and Houston, Texas; Seattle, Washington;
and Pewaukee, Wisconsin.
The Company operates 15 cash and carry distribution locations, 11 of
which are separate from the Company's other distribution centers. All
except two of the cash and carry distribution locations are leased.
The Company owns 13 and leases four processing facilities. These
processing facilities have a combined annual production capacity of
approximately 1.1 billion pounds and are located in La Mirada, Los
Angeles, Riverside and San Francisco, California; Melrose Park, Illinois;
Nobelsville, Indiana; Bonner Springs, Kansas; Malden, Massachusetts;
Motley, Minnesota; Carthage, Piedmont and Sedalia, Missouri; Albuquerque
and Santa Teresa, New Mexico; Lockport and New Rochelle, New York; and
Elyria, Ohio.
The processing facility located in Santa Teresa, New Mexico was
transferred in connection with the sale of the Company's meats business on
May 2, 1994. The distribution facility located in Rialto, California and
the processing facilities located in Riverside, California; Nobelsville,
Indiana; Carthage and Piedmont, Missouri; Albuquerque, New Mexico; and New
Rochelle, New York will be sold or transferred in connection with the sale
of the Company's frozen specialty foods business.
Canadian Foods
In Canada, the Company's administrative offices are located in
Markham, Ontario in leased office space. The Company owns nine and leases
three processing facilities. These processing facilities have a combined
annual production capacity of approximately 1.6 billion pounds and are
located in Burnaby and Vancouver, British Columbia; Winnipeg, Manitoba;
Burlington, Dunville, Port Colborne, Scarborough, Simcoe and Toronto,
Ontario; Montreal, Quebec; and Saskatoon, Saskatchewan.
The Company also maintains five distribution and sales offices in
Canada.
Venezuelan Foods
In Venezuela, the Company's administrative offices are Company-owned
and located in Caracas. The Company owns 14 processing facilities and
leases one processing facility. These processing facilities have a
combined annual production capacity of approximately 2.9 billion pounds
and are located in Barcelona, Anzoategui; Puerto Cabello and Valencia,
Carabobo; Calabozo, Guarico; Acarigua and Araure, Portuguesa; Cumana,
Sucre; and Maracaibo, Zulia.
The Company owns five and leases nine warehouse and storage
facilities aggregating approximately 100,000 square feet. Additionally,
the Company owns seven grain storage facilities, owns one and leases 16
agricultural distribution centers and operates two Company-owned
hatcheries and one leased hatchery.
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, 1994.
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 19 to the
Company's Consolidated Financial Statements on page 36 of the Company's
1994 Annual Report to Stockholders, are incorporated herein by reference.
As of May 2, 1994, there were 4,942 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1990 through 1994 in the "Six-Year
Comparative Summary" on page 37 of the Company's 1994 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"),
Note 17 ("Post-retirement Health and Life Insurance Benefits") and Note
20("Subsequent Events") to the Company's Consolidated Financial Statements
on pages 27, 34 and 36, respectively, of the Company's 1994 Annual Report
to Stockholders is also incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The information under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 18
through 21 of the Company's 1994 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, 1994 and February 28, 1993, and
for each of the fiscal years in the three-year period ended February 28,
1994, and the Notes to the Company's Consolidated Financial Statements on
pages 22 through 36 of the Company's 1994 Annual Report to Stockholders
are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The section under the heading "Election of Directors" on pages 3
through 5 and the section entitled "Compliance with Section 16(a) of the
Exchange Act" on page 19 of the Company's Proxy Statement dated May 16,
1994 ("1994 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, 1994. Unless otherwise noted, the positions described are
positions with the Company or its subsidiaries.
Name Age Positions Held Period
Anthony Luiso 50 Chairman of the Board,
President and Chief
Executive Officer 1989 to present
President, Chief
Operating Officer and
a Director 1988 to 1989
Frank W. Bonvino 52 Vice President, General
Counsel and Secretary 1992 to present
Vice President and
Associate General Counsel 1991 to 1992
Associate General Counsel 1986 to 1991
Duncan H. Cocroft 50 Vice President-Finance and
Chief Financial Officer 1990 to present
Vice President,
SmithKline Beecham 1989 to 1990
Vice President and Treasurer,
SmithKline Beckman 1987 to 1989
Jay I. Johnson 56 Group Vice President 1988 to present
Robert F. Maddocks 63 Vice President-Human
Resources 1990 to present
Consultant 1988 to 1990
Senior Vice President-Human
Resources,
Beatrice U.S. Food 1985 to 1988
A. Harry Vis 62 Group Vice President 1993 to present
President-Robin Hood
Multifoods Inc. 1989 to present
The executive officers of the Company are elected annually by the
Board of Directors.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on page 7 and the section entitled "Executive
Compensation" on pages 11 through 17 of the Company's 1994 Proxy Statement
are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The section entitled "Security Ownership of Certain Beneficial Owners
and Management" on pages 2 and 3 of the Company's 1994 Proxy Statement is
incorporated herein by reference.
For purposes of computing the market value of the Company's Common
Stock held by nonaffiliates of the Company on the cover page of this
report, all executive officers and directors of the Company are considered
to be affiliates of the Company. This does not represent an admission by
the Company or any such person as to the affiliate status of such person.
All shares of the Company's Cumulative Redeemable Sinking Fund First
Preferred Capital Stock, Series A, C, D and E, par value $100 per share,
have been excluded from such computation of market value because such
shares are not actively traded.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Documents Filed as a Part of this Report
1. Financial Statements
The following consolidated financial statements of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon, included in the Company's 1994 Annual Report to
Stockholders, are incorporated by reference in Part II, Item 8 hereof:
Independent Auditors' Report
Consolidated Balance Sheets - February 28, 1994 and
February 28, 1993
Consolidated Statements of Operations - Years ended
February 28, 1994, February 28, 1993 and February 29,
1992
Consolidated Statements of Cash Flows - Years ended
February 28, 1994, February 28, 1993 and
February 29, 1992
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The consolidated financial statement schedules of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon required to be filed as part of this report are listed
below and are included at the end of this report.
Independent Auditors' Report
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-term Borrowings
Schedule X - Supplementary Earnings Statement
Information
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.
4.1 Indenture, dated as of January 1, 1990, between International
Multifoods Corporation and 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 Morgan Guaranty Trust Company of
New York (incorporated herein by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.3 Officers' Certificate, with exhibits thereto, establishing
the terms of the series of securities issuable under the Indenture, dated
as of January 1, 1990, as supplemented by the First Supplemental
Indenture, dated as of May 29, 1992, between International Multifoods
Corporation and Morgan Guaranty Trust Company of New York (incorporated
herein by reference to Exhibit 4.3 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among
International Multifoods Corporation, Morgan Guaranty Trust Company of New
York and The Depository Trust Company (incorporated herein by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1993).
The Company hereby agrees to furnish to the Securities and
Exchange Commission upon request copies of all other instruments defining
the rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended as
of March 1, 1993, between International Multifoods Corporation and Norwest
Bank Minnesota, N.A., with exhibits thereto (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-A
dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated
March 1, 1993 to the Company's Registration Statement on Form 8-A dated
October 11, 1990).
10.2 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.3 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-6223)).*
10.4 1983 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 2-84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as
of November 16, 1990, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1990 and Exhibit 10(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference to Exhibit
10(b) to the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1990 and Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1991).*
10.7 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H.
Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by
reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1991).*
10.8 Restricted Stock Award Agreement, dated as of December 11,
1992, between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.9 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of September 17, 1993 (incorporated
herein by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.10 Management Benefit Plan of International Multifoods
Corporation, Restated Effective September 17, 1993 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1993).*
10.11 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.12 Executive Employees' Pension Plan of Robin Hood Multifoods
Inc., as amended to date.*
10.13 Pension Trust Agreement, dated as of June 30, 1992, between
Robin Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.*
10.14 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental pension
benefits.*
10.15 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).*
10.16 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).*
10.17 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended November 30,
1993).*
10.18 Trust Agreement, dated February 25, 1991, between
International Multifoods Corporation and Bank of America NT and SA
relating to the Supplemental Retirement Benefit for Anthony Luiso
(incorporated herein by reference to Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.19 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Anthony Luiso (incorporated herein by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 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).*
10.21 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).*
10.22 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).*
10.23 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).*
10.24 Asset Purchase Agreement dated November 15, 1991 between AGP,
L.P. (as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The
Pickaway Grain Company (as the sellers) (incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report on Form 8-K dated
December 2, 1991).
10.25 Share Purchase Agreement dated November 15, 1991 between AGP,
Inc. (as the purchaser) and Damca International Corporation and Robin Hood
Multifoods, Inc. (as the sellers) (incorporated herein by reference to
Exhibit 2(b) to the Company's Current Report on Form 8-K dated December 2,
1991).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1994 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.
*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, 1994.
(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 13, 1994 By /s/ Anthony Luiso
Anthony Luiso
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Anthony Luiso Chairman of the Board, President May 13, 1994
Anthony Luiso and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Duncan H. Cocroft Vice President - Finance May 13, 1994
Duncan H. Cocroft and Chief Financial Officer
(Principal Financial Officer)
/s/ Edgardo E. Rodriguez Vice President and May 13, 1994
Edgardo E. Rodriguez Controller
(Principal Accounting Officer)
/s/ William A. Andres Director May 13, 1994
William A. Andres
/s/ James G. Fifield Director May 13, 1994
James G. Fifield
/s/ Robert M. Price Director May 13, 1994
Robert M. Price
/s/ Nicholas L. Reding Director May 13, 1994
Nicholas L. Reding
/s/ Jack D. Rehm Director May 13, 1994
Jack D. Rehm
/s/ Lois D. Rice Director May 13, 1994
Lois D. Rice
/s/ Peter S. Willmott Director May 13, 1994
Peter S. Willmott
Independent Auditors' Report
The Board of Directors and Shareholders
International Multifoods Corporation:
Under date of April 13, 1994, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1994 and 1993 and the related consolidated statements of
operations and cash flows for each of the years in the three-year period
ended February 28, 1994, as contained in the 1994 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, 1994. In connection with our
audits of the aforementioned consolidated financial statements, we also
have audited the related consolidated financial statement schedules listed
in Item 14. These consolidated financial statement schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statement schedules
based on our audits.
In our opinion, such consolidated financial statement schedules, when
considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the
information set forth therein.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
April 13, 1994
Schedule V
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Property, Plant and Equipment (a)
(in thousands)
Foreign
Balance at exchange Balance
beginning Additions and other at end
Description of year at cost Acquisitions(b) Retirements changes(d) of year
Year ended February 28, 1994
Land $ 10,814 $ 540 $ - $ (284) $ (337) $ 10,733
Buildings and improvements 106,641 11,799 156 (4,741) (6,114) 107,741
Machinery and equipment 216,384 20,714 1,489 (9,989) (14,760) 213,838
Transportation equipment 5,775 358 31 (1,344) (142) 4,678
Improvements in progress 22,314 18,493 - - (2,067) 38,740
$361,928 $51,904 $ 1,676 $(16,358) $(23,420)(e) $375,730
Year ended February 28, 1993
Land $ 9,391 $ 1,335 $ 347 $ - $ (259) $ 10,814
Buildings and improvements 93,995 12,863 2,867 (1,104) (1,980) 106,641
Machinery and equipment 194,347 28,539 6,378 (5,307) (7,573) 216,384
Transportation equipment 5,972 522 44 (324) (439) 5,775
Improvements in progress 19,644 2,424 1,917 - (1,671) 22,314
$323,349 $45,683 $11,553 $ (6,735) $(11,922) $361,928
Year ended February 29, 1992
Land $ 11,260 $ 1,278 $ 750 $ (3,593) $ (304) $ 9,391
Buildings and improvements 102,215 18,803 7,751 (27,805) (6,969) 93,995
Machinery and equipment 206,666 36,367 9,558 (49,097) (9,147) 194,347
Transportation equipment 15,964 585 185 (10,574) (188) 5,972
Improvements in progress 30,234 (5,854) - (3,079) (1,657) 19,644
$366,339 $51,179 $18,244 $(94,148)(c) $(18,265)(f) $323,349
Notes: (a) Generally, depreciable lives for owned property range from 20 to
50 years for buildings, 5 to 25 years for machinery and equipment
and 3 to 30 years for transportation equipment. Leasehold
improvements are depreciated over terms of leases or useful
life of property, whichever is less.
(b) Businesses acquired for cash and notes.
(c) Includes approximately $78.2 million from the sale of North
American agribusinesses.
(d) Foreign exchange represents translation adjustments arising from
changes in rates of exchange.
(e) Includes $6.1 million write-down of Meats business assets to
expected realizable value and other asset write-downs of $4.5
million primarily related to the closing of certain U.S. and
Canadian facilities.
(f) Includes other changes of $10.8 million which principally
represent capital lease terminations.
Schedule VI
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Accumulated Depreciation and Amortization of Property, Plant and Equipment
(in thousands)
Additions Foreign
Balance at charged to exchange
beginning costs and and other Balance at
Description of year expenses Retirements changes(a) end of year
Year ended February 28, 1994
Buildings and improvements $ 23,504 $ 4,695 $ (1,329) $ 27 $ 26,897
Machinery and equipment 88,801 19,684 (7,525) (1,571) 99,389
Transportation equipment 3,904 562 (850) (63) 3,553
$116,209 $24,941 $ (9,704) $(1,607) $129,839
Year ended February 28, 1993
Buildings and improvements $ 20,645 $ 4,459 $ (1,087) $ (513) $ 23,504
Machinery and equipment 77,959 18,546 (4,719) (2,985) 88,801
Transportation equipment 3,462 785 (259) (84) 3,904
$102,066 $23,790 $ (6,065) $(3,582) $116,209
Year ended Feburary 29, 1992
Buildings and improvements $ 31,624 $ 4,894 $(12,023) $(3,850) $ 20,645
Machinery and equipment 88,797 17,900 (24,203) (4,535) 77,959
Transportation equipment 6,688 1,914 (4,799) (341) 3,462
$127,109 $24,708 $(41,025)(b) $(8,726)(c) $102,066
Note: (a) Foreign exchange represents translation adjustments arising
from changes in rates of exchange.
(b) Includes approximately $31.3 million from the sale of North
American agribusinesses.
(c) Includes other changes of $6.4 million which principally
represent capital lease terminations.
Schedule VIII
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1994
(in thousands)
Additions
----------------------
Balance at Net charges Balance
beginning to costs and at end
Description of year expenses Other Deductions of year
Allowance deducted from assets
for doubtful receivables:
Year ended February 28, 1994 $5,611 $3,783 $ - $4,175(b) $5,219(c)
Year ended February 28, 1993 $5,153 $2,953 $ 91(a) $2,586(b) $5,611(c)
Year ended February 29, 1992 $5,388 $3,014 $505(a) $3,754(b) $5,153(c)
Notes: (a) Acquired in purchase of businesses.
(b) Deductions include accounts charged off, net of recoveries, and
foreign currency translation adjustments which arise from changes
in current rates of exchange. Foreign currency translation
adjustments were $116,000, $90,000, and $101,000 in 1994, 1993,
and 1992, respectively. 1992 also includes $467,000 from the
sale of businesses.
(c) Classified in the balance sheets as follows:
1994 1993 1992
Trade accounts receivable $5,187 $5,433 $4,921
Miscellaneous receivables - current 32 178 232
$5,219 $5,611 $5,153
Schedule IX
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Short-term Borrowings
Three years ended February 28, 1994
(dollars in thousands)
Weighted
Weighted Maximum amount Average daily daily average
Balance at average outstanding amount outstanding interest rate
Description end of year interest rate(c) during the year during the year during the year(c)
February 28, 1994
Commercial paper (a) $26,154(e) 3.67% $ 70,152(e) $40,604(e) 4.22%
Notes payable (b) - U.S. $19,000 3.68% $ 59,000 $11,815 3.30%
- Non-U.S. 13,497 45.65%(d) 15,031 8,865 26.85%(d)
- Total $32,497(e) 21.11% $ 74,031(e) $20,680(e) 11.34%
February 28, 1993
Commercial paper (a) $ 9,841(e) 6.69% $ 33,282(e) $24,342(e) 5.29%
Notes payable (b) - U.S. $ - - $ 11,963 $ 8,984 3.60%
- Non-U.S. 14,028 4.47%(d) 44,297 25,246 18.60%(d)
- Total $14,028(e) 4.47% $ 56,260(e) $34,230(e) 14.69%
February 29, 1992
Commercial paper (a) $ -(e) - $ 72,182(e) $31,606(e) 6.68%
Notes payable (b) - U.S. $ - - $ 91,157 $25,978 5.94%
- Non-U.S. 45,939 26.26%(d) 36,143 40,698 27.20%(d)
- Total $45,939(e) 26.26% $127,300(e) $66,676(e) 18.68%
Notes: (a) Commercial paper matures generally no more than six months from
date of issue with no provisions for the extension of its
maturity.
(b) Notes Payable include amounts under the Company's revolving
credit agreements (see Note 9 of Notes to Consolidated Financial
Statements of the 1994 Annual Report to Stockholders).
Borrowings in Venezuela include amounts under uncommitted lines
of credit.
(c) Excludes bank fees for credit lines of other borrowing
facilities.
(d) Non-U.S. weighted average and weighted daily average interest
rates are computed on a basis which includes the Venezuela
interest costs that have been reclassified to cost of sales.
(e) The Company classified certain short-term borrowings as long-
term as a result of the Company's intent to refinance this debt
on a long-term basis and the availability of such financing under
the terms of the Company's revolving credit agreements. If the
classifications had not been made, the maximum amount and average
daily amount of total notes payable outstanding would have been
$149,031,000 and $26,133,000, respectively, for the fiscal year
ended February 28, 1994, $69,270,000 and $35,720,000,
respectively, for the fiscal year ended February 28, 1993, and
$177,770,000 and $69,254,000, respectively, for the fiscal year
ended February 29, 1992. The maximum amount and the average
daily amount of commercial paper outstanding would have been
$131,590,000 and $98,172,000, respectively, for the fiscal year
ended February 28, 1994,$115,539,000 and $86,041,000,
respectively, for the fiscal year ended February 28, 1993, and
$72,182,000 and $49,964,000, respectively, for the fiscal year
ended February 29, 1992.
Schedule X
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Supplementary Earnings Statement Information
Three years ended February 28, 1994
(in thousands)
Charged to Costs and Expenses
1994 1993 1992
Description
Maintenance and repairs $20,790 $20,299 $27,800
Other items requiring disclosure are not shown as they individually are
less than 1% of net sales.
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994
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.
4.1 Indenture, dated as of January 1, 1990, between International
Multifoods Corporation and 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 Morgan Guaranty Trust Company of
New York (incorporated herein by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1993).
4.3 Officers' Certificate, with exhibits thereto, establishing the
terms of the series of securities issuable under the Indenture, dated as
of January 1, 1990, as supplemented by the First Supplemental Indenture,
dated as of May 29, 1992, between International Multifoods Corporation
and Morgan Guaranty Trust Company of New York (incorporated herein by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among
International Multifoods Corporation, Morgan Guaranty Trust Company of
New York and The Depository Trust Company (incorporated herein by
reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
The Company hereby agrees to furnish to the Securities and Exchange
Commission upon request copies of all other instruments defining the
rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended as of
March 1, 1993, between International Multifoods Corporation and Norwest
Bank Minnesota, N.A., with exhibits thereto (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-
A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated
March 1, 1993 to the Company's Registration Statement on Form 8-A dated
October 11, 1990).
10.2 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.3 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.4 1983 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 2-
84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as of
November 16, 1990, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1990 and Exhibit 10(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference to
Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 and Exhibit 10(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1991).*
10.7 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H.
Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by
reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1991).*
10.8 Restricted Stock Award Agreement, dated as of December 11, 1992,
between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.9 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of September 17, 1993 (incorporated
herein by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.10 Management Benefit Plan of International Multifoods Corporation,
Restated Effective September 17, 1993 (incorporated herein by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.11 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.12 Executive Employees' Pension Plan of Robin Hood Multifoods Inc.,
as amended to date.*
10.13 Pension Trust Agreement, dated as of June 30, 1992, between
Robin Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.*
10.14 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental pension
benefits.*
10.15 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).*
10.16 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).*
10.17 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended November
30, 1993).*
10.18 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Supplemental Retirement Benefit for Anthony Luiso (incorporated herein by
reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993).*
10.19 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Anthony Luiso (incorporated herein by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 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).*
10.21 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).*
10.22 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).*
10.23 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).*
10.24 Asset Purchase Agreement dated November 15, 1991 between AGP,
L.P. (as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The
Pickaway Grain Company (as the sellers) (incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report on Form 8-K dated
December 2, 1991).
10.25 Share Purchase Agreement dated November 15, 1991 between AGP,
Inc. (as the purchaser) and Damca International Corporation and Robin
Hood Multifoods, Inc. (as the sellers) (incorporated herein by reference
to Exhibit 2(b) to the Company's Current Report on Form 8-K dated
December 2, 1991).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1994 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.
*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.
GRAPHIC MATERIAL CROSS-REFERENCE PAGE
Annual Report on Form 10-K
Exhibit 13 (Selected portions of the Company's 1994 Annual Report to
Stockholders)
Five bar graphs, which have been omitted from the EDGAR version of
Exhibit 13, are included under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 18-21
of the Company's 1994 Annual Report to Stockholders. The text and
numbers used in each of the bar graphs, identified below, are contained
in a table in the EDGAR version of Exhibit 13 in the location where the
respective bar graph appears in the printed version of the Company's 1994
Annual Report to Stockholders.
Bar Graphs:
Net Sales for each of the fiscal years in the three-year period ended
February 28, 1994 - page 18 of the Company's 1994 Annual Report to
Stockholders
Segment Earnings for each of the fiscal years in the three-year period
ended February 28, 1994 - page 18 of the Company's 1994 Annual Report to
Stockholders
Debt to Total Capitalization as of February 29, 1992, February 28, 1993
and February 28, 1994 - page 20 of the Company's 1994 Annual Report to
Stockholders
Cash Flow from Earnings, Depreciation and Amortization for each of the
fiscal years in the three-year period ended February 28, 1994 - page 21
of the Company's 1994 Annual Report to Stockholders
Capital Expenditures for each of the fiscal years in the three-year
period ended February 28, 1994 - page 21 of the Company's 1994 Annual
Report to Stockholders