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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 MARCH 3, 2001
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
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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)
110 CHESHIRE LANE, SUITE 300, 55305
MINNETONKA, MINNESOTA (Zip Code)
(Address of principal executive
offices)
(952) 594-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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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
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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 10, 2001
(based on the closing sale price of $19.44 per share as reported in the
consolidated transaction reporting system on such date) was $361,040,555.
The number of shares outstanding of the registrant's Common Stock, par value
$.10 per share, as of May 10, 2001 was 18,784,871.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the fiscal
year ended March 3, 2001 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 July 2, 2001 are incorporated by reference into
Part III.
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PART I
ITEM 1. BUSINESS.
GENERAL
International Multifoods Corporation, incorporated in Delaware in 1969 as
the successor to a business founded in 1892, operates a foodservice distribution
business in the United States and food manufacturing businesses in the United
States and Canada.
Our business segments are Multifoods Distribution Group and North America
Foods. Financial information for the last three fiscal years for each of our
business segments, which is included in Note 17 to the Company's Consolidated
Financial Statements on pages 43 and 44 of our Annual Report to Stockholders for
the fiscal year ended March 3, 2001 ("2001 Annual Report to Stockholders"), is
incorporated herein by reference.
MULTIFOODS DISTRIBUTION GROUP
Our Multifoods Distribution Group segment is a distributor of food and
related products to the foodservice industry in the United States. Our
Multifoods Distribution Group segment leases or owns a fleet of approximately
450 tractors, 550 trailers and 50 straight trucks, most of which are equipped
with an on board computer system from which drivers and managers obtain delivery
performance and route information. We operate 28 distribution centers located
nationwide. We also operate 11 cash and carry locations from which customers can
make purchases. No single customer accounts for a significant portion of the
segment's sales. Deliveries are made directly to customers, generally once a
week, from distribution centers located nationwide.
Our Multifoods Distribution Group segment is a distributor of food and
related products in the United States to independent pizza restaurants and other
casual-dining, limited-menu operators, including sandwich shops, Mexican and
Italian restaurants, movie theaters, fund-raising groups, commissaries and
stadium and recreational concession stands. We distribute a broad selection of
cheeses, meats, snacks, paper goods, cleaning supplies and other products,
including pizza ingredients sold under our ULTIMO! brand as well as major
national brands.
Our Multifoods Distribution Group segment is also the only nationwide U.S.
vending distributor, serving approximately 13,000 vending and office coffee
service operators and other concessionaires. We distribute and sell more than
5,000 food products consisting primarily of candy, snacks, frozen and
refrigerated products, pastries, hot beverages and juices. Most of these
products are nationally advertised brand products. We also sell certain
products, such as premium ground and whole-bean coffee, hot cocoa, creamer and
sugar, under our own private labels, VENDOR'S SELECT and GRINDSTONE CAFE.
Through our Better Brands, Inc. subsidiary, our Multifoods Distribution
Group segment also operates a broadline distribution business in the
northeastern United States. Based in Windsor, Connecticut, this subsidiary
distributes a broad selection of food and related products to restaurants and
other foodservice operators such as universities and schools, health care
institutions and casinos.
The distribution business is highly competitive. We compete with several
national and regional broadline distributors and numerous regional specialty
foodservice distributors and local independent distributors. While we are the
only nationwide vending distributor, we encounter significant competition from
regional and local distributors as well as warehouse clubs. We compete on the
basis of competitive pricing, the availability of a wide variety of products, a
national distribution network and prompt and accurate delivery of orders. We
believe that our pizza expertise, our vending expertise and the value-added
services we provide our customers (such as merchandising support, special
incentive programs and sponsoring customer trade shows) differentiate us in part
from our competitors.
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On February 5, 2001, we announced that, as part of our continuing effort to
simplify our business and sharpen our focus, we are exploring strategic
alternatives for our Multifoods Distribution Group segment.
NORTH AMERICA FOODS
The North America Foods segment consists of two units, U.S. Foodservice
Products and Robin Hood Multifoods. No single customer accounts for a
significant portion of the segment's sales.
U.S. FOODSERVICE PRODUCTS. The U.S. Foodservice Products unit produces
approximately 1,300 products for retail, wholesale and in-store bakeries and
foodservice customers in the United States. We produce baking mix products,
including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes,
cookies, brownies, bars and pizza crusts, as well as fillings and icings. Baking
mix products are marketed under our MULTIFOODS and JAMCO brands. In addition, we
manufacture and market frozen batters, doughs and desserts under our MULTIFOODS,
GOURMET BAKER and FANTASIA brands. Our products are marketed through our own
direct sales force of sales and technical support personnel, as well as through
a network of brokers and bakery distributors, which in turn sell our products to
retail bakers.
Our U.S. Foodservice Products unit encounters significant competition in the
bakery products market. We are a leading supplier of baking mixes to foodservice
operators and retail and in-store bakeries in the United States and we compete
with several large corporations and regional producers of baking mixes. With
respect to frozen bakery products, we compete primarily in the foodservice and
in-store bakery markets with several large corporations and numerous regional
suppliers that have select product offerings. We compete on the basis of product
quality and uniqueness, product convenience, brand loyalty, timely delivery and
customer service, as well as price.
ROBIN HOOD MULTIFOODS. Our Robin Hood Multifoods unit consists of our
Canada consumer and commercial foods businesses. 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 in Canada under our ROBIN
HOOD brand, while consumer flour is sold under our ROBIN HOOD, GOLDEN TEMPLE,
BRODIE, CREAM OF THE WEST and MONARCH brands. We also sell hot cereals under our
ROBIN HOOD, OLD MILL, RED RIVER and PURITY brands. In addition, we manufacture
and market pickles, relishes and other condiments to consumers in Canada, where
our BICK'S brand is the leading brand. We also sell condiments under the
HABITANT, GATTUSO, WOODMAN'S, ROSE and MCLARENS labels.
The commercial foods business of Robin Hood Multifoods produces condiments,
baking mix products, wheat flour and oat products for retail, in-store and
wholesale bakeries and foodservice customers in Canada and the United States.
Such products are sold primarily under our ROBIN HOOD and BICK'S brands. We also
manufacture and market frozen batters, doughs and desserts in Canada under our
GOURMET BAKER brand.
The products of Robin Hood Multifoods are marketed primarily through our own
sales organization, supported by advertising and other promotional activities.
Our competitors in Canada include both large corporations and regional
producers. We compete 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.
PENDING ACQUISITION
ASSET PURCHASE AND SALE AGREEMENT. On February 4, 2001, we entered into an
asset purchase and sale agreement with The Pillsbury Company and General
Mills, Inc. to acquire Pillsbury's desserts and specialty products business,
Pillsbury's non-custom foodservice baking mix business and General Mills'
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Robin Hood business for approximately $304.6 million in cash. The assets we are
acquiring include equipment and inventory of the Pillsbury businesses, inventory
of the General Mills' Robin Hood business and certain trademarks and trademark
licenses. The acquisition is subject to a number of conditions, including the
receipt of proceeds from new financing arrangements, the provisional approval by
the Federal Trade Commission of the acquisition and completion of the merger of
General Mills and Pillsbury. We expect to close the acquisition in the first
half of fiscal year 2002.
The asset purchase and sale agreement further provides that we and General
Mills will enter into several ancillary agreements at the closing of the
Acquisition. The following is a summary of such ancillary agreements. The terms
of the asset purchase and sale agreement and each of the ancillary agreements
could be amended pending the approval of the Federal Trade Commission, and we
expect any such modifications to be generally favorable to us.
CONVERSION PLAN AGREEMENT AND LEASE. Under a conversion plan agreement,
General Mills will move certain equipment from Pillsbury's Murfreesboro,
Tennessee and Martel, Ohio plants to General Mills' Toledo, Ohio plant and
convert a portion of the Toledo plant for our use as a leased production
facility. We currently anticipate that this conversion will be completed in
June 2002. The conversion will be considered complete only if and when a
supervisory panel consisting of three members (one appointed by each of us,
General Mills and the FTC) determines that the production lines installed by
General Mills in our leased portion of the Toledo plant meet certain product
quality, cost and efficiency standards when they are operated under normal
conditions. We will lease our portion of the Toledo plant from General Mills
under a lease agreement for ten years starting on the date that the conversion
is completed. We will have options to renew the lease for up to 25 years after
the initial ten year term has expired.
CO-PACK AGREEMENT. Under a co-pack agreement, General Mills will
manufacture and package for us certain products of the businesses that we are
acquiring until the conversion of the Toledo plant is completed or, in the case
of Robin Hood products, for up to six months after the date that we take over
the Robin Hood business. The co-pack agreement generally requires us to purchase
all of our requirements for products covered by the agreement from General Mills
unless General Mills is unable to fill our orders or we desire to produce the
products ourselves.
TRANSITION SERVICES AGREEMENT. Under a transition services agreement,
General Mills will provide various transition services to us for the Pillsbury
businesses after we acquire them, including services relating to information
systems, accounting, marketing and advertising, raw material procurement and
warehousing. General Mills will provide these services to us for varying time
periods ranging from 30 days after the closing for certain services to the date
that the conversion is completed for others.
TRADEMARK LICENSE AGREEMENTS. Under a retail trademark license agreement,
General Mills will license to us the exclusive right to use certain PILLSBURY
trademarks on a royalty-free basis for an initial term of 20 years after the
closing on certain Pillsbury dessert and baking mix and flour products in retail
channels (other than sales to warehouse club stores, which will be on a
non-exclusive basis) in the United States and its territories (excluding Puerto
Rico). We will also have the right to sell products bearing these trademarks to
stores of United States-based mass merchandisers and club store customers in
Mexico and Canada. This license will be renewable by us after the initial
20 year term for a $1 million annual royalty. We will be entitled to use these
trademarks for manufacturing and packaging in Canada as well as in the United
States. We will also receive a license for two years to transition out of using
the Pillsbury "doughboy" related trademarks on such products in such channels
and territories.
We will enter into a foodservice trademark license agreement with General
Mills under which we will have the exclusive right to use certain PILLSBURY
trademarks on a royalty-free basis for five years after closing on certain
non-custom dry mix products in packages of seven pounds or less in foodservice
channels in the United States and its territories (excluding Puerto Rico). We
will also have the right to
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sell products bearing these trademarks to stores of United States-based mass
merchandisers and club store customers in Mexico and Canada. We will be entitled
to use these trademarks for manufacturing and packaging in Canada as well as in
the United States. This license will be non-renewable and we will have one year
to transition out of the "doughboy" related trademarks on such products in such
channels and territories.
Under separate "grant back" trademark license agreements, we will license
back to General Mills, on a royalty-free basis for a two-year period, the MARTHA
WHITE trademark, the HUNGRY JACK trademark and other related trademarks that we
are acquiring, in order to permit General Mills to transition out of the use of
these trademarks in businesses that it and Pillsbury are retaining. These
licenses will be exclusive for certain products, territories and channels and
non-exclusive for others. The two year license period will be followed by a
three year "quiet period," during which we cannot use the HUNGRY JACK trademark
with respect to those products, territories and channels for which General Mills
will be granted an exclusive license for the HUNGRY JACK trademark.
PATENT AND TECHNOLOGY LICENSE AGREEMENTS. Under a retail patent and
technology license agreement, General Mills will grant to us a perpetual license
to certain patents and know-how that are not being assigned to us, but which are
used in the Pillsbury retail business and shared with businesses that Pillsbury
and General Mills are retaining. Our license will be exclusive with respect to,
but limited to, the products, channels and territories in which we are permitted
to use the PILLSBURY trademarks under the retail trademark license agreement. We
will be entitled to use these licensed patents and know-how for manufacturing
and packaging in Canada as well as in the United States. General Mills will also
grant to us a perpetual, worldwide, non-exclusive license to use certain
technology and know-how that is used in the Robin Hood business.
We will also enter into a foodservice patent and technology license
agreement that is substantially similar to the retail patent and technology
license agreement, except that it will cover products of the Pillsbury
foodservice business rather than the Pillsbury retail business.
Under a separate "grant back" patent and technology license agreement, we
will grant a perpetual license to General Mills to use patents and know-how
being assigned to us under the asset purchase and sale agreement that General
Mills uses in businesses that it is retaining.
OTHER INFORMATION RELATING TO THE BUSINESS OF THE COMPANY
SOURCES OF SUPPLY AND RAW MATERIALS. Our Multifoods Distribution Group
segment purchases products directly from numerous manufacturers, processors and
independent suppliers. Several of these sources are large corporations from
which we purchase significant quantities of brand name candy and snacks for our
vending business and cheese for our foodservice business. Our distribution
business is not dependent upon any single supplier and alternative sources of
supply are generally available.
With respect to our North America Foods segment, raw materials generally are
available from numerous sources and we believe that we will continue to be able
to obtain adequate supplies. In Canada, we minimize risks associated with wheat
market price fluctuations by hedging our wheat and flour inventories, open wheat
purchase contracts and open flour sales contracts with wheat futures contracts.
In the United States, we also enter into futures contracts to reduce the risk of
price fluctuations on certain anticipated raw material purchases. See Note 9 to
the Consolidated Financial Statements which are incorporated by reference in
Part II, Item 8, hereof.
TRADEMARKS AND OTHER INTELLECTUAL PROPERTY. We own numerous trademarks,
service marks and product formulae which are important to our business. The most
significant trademarks and service marks are identified by appearing in all
capitalized letters above. Most of our trademarks and service marks are
registered.
5
SEASONALITY. Our North America Foods segment experiences some seasonality
of its business due to increased demand for its products during the fall and
holiday baking seasons. As a result, sales volumes of the North America Foods
segment are generally higher during our fiscal third quarter. Our Multifoods
Distribution Group segment does not experience material seasonal variations in
its sales volumes.
ENVIRONMENTAL REGULATION. Our facilities in the United States are subject
to federal, state and local environmental laws and regulations. Compliance with
these provisions has not had, and we do not expect such compliance to have, any
material adverse effect upon our capital expenditures, net earnings or
competitive position.
On January 15, 1998, VIP's Industries, Inc. ("VIP's") filed a third-party
complaint against us in the Circuit Court of Linn County, Oregon. The
third-party complaint alleges that we, through our 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. We sold the subject real property in 1981. We recently settled
the claims asserted by VIP's and the original plaintiffs in the lawsuit.
However, crossclaims made by Ultramar, Inc., another defendant in the lawsuit,
are continuing. Ultramar has alleged that we are strictly liable under Oregon
law for costs of removal of contamination and remediation of real property
adjacent to the VIP's real property. The Ultramar real property was also owned
by Crown at the time of our acquisition of Crown and was sold by us in 1981 at
the same time we sold the VIP's real property. Ultramar is seeking damages for
the cost of remedial action related to the contamination of its real property
and the groundwater beneath the real property. The parties to the lawsuit are in
the discovery stage and we intend to vigorously defend this lawsuit. We have
also tendered defense of the lawsuit to our primary general liability insurance
carrier during the period of time at issue in the lawsuit.
EMPLOYEES. As of March 3, 2001, we and our subsidiaries had 4,654
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, we 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 our 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. We caution 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 closing of the pending acquisition and the timing of the
close; actions in the financial markets; regulatory approval related to the
pending acquisition; integration problems associated with the pending
acquisition; the results of our review of strategic alternatives for our
Multifoods Distribution Group; the impact of competitive products and pricing;
market or weather conditions that may affect the costs of grain, cheese, other
raw materials, fuel and labor; changes in laws and regulations; fluctuations in
interest rates; the inability to collect on a $6 million insurance claim related
to the theft of product in St. Petersburg, Russia; fluctuations in foreign
exchange rates; risks commonly encountered in international trade; and other
factors as may be discussed in our reports filed with the Securities and
Exchange Commission.
ITEM 2. PROPERTIES.
Our principal executive offices are located in Minnetonka, Minnesota in
leased office space. Several of our subsidiaries also own or lease office space.
We operate numerous processing and
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distribution facilities throughout the United States and Canada. We believe that
our facilities are suitable and adequate for current production or distribution
volumes. The following is a description of our properties as of March 3, 2001.
MULTIFOODS DISTRIBUTION GROUP
We own 12 and lease 16 distribution centers aggregating approximately
2.8 million square feet for our Multifoods Distribution Group segment. These
distribution centers are located in Tempe, Arizona; Anaheim, Fremont, Livermore,
Modesto and Ontario, California; Denver, Colorado; Windsor, Connecticut;
Kissimmee, Florida; Austell, Georgia; Woodridge, Illinois; Indianapolis,
Indiana; Shawnee, Kansas; Louisville, Kentucky; Belleville, Michigan; Maple
Grove and Rice, Minnesota; Springfield, Missouri; Parsippany and Swedesboro, New
Jersey; Greensboro, North Carolina; Twinsburg, Ohio; Portland, Oregon; Memphis,
Tennessee; Dallas(2) and Houston, Texas; and Kent, Washington.
Our distribution business also operates 11 cash-and-carry distribution
locations, which are separate from our other distribution centers.
NORTH AMERICA FOODS
We own 14 and lease four processing facilities across the United States and
Canada, as described in the following table:
LOCATION PRIMARY PRODUCTS SIZE OWNED/LEASED
- -------- ------------------------------------- ------------ ------------
Bonner Springs, Kansas.............. Bakery Mix/Frozen Bakery 100,000 s.f. Owned
Burlington, Ontario................. Bakery Mix 65,000 s.f. Owned
Burnaby, British Columbia........... Frozen Bakery 15,000 s.f. Leased
Burnaby, British Columbia........... Frozen Bakery 32,800 s.f. Leased
Delhi Township, Ontario............. Pickle Tank Farm 15 acres Owned
Dunnville, Ontario.................. Pickles and Relish Condiments 98,300 s.f. Owned
Elyria, Ohio........................ Bakery Mix 56,400 s.f. Owned
La Mirada, California............... Bakery Mix 100,860 s.f. Leased
Lockport, New York.................. Bakery Mix 89,300 s.f. Owned
Malden, Massachusetts............... Bakery Fillings 12,000 s.f. Leased
Montreal, Quebec.................... Flour Mill 203,000 s.f. Owned
Montreal, Quebec.................... Bakery Mix 48,500 s.f. Owned
Pt. Colborne, Ontario............... Flour Mill 330,000 s.f. Owned
Saskatoon, Saskatchewan............. Flour & Oat Mill/ Bakery Mix 230,000 s.f. Owned
Scarborough, Ontario................ Pickles and Relish Condiments 166,300 s.f. Owned
Sedalia, Missouri................... Frozen Bakery 48,500 s.f. Owned
Simcoe, Ontario..................... Frozen Bakery 65,000 s.f. Owned
Winnipeg, Manitoba.................. Frozen Bakery 72,000 s.f. Owned
Our North America Foods segment also operates two research and development
laboratories.
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.
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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 March 3, 2001.
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.
Our Common Stock is listed on the New York Stock Exchange. The high and low
sales prices for our Common Stock as reported in the consolidated transaction
reporting system and the amount of the cash dividends paid on our Common Stock
for each quarterly period within the two most recent fiscal years, shown in
Note 18 to our Consolidated Financial Statements on pages 45 and 46 of the 2001
Annual Report to Stockholders, are incorporated herein by reference.
As of May 10, 2001, there were 4,142 holders of record of our Common Stock.
ITEM 6. SELECTED FINANCIAL DATA.
The information for fiscal years 1997 through 2001 in the "Five-Year
Comparative Summary" on page 21 of the 2001 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 ("Business Acquired"), Note 4 ("Discontinued Operations")
and Note 6 ("Unusual Items") to the Company's Consolidated Financial Statements
on pages 35 through 37 of the 2001 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" on
pages 22 through 28 of the 2001 Annual Report to Stockholders is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The section under the heading "Management's Discussion and Analysis"
entitled "Market Risk Management" on page 28 of the 2001 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 March 3, 2001 and February 29, 2000, and for each of the fiscal
years in the three-year period ended March 3, 2001, and the Notes to the
Company's Consolidated Financial Statements on pages 29 through 46 of the 2001
Annual Report to Stockholders are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The section under the heading "Election of Directors" on pages 5 through 10
and the section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 22 of the Proxy Statement of International Multifoods
Corporation dated May 29, 2001 ("2001 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 our executive officers as of May 10, 2001. Unless
otherwise noted, the positions described are positions with Multifoods or its
subsidiaries.
NAME AGE POSITIONS HELD PERIOD
- ---- -------- ---------------------------------- -------------------------------
Gary E. Costley................ 57 Chairman of the Board, President January 1997 to present
And Chief Executive 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 (cereal
manufacturer)
Frank W. Bonvino............... 59 Vice President, General Counsel 1992 to present
And Secretary
John E. Byom................... 47 Vice President--Finance and Chief March 2000 to present
Financial Officer
President, U.S. Foods 1999 to 2000
Vice President--Finance, North 1995 to 1999
America Foods
Ralph P. Hargrow............... 49 Vice President, Human Resources June 2000 to present
and Administration
Vice President, Human Resources 1999 to 2000
Senior Vice President--Human 1994 to 1998
Resources & Administration of
Rollerblade, Inc. (in-line skate
manufacturer)
Dennis R. Johnson.............. 49 Vice President and Controller, and June 2000 to present
Vice President--Finance and
Chief Financial Officer,
Multifoods Distribution Group
Vice President and Controller 1995 to 2000
Gregory J. Keup................ 42 Vice President and Treasurer March 2000 to present
Assistant Treasurer 1996 to 2000
Director--Treasury Operations 1991 to 1996
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NAME AGE POSITIONS HELD PERIOD
- ---- -------- ---------------------------------- -------------------------------
Jill W. Schmidt................ 42 Vice President, Communications and March 2000 to present
Investor Relations
Vice President, Communications 1997 to 2000
Vice President of Tunheim 1995 to 1997
Santrizos Co. (public relations
consultant)
Donald H. Twiner............... 60 Vice President and President, June 1999 to present
Robin Hood Multifoods Inc.
President, Robin Hood Multifoods 1997 to 1999
Inc.
President--Consumer Foods Division 1989 to 1997
of Robin Hood Multifoods Inc.
Robert S. Wright............... 54 Senior Vice President and August 2000 to present
President, U.S. Foodservice
Operations and Multifoods
Distribution Group
Senior Vice President and 1999 to 2000
President, U.S. Foodservice
Operations
Vice President and President, 1995 to 1999
North America Foods
The executive officers of Multifoods are elected annually by the Board of
Directors with the exception of the Presidents of our business units, who hold
appointed offices.
ITEM 11. EXECUTIVE COMPENSATION.
The section under the heading "Election of Directors" entitled "Compensation
of Directors" on pages 9 and 10 and the section entitled "Executive
Compensation" on pages 14 through 20 of the 2001 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 3 through 5 of the 2001 Proxy Statement is incorporated
herein by reference.
For purposes of computing the market value of our Common Stock held by
non-affiliates of Multifoods on the cover page of this Report, all executive
officers and directors of Multifoods are considered to be affiliates of
Multifoods. This does not represent an admission by us or any such person as to
the affiliate status of such person.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
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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 2001 Annual Report to Stockholders, are incorporated by
reference in Part II, Item 8, hereof:
Independent Auditors' Report
Consolidated Statements of Operations--Years ended March 3,
2001, February 29, 2000 and February 28, 1999
Consolidated Balance Sheets--March 3, 2001 and February 29,
2000
Consolidated Statements of Cash Flows--Years ended March 3,
2001, February 29, 2000 and February 28, 1999
Consolidated Statements of Shareholders' Equity--Years ended
March 3, 2001, February 29, 2000 and February 28, 1999
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
2.1 Asset Purchase and Sale Agreement by and among General
Mills, Inc., The Pillsbury Company (together, the Sellers)
and International Multifoods Corporation (the Buyer) dated
as of February 4, 2001.
The Company hereby agrees to furnish to the Securities and
Exchange Commission upon request copies of all Exhibits and
Schedules to the Asset Purchase and Sale Agreement.
2.2 First Amendment to Asset Purchase and Sale Agreement by and
among General Mills, Inc., The Pillsbury Company (together,
the Sellers) and International Multifoods Corporation (the
Buyer) dated as of April 26, 2001.
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 29, 2000).
11
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 October 24, 2000 among
International Multifoods Corporation, various financial
institutions, SunTrust Bank, as Syndication Agent, U.S. Bank
National Association, as Documentation Agent, and Bank of
America, N.A., as Administrative Agent and Letter of Credit
Issuing Lender (incorporated herein by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 25, 2000).
4.6 Amended and Restated Credit Agreement dated as of
November 17, 2000 among Robin Hood Multifoods Inc., various
financial institutions and Canadian Imperial Bank of
Commerce, as Agent (incorporated herein by reference to
Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 25, 2000).
4.7 Certificate of Designations of Series A Junior Participating
Preferred Capital Stock of International Multifoods
Corporation.
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 Share Rights Agreement, dated as of September 15, 2000,
between International Multifoods Corporation and Wells Fargo
Bank Minnesota, N.A., as Rights Agent (incorporated herein
by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated September 22, 2000).
10.2 1997 Stock-Based Incentive Plan of International Multifoods
Corporation, as amended (incorporated herein by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1997 and Exhibit 10.3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998).*
10.3 Second Amendment to the 1997 Stock-Based Incentive Plan of
International Multifoods Corporation.*
12
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 March 1, 1998
(incorporated herein by reference to Exhibit 10.7 to the
Company's Annual Report on From 10-K for the fiscal year
ended February 28, 1998).*
10.7 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997, as further
amended (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 and Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 28, 1998).*
10.8 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Norwest Bank Minnesota, National
Association, as successor trustee to Bank of America NT and
SA, relating to the Management Benefit Plan of International
Multifoods Corporation (incorporated herein by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993).*
10.9 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of
September 17, 1993, 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).*
10.10 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).*
10.11 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).*
10.12 Employment Agreement, dated as of November 1, 1996, between
International Multifoods Corporation and Gary E. Costley, as
amended (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 and Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998).*
10.13 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).*
10.14 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).*
13
10.15 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).*
10.16 Memorandum of understanding, dated September 20, 1996,
between Frank W. Bonvino and International Multifoods
Corporation regarding supplemental retirement benefits
(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, 1999).*
10.17 Amendment to Supplemental Retirement Agreement, dated
March 23, 2000, between Frank W. Bonvino and International
Multifoods Corporation (incorporated herein by reference to
Exhibit 10.22 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 2000).*
10.18 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).*
10.19 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).*
10.20 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).*
10.21 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).*
10.22 Stock Purchase Agreement, dated as of August 6, 1999, by and
between International Multifoods Corporation and Gruma S.A.
de C.V., including Note Purchase Agreement attached as
Exhibit A thereto (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K
dated August 18, 1999).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 2001 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 LLP.
- ------------------------
* 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 March 3, 2001.
(c) See Exhibit Index and Exhibits attached to this Report.
(d) See Financial Statement Schedules included at the end of this Report.
14
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 29, 2001 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.
Chairman of the Board, President
/s/ GARY E. COSTLEY and Chief Executive Officer
------------------------------------------- (Principal Executive Officer) May 29, 2001
Gary E. Costley, Ph.D. and Director
/s/ JOHN E. BYOM Vice President--Finance, and
------------------------------------------- Chief Financial Officer May 29, 2001
John E. Byom (Principal Financial Officer)
/s/ DENNIS R. JOHNSON
------------------------------------------- Vice President and Controller May 29, 2001
Dennis R. Johnson (Principal Accounting Officer)
/s/ CLAIRE L. ARNOLD
------------------------------------------- Director May 29, 2001
Claire L. Arnold
/s/ ROBERT M. PRICE
------------------------------------------- Director May 29, 2001
Robert M. Price
/s/ NICHOLAS L. REDING
------------------------------------------- Director May 29, 2001
Nicholas L. Reding
/s/ JACK D. REHM
------------------------------------------- Director May 29, 2001
Jack D. Rehm
/s/ LOIS D. RICE
------------------------------------------- Director May 29, 2001
Lois D. Rice
/s/ RICHARD K. SMUCKER
------------------------------------------- Director May 29, 2001
Richard K. Smucker
/s/ DOLPH W. VON ARX
------------------------------------------- Director May 29, 2001
Dolph W. von Arx
15
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of
International Multifoods Corporation:
Under date of March 27, 2001, we reported on the consolidated balance sheets
of International Multifoods Corporation and subsidiaries as of March 3, 2001 and
February 29, 2000, and the related consolidated statements of operations, cash
flows and shareholders' equity for each of the years in the three-year period
ended March 3, 2001, as contained in the 2001 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
March 3, 2001. 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 LLP
Minneapolis, Minnesota
March 27, 2001
SCHEDULE II
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED MARCH 3, 2001
(IN THOUSANDS)
ADDITIONS
------------
BALANCE AT NET CHARGES BALANCE
BEGINNING TO COSTS AND (ADDITIONS)/ AT END
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS OF YEAR
- ----------- ---------- ------------ ------------ --------
Allowance deducted from assets for doubtful
receivables:
Year ended March 3, 2001........................... $4,938 $2,345 $3,072 (a) $4,211
====== ====== ====== ======
Year ended February 29, 2000....................... $3,034 $1,847 $ (57)(a) $4,938
====== ====== ====== ======
Year ended February 28, 1999....................... $4,317 $ 713 $1,996 (a) $3,034
====== ====== ====== ======
- ------------------------
Note: (a) (Additions)/Deductions include accounts charged off, net of
recoveries, and foreign currency translation adjustments which arise
from changes in current rates of exchange.
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED MARCH 3, 2001
2.1 Asset Purchase and Sale Agreement by and among General
Mills, Inc., The Pillsbury Company (together, the Sellers)
and International Multifoods Corporation (the Buyer) dated
as of February 4, 2001.
The Company hereby agrees to furnish to the Securities and
Exchange Commission upon request copies of all Exhibits and
Schedules to the Asset Purchase and Sale Agreement.
2.2 First Amendment to Asset Purchase and Sale Agreement by and
among General Mills, Inc., The Pillsbury Company (together,
the Sellers) and International Multifoods Corporation (the
Buyer) dated as of April 26, 2001.
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 29, 2000).
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 October 24, 2000 among
International Multifoods Corporation, various financial
institutions, SunTrust Bank, as Syndication Agent, U.S. Bank
National Association, as Documentation Agent, and Bank of
America, N.A., as Administrative Agent and Letter of Credit
Issuing Lender (incorporated herein by reference to
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 25, 2000).
4.6 Amended and Restated Credit Agreement dated as of
November 17, 2000 among Robin Hood Multifoods Inc., various
financial institutions and Canadian Imperial Bank of
Commerce, as Agent (incorporated herein by reference to
Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 25, 2000).
4.7 Certificate of Designations of Series A Junior Participating
Preferred Capital Stock of International Multifoods
Corporation.
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 Share Rights Agreement, dated as of September 15, 2000,
between International Multifoods Corporation and Wells Fargo
Bank Minnesota, N.A., as Rights Agent (incorporated herein
by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated September 22, 2000).
10.2 1997 Stock-Based Incentive Plan of International Multifoods
Corporation, as amended (incorporated herein by reference to
Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1997 and Exhibit 10.3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998).*
10.3 Second 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 March 1, 1998
(incorporated herein by reference to Exhibit 10.7 to the
Company's Annual Report on From 10-K for the fiscal year
ended February 28, 1998).*
10.7 Management Benefit Plan of International Multifoods
Corporation, Restated Effective January 1, 1997, as further
amended (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 and Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 28, 1998).*
10.8 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Norwest Bank Minnesota, National
Association, as successor trustee to Bank of America NT and
SA, relating to the Management Benefit Plan of International
Multifoods Corporation (incorporated herein by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993).*
10.9 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of
September 17, 1993, 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).*
10.10 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).*
10.11 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).*
2
10.12 Employment Agreement, dated as of November 1, 1996, between
International Multifoods Corporation and Gary E. Costley, as
amended (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 and Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998).*
10.13 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).*
10.14 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).*
10.15 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).*
10.16 Memorandum of understanding, dated September 20, 1996,
between Frank W. Bonvino and International Multifoods
Corporation regarding supplemental retirement benefits
(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, 1999).*
10.17 Amendment to Supplemental Retirement Agreement, dated
March 23, 2000, between Frank W. Bonvino and International
Multifoods Corporation (incorporated herein by reference to
Exhibit 10.22 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 2000).*
10.18 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).*
10.19 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).*
10.20 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).*
10.21 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).*
10.22 Stock Purchase Agreement, dated as of August 6, 1999, by and
between International Multifoods Corporation and Gruma S.A.
de C.V., including Note Purchase Agreement attached as
Exhibit A thereto (incorporated herein by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K
dated August 18, 1999).
11 Computation of Earnings (Loss) Per Common Share.
12 Computation of Ratio of Earnings to Fixed Charges.
3
13 2001 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 LLP.
- ------------------------
* 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.
4