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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 East Lake Street, Wayzata, Minnesota 55391
(Address of principal executive offices) (Zip Code)
(612) 594-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Common Stock (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 10K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.10 per
share, held by non-affiliates of the registrant (see Item 12 hereof) as
of May 1, 1998 (based on the closing sale price of $30.3125 per share as
reported in the consolidated transaction reporting system on such date)
was $565,350,344.
The number of shares outstanding of the registrant's Common Stock,
par value $.10 per share, as of May 1, 1998 was 18,798,341.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1998 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 19, 1998 are incorporated by reference
into Part III.
PART I
Item 1. Business.
General
International Multifoods Corporation, incorporated in Delaware in
1969 as the successor to a business founded in 1892, operates
foodservice distribution businesses in the United States and food
manufacturing businesses in the United States, Canada and Venezuela.
Unless indicated otherwise or the context suggests otherwise, the term
"Company," as used in this Report, means International Multifoods
Corporation and its consolidated subsidiaries.
In fiscal year 1998, the Company divested its food exporting
business.
The Company's business segments are Multifoods Distribution Group,
North America Foods and Venezuela Foods. 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, 1998 ("1998 Annual
Report to Stockholders"), is incorporated herein by reference.
Multifoods Distribution Group
The Multifoods Distribution Group segment includes the Company's
vending distribution business and the foodservice distribution business.
During fiscal 1998, the Company exited its food exporting business and,
therefore, the results of such business have been removed from the
results of the Multifoods Distribution Group segment. No single
customer accounts for a significant portion of the segment's sales.
Vending Distribution. The Company is the largest U.S. vending
distributor, serving approximately 20,000 vending and office coffee
service operators and other concessionaires. The Company distributes
and sells more than 8,000 food products consisting primarily of candy,
snacks, frozen and refrigerated products, pastries, hot beverages and
juices. Most of the products are nationally advertised brand products.
The Company also sells certain products, such as premium ground and
whole-bean coffee, hot cocoa, creamer and sugar, under its own private
labels, VENDOR'S SELECT and GRINDSTONE CAFE. Deliveries are made
directly to vending and office coffee service operators from 19
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 165 tractors
and approximately 175 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.
Foodservice 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, cleaning
supplies 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 230 tractors
and 290 trailers, a majority of which are leased by the Company.
The foodservice 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.
North America Foods
The North America Foods segment consists of two units, U.S. Foods
and Robin Hood Multifoods. In addition, the North America Foods segment
operates a Canadian frozen bakery business that it is presently
attempting to divest. No single customer accounts for a significant
portion of the segment's sales.
U.S. Foods. The U.S. Foods unit produces approximately 3,000
products for retail, in-store and wholesale bakeries and foodservice
customers in the United States. The Company produces bakery mix
products, including mixes for breads, rolls, bagels, donuts, muffins,
danish, cakes, cookies, brownies, bars and pizza crusts, as well as
fillings and icings. Bakery mix products are marketed under its
MULTIFOODS and JAMCO brands. In addition, the Company manufactures and
markets frozen desserts under its MULTIFOODS, GOURMET BAKER and FANTASIA
brands. Bakery products are marketed through the Company's own sales
organization and independent distributors and brokers.
The Company encounters significant competition in the bakery
products market. The Company is a leading supplier of bakery mixes to
retail and in-store bakeries in 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 on the basis of product quality and uniqueness, product
convenience, brand loyalty, timely delivery and customer service as well
as price.
Robin Hood Multifoods. The Robin Hood Multifoods unit combines the
Company's Canada consumer foods business with its Canada bakery mix
business. The consumer foods business is the leading marketer in Canada
of flour and specialty baking mixes sold to consumers. More than 40
consumer baking mixes are sold under the Company's ROBIN HOOD brand,
while consumer flour is sold under the Company's ROBIN HOOD, 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. The Company produces bakery mix
products, wheat flour and durum and oat products for retail, in-store
and wholesale bakeries and foodservice customers in Canada. Such
products are sold under the Company's ROBIN HOOD brand.
The products of Robin Hood Multifoods are marketed primarily
through the Company's own sales organization, supported by advertising
and other promotional activities. The Company's competitors in Canada
include both large corporations and regional producers. The Company
competes on the basis of product quality, product convenience, the
ability to identify and satisfy emerging consumer preferences, brand
loyalty, timely delivery and customer service as well as price.
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 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 18
through 21 of the 1998 Annual Report to Stockholders and is incorporated
by reference in Part II, Item 7, hereof.
Divested Businesses
The Company's Divested Businesses segment consists of the Company's
former food exporting business which was divested in fiscal year 1998.
This business was principally involved in the international trading of
food products. A significant portion of the sales of the food exporting
business was to a major customer that distributes food products in
Russia. During fiscal 1998, the Company entered into an exit agreement
to wind down its business with the major customer. The Company's
results of operations could be materially adversely affected if the
customer is unable to meet its commitments to the Company under the exit
agreement. In addition, in fiscal 1998, the Company was notified that
approximately $6 million in Company-owned inventory was stolen from a
ship in the port of St. Petersburg, Russia. The Company believes, based
on the facts known to date, that the loss is covered by insurance. If
the loss from the theft of product is not covered by insurance, the
Company would likely recognize a material charge to its results of
operations. See "Management's Discussion and Analysis of Results of
Operations and Financial Condition," which is included on pages 18
through 21 of the 1998 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
significant 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 foodservice distribution business purchases products
directly from numerous manufacturers, processors and independent
suppliers. The Company's foodservice 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.
On December 3, 1996, Curtice-Burns Foods, Inc. and Curtice Burns
Meat Snacks, Inc. (together, "Curtice-Burns") filed a third-party
complaint against the Company in the United States District Court for
the District of Oregon. The complaint was filed in connection with a
civil lawsuit commenced in October 1996 by Oberto Sausage Company of
Oregon ("Oberto") against Curtice-Burns. The third-party complaint
alleges that the Company caused or contributed to the environmental
contamination of certain real property, and groundwater beneath the real
property, located in Albany, Oregon. The Company operated a meat-snack
manufacturing plant on the property for a period of 10 years until 1986,
when the Company sold the business to Curtice-Burns. Curtice-Burns
subsequently sold the property to Oberto. Curtice-Burns is seeking
declaratory and monetary relief against the Company under theories of
strict liability, contribution for remedial action costs under Oregon
and federal statutes, and indemnity. Curtice-Burns is seeking damages
in excess of $35,000, the cost of all past, present and future remedial
action related to the environmental contamination of the property and
the groundwater beneath the property, and costs and disbursements
incurred in litigating this matter. Oberto has asserted similar causes
of action and is seeking similar relief against Curtice-Burns in the
underlying lawsuit. The parties to the lawsuit are in the discovery
stage and the Company intends to vigorously defend itself in the
lawsuit. The Company has also tendered defense of the lawsuit to the
Company's primary general liability insurance carrier during the period
of time at issue in the lawsuit.
On January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a
third-party complaint against the Company in the Circuit Court of Linn
County, Oregon. The third-party complaint alleges that the Company,
through its former subsidiary Crown Industries, Inc. ("Crown"), caused
the environmental contamination of certain real property, and the
groundwater beneath the real property, located in Albany, Oregon. At
the time of the Company's acquisition of Crown in 1976, Crown owned the
subject real property and leased it to an operator of a retail gasoline
service station. The Company sold the subject real property in 1981.
VIP's has alleged that the Company is strictly liable under Oregon law
for costs of removal of contamination and remediation of the subject
real property. VIP's is seeking damages in excess of $210,000, the cost
of all past, present and future remedial action related to the
contamination of the real property and the groundwater beneath the real
property. The parties to the lawsuit are in the initial stages of
discovery and the Company intends to vigorously defend itself in the
lawsuit. The Company has also tendered defense of the lawsuit to the
Company's primary general liability insurance carrier during the period
of time at issue in the lawsuit.
Employees. As of February 28, 1998, the Company and its
subsidiaries had 6,807 employees.
Cautionary Statement Relevant to Forward-Looking Information
This Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. In addition,
the Company and its representatives may from time to time make written
and oral forward-looking statements. These forward-looking statements
are based on current expectations or beliefs, including, but not limited
to, statements concerning the Company's operations and financial
performance and condition. For this purpose, statements that are not
statements of historical fact may be deemed to be forward-looking
statements. The Company cautions that these statements by their nature
involve risks and uncertainties, and actual results may differ
materially depending on a variety of important factors, including, among
others, the impact of competitive products and pricing; market
conditions and weather patterns that may affect the costs of grain and
other raw materials; changes in laws and regulations; the inability of
the Company to obtain the estimated fair market value of its Canadian
frozen bakery business, which is being held for sale; the inability of
the Company to either resolve the Company's "Year 2000" issues or to
accurately estimate the cost associated with "Year 2000" compliance;
economic and political conditions in Venezuela including inflation,
currency volatility, possible limitations on foreign investment,
exchangeability of currency, dividend repatriation and changes in
existing tax laws; economic or political instability in Russia including
the possibility of tariff law changes or other marketplace changes and
restrictions; the inability of the major customer of the Company's
former food exporting business to meet remaining commitments; the
inability of the Company to collect insurance proceeds related to the
theft of inventory from the port of St. Petersburg, Russia; fluctuations
in foreign exchange rates; risks commonly encountered in international
trade; and other factors as may be discussed in the Company's reports
filed with the Securities and Exchange Commission.
Item 2. Properties.
The Company's principal executive offices are located in Wayzata,
Minnesota in owned office space. Several of the Company's subsidiaries
also own or lease office space. The Company operates numerous
processing and distribution facilities throughout the United States,
Canada and Venezuela. The Company believes that its facilities are
suitable and adequate for current production or distribution volumes.
Multifoods Distribution Group
The Company owns two and leases 17 distribution centers aggregating
approximately 1.5 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; Paulsboro and Parsippany, New Jersey; Greensboro, North
Carolina; Twinsburg, Ohio; Memphis, Tennessee; Dallas and Houston,
Texas; and Kent, Washington.
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 900,000 square feet for its foodservice
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 two and leases 10 warehouse facilities. In
addition, the Company owns one and leases 12 agricultural distribution
centers.
The Company also operates two Company-owned hatcheries and one
leased hatchery and operates four Company-owned and 12 leased poultry
farms.
Item 3. Legal Proceedings.
Neither the Company nor any of its subsidiaries is a party to any
legal proceeding that is material to the business or financial condition
of the Company. See the information under the heading "Other
Information Relating to the Business of the Company - Environmental
Regulation" in Item 1 above for a description of environmental matters
in which the Company is involved.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the
Company during the fourth quarter of the fiscal year ended February 28,
1998.
EXECUTIVE OFFICERS OF THE COMPANY.
The information contained in Item 10 in Part III hereof under the
heading "Executive Officers of the Company" is incorporated by reference
in Part I of this Report.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Company's Common Stock is listed on the New York Stock
Exchange. The high and low sales prices for the Company's Common Stock
as reported in the consolidated transaction reporting system and the
amount of the cash dividends paid on the Company's Common Stock for each
quarterly period within the two most recent fiscal years, shown in Note
18 to the Company's Consolidated Financial Statements on page 38 of the
1998 Annual Report to Stockholders, are incorporated herein by
reference.
As of May 1, 1998, there were 4,569 holders of record of the Common
Stock of the Company.
On May 9, 1997, the Company granted to Stern Stewart & Co., a
partnership ("Stern Stewart"), an option to purchase 48,000 shares of
the Company's Common Stock (the "Option") in a transaction that was not
registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Option was granted pursuant to a non-qualified stock option
agreement between Stern Stewart and the Company (the "Option Agreement")
in lieu of $400,000 of cash compensation, as partial payment of the fee
owed by the Company to Stern Stewart for consulting services. The
Option has an exercise price of $25 per share and may be exercised at
any time during the period commencing on May 9, 2000 and ending on May
9, 2002; provided, however, that the Option may be exercised sooner
following the occurrence of a "Change of Control" of the Company as
defined in the Option Agreement. In addition, in the event of a Change
of Control of the Company prior to May 9, 2002, in lieu of exercising
the Option, Stern Stewart may elect to receive from the Company $400,000
in cash in consideration of cancellation of the Option. The Option was
granted in a transaction exempt pursuant to Section 4(2) of the
Securities Act. The Company has agreed to file a registration statement
under the Securities Act for the resale of the shares of Common Stock of
the Company issued to Stern Stewart upon its exercise of the Option.
The Company has agreed to file such registration statement upon the
written request of Stern Stewart; provided, however, that Stern Stewart
may not make any such request prior to the earlier to occur of (i) a
Change of Control of the Company or (ii) March 15, 2000.
Item 6. Selected Financial Data.
The information for fiscal years 1994 through 1998 in the "Six-Year
Comparative Summary" on page 17 of the 1998 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 3 ("Unusual
Items") to the Company's Consolidated Financial Statements on page 28 of
the 1998 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 1998 Annual Report to Stockholders is incorporated
herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The Independent Auditors' Report, the Company's Consolidated
Financial Statements as of February 28, 1998 and February 28, 1997, and
for each of the fiscal years in the three-year period ended February 28,
1998, and the Notes to the Company's Consolidated Financial Statements
on pages 22 through 38 of the 1998 Annual Report to Stockholders are
incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The section under the heading "Election of Directors" on pages 4
through 8 and the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 25 of the Company's Proxy Statement dated
May 14, 1998 ("1998 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, 1998. Unless otherwise noted, the positions
described are positions with the Company or its subsidiaries.
Name Age Positions Held Period
- ---- --- -------------- ------
Gary E. Costley 54 Chairman of the Board, January 1, 1997
President and Chief Executive to present
Officer
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
Jeffrey E. Boies 53 Vice President and President, April 17, 1998
Multifoods Distribution to present
Group, Inc.
President, Multifoods 1997 to 1998
Distribution Group, Inc.
President, VSA, Inc. 1996 to 1997
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
Frank W. Bonvino 56 Vice President, General Counsel 1992 to present
and Secretary
Anthony T. Brausen 38 Vice President and Treasurer September 20, 1996
to present
Treasurer 1996
Assistant Treasurer and 1995 to 1996
Director of Investor Relations
Assistant Controller - 1994
Financial Reporting and Director
of Investor Relations
Assistant Controller - 1991 - 1994
Financial Reporting
Dennis R. Johnson 46 Vice President and Controller December 15, 1995
to present
Assistant Controller - 1993 to 1995
Operations and Tax
Assistant Controller - Operations 1987 to 1993
Jill W. Schmidt 39 Vice President, Communications June 1, 1997
to present
Vice President of 1995 to 1997
Tunheim Santrizos Co.
Account Supervisor of 1992 to 1995
Tunhaim Santrizos Co.
William L. Trubeck 51 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.
Donald H. Twiner 57 President, Robin Hood June 1, 1997
Multifoods Inc. to present
President - Consumer Foods 1989 to 1997
Division of Robin Hood
Multifoods Inc.
Robert S. Wright 51 Vice President and President, 1995 to present
North America Foods
President, Specialty Brands 1994 to 1995
Division of Foodbrands
America, Inc.
President, Prepared Foods 1992 to 1994
Division of International
Multifoods Corporation
The executive officers of the Company are elected annually by the
Board of Directors with the exception of the Presidents of the Company's
business units, who hold appointed offices.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on pages 7 and 8 and the section entitled
"Executive Compensation" on pages 14 through 24 of the 1998 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 1998 Proxy Statement is
incorporated herein by reference.
For purposes of computing the market value of the Company's Common
Stock held by non-affiliates of the Company on the cover page of this
Report, all executive officers and directors of the Company are
considered to be affiliates of the Company. This does not represent an
admission by the Company or any such person as to the affiliate status
of such person.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
(a) Documents Filed as a Part of this Report
1. Financial Statements
The following consolidated financial statements of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon, included in the 1998 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, 1998, February 28, 1997 and February 29,
1996
Consolidated Balance Sheets - February 28, 1998 and
February 28, 1997
Consolidated Statements of Cash Flows - Years ended
February 28, 1998, February 28, 1997 and
February 29, 1996
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 (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1997).*
10.3 Amendment to the 1997 Stock-Based Incentive Plan of
International Multifoods Corporation.*
10.4 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).*
10.5 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)).*
10.6 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).*
10.7 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998.*
10.8 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).*
10.9 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997 (incorporated herein by
reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1997).*
10.10 First Amendment to the Management Benefit Plan of
International Multifoods Corporation, Restated Effective January 1,
1997.*
10.11 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).*
10.12 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.13 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.14 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).*
10.15 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).*
10.16 First Amendment to Employment Agreement, dated December 19,
1997, between International Multifoods Corporation and Gary E. Costley.*
10.17 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).*
10.18 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).*
10.19 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).*
10.20 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.21 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.22 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.23 Memorandum of understanding, dated May 7, 1997, between
William L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.24 Release, Confidentiality, Non-Disclosure and Non-Competition
Agreement, dated as of October 27, 1997, between D. Bruce Kean and
International Multifoods Corporation.*
10.25 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).*
10.26 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.27 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).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1998 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.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule (February 28, 1997).
27.3 Restated Financial Data Schedule (February 29, 1996).
27.4 Restated Financial Data Schedule (May 31, 1997).
27.5 Restated Financial Data Schedule (August 31, 1997).
27.6 Restated Financial Data Schedule (November 30, 1997).
27.7 Restated Financial Data Schedule (May 31, 1996).
27.8 Restated Financial Data Schedule (August 31, 1996).
27.9 Restated Financial Data Schedule (November 30, 1996).
*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, 1998.
(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 14, 1998 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 14, 1998
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ William L. Trubeck Senior Vice President - Finance May 14, 1998
William L. Trubeck and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and May 14, 1998
Dennis R. Johnson Controller
(Principal Accounting Officer)
/s/ Claire L. Arnold Director May 14, 1998
Claire L. Arnold
/s/ James G. Fifield Director May 14, 1998
James G. Fifield
/s/ Robert M. Price Director May 14, 1998
Robert M. Price
/s/ Nicholas L. Reding Director May 14, 1998
Nicholas L. Reding
/s/ Jack D. Rehm Director May 14, 1998
Jack D. Rehm
/s/ Lois D. Rice Director May 14, 1998
Lois D. Rice
/s/ Richard K. Smucker Director May 14, 1998
Richard K. Smucker
/s/ Dolph W. von Arx Director May 14, 1998
Dolph W. von Arx
Independent Auditors' Report
The Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of March 30, 1998, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1998 and 1997 and the related consolidated statements of
earnings and cash flows for each of the years in the three-year period
ended February 28, 1998, as contained in the 1998 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, 1998. 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.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
March 30, 1998
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1998
(in thousands)
Additions
------------------------------
Balance at Net charges/(credits) 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, 1998 $ 9,339 $( 228) $ - $4,365(a) $ 4,746(b)
======= ======= ====== ====== =======
Year ended February 28, 1997 $13,982 $2,862 $ - $7,505(a) $ 9,339(b)
======= ======= ====== ====== =======
Year ended February 29, 1996 $ 6,708 $5,783 $2,877 $1,386(a) $13,982(b)
======= ======= ====== ====== =======
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:
1998 1997 1996
---- ---- ----
Trade accounts receivable $4,746 $ 9,339 $13,977
Miscellaneous receivables - current - - 5
------ ------- -------
$4,746 $ 9,339 $13,982
====== ======= =======
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1998
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 (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28,
1997).*
10.3 Amendment to the 1997 Stock-Based Incentive Plan of
International Multifoods Corporation.*
10.4 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).*
10.5 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)).*
10.6 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).*
10.7 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of March 1, 1998.*
10.8 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).*
10.9 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997 (incorporated herein by
reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1997).*
10.10 First Amendment to the Management Benefit Plan of
International Multifoods Corporation, Restated Effective January 1,
1997.*
10.11 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).*
10.12 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.13 Supplemental Deferred Compensation Plan of International
Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated
herein by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.14 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).*
10.15 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).*
10.16 First Amendment to Employment Agreement, dated December 19,
1997, between International Multifoods Corporation and Gary E. Costley.*
10.17 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).*
10.18 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).*
10.19 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).*
10.20 Letter Agreement, dated September 24, 1996, between
International Multifoods Corporation and Jeffrey E. Boies regarding
benefits and severance arrangements (incorporated herein by reference to
Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.21 Memorandum of understanding, dated May 7, 1997, between
International Multifoods Corporation and Jeffrey E. Boies regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1997).*
10.22 Letter Agreement, dated February 3, 1997, between William L.
Trubeck and International Multifoods Corporation regarding benefits and
severance arrangements (incorporated herein by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1997).*
10.23 Memorandum of understanding, dated May 7, 1997, between
William L. Trubeck and International Multifoods Corporation regarding
supplemental retirement benefits (incorporated herein by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997).*
10.24 Release, Confidentiality, Non-Disclosure and Non-Competition
Agreement, dated as of October 27, 1997, between D. Bruce Kean and
International Multifoods Corporation.*
10.25 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).*
10.26 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993,
as further amended (incorporated herein by reference to Exhibit 10.7 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993 and Exhibit 10.26 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997).*
10.27 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).*
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1998 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.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule (February 28, 1997).
27.3 Restated Financial Data Schedule (February 29, 1996).
27.4 Restated Financial Data Schedule (May 31, 1997).
27.5 Restated Financial Data Schedule (August 31, 1997).
27.6 Restated Financial Data Schedule (November 30, 1997).
27.7 Restated Financial Data Schedule (May 31, 1996).
27.8 Restated Financial Data Schedule (August 31, 1996).
27.9 Restated Financial Data Schedule (November 30, 1996).
*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.