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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 [FEE REQUIRED]
For the fiscal year ended February 29, 1996
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 41-0871880
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
33 South 6th 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 non-affiliates of the registrant (see Item 12 hereof) as of May 1,
1996 (based on the closing sale price of $18.75 per share as reported in the
consolidated transaction reporting system on such date) was $332,711,925.
The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of May 1, 1996 was 17,994,868.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the fiscal
year ended February 29, 1996 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 21, 1996 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 in three businesses:
foodservice distribution in the United States, bakery products in the United
States and Canada, and bakery, consumer and agricultural products in
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 1996, the Company divested its surimi seafood business.
The Company's business segments are Foodservice Distribution, Bakery,
Venezuela Foods, and Divested Businesses. Financial information for the last
three fiscal years for each of the Company's business segments, which is
included in Note 19 to the Company's Consolidated Financial Statements on page
37 of the Company's Annual Report to Stockholders for the fiscal year ended
February 29, 1996 ("1996 Annual Report to Stockholders"), is incorporated
herein by reference.
Foodservice Distribution
The Company's Foodservice Distribution segment includes the Company's
vending distribution business, the limited-menu distribution business, and the
food exporting business. No single customer accounts for a significant
portion of the segment's sales.
Vending Distribution. The Company is the largest U.S. vending
distributor, serving approximately 14,000 vending and office coffee service
operators and other concessionaires. The Company distributes and sells more
than 8,000 food products consisting primarily of candy, snacks, frozen and
refrigerated products, pastries, hot beverages and juices. Most of the
products are nationally advertised brand products. The Company also sells
certain products, such as premium ground and whole-bean coffee, hot cocoa,
creamer and sugar, under its own private labels, VENDOR'S SELECT and
GRINDSTONE CAFE. Deliveries are made directly to vending and office coffee
service operators from 20 distribution centers located nationwide. The
frequency of deliveries varies, depending upon customer needs, but generally
deliveries are made once a week. The Company leases a fleet of approximately
175 tractor-trailers, most of which are equipped with an on-board computer
system from which drivers obtain delivery performance and route information.
The Company also operates 18 cash-and-carry locations from which customers can
make purchases.
The vending distribution business is highly competitive. While the
Company is the only nationwide vending distributor, it encounters significant
competition from regional and local distributors as well as warehouse clubs.
Price is a significant competitive element in the vending distribution
business, however other important competitive factors are prompt and accurate
delivery of orders, availability of a wide variety of products and customer
service.
Limited-Menu Distribution. The Company is a leading specialty
distributor in the United States to independent pizza restaurants and other
select limited-menu operators, including sandwich shops, Mexican restaurants,
bakery shops and movie theaters. The Company distributes a broad selection of
cheeses, meats, snacks, paper goods and other products, including pizza
ingredients sold under the Company's ULTIMO brand as well as major national
brands. Deliveries are made directly to customers, generally once a week,
from 14 distribution centers located strategically around the country to
provide efficient and timely delivery to customers. The distribution centers
are linked by computer network to the distribution business' headquarters.
The Company maintains a fleet of more than 250 tractors and 300 trailers,
approximately half of which are owned and half of which are leased by the
Company.
The limited-menu distribution business is highly competitive. The
Company competes with several national and regional broadline distributors and
numerous regional specialty foodservice distributors and local independent
distributors. The Company competes on the basis of product quality and
consistency, customer service and the availability of a wide variety of
products, as well as price and prompt and accurate delivery of orders. The
Company believes that its pizza expertise, which includes providing customers
with ideas on promotions, menu planning and baking, differentiates the Company
in part from its competitors. In addition, the Company believes that it
further distinguishes itself from broadline distributors by providing more
personalized customer service.
Food Exporting. The Company's food exporting business markets and
exports a variety of goods, primarily branded and commodity food products.
Export sales are made to customers in diverse geographic areas, including
Eastern Europe, Asia, the Middle East and the Caribbean region. The Company
markets its food products under the MULTIFOODS, PRIMA, GOLDEN TEMPLE and ROBIN
HOOD brands.
The food exporting business sells food products to Russia. The Company's
continued ability to do business in this region may be affected by political
events or the economic stability of that region.
Bakery
The Company's Bakery segment processes and markets bakery products for
retail, in-store and wholesale bakeries and foodservice customers in North
America and consumer products in Canada, which include primarily home baking
products and condiments. No single customer accounts for a significant
portion of the segment's sales.
North America Bakery. The Company's North America Bakery division
produces approximately 3,000 products for retail, in-store and wholesale
bakeries and foodservice customers in the United States and Canada. The
Company produces bakery mix products, including mixes for breads, rolls,
bagels, donuts, muffins, danish, cakes, cookies, brownies, bars and pizza
crusts, as well as fillings and icings. Bakery mix products are marketed
under its MULTIFOODS and JAMCO brands in the United States and under its ROBIN
HOOD brand in Canada. In addition, the Company manufactures and markets
frozen desserts under its MULTIFOODS, GOURMET BAKER and FANTASIA brands. In
Canada, the Company also produces wheat flour and durum and oat products.
Bakery products are marketed through the Company's own sales organization and
independent distributors and brokers.
The Company encounters significant competition in the bakery products
market. The Company is the leading supplier of bakery mixes to retail and in-
store bakeries in North America and it competes with several large
corporations and regional producers of bakery mixes. With respect to frozen
bakery products, the Company competes primarily in the foodservice and in-
store bakery markets with several large corporations and numerous regional
suppliers that have select product offerings. The Company competes primarily
in Canada with respect to its commercial flour products and its competitors
include both large corporations and regional producers. The Company competes
on the basis of product quality and uniqueness, product convenience, brand
loyalty, timely delivery and customer service as well as price.
Consumer Products. The Company's consumer products division is the
leading marketer in Canada of flour and specialty baking mixes sold to
consumers. More than 40 consumer baking mixes are sold under the Company's
ROBIN HOOD brand, while consumer flour is sold under the Company's ROBIN HOOD,
BRODIE, CREAM OF THE WEST and MONARCH brands. The Company also sells hot
cereals under its ROBIN HOOD, OLD MILL, RED RIVER and PURITY brands. The
Company also manufactures and markets pickles, relishes and other condiments
to consumers in Canada, where its BICK'S brand is the leading brand. The
Company also sells condiments under its HABITANT, GATTUSO, WOODMAN'S, ROSE and
MCLARENS labels. Consumer products are marketed primarily through the
Company's own sales organization, supported by advertising and other
promotional activities. The Company competes on the basis of product quality,
product convenience, the ability to identify and
satisfy emerging consumer preferences, brand loyalty, timely delivery and
customer service as well as price.
Venezuela Foods
The Company's 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. The Company's 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. The Company's 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. The Company's animal feeds are sold principally under the
Company's SUPER-S brand to animal producers and farm distributors. The
Venezuela Foods segment's products are marketed through the Company's own
sales organization and independent distributors and brokers.
The Company's Venezuelan subsidiary is one of the largest food companies
in Venezuela and the second-largest producer of animal feeds for the
agricultural sector. The Company is the leading producer of consumer wheat
flour, flour for commercial food processors and retail bakeries, and
commercial bakery mixes. No single customer accounts for a significant
portion of the Venezuela Foods segment's sales. The Company competes on the
basis of quality, price, uniqueness, timely delivery and customer service.
The Company's operations in Venezuela are subject to risks inherent in
operating under a different legal and political system along with a difficult
economic environment. Among these risks are inflation, currency volatility,
government price and foreign exchange controls, restrictions on the
exchangeability of currency, possible limitations on foreign investment and
dividend repatriation, and changes in existing tax laws. Certain of these
risks are currently affecting results. See "Management's Discussion and
Analysis of Results of Operations and Financial Condition," which is included
on pages 16 through 21 of the 1996 Annual Report to Stockholders and is
incorporated by reference in Part II, Item 7, hereof, and Note 18 to the
Company's Consolidated Financial Statements which are incorporated by
reference in Part II, Item 8, hereof.
Divested Businesses
The Company's Divested Businesses segment consists principally of the
Company's Frozen Specialty Foods and Meats businesses which were divested in
fiscal year 1995 and the surimi seafood business which was divested in fiscal
year 1996.
Other Information Relating to the Business of the Company
Sources of Supply and Raw Materials. The Company's vending distribution
business purchases products directly from numerous manufacturers, processors
and independent suppliers. Several of these sources are large corporations
from which the Company purchases large quantities of brand name candy and
snacks. The Company believes that adequate alternative sources of supply for
other vending products are readily available.
The Company's limited-menu distribution business purchases products
directly from numerous manufacturers, processors and independent suppliers.
The Company's limited-menu distribution business is not dependent upon any
single supplier and alternative sources of supply are readily available.
With respect to the Company's Bakery 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 increases 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.
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. Exchange controls did not have a material impact on the Company's
ability to obtain raw materials from sources outside of Venezuela in fiscal
year 1996. Generally, adequate quantities of corn (other than yellow corn)
and rice, which are grown in Venezuela, are available locally. In the event
of a local shortage of corn or rice, the Company has, from time to time,
purchased corn and rice from the world market.
Trademarks and Other Intellectual Property. The Company owns numerous
trademarks, service marks and product formulae which are important to the
Company's business. The most significant trademarks and service marks are
identified above. Most of the Company's trademarks and service marks are
registered.
Seasonality. The Company does not experience material seasonal
variations in its sales volumes.
Environmental Regulation. The Company's facilities in the United States
are subject to federal, state and local environmental laws and regulations.
Compliance with these provisions has not had, and the Company does not expect
such compliance to have, any material adverse effect upon the Company's
capital expenditures, net earnings or competitive position.
The Company has received notices from the U.S. Environmental Protection
Agency and the New York State Department of Environmental Conservation that
the Company has been identified as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
and may be required to share in the cost of cleanup of two environmentally
contaminated sites. The Company recognizes that its potential exposure with
respect to each of these sites may be joint and several. However, based upon
several factors such as the volume of material contributed to the sites, the
number and financial viability of other PRP's, allocations of volumetric waste
contributions to other PRP's, remediation cost estimates and the present
status of the proceedings involving such sites, the Company has concluded that
its probable aggregate exposure in regard to such sites is not material.
Employees. As of February 29, 1996, the Company and its subsidiaries had
7,115 employees.
Item 2. Properties.
The Company's principal executive offices are located in Minneapolis,
Minnesota in leased office space. Several of the Company's subsidiaries also
own or lease office space. The Company operates numerous processing and
distribution facilities throughout the United States, Canada and Venezuela.
The Company believes that its facilities are suitable and adequate for current
production or distribution volumes.
Foodservice Distribution
The Company owns two and leases 18 distribution centers aggregating
approximately 1.6 million square feet for its vending distribution business.
These distribution centers are located in Commerce and Fremont, California;
Denver, Colorado; East Windsor, Connecticut; Orlando, Florida; Austell,
Georgia; Woodridge, Illinois; Shawnee, Kansas; Louisville, Kentucky;
Belleville, Michigan; Minneapolis, Minnesota; Greensboro, North Carolina;
Paulsboro and Parsippany, New Jersey; Twinsburg, Ohio; Memphis, Tennessee;
Dallas and Houston, Texas; Kent, Washington; and Pewaukee, Wisconsin.
The Company's vending distribution business also operates 18 cash-and-
carry distribution locations, 11 of which are separate from the Company's
other distribution centers.
The Company owns nine and leases six distribution centers aggregating
approximately 1.0 million square feet for its limited-menu distribution
business. These distribution centers are located in Tempe, Arizona; Anaheim
and Livermore (2), California; Denver, Colorado; Kissimmee, Florida; Atlanta,
Georgia; Boise, Idaho; Indianapolis, Indiana; Rice, Minnesota; Springfield,
Missouri; Portland, Oregon; Middletown, Pennsylvania; and Dallas and Grand
Prairie, Texas.
Bakery
The Company owns 13 and leases four processing facilities. These
processing facilities are located in La Mirada, California; Bonner Springs,
Kansas; Malden, Massachusetts; Sedalia, Missouri; Lockport, New York; Elyria,
Ohio; Burnaby, British Columbia (2); Winnipeg, Manitoba; Burlington,
Dunnville, Port Colborne, Scarborough and Simcoe, Ontario; Montreal, Quebec
(2); and Saskatoon, Saskatchewan.
The Company also operates two research and development laboratories.
Venezuela Foods
The Company owns 18 processing facilities and leases one processing
facility. These processing facilities are located in Barcelona, Anzoategui;
Ciudad Bolivar, Bolivar; Puerto Cabello (5) and Valencia, Carabobo; Calabozo,
Guarico (3); Acarigua (3) and Araure, Portuguesa; Cumana, Sucre; and
Maracaibo, Zulia (3).
The Company owns three and leases 14 warehouse facilities. In addition,
the Company owns two and leases 14 agricultural distribution centers.
The Company also operates two Company-owned hatcheries and one leased
hatchery and operates four Company-owned and seven leased poultry farms.
Item 3. 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 29, 1996.
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 20 to the Company's Consolidated
Financial Statements on page 38 of the Company's 1996 Annual Report to
Stockholders, are incorporated herein by reference.
As of May 1, 1996, there were 4,830 holders of record of the Common Stock
of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1992 through 1996 in the "Six-Year
Comparative Summary" on page 39 of the Company's 1996 Annual Report to
Stockholders under the headings "Consolidated Summary of Operations," "Year-
End Financial Position" and "Dividends Paid" is incorporated herein by
reference. The information contained in Note 2 ("Businesses Acquired") and
Note 4 ("Unusual Items") to the Company's Consolidated Financial Statements on
pages 27 and 28, respectively, of the Company's 1996 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 16 through 21 of
the Company's 1996 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 29, 1996 and February 28, 1995, and for each of the
fiscal years in the three-year period ended February 29, 1996, and the Notes
to the Company's Consolidated Financial Statements on pages 22 through 38 of
the Company's 1996 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 15, 1996 ("1996 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, 1996. Unless otherwise noted, the positions described are positions
with the Company or its subsidiaries.
Name Age Positions Held Period
Anthony Luiso 52 Chairman of the Board, President 1989 to present
and Chief Executive Officer
Frank W. Bonvino 54 Vice President, General Counsel 1992 to present
and Secretary
Vice President and Associate 1991 to 1992
General Counsel
Associate General Counsel 1986 to 1991
Duncan H. Cocroft 52 Vice President - Finance, Chief 1995 to present
Financial Officer and Treasurer
Vice President - Finance and 1990 to 1995
Chief Financial Officer
D. Bruce Kean 56 President - Multifoods 1994 to present
Specialty Distribution, Inc.
Senior Vice President - 1989 to 1994
Leprino Foodservice Distribution
Division of Leprino Foods Company
Robert F. Maddocks 65 Vice President - Human Resources 1990 to present
Devendra Mishra 51 President - VSA, Inc. 1994 to present
President - New Ventures of 1992 to 1994
Technicolor, Inc.
President and Chief Operating 1989 to 1992
Officer of Live Entertainment, Inc.
Fidias Robuste 58 President and Managing Director - 1993 to present
Molinos Nacionales, C.A. (MONACA)
Vice President - Operations 1989 to 1993
of Molinos Nacionales, C.A. (MONACA)
John E. Sampson 55 Vice President - Corporate 1992 to present
Planning and Development
Vice President - Corporate 1990 to 1992
Planning and Development
and Treasurer
Robert S. Wright 49 President, Bakery Segment 1995 to present
President, Specialty Brands 1994 to 1995
Division of Foodbrands America, Inc.
President, Prepared Foods 1992 to 1994
Division of International
Multifoods Corporation
Vice President, Marketing 1991 to 1992
of MasterLock Co.
Group Vice President of 1989 to 1991
Universal Foods Corporation
The executive officers of the Company are elected annually by the Board
of Directors with the exception of the Presidents of the Company's business
units, who hold appointed offices.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on page 6 and the section entitled "Executive
Compensation" on pages 11 through 18 of the Company's 1996 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 1996 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 Company's 1996 Annual Report to Stockholders, are
incorporated by reference in Part II, Item 8, hereof:
Independent Auditors' Report
Consolidated Statements of Operations - Years ended
February 29, 1996, February 28, 1995 and February 28,
1994
Consolidated Balance Sheets - February 29, 1996 and
February 28, 1995
Consolidated Statements of Cash Flows - Years ended
February 29, 1996, February 28, 1995 and
February 28, 1994
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.
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 Non-Qualified Stock Option Agreement, dated as of March 31,
1994, between International Multifoods Corporation and Anthony Luiso
(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, 1995).*
10.8 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H. Cocroft and
Jay I. Johnson (incorporated herein by reference to Exhibits 10(d) and 10(e),
respectively, to the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1991).*
10.9 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).*
10.10 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).*
10.11 Multifoods Division Long-Term Incentive Program.*
10.12 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).*
10.13 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).*
10.14 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).*
10.15 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).*
10.16 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).*
10.17 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Norwest Bank Minnesota, National Association, as
successor trustee to Bank of America NT and SA, relating to the Supplemental
Retirement Benefit for Anthony Luiso (incorporated herein by reference to
Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993).*
10.18 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).*
10.19 Letter Agreement, dated July 10, 1995, between International
Multifoods Corporation and Robert S. Wright regarding benefits and severance
arrangements.*
10.20 Memorandum of understanding, dated March 29, 1996, between
International Multifoods Corporation and Robert S. Wright regarding
supplemental retirement benefits.*
10.21 Letter Agreement, dated July 29, 1994, between International
Multifoods Corporation and Devendra Mishra regarding compensation and
severance arrangements.*
10.22 Letter Agreement, dated August 31, 1994, between International
Multifoods Corporation and John E. Sampson regarding severance arrangement
(incorporated herein by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended
February 28, 1995).*
10.23 Memorandum of understanding, dated July 24, 1995, between
International Multifoods Corporation and Jay I. Johnson regarding severance
and retirement arrangements (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1995).*
10.24 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated herein
by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.25 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.7 to the
Company's Quarterly Report on Form 10-Q for the quarter ended November 30,
1993).*
10.26 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).*
10.27 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).*
10.28 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).
10.29 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).
10.30 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Doskocil Companies Incorporated (Buyer) dated as of
March 17, 1994 (incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated June 1, 1994).
10.31 Asset Purchase Agreement among Multifoods Distribution, Inc.
(Buyer), International Multifoods Corporation (Buyer's Parent) and Leprino
Foods Company (Seller) and James G. Leprino (Seller's Shareholder) dated as of
July 29, 1994 (incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated August 22, 1994).
10.32 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7, 1995
(incorporated herein by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated June 26, 1995).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1996 Annual Report to Stockholders (only those portions expressly
incorporated by reference herein shall be deemed filed with the Securities and
Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG Peat Marwick LLP.
27 Financial Data Schedule.
- ---------------------------------
*Management contract or compensatory plan or arrangement required to be filed
as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.
(b) Reports on Form 8-K
During the quarter ended February 29, 1996, the Company filed a
report on Form 8-K, dated February 1, 1996, for the purpose of filing
additional exhibits to the Company's Registration Statement on Form S-3 (File
No. 33-65221) filed by the Company with the Securities and Exchange Commission
relating to the Company's Medium-Term Notes, Series B.
(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 10, 1996 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 10, 1996
Anthony Luiso and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Duncan H . Cocroft Vice President - Finance, May 10, 1996
Duncan H. Cocroft Chief Financial Officer and
Treasurer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and May 10, 1996
Dennis R. Johnson Controller
(Principal Accounting Officer)
/s/ James G. Fifield Director May 10, 1996
James G. Fifield
/s/ Robert M. Price Director May 10, 1996
Robert M. Price
/s/ Nicholas L. Reding Director May 10, 1996
Nicholas L. Reding
/s/ Jack D. Rehm Director May 10, 1996
Jack D. Rehm
/s/ Lois D. Rice Director May 10, 1996
Lois D. Rice
/s/ Peter S. Willmott Director May 10, 1996
Peter S. Willmott
Independent Auditors' Report
The Board of Directors and Shareholders
International Multifoods Corporation:
Under date of April 9, 1996, except as to Note 18, which is as of April
23, 1996, we reported on the consolidated balance sheets of International
Multifoods Corporation and subsidiaries as of February 29, 1996 and
February 28, 1995 and the related consolidated statements of operations
and cash flows for each of the years in the three-year period ended
February 29, 1996, as contained in the 1996 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 29, 1996. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related consolidated financial statement schedule listed in Item 14. The
consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 9, 1996
Schedule II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 29, 1996
(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 29, 1996 $6,708 $5,783 $2,877 $1,386(a) $13,982(b)
Year ended February 28, 1995 $5,219 $4,477 $1,190 $4,178(a) $ 6,708(b)
Year ended February 28, 1994 $5,611 $3,783 $ - $4,175(a) $ 5,219(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:
1996 1995 1994
Trade accounts receivable $13,977 $6,658 $5,187
Miscellaneous receivables - current 5 50 32
$13,982 $6,708 $5,219
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996
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.
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 Non-Qualified Stock Option Agreement, dated as of March 31, 1994,
between International Multifoods Corporation and Anthony Luiso
(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, 1995).*
10.8 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H. Cocroft
and Jay I. Johnson (incorporated herein by reference to Exhibits 10(d) and
10(e), respectively, to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1991).*
10.9 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).*
10.10 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).*
10.11 Multifoods Division Long-Term Incentive Program.*
10.12 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).*
10.13 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).*
10.14 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).*
10.15 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).*
10.16 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).*
10.17 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Norwest Bank Minnesota, National Association, as
successor trustee to Bank of America NT and SA, relating to the
Supplemental Retirement Benefit for Anthony Luiso (incorporated herein by
reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).*
10.18 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).*
10.19 Letter Agreement, dated July 10, 1995, between International
Multifoods Corporation and Robert S. Wright regarding benefits and
severance arrangements.*
10.20 Memorandum of understanding, dated March 29, 1996, between
International Multifoods Corporation and Robert S. Wright regarding
supplemental retirement benefits.*
10.21 Letter Agreement, dated July 29, 1994, between International
Multifoods Corporation and Devendra Mishra regarding compensation and
severance arrangements.*
10.22 Letter Agreement, dated August 31, 1994, between International
Multifoods Corporation and John E. Sampson regarding severance arrangement
(incorporated herein by reference to Exhibit 10.22 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1995).*
10.23 Memorandum of understanding, dated July 24, 1995, between
International Multifoods Corporation and Jay I. Johnson regarding severance
and retirement arrangements (incorporated herein by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1995).*
10.24 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated
herein by reference to Exhibit 10.19 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993).*
10.25 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.26 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).*
10.27 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).*
10.28 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).
10.29 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).
10.30 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Doskocil Companies Incorporated (Buyer) dated as
of March 17, 1994 (incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated June 1, 1994).
10.31 Asset Purchase Agreement among Multifoods Distribution, Inc.
(Buyer), International Multifoods Corporation (Buyer's Parent) and Leprino
Foods Company (Seller) and James G. Leprino (Seller's Shareholder) dated as
of July 29, 1994 (incorporated herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated August 22, 1994).
10.32 Stock Purchase Agreement between International Multifoods
Corporation (Seller) and Tyson Foods, Inc. (Buyer) dated as of June 7, 1995
(incorporated herein by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K dated June 26, 1995).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1996 Annual Report to Stockholders (only those portions expressly
incorporated by reference herein shall be deemed filed with the Securities
and Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG Peat Marwick LLP.
27 Financial Data Schedule.
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.