SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 28, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number
1-6699
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
41-0871880
(I.R.S. Employer Identification No.)
33 South Sixth Street, Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
(612) 340-3300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock (par value $.10 per share) New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.10 per share,
held by nonaffiliates of the registrant (see Item 12 hereof) as of
May 2, 1994 (based on the closing sale price of $15.875 per share as
reported in the consolidated transaction reporting system on such date)
was $286,175,212.
The number of shares outstanding of the registrant's Common Stock, par
value $.10 per share, as of May 2, 1994 was 18,224,968.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the
fiscal year ended February 28, 1994 are incorporated by reference into
Parts I and II.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held June 17, 1994 are incorporated by reference into
Part III.
In this report, the term "Company" is used to refer to International
Multifoods Corporation and, unless indicated otherwise or the context
suggests otherwise, its subsidiaries.
PART I
Item 1. Business.
General
The Company, incorporated as a Delaware corporation in 1969, is a
diversified food-processing and specialty foodservice distribution company
with major operations in the following three business segments: U.S.
Foodservice, Canadian Foods and Venezuelan Foods.
Financial information for the last three fiscal years relating to
each of the Company's business segments, which is included in Note 18 to
the Company's Consolidated Financial Statements on page 35 of the
Company's Annual Report to Stockholders for the fiscal year ended February
28, 1994 ("1994 Annual Report to Stockholders"), is incorporated herein by
reference.
U.S. Foodservice
U.S. Foodservice consists of Specialty Foodservice Distribution and
Prepared Foods operations.
Specialty Foodservice Distribution is a nationwide sales, marketing
and distribution service for the vending and the pizza and Mexican
restaurant industries.
Vending services include the purchase and distribution of more than
2,000 different food products including candy, snacks, juices, hot
beverages and other food items. Certain products, such as premium ground
and whole-bean coffee, hot cocoa, creamer and sugar are sold under the
Company's Vendor's Select brand. Customers include vending machine
operators, office coffee service operators and other concessionaires.
Full-service inventory and shipping services are provided from the
Company's 20 distribution centers in the United States.
Pizza and Mexican restaurant services include the purchase and
distribution of fresh blended cheeses, toppings, pizza ingredients and
related foodservice items. Certain pizza ingredients are sold under the
Company's Ultimo brand. Customers include pizza and Mexican restaurants,
supermarket delicatessens and schools.
The Specialty Foodservice Distribution products and services are
marketed primarily through the operations' own sales organizations.
Prepared Foods is a nationwide processor and marketer of the
following prepared foods product lines for the U.S. foodservice markets:
frozen specialty foods, meat products, seafood products and bakery
products, including dry mixes, frozen bakery products and frozen desserts.
Frozen specialty foods consist of appetizers, Mexican entrees and
Italian entrees. Appetizers, marketed nationwide under the Fred's Frozen
Foods brand, include frozen finger foods such as breaded vegetables,
breaded cheese, egg rolls, mini burritos, mini tacos and onion rings.
Mexican entrees, marketed primarily in the Western and Southwestern United
States under the Posada and Butcher Boy brands, include burritos,
tortillas, tacos, tamales and enchiladas. Italian entrees, marketed
predominantly on the East Coast under the Rotanelli's brand, include
lasagna, ravioli, stuffed shells and tortellini. The Company has signed a
definitive agreement to sell its frozen specialty foods business. The
transaction is expected to be completed in the first half of fiscal 1995.
Meat products, marketed nationwide under the Reuben/Prepared Foods
brand, include roast beef, ham, turkey, cooked beef and corned beef. The
Company sold its meats business on May 2, 1994.
Seafood products, marketed nationwide primarily under the SeaFest and
Captain JAC brands, include surimi products made primarily from pollock.
Bakery mix products, marketed nationwide under the Multifoods and
JAMCO brands, include donut and muffin mixes, bread, roll and bagel mixes,
cake and danish mixes, cookie mixes, pizza crust mixes and fillings and
icings. Frozen bakery products are also marketed under the JAMCO brand.
The Company also manufactures and markets frozen gourmet desserts under
the Gourmet Baker, Fantasia and JAMCO brands.
The Prepared Foods products are marketed to the foodservice industry
primarily through independent distributors and brokers.
The Company also markets and exports a variety of products under the
Multifoods brand name.
Canadian Foods
Canadian Foods consists of consumer and bakery products operations.
Consumer products include consumer flour under the Robin Hood, Brodie
and Velvet brands, baking mixes under the Robin Hood brand, oat cereals
under the Robin Hood and Old Mill brands, and pickles, relishes and other
condiments under the Bick's, McLaren's, Rose, Habitant and Gattuso labels.
Consumer products are marketed throughout Canada primarily through the
operation's own sales organization, supported by advertising and other
promotional activities.
Bakery products include bakery mixes, wheat flour, durum products and
oat products under the Robin Hood brand, and frozen bakery products under
the Gourmet Baker and Fantasia brands. The bakery products are marketed
throughout Canada to retail, restaurant and wholesale bakeries and pasta
manufacturers through the operation's own sales organization and
independent distributors and brokers.
Venezuelan Foods
Venezuelan Foods consists of consumer products, bakery products and
agricultural operations.
Consumer products include wheat flour, corn flour, whole grain rice,
rice flour and oat cereals, which are sold principally under the Robin
Hood, Juana, Monica, Payara and Lassie brands.
Bakery products include wheat flour, which is sold under the Polar,
Gran Aguante, Goldrim and Elefante brands, and prepared bakery mixes,
which are sold under the Robin Hood brand. Bakery products are marketed
primarily to food processors and commercial and retail bakeries.
The Company's agricultural operation processes and markets animal
feeds, principally under the Super-S brand, to animal producers and farm
distributors.
Venezuelan Foods products are marketed through a combination of the
operation's own sales organization and independent distributors and
brokers.
Operations outside the United States are subject to risks inherent in
operating under different legal systems and various political and economic
environments. In Venezuela, among these risks are inflation and currency
volatility, which are currently affecting results. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition,"
which is included on pages 18-21 of the 1994 Annual Report to Stockholders
and is incorporated by reference in Part II, Item 7 hereof. Also among
the risks are changes in existing tax laws, possible limitations on
foreign investment and dividend repatriation, government price or foreign
exchange controls and restrictions on exchangeability of currency. At the
present time, existing limitations, controls and restrictions do not
significantly affect the Company.
Other Information Relating to the Business of the Company
Competition. All of the segments in which the Company operates are
highly competitive, with numerous competitors of varying sizes. The
Company's products compete on the basis of variety, quality, uniqueness,
product convenience, timely delivery and service as well as price.
Raw Materials. Raw materials are generally available from several
sources, and the Company believes it will continue to be able to obtain
adequate supplies.
Wheat is an important raw material used in each of the Company's
three business segments. In 1993, prolonged flooding in the Upper
Midwestern United States severely impacted the availability of quality
wheat, driving up wheat prices.
Wheat is not grown in Venezuela and adequate quantities of sorghum
are not grown in Venezuela. However, adequate Venezuelan wheat and
sorghum requirements generally are available and procured from sources in
the United States and Canada. Generally, adequate quantities of corn,
which is grown in Venezuela, are available locally. In the event of a
local shortage of corn, the Company has, from time to time, purchased corn
from the world market.
Environmental Regulation. The Company's facilities in the United
States are subject to federal, state and local environmental laws and
regulations. Compliance with these provisions has not had, and the
Company does not expect such compliance to have, any material adverse
effect upon the Company's capital expenditures, net earnings or
competitive position.
The Company has received notices from the U.S. Environmental
Protection Agency that the Company has been identified as a potentially
responsible party ("PRP") under the Comprehensive Environmental Response,
Compensation and Liability Act and may be required to share in the cost of
cleanup of three environmentally contaminated sites. The Company
recognizes that its potential exposure with respect to each of these sites
may be joint and several. However, based upon several factors such as the
volume of material contributed to the sites, the number and financial
viability of other PRP's, allocations of volumetric waste contributions to
other PRP's, remediation cost estimates and the present status of the
proceedings involving such sites, the Company has concluded that its
probable aggregate exposure in regard to such sites is not material.
Employees. As of February 28, 1994, the Company and its subsidiaries
had 8,390 employees.
Item 2. Properties.
The Company's principal executive offices are located in Minneapolis,
Minnesota in leased office space. The Company operates numerous
processing and distribution facilities throughout the United States,
Canada and Venezuela. Management believes that the Company's facilities
are suitable and adequate for the business activities conducted therein.
U.S. Foodservice
In the United States, the Company owns four and leases 24 warehouses
and distribution centers aggregating approximately 2.1 million square
feet. These facilities are located in Commerce, Corona, Fremont, Ontario
and Rialto, California; Denver, Colorado; East Windsor, Connecticut;
Orlando, Florida; Atlanta, Georgia; Danville and Woodridge, Illinois;
Kansas City, Kansas; Louisville, Kentucky; Billerica, Massachusetts;
Belleville, Michigan; Minneapolis and Rice, Minnesota; Greensboro, North
Carolina; Paulsboro and Parsippany, New Jersey; Twinsburg, Ohio; Memphis,
Tennessee; Dallas, Grand Prairie and Houston, Texas; Seattle, Washington;
and Pewaukee, Wisconsin.
The Company operates 15 cash and carry distribution locations, 11 of
which are separate from the Company's other distribution centers. All
except two of the cash and carry distribution locations are leased.
The Company owns 13 and leases four processing facilities. These
processing facilities have a combined annual production capacity of
approximately 1.1 billion pounds and are located in La Mirada, Los
Angeles, Riverside and San Francisco, California; Melrose Park, Illinois;
Nobelsville, Indiana; Bonner Springs, Kansas; Malden, Massachusetts;
Motley, Minnesota; Carthage, Piedmont and Sedalia, Missouri; Albuquerque
and Santa Teresa, New Mexico; Lockport and New Rochelle, New York; and
Elyria, Ohio.
The processing facility located in Santa Teresa, New Mexico was
transferred in connection with the sale of the Company's meats business on
May 2, 1994. The distribution facility located in Rialto, California and
the processing facilities located in Riverside, California; Nobelsville,
Indiana; Carthage and Piedmont, Missouri; Albuquerque, New Mexico; and New
Rochelle, New York will be sold or transferred in connection with the sale
of the Company's frozen specialty foods business.
Canadian Foods
In Canada, the Company's administrative offices are located in
Markham, Ontario in leased office space. The Company owns nine and leases
three processing facilities. These processing facilities have a combined
annual production capacity of approximately 1.6 billion pounds and are
located in Burnaby and Vancouver, British Columbia; Winnipeg, Manitoba;
Burlington, Dunville, Port Colborne, Scarborough, Simcoe and Toronto,
Ontario; Montreal, Quebec; and Saskatoon, Saskatchewan.
The Company also maintains five distribution and sales offices in
Canada.
Venezuelan Foods
In Venezuela, the Company's administrative offices are Company-owned
and located in Caracas. The Company owns 14 processing facilities and
leases one processing facility. These processing facilities have a
combined annual production capacity of approximately 2.9 billion pounds
and are located in Barcelona, Anzoategui; Puerto Cabello and Valencia,
Carabobo; Calabozo, Guarico; Acarigua and Araure, Portuguesa; Cumana,
Sucre; and Maracaibo, Zulia.
The Company owns five and leases nine warehouse and storage
facilities aggregating approximately 100,000 square feet. Additionally,
the Company owns seven grain storage facilities, owns one and leases 16
agricultural distribution centers and operates two Company-owned
hatcheries and one leased hatchery.
Item 3. Legal Proceedings.
Neither the Company nor any of its subsidiaries is a party to any
legal proceeding that is material to the business or financial condition
of the Company. See the information under the heading "Other Information
Relating to the Business of the Company - Environmental Regulation" in
Item 1 above for a description of environmental matters in which the
Company is involved.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of
the Company during the fourth quarter of the fiscal year ended
February 28, 1994.
EXECUTIVE OFFICERS OF THE COMPANY.
The information contained in Item 10 in Part III hereof under the
heading "Executive Officers of the Company" is incorporated by reference
in Part I of this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Company's Common Stock is listed on the New York Stock Exchange.
The high and low sales prices for the Company's Common Stock as reported
in the consolidated transaction reporting system and the amount of the
cash dividends paid on the Company's Common Stock for each quarterly
period within the two most recent fiscal years, shown in Note 19 to the
Company's Consolidated Financial Statements on page 36 of the Company's
1994 Annual Report to Stockholders, are incorporated herein by reference.
As of May 2, 1994, there were 4,942 holders of record of the Common
Stock of the Company.
Item 6. Selected Financial Data.
The information for fiscal years 1990 through 1994 in the "Six-Year
Comparative Summary" on page 37 of the Company's 1994 Annual Report to
Stockholders under the headings "Consolidated Summary of Operations,"
"Year-End Financial Position" and "Dividends Paid" is incorporated herein
by reference. The information contained in Note 4 ("Unusual Items"),
Note 17 ("Post-retirement Health and Life Insurance Benefits") and Note
20("Subsequent Events") to the Company's Consolidated Financial Statements
on pages 27, 34 and 36, respectively, of the Company's 1994 Annual Report
to Stockholders is also incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The information under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 18
through 21 of the Company's 1994 Annual Report to Stockholders is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The Independent Auditors' Report, the Company's Consolidated
Financial Statements as of February 28, 1994 and February 28, 1993, and
for each of the fiscal years in the three-year period ended February 28,
1994, and the Notes to the Company's Consolidated Financial Statements on
pages 22 through 36 of the Company's 1994 Annual Report to Stockholders
are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The section under the heading "Election of Directors" on pages 3
through 5 and the section entitled "Compliance with Section 16(a) of the
Exchange Act" on page 19 of the Company's Proxy Statement dated May 16,
1994 ("1994 Proxy Statement") are incorporated herein by reference.
Executive Officers of the Company
The following sets forth the name, age and business experience for at
least the past five years of each of the executive officers of the Company
as of May 1, 1994. Unless otherwise noted, the positions described are
positions with the Company or its subsidiaries.
Name Age Positions Held Period
Anthony Luiso 50 Chairman of the Board,
President and Chief
Executive Officer 1989 to present
President, Chief
Operating Officer and
a Director 1988 to 1989
Frank W. Bonvino 52 Vice President, General
Counsel and Secretary 1992 to present
Vice President and
Associate General Counsel 1991 to 1992
Associate General Counsel 1986 to 1991
Duncan H. Cocroft 50 Vice President-Finance and
Chief Financial Officer 1990 to present
Vice President,
SmithKline Beecham 1989 to 1990
Vice President and Treasurer,
SmithKline Beckman 1987 to 1989
Jay I. Johnson 56 Group Vice President 1988 to present
Robert F. Maddocks 63 Vice President-Human
Resources 1990 to present
Consultant 1988 to 1990
Senior Vice President-Human
Resources,
Beatrice U.S. Food 1985 to 1988
A. Harry Vis 62 Group Vice President 1993 to present
President-Robin Hood
Multifoods Inc. 1989 to present
The executive officers of the Company are elected annually by the
Board of Directors.
Item 11. Executive Compensation.
The section under the heading "Election of Directors" entitled
"Compensation of Directors" on page 7 and the section entitled "Executive
Compensation" on pages 11 through 17 of the Company's 1994 Proxy Statement
are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The section entitled "Security Ownership of Certain Beneficial Owners
and Management" on pages 2 and 3 of the Company's 1994 Proxy Statement is
incorporated herein by reference.
For purposes of computing the market value of the Company's Common
Stock held by nonaffiliates of the Company on the cover page of this
report, all executive officers and directors of the Company are considered
to be affiliates of the Company. This does not represent an admission by
the Company or any such person as to the affiliate status of such person.
All shares of the Company's Cumulative Redeemable Sinking Fund First
Preferred Capital Stock, Series A, C, D and E, par value $100 per share,
have been excluded from such computation of market value because such
shares are not actively traded.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a) Documents Filed as a Part of this Report
1. Financial Statements
The following consolidated financial statements of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon, included in the Company's 1994 Annual Report to
Stockholders, are incorporated by reference in Part II, Item 8 hereof:
Independent Auditors' Report
Consolidated Balance Sheets - February 28, 1994 and
February 28, 1993
Consolidated Statements of Operations - Years ended
February 28, 1994, February 28, 1993 and February 29,
1992
Consolidated Statements of Cash Flows - Years ended
February 28, 1994, February 28, 1993 and
February 29, 1992
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The consolidated financial statement schedules of International
Multifoods Corporation and subsidiaries and the Independent Auditors'
Report thereon required to be filed as part of this report are listed
below and are included at the end of this report.
Independent Auditors' Report
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant and Equipment
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-term Borrowings
Schedule X - Supplementary Earnings Statement
Information
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and,
therefore, have been omitted.
3. Exhibits
3.1 Restated Certificate of Incorporation of International
Multifoods Corporation, as amended to date (incorporated herein by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993).
3.2 Bylaws of International Multifoods Corporation, as amended
to date.
4.1 Indenture, dated as of January 1, 1990, between International
Multifoods Corporation and Morgan Guaranty Trust Company of New York
(incorporated herein by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).
4.2 First Supplemental Indenture, dated as of May 29, 1992,
supplementing the Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and Morgan Guaranty Trust Company of
New York (incorporated herein by reference to Exhibit 4.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).
4.3 Officers' Certificate, with exhibits thereto, establishing
the terms of the series of securities issuable under the Indenture, dated
as of January 1, 1990, as supplemented by the First Supplemental
Indenture, dated as of May 29, 1992, between International Multifoods
Corporation and Morgan Guaranty Trust Company of New York (incorporated
herein by reference to Exhibit 4.3 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among
International Multifoods Corporation, Morgan Guaranty Trust Company of New
York and The Depository Trust Company (incorporated herein by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1993).
The Company hereby agrees to furnish to the Securities and
Exchange Commission upon request copies of all other instruments defining
the rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended as
of March 1, 1993, between International Multifoods Corporation and Norwest
Bank Minnesota, N.A., with exhibits thereto (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-A
dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated
March 1, 1993 to the Company's Registration Statement on Form 8-A dated
October 11, 1990).
10.2 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.3 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-6223)).*
10.4 1983 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 2-84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as
of November 16, 1990, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1990 and Exhibit 10(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference to Exhibit
10(b) to the Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1990 and Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended February 28, 1991).*
10.7 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H.
Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by
reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1991).*
10.8 Restricted Stock Award Agreement, dated as of December 11,
1992, between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.9 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of September 17, 1993 (incorporated
herein by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.10 Management Benefit Plan of International Multifoods
Corporation, Restated Effective September 17, 1993 (incorporated herein by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the quarter ended November 30, 1993).*
10.11 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.12 Executive Employees' Pension Plan of Robin Hood Multifoods
Inc., as amended to date.*
10.13 Pension Trust Agreement, dated as of June 30, 1992, between
Robin Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.*
10.14 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental pension
benefits.*
10.15 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.16 Deferred Income Capital Accumulation Plan for Executives of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.17 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended November 30,
1993).*
10.18 Trust Agreement, dated February 25, 1991, between
International Multifoods Corporation and Bank of America NT and SA
relating to the Supplemental Retirement Benefit for Anthony Luiso
(incorporated herein by reference to Exhibit 10.14 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.19 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Anthony Luiso (incorporated herein by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated
herein by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.21 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.22 Deferred Income Capital Accumulation Plan for Directors of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.23 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.24 Asset Purchase Agreement dated November 15, 1991 between AGP,
L.P. (as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The
Pickaway Grain Company (as the sellers) (incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report on Form 8-K dated
December 2, 1991).
10.25 Share Purchase Agreement dated November 15, 1991 between AGP,
Inc. (as the purchaser) and Damca International Corporation and Robin Hood
Multifoods, Inc. (as the sellers) (incorporated herein by reference to
Exhibit 2(b) to the Company's Current Report on Form 8-K dated December 2,
1991).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1994 Annual Report to Stockholders (only those portions
expressly incorporated by reference herein shall be deemed filed with the
Securities and Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG Peat Marwick.
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
February 28, 1994.
(c) See Exhibit Index and Exhibits attached to this report.
(d) See Financial Statement Schedules included at the end of
this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL MULTIFOODS CORPORATION
Dated: May 13, 1994 By /s/ Anthony Luiso
Anthony Luiso
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
/s/ Anthony Luiso Chairman of the Board, President May 13, 1994
Anthony Luiso and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Duncan H. Cocroft Vice President - Finance May 13, 1994
Duncan H. Cocroft and Chief Financial Officer
(Principal Financial Officer)
/s/ Edgardo E. Rodriguez Vice President and May 13, 1994
Edgardo E. Rodriguez Controller
(Principal Accounting Officer)
/s/ William A. Andres Director May 13, 1994
William A. Andres
/s/ James G. Fifield Director May 13, 1994
James G. Fifield
/s/ Robert M. Price Director May 13, 1994
Robert M. Price
/s/ Nicholas L. Reding Director May 13, 1994
Nicholas L. Reding
/s/ Jack D. Rehm Director May 13, 1994
Jack D. Rehm
/s/ Lois D. Rice Director May 13, 1994
Lois D. Rice
/s/ Peter S. Willmott Director May 13, 1994
Peter S. Willmott
Independent Auditors' Report
The Board of Directors and Shareholders
International Multifoods Corporation:
Under date of April 13, 1994, we reported on the consolidated balance
sheets of International Multifoods Corporation and subsidiaries as of
February 28, 1994 and 1993 and the related consolidated statements of
operations and cash flows for each of the years in the three-year period
ended February 28, 1994, as contained in the 1994 Annual Report to
Stockholders. These consolidated financial statements and our report
thereon are incorporated by reference in the Annual Report on Form 10-K
for the fiscal year ended February 28, 1994. In connection with our
audits of the aforementioned consolidated financial statements, we also
have audited the related consolidated financial statement schedules listed
in Item 14. These consolidated financial statement schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statement schedules
based on our audits.
In our opinion, such consolidated financial statement schedules, when
considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the
information set forth therein.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
April 13, 1994
Schedule V
<TABLE>
<CAPTION>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Property, Plant and Equipment (a)
(in thousands)
Foreign
Balance at exchange Balance
beginning Additions and other at end
Description of year at cost Acquisitions(b) Retirements changes(d) of year
<S> <C> <C> <C> <C> <C> <C>
Year ended February 28, 1994
Land $ 10,814 $ 540 $ - $ (284) $ (337) $ 10,733
Buildings and improvements 106,641 11,799 156 (4,741) (6,114) 107,741
Machinery and equipment 216,384 20,714 1,489 (9,989) (14,760) 213,838
Transportation equipment 5,775 358 31 (1,344) (142) 4,678
Improvements in progress 22,314 18,493 - - (2,067) 38,740
$361,928 $51,904 $ 1,676 $(16,358) $(23,420)(e) $375,730
Year ended February 28, 1993
Land $ 9,391 $ 1,335 $ 347 $ - $ (259) $ 10,814
Buildings and improvements 93,995 12,863 2,867 (1,104) (1,980) 106,641
Machinery and equipment 194,347 28,539 6,378 (5,307) (7,573) 216,384
Transportation equipment 5,972 522 44 (324) (439) 5,775
Improvements in progress 19,644 2,424 1,917 - (1,671) 22,314
$323,349 $45,683 $11,553 $ (6,735) $(11,922) $361,928
Year ended February 29, 1992
Land $ 11,260 $ 1,278 $ 750 $ (3,593) $ (304) $ 9,391
Buildings and improvements 102,215 18,803 7,751 (27,805) (6,969) 93,995
Machinery and equipment 206,666 36,367 9,558 (49,097) (9,147) 194,347
Transportation equipment 15,964 585 185 (10,574) (188) 5,972
Improvements in progress 30,234 (5,854) - (3,079) (1,657) 19,644
$366,339 $51,179 $18,244 $(94,148)(c) $(18,265)(f) $323,349
</TABLE>
Notes: (a) Generally, depreciable lives for owned property range from 20 to
50 years for buildings, 5 to 25 years for machinery and equipment
and 3 to 30 years for transportation equipment. Leasehold
improvements are depreciated over terms of leases or useful
life of property, whichever is less.
(b) Businesses acquired for cash and notes.
(c) Includes approximately $78.2 million from the sale of North
American agribusinesses.
(d) Foreign exchange represents translation adjustments arising from
changes in rates of exchange.
(e) Includes $6.1 million write-down of Meats business assets to
expected realizable value and other asset write-downs of $4.5
million primarily related to the closing of certain U.S. and
Canadian facilities.
(f) Includes other changes of $10.8 million which principally
represent capital lease terminations.
Schedule VI
<TABLE>
<CAPTION>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Accumulated Depreciation and Amortization of Property, Plant and Equipment
(in thousands)
Additions Foreign
Balance at charged to exchange
beginning costs and and other Balance at
Description of year expenses Retirements changes(a) end of year
<S> <C> <C> <C> <C> <C>
Year ended February 28, 1994
Buildings and improvements $ 23,504 $ 4,695 $ (1,329) $ 27 $ 26,897
Machinery and equipment 88,801 19,684 (7,525) (1,571) 99,389
Transportation equipment 3,904 562 (850) (63) 3,553
$116,209 $24,941 $ (9,704) $(1,607) $129,839
Year ended February 28, 1993
Buildings and improvements $ 20,645 $ 4,459 $ (1,087) $ (513) $ 23,504
Machinery and equipment 77,959 18,546 (4,719) (2,985) 88,801
Transportation equipment 3,462 785 (259) (84) 3,904
$102,066 $23,790 $ (6,065) $(3,582) $116,209
Year ended Feburary 29, 1992
Buildings and improvements $ 31,624 $ 4,894 $(12,023) $(3,850) $ 20,645
Machinery and equipment 88,797 17,900 (24,203) (4,535) 77,959
Transportation equipment 6,688 1,914 (4,799) (341) 3,462
$127,109 $24,708 $(41,025)(b) $(8,726)(c) $102,066
</TABLE>
Note: (a) Foreign exchange represents translation adjustments arising
from changes in rates of exchange.
(b) Includes approximately $31.3 million from the sale of North
American agribusinesses.
(c) Includes other changes of $6.4 million which principally
represent capital lease terminations.
Schedule VIII
<TABLE>
<CAPTION>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended February 28, 1994
(in thousands)
Additions
----------------------
Balance at Net charges Balance
beginning to costs and at end
Description of year expenses Other Deductions of year
<S> <C> <C> <C> <C> <C>
Allowance deducted from assets
for doubtful receivables:
Year ended February 28, 1994 $5,611 $3,783 $ - $4,175(b) $5,219(c)
Year ended February 28, 1993 $5,153 $2,953 $ 91(a) $2,586(b) $5,611(c)
Year ended February 29, 1992 $5,388 $3,014 $505(a) $3,754(b) $5,153(c)
</TABLE>
Notes: (a) Acquired in purchase of businesses.
(b) Deductions include accounts charged off, net of recoveries, and
foreign currency translation adjustments which arise from changes
in current rates of exchange. Foreign currency translation
adjustments were $116,000, $90,000, and $101,000 in 1994, 1993,
and 1992, respectively. 1992 also includes $467,000 from the
sale of businesses.
(c) Classified in the balance sheets as follows:
1994 1993 1992
Trade accounts receivable $5,187 $5,433 $4,921
Miscellaneous receivables - current 32 178 232
$5,219 $5,611 $5,153
Schedule IX
<TABLE>
<CAPTION>
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Short-term Borrowings
Three years ended February 28, 1994
(dollars in thousands)
Weighted
Weighted Maximum amount Average daily daily average
Balance at average outstanding amount outstanding interest rate
Description end of year interest rate(c) during the year during the year during the year(c)
<S> <C> <C> <C> <C> <C>
February 28, 1994
Commercial paper (a) $26,154(e) 3.67% $ 70,152(e) $40,604(e) 4.22%
Notes payable (b) - U.S. $19,000 3.68% $ 59,000 $11,815 3.30%
- Non-U.S. 13,497 45.65%(d) 15,031 8,865 26.85%(d)
- Total $32,497(e) 21.11% $ 74,031(e) $20,680(e) 11.34%
February 28, 1993
Commercial paper (a) $ 9,841(e) 6.69% $ 33,282(e) $24,342(e) 5.29%
Notes payable (b) - U.S. $ - - $ 11,963 $ 8,984 3.60%
- Non-U.S. 14,028 4.47%(d) 44,297 25,246 18.60%(d)
- Total $14,028(e) 4.47% $ 56,260(e) $34,230(e) 14.69%
February 29, 1992
Commercial paper (a) $ -(e) - $ 72,182(e) $31,606(e) 6.68%
Notes payable (b) - U.S. $ - - $ 91,157 $25,978 5.94%
- Non-U.S. 45,939 26.26%(d) 36,143 40,698 27.20%(d)
- Total $45,939(e) 26.26% $127,300(e) $66,676(e) 18.68%
</TABLE>
Notes: (a) Commercial paper matures generally no more than six months from
date of issue with no provisions for the extension of its
maturity.
(b) Notes Payable include amounts under the Company's revolving
credit agreements (see Note 9 of Notes to Consolidated Financial
Statements of the 1994 Annual Report to Stockholders).
Borrowings in Venezuela include amounts under uncommitted lines
of credit.
(c) Excludes bank fees for credit lines of other borrowing
facilities.
(d) Non-U.S. weighted average and weighted daily average interest
rates are computed on a basis which includes the Venezuela
interest costs that have been reclassified to cost of sales.
(e) The Company classified certain short-term borrowings as long-
term as a result of the Company's intent to refinance this debt
on a long-term basis and the availability of such financing under
the terms of the Company's revolving credit agreements. If the
classifications had not been made, the maximum amount and average
daily amount of total notes payable outstanding would have been
$149,031,000 and $26,133,000, respectively, for the fiscal year
ended February 28, 1994, $69,270,000 and $35,720,000,
respectively, for the fiscal year ended February 28, 1993, and
$177,770,000 and $69,254,000, respectively, for the fiscal year
ended February 29, 1992. The maximum amount and the average
daily amount of commercial paper outstanding would have been
$131,590,000 and $98,172,000, respectively, for the fiscal year
ended February 28, 1994,$115,539,000 and $86,041,000,
respectively, for the fiscal year ended February 28, 1993, and
$72,182,000 and $49,964,000, respectively, for the fiscal year
ended February 29, 1992.
Schedule X
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Supplementary Earnings Statement Information
Three years ended February 28, 1994
(in thousands)
Charged to Costs and Expenses
1994 1993 1992
Description
Maintenance and repairs $20,790 $20,299 $27,800
Other items requiring disclosure are not shown as they individually are
less than 1% of net sales.
INDEX TO EXHIBITS
TO ANNUAL REPORT ON FORM 10-K OF
INTERNATIONAL MULTIFOODS CORPORATION
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994
3.1 Restated Certificate of Incorporation of International Multifoods
Corporation, as amended to date (incorporated herein by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1993).
3.2 Bylaws of International Multifoods Corporation, as amended to
date.
4.1 Indenture, dated as of January 1, 1990, between International
Multifoods Corporation and Morgan Guaranty Trust Company of New York
(incorporated herein by reference to Exhibit 4.1 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).
4.2 First Supplemental Indenture, dated as of May 29, 1992,
supplementing the Indenture, dated as of January 1, 1990, between
International Multifoods Corporation and Morgan Guaranty Trust Company of
New York (incorporated herein by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1993).
4.3 Officers' Certificate, with exhibits thereto, establishing the
terms of the series of securities issuable under the Indenture, dated as
of January 1, 1990, as supplemented by the First Supplemental Indenture,
dated as of May 29, 1992, between International Multifoods Corporation
and Morgan Guaranty Trust Company of New York (incorporated herein by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
4.4 Letter of Representations, dated May 29, 1992, among
International Multifoods Corporation, Morgan Guaranty Trust Company of
New York and The Depository Trust Company (incorporated herein by
reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993).
The Company hereby agrees to furnish to the Securities and Exchange
Commission upon request copies of all other instruments defining the
rights of holders of long-term debt of International Multifoods
Corporation and its consolidated subsidiaries.
10.1 Rights Agreement, dated as of October 4, 1990, as amended as of
March 1, 1993, between International Multifoods Corporation and Norwest
Bank Minnesota, N.A., with exhibits thereto (incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-
A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated
March 1, 1993 to the Company's Registration Statement on Form 8-A dated
October 11, 1990).
10.2 Amended and Restated 1989 Stock-Based Incentive Plan of
International Multifoods Corporation (incorporated herein by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1993).*
10.3 1986 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
6223)).*
10.4 1983 Stock Option Incentive Plan of International Multifoods
Corporation (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-8 (Registration No. 2-
84236)).*
10.5 Award Agreement, dated as of August 18, 1989, as amended as of
November 16, 1990, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1990 and Exhibit 10(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1991).*
10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as
amended as of November 16, 1990, between International Multifoods
Corporation and Anthony Luiso (incorporated herein by reference to
Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 and Exhibit 10(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1991).*
10.7 Stock Option Award Agreements, dated as of November 16, 1990,
between International Multifoods Corporation and each of Duncan H.
Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by
reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the
Company's Annual Report on Form 10-K for the fiscal year ended February
28, 1991).*
10.8 Restricted Stock Award Agreement, dated as of December 11, 1992,
between International Multifoods Corporation and Anthony Luiso
(incorporated herein by reference to Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.9 Management Incentive Plan of International Multifoods
Corporation, Amended and Restated as of September 17, 1993 (incorporated
herein by reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*
10.10 Management Benefit Plan of International Multifoods Corporation,
Restated Effective September 17, 1993 (incorporated herein by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.11 Trust Agreement, dated July 30, 1987, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Management Benefit Plan of International Multifoods Corporation
(incorporated herein by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*
10.12 Executive Employees' Pension Plan of Robin Hood Multifoods Inc.,
as amended to date.*
10.13 Pension Trust Agreement, dated as of June 30, 1992, between
Robin Hood Multifoods Inc. and The Canada Trust Company relating to the
Executive Employees' Pension Plan of Robin Hood Multifoods Inc.*
10.14 Agreement, dated October 28, 1991, between International
Multifoods Corporation and A. Harry Vis regarding supplemental pension
benefits.*
10.15 Compensation Deferral Plan for Executives of International
Multifoods Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.16 Deferred Income Capital Accumulation Plan for Executives of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.17 Revised and Restated Employment Agreement, dated as of
September 17, 1993, between International Multifoods Corporation and
Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended November
30, 1993).*
10.18 Trust Agreement, dated February 25, 1991, between International
Multifoods Corporation and Bank of America NT and SA relating to the
Supplemental Retirement Benefit for Anthony Luiso (incorporated herein by
reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1993).*
10.19 Form of Revised and Restated Severance Agreement between
International Multifoods Corporation and each of the Company's executive
officers, other than Anthony Luiso (incorporated herein by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*
10.20 Form of Indemnity Agreement between International Multifoods
Corporation and each of the Company's executive officers (incorporated
herein by reference to Exhibit 10.19 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.21 Fee Deferral Plan for Non-Employee Directors of International
Multifoods Corporation, Amended and Restated as of September 17, 1993
(incorporated herein by reference to Exhibit 10.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).*
10.22 Deferred Income Capital Accumulation Plan for Directors of
International Multifoods Corporation, Amended and Restated as of
September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1993).*
10.23 Form of Indemnity Agreement between International Multifoods
Corporation and each non-employee director of the Company (incorporated
herein by reference to Exhibit 10.21 to the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993).*
10.24 Asset Purchase Agreement dated November 15, 1991 between AGP,
L.P. (as the purchaser) and International Multifoods Corporation,
Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The
Pickaway Grain Company (as the sellers) (incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report on Form 8-K dated
December 2, 1991).
10.25 Share Purchase Agreement dated November 15, 1991 between AGP,
Inc. (as the purchaser) and Damca International Corporation and Robin
Hood Multifoods, Inc. (as the sellers) (incorporated herein by reference
to Exhibit 2(b) to the Company's Current Report on Form 8-K dated
December 2, 1991).
11 Computation of Earnings Per Share.
12 Computation of Ratio of Earnings to Fixed Charges.
13 1994 Annual Report to Stockholders (only those portions
expressly incorporated by reference herein shall be deemed filed with the
Securities and Exchange Commission).
21 List of significant subsidiaries of the Company.
23 Consent of KPMG Peat Marwick.
*Management contract or compensatory plan or arrangement required to be
filed as an exhibit to Form 10-K pursuant to Item 14(c) of this report.
GRAPHIC MATERIAL CROSS-REFERENCE PAGE
Annual Report on Form 10-K
Exhibit 13 (Selected portions of the Company's 1994 Annual Report to
Stockholders)
Five bar graphs, which have been omitted from the EDGAR version of
Exhibit 13, are included under the heading "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 18-21
of the Company's 1994 Annual Report to Stockholders. The text and
numbers used in each of the bar graphs, identified below, are contained
in a table in the EDGAR version of Exhibit 13 in the location where the
respective bar graph appears in the printed version of the Company's 1994
Annual Report to Stockholders.
Bar Graphs:
Net Sales for each of the fiscal years in the three-year period ended
February 28, 1994 - page 18 of the Company's 1994 Annual Report to
Stockholders
Segment Earnings for each of the fiscal years in the three-year period
ended February 28, 1994 - page 18 of the Company's 1994 Annual Report to
Stockholders
Debt to Total Capitalization as of February 29, 1992, February 28, 1993
and February 28, 1994 - page 20 of the Company's 1994 Annual Report to
Stockholders
Cash Flow from Earnings, Depreciation and Amortization for each of the
fiscal years in the three-year period ended February 28, 1994 - page 21
of the Company's 1994 Annual Report to Stockholders
Capital Expenditures for each of the fiscal years in the three-year
period ended February 28, 1994 - page 21 of the Company's 1994 Annual
Report to Stockholders
EXHIBIT 3.2
BYLAWS OF
INTERNATIONAL MULTIFOODS CORPORATION
(A Delaware Corporation)
ARTICLE I
Meetings of Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders of
International Multifoods Corporation (hereinafter called the "Corporation")
for the election of directors and for the transaction of such other
business as may come before the meeting shall be held on the third Friday
in June in each year, if not a legal holiday, and if a legal holiday, then
on the next succeeding day not a legal holiday, at such time as shall be
designated by the Board of Directors, the Chairman of the Board of
Directors, or the President. If the annual meeting shall not be held on
the day hereinabove provided for, the Board of Directors (hereinafter
called the "Board") shall call a meeting for the election of directors as
soon thereafter as convenient.
Section 2. Special Meetings. Special meetings of the stockholders,
unless otherwise prescribed by statute, may be called at any time by the
Board or by the Chairman of the Board.
Section 3. Notice of Meetings. Notice of the place, date and time of
the holding of each annual and special meeting of the stockholders and, in
the case of a special meeting, the purpose or purposes thereof, shall be
given personally or by mail in a postage prepaid envelope to each
stockholder entitled to vote at such meeting, not less than ten nor more
than sixty days before the date of such meeting, and, if mailed, it shall
be directed to such stockholder at his address as it appears on the records
of the Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address.
Notice of any meeting of stockholders shall not be required to be given to
any stockholder who shall attend such meeting in person or by proxy and
shall not, at the beginning of such meeting, object to the transaction of
any business because the meeting is not lawfully called or convened, or who
shall, either before or after the meeting, submit a signed waiver of
notice, in person or by proxy. Unless the Board shall fix after the
adjournment a new record date for an adjourned meeting, notice of such
adjourned meeting need not be given if the time and place to which the
meeting shall be adjourned were announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 4. Place of Meetings. Meetings of the stockholders may be
held at such place, within or without the State of Delaware, as the Board
or the officer calling the same shall specify in the notice of such
meeting, or in a duly executed waiver of notice thereof.
Section 5. Quorum. At all meetings of the stockholders the holders
of a majority of the votes of the shares of stock of the Corporation issued
and outstanding and entitled to vote shall be present in person or by proxy
to constitute a quorum for the transaction of any business, except when
stockholders are required to vote by class, in which event a majority of
the issued and outstanding shares of the appropriate class shall be present
in person or by proxy, or except as otherwise provided by statute or in the
Certificate of Incorporation. In the absence of a quorum, the holders of a
majority of the votes of the shares of stock present in person or by proxy
and entitled to vote, or if no stockholder entitled to vote is present,
then any officer of the Corporation may adjourn the meeting from time to
time. At any such adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at the meeting
as originally called.
Section 6. Organization. At each meeting of the stockholders, the
Chairman of the Board, or in the absence or inability to act of the
Chairman of the Board, the Chairman of the Executive Committee, or in the
absence of both the Chairman of the Board and the Chairman of the Executive
Committee, the President, or in the absence of the President, that Vice
President who is present shall preside as shall be determined from time to
time by the Board or, in absence of any such determination, that Vice
President who is present who is oldest in seniority of service in that
office, or if two or more have equal service, who is oldest in age, shall
act as chairman of the meeting. The Secretary, or, in his absence or
inability to act, an Assistant Secretary or any person appointed by the
chairman of the meeting, shall act as secretary of the meeting and keep the
minutes thereof.
Section 7. Order of Business. The order of business at all meetings
of the stockholders shall be as determined by the chairman of the meeting.
Section 8. Voting. Except as otherwise provided by statute, the
Certificate of Incorporation, or any certificate duly filed in the State of
Delaware pursuant to Section 151 of the Delaware General Corporation Law,
each holder of record of shares of stock of the Corporation having voting
power shall be entitled at each meeting of the stockholders to one vote for
every share of such stock standing in his name on the record of
stockholders of the Corporation on the date fixed by the Board as the
record date for the determination of the stockholders who shall be entitled
to notice of and to vote at such meeting; or if such record date shall not
have been so fixed, then at the close of business on the day next preceding
the day on which notice thereof shall be given, or if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held; and each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him by a
proxy signed by such stockholder or his attorney-in-fact. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies. No
proxy shall be valid after the expiration of three years from the date
thereof, unless otherwise provided in the proxy. Except as otherwise
provided by statute, these Bylaws, or the Certificate of Incorporation, any
corporate action to be taken by vote of the stockholders shall be
authorized by a majority of the total votes, or when stockholders are
required to vote by class by a majority of the votes of the appropriate
class, cast at a meeting of stockholders by the holders of shares present
in person or represented by proxy and entitled to vote on such action.
Unless required by statute, or determined by the chairman of the meeting to
be advisable, the vote on any question need not be by written ballot. On a
vote by written ballot, each ballot shall be signed by the stockholder
voting, or by his proxy, if there be such proxy, and shall state the number
of shares voted.
Section 9. List of Stockholders. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.
Section 10. Inspectors. The Board may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournments thereof. If the inspectors shall not be so appointed or if
any of them shall fail to appear or act, the chairman of the meeting may,
and on the request of any stockholder entitled to vote thereat shall,
appoint inspectors. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the
best of his ability. On request of the chairman of the meeting or any
stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate
for the office of director shall act as inspector of an election of
directors. Inspectors need not be stockholders.
Section 11. Stockholder Action. Except as otherwise provided by the
Certificate of Incorporation, any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly called
annual or special meeting of the stockholders of the Corporation and may
not be effected by any consent in writing by such stockholders.
Section 12. Business to be Conducted. (a) At any annual meeting of
the stockholders, only such business shall be conducted as shall have been
brought before the meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Corporation who is entitled to
vote with respect thereto and who complies with the procedures set forth in
this Section 12. For business to be properly brought before an annual
meeting by a stockholder, such business must be a proper subject for
stockholder action and the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered or mailed to and received at the
principal executive offices of the Corporation not less than thirty (30)
days prior to the date of the annual meeting; provided, however, that in
the event that less than forty (40) days notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each matter
such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (iii) the class and number of
shares of the Corporation's capital stock that are beneficially owned by
such stockholder and (iv) any material interest of such stockholder in such
business. Notwithstanding anything in the Bylaws to the contrary, no
business shall be brought before or conducted at an annual meeting except
in accordance with the provisions of this Section 12. The officer of the
Corporation or other person presiding at the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with such provisions
and, if he should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting
shall not be transacted.
(b) At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting by or at
the direction of the Board of Directors.
(c) Notwithstanding this Section 12, only persons who are nominated
in accordance with the procedures set forth in Article Thirteenth of the
Certificate of Incorporation shall be eligible for election as directors.
ARTICLE II
Board of Directors
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by the Board. The Board may exercise all such
authority and powers of the Corporation and do all such lawful acts and
things as are not by statute or the Certificate of Incorporation directed
or required to be exercised or done by the stockholders.
Section 2. Number and Qualifications. The Board shall consist of not
less than three nor more than twelve directors. Only the directors, by a
vote of a majority of the entire Board or amendment of these Bylaws, shall
have the power from time to time to increase or decrease the number of
directors to constitute the entire Board; but no decrease in the number of
directors shall shorten the term of any incumbent director. Any change in
the number of directors which is so made by the Board shall be effective
until such number be again so changed by the Board. Each director shall be
at least twenty-one years of age. Directors need not be stockholders of
the Corporation.
Section 3. Election and Term. Except as provided in Paragraph (6) of
Article Thirteenth of the Certificate of Incorporation relating to
cumulative voting for the election of directors in certain instances at an
annual or special meeting of stockholders, the directors shall be elected
at the annual meeting of stockholders for the election of directors at
which a quorum is present, and the persons receiving a plurality of the
votes cast at such election shall be elected. The directors, other than
the directors who may be elected by the holders of any class or series of
stock of the Corporation having preference over the Common Stock as to the
election of directors under certain specified circumstances, shall be
divided into three classes as provided in the Certificate of Incorporation:
Class I to hold office initially for a term expiring at the 1986 Annual
Meeting of Stockholders, Class II to hold office initially for a term
expiring at the 1987 Annual Meeting of Stockholders and Class III to hold
office initially for a term expiring at the 1988 Annual Meeting of
Stockholders, with such directors to hold office until their successors are
elected and qualified. At each annual meeting of stockholders, the
successors of the class of directors whose term expires at that meeting
shall be elected to hold office for a three-year term expiring at the
annual meeting of stockholders held in the third year following the year of
their election. Except as otherwise fixed pursuant to the provisions of
the Certificate of Incorporation relating to the rights of the holders of
any class or series of stock having preference as to the election of
directors under certain circumstances, an increase or decrease shall be
apportioned among the classes so as to maintain, as nearly as possible, an
equal number of directors in each class. Any director elected to fill a
vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class. In no
event will a decrease in the number of directors shorten the term of any
incumbent director.
Section 4. Place of Meetings. Meetings of the Board may be held at
such place, within or without the State of Delaware, as the Board may from
time to time determine or as shall be specified in the notice or waiver of
notice of such meeting.
Section 5. First Meeting. The Board shall meet for the purpose of
organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of the
stockholders, on the same day where such annual meeting shall be held.
Notice of such meeting need not be given. Such meeting may be held at any
other time or place (within or without the State of Delaware) which shall
be specified in a notice thereof given as hereinafter provided in Section 8
of this Article II.
Section 6. Regular Meetings. Regular meetings of the Board shall be
held at such time and place as the Board may from time to time determine.
If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at the same hour on the next
succeeding business day. Notice of regular meetings of the Board need not
be given except as otherwise required by statute or these Bylaws.
Section 7. Special Meetings. Special meetings of the Board may be
called by two or more directors of the Corporation or by the Chairman of
the Board.
Section 8. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 8,
in which notice shall be stated the time and place (within or without the
State of Delaware) of the meeting. Notice of each such meeting shall be
delivered to each director either personally or by telephone, telegraph,
cable or wireless, at least twenty-four hours before the time at which such
meeting is to be held or by first-class mail, postage prepaid, addressed to
him at his residence, or usual place of business, at least three days
before the day on which such meeting is to be held. Notice of any such
meeting need not be given to any director who shall, either before or after
the meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of
notice to him. Except as otherwise specifically required by these Bylaws,
a notice or waiver of notice of any regular or special meeting need not
state the purposes of such meeting.
Section 9. Quorum and Manner of Acting. At all meetings of the Board
a majority of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business; provided, however,
that
(i) if the Chairman of the Board, if there is then elected and
acting a Chairman of the Board, is present at any meeting of
the Board; or
(ii) if by reason of catastrophe or emergency due to enemy action
or otherwise a majority of the entire Board is not available
or capable of acting
one-third of the entire Board, but not less in any event than two
directors, shall constitute a quorum for the transaction of business at any
meeting of the Board.
The act of a majority of the directors present at any meeting at which
there is a quorum, as herein provided, shall be the act of the Board,
except as may be otherwise specifically provided by law or by the
Certificate of Incorporation or by these Bylaws.
In the absence of a quorum at any meeting of the Board, a majority of
the directors present thereat, or if no director be present, the Secretary,
may adjourn such meeting to another time and place, or such meeting, unless
it be the first meeting of the Board, need not be held. At any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally called. Except as
provided in Article III of these Bylaws, the directors shall act only as a
Board and the individual directors shall have no power as such.
Section 10. Organization. At each meeting of the Board, the Chairman
of the Board (or, if there is no Chairman of the Board, or in his absence
or inability to act, the President of the Corporation, or, in his absence
or inability to act, another director chosen by a majority of the directors
present) shall act as chairman of the meeting and preside thereat. The
Secretary (or, in his absence or inability to act, any person appointed by
the Chairman) shall act as secretary of the meeting and keep the minutes
thereof.
Section 11. Resignations. Any director of the Corporation may resign
at any time by giving written notice of his resignation to the Board or the
President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall
not be specified therein, immediately upon its receipt; and unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 12. Vacancies. Any director elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class. In no event will a
decrease in the number of directors shorten the term of any incumbent
director. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled only by a majority of the
Board of Directors then in office, and any other vacancy occurring in the
Board of Directors may be filled only by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy not resulting from an increase in
the number of directors shall have the same remaining terms as that of his
or her predecessor. If there are no directors in office, then an election
of directors may be held in the manner provided by statutes. If, at the
time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or holders of at least
ten percent of the votes of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
directors chosen by the directors then in office. Except as otherwise
provided in these Bylaws, when one or more directors shall resign from the
Board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall
hold office as provided in this section in the filling of other vacancies.
Section 13. Removal of Directors. A director may be removed only for
cause by the affirmative vote of a majority of the Board of Directors or a
majority of the votes of the issued and outstanding stock entitled to vote
for the election of directors of the Corporation given at a special meeting
of the stockholders called and held for the purpose.
Section 14. Compensation. The Board shall have authority to fix the
compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity, provided, no such payment
shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 15. Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.
Section 16. Telephone Conference Meetings. The members of the Board
or any committee thereof designated by the Board, may participate in a
meeting of the Board or any such committee of the Board by means of
conference telephone by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to
this Section 16 of Article II shall constitute presence in person at such
meeting.
Section 17. Independent Directors. (a) Majority of Board's Nominees
in Annual Proxy Statement for Election to Board of Directors to be
Independent. A majority of the individuals to constitute the nominees of
the Board of Directors for the election of whom the Board will solicit
proxies from the stockholders for use at the Corporation's annual meeting
shall consist of individuals who, on the date of their selection as the
nominees of the Board of Directors, would be Independent Directors.
(b) Directors Elected by Board of Directors. In the event the Board
of Directors elects directors between annual meetings of stockholders, the
number of such directors who qualify as Independent Directors on the date
of their nomination shall be such that the majority of all directors
holding office immediately thereafter shall have been Independent Directors
on the date of the first of their nomination or selection as nominees of
the Board of Directors.
(c) Definition of Independent Director. For purposes of this Bylaw,
the term "Independent Director" shall mean a director who: (i) is not and
has not been employed by the Corporation or its subsidiaries in an
executive capacity within five years immediately prior to the annual
meeting at which the nominees of the Board of Directors will be voted upon;
(ii) is not (and is not affiliated with a company or firm that is) a
significant advisor or consultant to the Corporation or its subsidiaries;
(iii) is not affiliated with a significant customer or supplier of the
Corporation or its subsidiaries; (iv) does not have significant personal
services contract(s) with the Corporation or its subsidiaries; (v) is not
affiliated with a tax-exempt entity that receives significant contributions
from the Corporation or its subsidiaries; and (vi) is not a spouse, parent,
sibling or child of any person described by (i) through (v).
(d) Interpretation and Application of This Bylaw. The Board of
Directors shall have the exclusive right and power to interpret and apply
the provisions of this Bylaw, including, without limitation, the adoption
of written definitions of terms used in and guidelines for the application
of this Bylaw (any such definitions and guidelines shall be filed with the
Secretary, and such definitions and guidelines as may prevail shall be made
available to any stockholder upon written request); any such definitions or
guidelines and any other interpretation or application of the provisions of
this Bylaw made in good faith shall be binding and conclusive upon all
holders of the issued and outstanding capital stock of the Corporation,
provided that, in the case of any interpretation or application of this
Bylaw by the Board of Directors to a specific person which results in such
person being classified as an Independent Director, the Board of Directors
shall have determined that such person is independent of management and
free from any relationship that, in the opinion of the Board of Directors,
would interfere with such person's exercise of independent judgment as a
Board member.
ARTICLE III
Executive and Other Committees
Section 1. Executive and Other Committees. The Board may, by
resolution passed by a majority of the whole Board, designate an Executive
Committee and one or more committees, each committee to consist of three or
more of the directors of the Corporation. The Board may designate one or
more directors as alternative members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution shall have and may
exercise all powers of the Board in the management of the business and
affairs of the Corporation which the Board may lawfully delegate, including
the power to declare dividends and to authorize the issuance of stock, and
may authorize the seal of the Corporation to be affixed to all papers which
may require it; provided, however, that in the absence or disqualification
of any member of such committee or committees, the member or members
thereof present at any meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously appoint another member
of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such minutes to the Board when required. All
such proceedings shall be subject to revision or alteration by the Board;
provided, however, that third parties shall not be prejudiced by such
revision or alteration.
Section 2. General. A majority of any committee may determine its
action and fix the time and place of its meetings, unless the Board shall
otherwise provide. Special meetings of any committee may also be called by
the Chairman of the Board. Notice of such meetings shall be given to each
member of the committee in the manner provided for in Article II, Section
8. The Board shall have power at any time to fill vacancies in, to change
the membership of, or to dissolve any such committee.
Section 3. Compensation and Nominating Committees. The Board may, by
resolution passed by a majority of the whole Board and in accordance with
Section 1 of this Article III, designate a Compensation Committee and/or a
Nominating Committee, each of which shall have such duties as may be
assigned by the Board from time to time. Each member of the Compensation
Committee and each member of the Nominating Committee shall be an
Independent Director (as that term is defined in Article II, Section 17 (c)
of these Bylaws).
ARTICLE IV
Officers
Section 1. Number and Qualifications. All officers of the
Corporation shall be elected or appointed by the Board. The officers shall
be a President, one or more Vice Presidents, a Secretary, a Treasurer, and
a Controller. The Board may also elect a Chairman of the Board, a Vice
Chairman of the Board, a Chairman of the Executive Committee, and one or
more Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers, and the Board may designate any Vice President as an Executive
Vice President, a Senior Vice President, or a Group Vice President. Any
two or more offices may be held by the same person. The Chairman of the
Board, the Vice Chairman of the Board, the Chairman of the Executive
Committee, and the President shall be chosen from among the directors, but
no other officer need be a director.
Section 2. Resignations. Any officer of the Corporation may resign
at any time by giving written notice of his resignation to the Board, the
President or the Secretary. Any such resignation shall take effect at the
time specified therein, or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt; and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 3. Removal. Any officer or agent of the Corporation may be
removed, either with or without cause, at any time, by the vote of the
majority of the entire Board at any meeting of the Board, or, except in the
case of an officer or agent elected or appointed by the Board, by the
Chairman of the Board. Such removal shall be without prejudice to the
contractual rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the
unexpired portion of the term of the office which shall be vacant, in the
manner prescribed in these Bylaws for the regular election or appointment
to such office.
Section 5. The Chairman of the Board. The Chairman of the Board
shall preside at and be Chairman of all meetings of the stockholders and of
the Board, if present. The Chairman of the Board shall be the chief
executive officer of the Corporation and shall have general supervision and
authority over the business and affairs of the Corporation subject to the
control of the Board, and he shall perform such other duties as may be
prescribed from time to time by the Board. In the absence or inability of
the Chairman of the Board to act, or in the event of a vacancy in the
office of Chairman of the Board, the President of the Corporation shall
have all the rights and powers and shall perform all the duties of the
Chairman of the Board as are vested in or required of him by these Bylaws.
Section 6. The President. The President shall be the chief operating
officer of the Corporation and shall perform such duties as may be
prescribed from time to time by the Chairman of the Board.
Section 7. Vice Presidents. Each Vice President shall perform such
duties and have such powers as shall from time to time be prescribed by the
Board or as shall from time to time be assigned to him by the Chairman of
the Board.
Section 8. Secretary. The Secretary shall act as custodian of the
minutes of all meetings of the Board and of the stockholders and any
committees of the Board which keep formal minutes, shall have charge of the
corporate seal and the corporate minute books and shall make such reports
and perform such other duties as may be assigned to him from time to time
by the Board or the Chairman of the Board. The Assistant Secretaries, or
any of them, shall perform such duties of the Secretary as may from time to
time be assigned to them by the Board, the Chairman of the Board, or the
Secretary.
Section 9. Treasurer. The Treasurer shall have custody of all moneys
and securities of the Corporation, and shall have responsibility for
disbursement of the funds of the Corporation and shall make payment of the
just demands on the Corporation as may be ordered by the Board, shall
invest surplus cash of the Corporation and manage its investment portfolio
under the direction of the Board, shall prepare and file tax returns and
pay all proper taxes of the Corporation and shall render to the Board from
time to time as may be required of him an account of all his transactions
and activities as Treasurer. The Treasurer shall also perform such other
duties as may be assigned to him from time to time by the Board, the
Chairman of the Board or by the Vice President-Finance if there be an
officer elected by the Board and serving in that office at the time. The
Assistant Treasurers, or any of them, shall perform such of the duties of
the Treasurer as may from time to time be assigned to them by the Board,
the Chairman of the Board or the Vice President-Finance, if there be an
officer elected by the Board and serving in that office at the time, or the
Treasurer.
Section 10. Controller. The Controller shall provide and maintain a
system of accounts and accounting records of the Corporation, shall prepare
from time to time and render to the Board accounts of the financial
condition of the Corporation as may be required, shall provide and
administer a system of internal financial controls, and shall audit the
books, records and affairs of the Corporation. The Controller shall also
perform such other duties as may from time to time be assigned to him by
the Board, the Chairman of the Board or by the Vice President-Finance if
there be an officer elected by the Board and serving in that office at the
time. The Assistant Controllers, or any of them, shall perform such of the
duties of the Controller as may from time to time be assigned to them by
the Board, the Chairman of the Board, the Vice President-Finance if there
be an officer elected by the Board and serving in that office at the time,
or the Controller.
Section 11. Other Officers and Agents. The Board may from time to
time appoint such other officers and agents as it shall deem proper. Each
person so appointed shall hold the office to which appointed at the
pleasure of the Board and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
Section 12. Delegation of Authority. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate for the time being the powers and duties
of any of them to such other officer or person as the Board shall
determine.
Section 13. Officers' Bonds or Other Securities. If required by the
Board, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such
surety or sureties as the Board may require.
Section 14. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to
time by the Board; provided, however, that the Board may delegate to a
committee designated by the Board the power to fix the compensation of
officers of the Corporation. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that he is also
a director of the Corporation, but any such officer who shall also be a
director shall not have any vote in the determination of the amount of
compensation paid to him.
Section 15. Voting Corporation's Securities. The Chairman of the
Board shall have full power and authority on behalf of the Corporation, in
person or by proxy, to attend and to act and to vote at any meetings of
security holders of corporations in which the Corporation may hold
securities, and at such meetings, he or his proxy shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which as the owner thereof the Corporation might have
possessed or exercised, if present. The Board may by resolution from time
to time confer like powers upon any other person or persons.
ARTICLE V
Indemnification
Section 1. Director Liability. A director of the Corporation shall
not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of the proposed amendment of Article FIFTEENTH
of the Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware General Corporation
Law, as so amended. Any repeal or modification of this Section 1 by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such
repeal or modification.
Section 2. Indemnification. Each person who was or is made a party
or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he
or she is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered
by such indemnitee in connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided
in Section 3 of this Article V with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part thereof) was authorized by
the board of directors of the Corporation. The right to indemnification
conferred in this Article V shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"); provided, however, that, if the Delaware
General Corporation Law requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall
be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Section or otherwise.
Section 3. Suits by Indemnitees. If a claim under Section 2 of this
Article V is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation Law.
Neither the failure of the Corporation (including its board of directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its board of directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Section or otherwise shall be on the
Corporation.
Section 4. Non-Exclusive Nature of Indemnification. The rights to
indemnification and to the advancement of expenses conferred in this
Article V shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the certificate of
incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or other corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.
Section 6. Other Designated Persons Entitled to Indemnification. The
Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article V with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
Section 7. Indemnification Agreements. The Corporation shall have
the express authority to enter such agreements as the board of directors
deems appropriate for the indemnification of present or future directors
and officers of the Corporation in connection with their service to, or
status with, the Corporation or any other corporation, entity or enterprise
with whom such person is serving at the express written request of the
Corporation.
ARTICLE VI
Deeds, Contract, Checks, Drafts, Bank Accounts, Etc.
Section 1. Deeds, Contracts and Other Instruments. Deeds, mortgages,
leases, contracts, and other instruments requiring the signature of the
Corporation shall be signed in such manner and by such officer or officers
or other person or persons as the Board may from time to time prescribe.
Unless authorized by the Board, an officer or agent or employee shall not
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it pecuniarily liable for
any purpose or to any amount.
Section 2. Checks, Drafts and Notes. All checks or demands for money
and notes of the Corporation shall be signed by such officer or officers or
such other person or persons as may from time to time be designated by the
Board or by any officer or officers or person or persons authorized to so
designate by the Board. Facsimile signatures may be authorized in any such
case where authorized by the Board.
Section 3. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositaries as the
Board may from time to time designate or as may be designated by any
officer or officers of the Corporation to whom such power of designation
may from time to time be delegated by the Board. For the purpose of
deposit and for the purpose of collection for the account of the
Corporation, checks, drafts and other orders for the payment of money which
are payable to the order of the Corporation may be endorsed, assigned and
delivered by any officer or agent of the Corporation, or in such other
manner as the Board may determine by resolution.
Section 4. General and Special Bank Accounts. The Board may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the
Board may designate or as may be designated by any officer or officers of
the Corporation to whom such power of designation may from time to time be
delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.
ARTICLE VII
Shares, Etc.
Section 1. Stock Certificates. Each holder of stock of the
Corporation shall be entitled to have a certificate, in such form as shall
be approved by the Board, certifying the number of shares of stock of the
Corporation owned by him. The certificates representing shares of stock
shall be signed in the name of the Corporation by the Chairman of the Board
or the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and sealed with the
seal of the Corporation (which seal may be a facsimile, engraved or
printed); provided, however, if such certificate is countersigned (1) by a
transfer agent other than the Corporation or its employee, or, (2) by a
registrar other than the Corporation or its employee, any other signature
on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer, transfer
agent, or registrar at the date of issue.
Section 2. Books of Account and Record of Stockholders. The books
and records of the Corporation may be kept at such places, within or
without the State of Delaware, as the Board may from time to time
determine. The stock record books and the blank stock certificate books
shall be kept by the Secretary or by any other officer or agent designated
by the Board.
Section 3. Transfer of Shares. Transfer of shares of stock of the
Corporation shall be made on the stock records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary or with a transfer agent or transfer clerk, and on surrender of
the certificate or certificates for such shares properly endorsed or
accompanied by a duly executed stock transfer power and the payment of all
taxes thereon. Except as otherwise provided by law, the Corporation shall
be entitled to recognize the exclusive right of a person in whose name any
share or shares stand on the record of stockholders as the owner of such
share or shares for all purposes, including, without limitation, the rights
to receive dividends or other distributions, and to vote as such owner, and
the Corporation may hold any such stockholder of record liable for calls
and assessments and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the
part of any person whether or not it shall have express or other notice
thereof. Whenever any transfers of shares shall be made for collateral
security and not absolutely, and both the transferor and transferee request
the Corporation to do so, such fact shall be stated in the entry of the
transfer.
Section 4. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these Bylaws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares
of stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer
clerks and one or more registrars and may require all certificates for
shares of stock to bear the signature or signatures of any of them.
Section 5. Lost, Destroyed or Mutilated Certificates. The holder of
any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, destruction or mutilation
of such certificate, and the Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it which the
owner thereof shall allege to have been lost, stolen, or destroyed or which
shall have been mutilated, and the Board may, in its discretion, require
such owner or his legal representatives to give to the Corporation a bond
in such sum, limited or unlimited, and in such form and with such surety or
sureties as the Board in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate,
or the issuance of a new certificate. Anything herein to the contrary
notwithstanding, the Board, in its absolute discretion, may refuse to issue
any such new certificate, except pursuant to legal proceedings under the
laws of the State of Delaware.
Section 6. Stockholder's Right of Inspection. No stockholder shall
have any right to inspect any book, account, record or other document of
the Corporation unless such right shall be conferred upon him by an express
statutory provision or by resolution duly adopted by the Board or by the
stockholders.
Section 7. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
ARTICLE VIII
Catastrophe or Emergency Conditions
Section 1. Emergency Management Committee. Anything in these Bylaws
to the contrary notwithstanding, the management of the property and
business of the Corporation shall automatically vest in the Emergency
Management Committee, hereafter provided for, during any period of
catastrophe or emergency due to enemy action or otherwise where as a result
a quorum of the Board is not available or capable of acting.
Section 2. Selection and Powers. The Board may from time to time
determine who shall be members of the Emergency Management Committee, the
number thereof required to constitute a quorum, and the powers which such
committee shall have. Unless and until so determined by the Board the
following shall apply:
Members. The members of the Emergency Management Committee shall
consist of all readily available directors and all readily available
officers of the Corporation other than Assistant Secretaries and
Assistant Treasurers. Two members shall constitute a quorum; and
Powers. During the period of catastrophe or emergency and until
a quorum of the Board can be convened, the Emergency Management
Committee shall have and exercise all powers and duties of the Board
in the management of the property and business of the Corporation;
provided, however, that such committee shall be without power
(a) to fill vacancies in the Board of any committee; or
(b) to sell, mortgage or otherwise dispose of all or any
substantial portion of the Corporation's assets; or
(c) to authorize any contract other than in the ordinary
course of business.
Section 3. Assumption of Offices During Emergency. The Board or the
Executive Committee may by resolution determine what person or persons
shall during any period of emergency or catastrophe, when the office of the
President or any other office be vacant or the President or any other
officer be absent or unable to act, assume the power and duties of the
President or of any other officer of the Corporation, the manner of
selecting the same, and under what circumstances and for what duration they
shall act. The person or persons so appointed, shall during any such
period have and exercise all of the powers and duties of the President or
such other office.
Section 4. Board of Directors to Resume Control. The Emergency
Management Committee shall attempt to convene a quorum of the Board at the
earliest possible date after the occurrence of an event described in
Section 1 of this Article VIII. In the event that it appears impossible to
convene such a quorum, the Emergency Management Committee shall call a
special meeting of stockholders at the earliest practicable date to remove
directors who are unable to act and to elect new directors to fill
vacancies caused by death or by such removals. As soon as a quorum can be
convened, the Board shall resume the management of the property and
business of the Corporation, and the Emergency Management Committee shall
thereupon be discharged.
Section 5. Powers of Board of Directors. The Board is hereby
authorized from time to time to make any other or additional or contrary
provisions for the continued management of the property and business of the
Corporation during any period of catastrophe or emergency of sufficient
severity to prevent the Board from exercising such management as
contemplated in these Bylaws.
ARTICLE IX
Offices
Section 1. Registered Office. The registered office of the
Corporation in the State of Delaware shall at be 1209 Orange Street,
Wilmington, Delaware. The name of the resident agent in charge thereof
shall be The Corporation Trust Company.
Section 2. Other Offices. The Corporation may also have an office or
offices other than said principal office at such place or places, either
within or without the State of Delaware, as the Board shall from time to
time determine or the business of the Corporation may require.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
March in each year and shall end on the last day of February next following
unless otherwise determined by the Board.
ARTICLE XI
Seal
The Board shall provide a corporate seal, which shall be in the form
of the name of the Corporation and the words "Corporate Seal, Delaware."
ARTICLE XII
Amendments
Except for Section 11 of Article I and Sections 3, 12 and 13 of
Article II of these Bylaws, these Bylaws may be amended or repealed, or new
Bylaws may be adopted, at any annual or special meeting of the
stockholders, by a majority of the total votes validly cast thereon
provided, however, that the notice of such meeting shall have been given as
provided in these Bylaws, which notice shall mention that amendment or
repeal of these Bylaws, or the adoption of new Bylaws, is one of the
purposes of such meeting. These Bylaws may also be amended or repealed, or
new Bylaws may be adopted, by the Board; provided, however, that Bylaws
adopted by the Board may be amended or repealed by the stockholders as
hereinabove provided. Notwithstanding the foregoing, Section 11 of Article
I and Sections 3, 12 and 13 of Article II of these Bylaws shall not be
altered, amended or repealed and no provisions inconsistent therewith shall
be adopted without the affirmative vote of the holders of 80% of all shares
of stock of the Corporation entitled to vote on all matters that may come
before each meeting of stockholders, voting together without regard to
class.
EXHIBIT 10.12
EXECUTIVE EMPLOYEES'
PENSION PLAN OF
ROBIN HOOD MULTIFOODS INC.
(amended and restated effective January 1, 1991)
SEPTEMBER 1991
EXECUTIVE EMPLOYEES'
PENSION PLAN
OF
ROBIN HOOD MULTIFOODS INC.
TABLE OF CONTENTS
ARTICLE DESCRIPTION PAGE
1 History and Purpose 1
2 Definitions and Rules of Interpretation 2
3 Eligibility and Participation 7
4 Service 9
5 Retirement 13
6 Retirement Pensions 15
7 Termination of Employment 18
8 Normal and Optional Forms of Benefit 20
9 Benefits on Death 23
10 Limitation and Adjustments
Regarding Benefits 26
11 Funding 28
12 Marriage Breakdown 32
13 Administration 33
14 Future of the Plan 35
15 Miscellaneous Provisions 39
ARTICLE 1
HISTORY AND PURPOSE
This Executive Employees' Pension Plan of Robin Hood Multifoods Inc. was
established by Robin Hood Multifoods Inc. effective January 1, 1981 to
provide benefits for eligible employees. This Plan has been amended from
time to time and is amended and restated effective January 1, 1991 to
incorporate changes required under the Pension Benefits Act of Ontario.
The terms of this Plan govern all retirements, deaths or other terminations
which occur on or after January 1, 1991. Benefits payable in respect of
retirements, deaths, disabilities or other terminations of employment which
occurred prior to January 1, 1991 shall be governed by the terms of the
Plan as they existed at the relevant time unless expressly provided
otherwise herein.
ARTICLE 2
DEFINITIONS AND RULES OF INTERPRETATION
Wherever used in this Plan, unless the context clearly indicates otherwise:
2.01 "Act" means the Pension Benefits Act, Statutes of Ontario 1987,
Chapter 35 and any future legislation amending, supplementing, superseding
or incorporating it, and any regulations issued pursuant to it and such
other pension benefits legislation which is applicable.
2.02 "Actuarial Equivalent" means a benefit of equal value computed upon an
actuarial basis recommended by the Actuary and approved by Robin Hood.
2.03 "Actuary" means the actuary appointed by Robin Hood for the purposes
of the Plan.
2.04 "Additional Voluntary Contributions" means those contributions
described in Section 11.04.
2.05 "Beneficiary" of a Member means the person designated pursuant to
Section 9.08.
2.06 "Compensation" of a Member for any period means all cash remuneration
for services rendered exclusive of payments or credits, if any, on account
of bonuses or profit share, overtime, amounts paid to or in respect of such
Member under any employee benefit plan and reimbursement of expenses
incurred by the Member in the performance of duties by all or any
Participating Company for services as an Employee of any such Participating
Company. Notwithstanding anything herein set forth, for purposes of the
Plan, Robin Hood may in cases of doubt establish the Compensation of any
Member for any period.
2.07 "Continuous Service" means service determined pursuant to
Section 4.01.
2.08 "Credited Interest", means, when applied to Additional Voluntary
Contributions, the rate of return earned by the Pension Fund, less an
appropriate share of expenses, as determined by Robin Hood, in consultation
with the Actuary, from the first day of the month following the date such
contributions are made up to the date of disbursement.
When applied to Special Contributions, Credited Interest means interest
compounded annually from the first day of the month following the month in
which the contribution was made to the date of computation at a rate equal
to the average of the fixed term chartered bank deposit rates for the
twelve months in the preceding calendar year reported in the Bank of Canada
Review as CANSIM series B 14045.
2.09 "Credited Service" means service credited pursuant to Section 4.02.
2.10 "Early Retirement Date" means the date determined pursuant to
Section 5.02.
2.11 "Employee" means the Chairman, the President or an elected
Vice-President of a Participating Company.
2.12 "Employees' Contributory Pension Plan" means the Employees'
Contributory Pension Plan of Robin Hood Multifoods Inc., with amendments to
December 31, 1975.
2.13 "Employees' Pension Plan" means the Union or Hourly Paid Employees'
Pension Plan of Robin Hood Multifoods Inc. and/or the Non-Union Salaried
Employees' Pension Plan of Robin Hood Multifoods Inc., as applicable, as
they read on April l, 1967.
2.14 "Funding Agent" means the trust company or insurance company appointed
by Robin Hood pursuant to Section 11.01 for the purpose of holding and
administering the Pension Fund.
2.15 "Funding Agreement" means an agreement between Robin Hood and a
Funding Agent pursuant to Section 11.01.
2.16 "International" means International Multifoods Corporation, a Delaware
corporation, which is successor by merger effective at the close of
business on January 20, 1970 to International Milling Company Inc., a New
York corporation, which was successor by merger effective September 3, 1963
to International Milling Company, a Delaware corporation.
2.l7 "Member" means an Employee who joins the Plan pursuant to
Section 3.02.
2.18 "Normal Retirement Date" of a Member means the first day of the month
coincident with or next following the Member's 65th birthday.
2.19 "Participating Company" means Robin Hood and any Subsidiary of
International which, having been authorized to do so by resolution of the
Board of Directors of Robin Hood, adopts this Plan and thereby becomes a
Participating Company pursuant to Section 14.09.
2.20 "Pension Fund" means all sums of money and other property acquired by
the Funding Agent to hold for the purposes of this Plan, and all earnings
and profits thereon, and proceeds, investments and reinvestments thereof,
less payments made by the Funding Agent from the said fund as authorized
herein.
2.21 "Plan" means this Executive Employees' Pension Plan of Robin Hood
Multifoods Inc.
2.22 "Postponed Retirement Date" of a Member means the date determined
pursuant to Section 5.03.
2.23 "Prior Plan" means a pension plan of a Participating Company in which
the Member participated in respect of Continuous Service prior to becoming
a Member.
2.24 "Profit Sharing Retirement Plan" means the Profit Sharing Retirement
Plan of Robin Hood Multifoods Inc., with amendments to December 31, 1970.
2.25 "Robin Hood" means Robin Hood Multifoods Inc., a company incorporated
under the laws of Canada.
2.26 "Salaried Employees' Pension Plan" means the Salaried Employees'
Pension Plan of Robin Hood Multifoods Inc.
2.27 "Special Contributions" means contributions made pursuant to
Section 11.05.
2.28 "Spouse" means a person of the opposite sex who is not living separate
and apart from the Member or former Member at the relevant time and who is
legally married to the Member or former Member or has been cohabiting with
the Member or former Member in a conjugal relationship for at least one
year or in a conjugal relationship of some permanence if they are the
natural or adoptive parents of a child. There shall be only one Spouse for
the purposes of the Plan. A person's qualification as the Spouse of a
Member or former Member shall be established to the satisfaction of Robin
Hood.
2.29 "Spouse's Pension" means the benefit payable pursuant to
Section 9.06(a).
2.30 "Subsidiary of International" means:
(a) any corporation, domestic or foreign, more than 50% of whose
voting stock is owned or controlled, directly or indirectly, by
International; or
(b) any corporation, domestic or foreign, more than 50% of whose
voting stock is owned or controlled, directly or indirectly, by a
corporation described in (a) above.
2.31 "Totally Disabled" means a physical or mental incapacity:
(a) to perform the duties of the Member's normal occupation with a
Participating Company; and
(b) after the Member has satisfied the conditions of sub-section (a),
above, for twenty-four months, to engage in any occupation for which the
Member is reasonably fitted by education, training or experience;
as determined to the satisfaction of Robin Hood.
In no event shall a Member be deemed to be Totally Disabled if the Member's
physical or mental incapacity results from:
(i) a disability for which the Member is not under continuing medical
supervision and treatment considered satisfactory by Robin Hood; or
(ii) intentionally self-inflicted injuries while sane or insane; or
(iii) full time active service in the armed forces of any country; or
(iv) a disability from bodily injury, resulting directly or indirectly
from insurrection, war, or participation in a riot; or
(v) alcoholism, drug addiction or the use of hallucinogenics, unless
the Member is confined to an institution specializing in the treatment of
the condition and under the care of a physician;
unless a specific exception is made by Robin Hood.
2.32 "Year's Maximum Pensionable Earnings" means, in any year, the amount
established for that year under the provisions of the Canada Pension Plan
or Quebec Pension Plan, whichever shall be applicable to the Member
concerned.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.01 Eligible Employment
Each Employee shall be eligible to become a Member on the first day of the
month following appointment as an Employee.
3.02 Enrollment
An eligible Employee may become a Member by filing with a Participating
Company the information and documents prescribed by Robin Hood, including
written acceptance of the Plan. Any acceptance of this Plan filed by an
Employee shall include an agreement by the Employee to be bound by all of
the terms and conditions of the Plan and shall be irrevocable.
3.03 Waiver of Rights by Non-Participants
An Employee who does not become a Member when first eligible shall sign and
deliver to a Participating Company a written statement of desire to not
become a Member and a waiver of all claims to any pension benefit from the
Member's employer other than such pension benefit, if any, as had accrued
to such Employee under the terms of the Profit Sharing Retirement Plan, the
Employees' Pension Plan or other pension plan of the Participating Company.
3.04 Information for Members
Robin Hood shall prepare and make available to each Employee who becomes,
or is eligible to become a Member, a written explanation of the terms and
conditions of the Plan and amendments thereto applicable to the Employee,
together with an explanation of the rights and duties of the Employee with
reference to the benefits available to such Employee under the terms of the
Plan.
In addition, Robin Hood shall provide a Member or other person entitled to
payment from the Plan with such other information as may be required by the
Act. In the event of any conflict between any statement made in such
explanation and the provisions of the Plan, the provisions of the Plan
shall govern.
A copy of the Plan together with such other documents as are prescribed
under the Act shall be available at the business office of each
Participating Company and at each of their locations where Members are
employed, for inspection by any Member, former Member entitled to a
deferred pension, Spouse of a Member or former Member or any other person
entitled to such information under the Act. Any person entitled to inspect
Plan documents in accordance with this Section shall be entitled to make
such inspection only once in each calendar year.
ARTICLE 4
SERVICE
4.01 Continuous Service
An Employee's Continuous Service shall be the period of the Employee's
continuous employment with any Participating Company, International and/or
any Subsidiary of International and with any employer which Robin Hood by
rule or regulation determines to be a predecessor to any Participating
Company, International and/or any Subsidiary of International for the
purpose of determining Continuous Service.
An Employee's Continuous Service shall not be interrupted by and shall
continue to accrue during a leave to serve in such of the armed forces or
other governmental services of Canada or the United States of America as
Robin Hood may from time to time specify, provided that the Employee's
Continuous Service shall be broken and cease to accrue if the Employee
fails to return to active service by the later of:
(a) 90 days after the Employee is entitled as a matter of right to be
released from such armed forces or government services (or such longer
period as Robin Hood in its discretion may determine); and
(b) the end of the period specified by law within which the Employee
is entitled to apply for re-employment with and to be re-employed by such
Participating Company at the Employee's former or a substantially similar
position.
An Employee's Continuous Service shall be interrupted and cease to accrue
when:
(c) the Employee ceases to be an Employee, subject to the provisions
of Section 4.05; or
(d) the Employee is on a leave of absence granted by a Participating
Company (otherwise than on leave because of sickness or physical injury or
incapacity or occupational accident) and such leave exceeds 365 consecutive
days or such longer period as Robin Hood may in its discretion from time to
time specify, or
(e) the Employee fails to return to active employment with a
Participating Company within 10 days after the expiry of any leave granted
by a Participating Company because of sickness or physical injury or
incapacity or occupational accident.
4.02 Credited Service
A Member's Credited Service shall be equal to the period of the Member's
Continuous Service while a Member. Credited Service shall be expressed in
years and each completed month shall be equal to one-twelfth of a year.
4.03 Service while Totally Disabled
If a Member becomes Totally Disabled, the Member's Continuous Service shall
not be broken and the Member shall continue to accrue Credited Service at
the same rate as the Member was accruing Credited Service immediately prior
to becoming Totally Disabled until the earliest of:
(a) the date the Member ceases to be Totally Disabled; and
(b) the date the Member retires pursuant to the Plan; and
(c) the Member's Normal Retirement Date.
4.04 Continuing Disability
A Member claiming to be Totally Disabled may, from time to time, be
required by Robin Hood to submit to examination by a clinic, physician, or
physicians selected by Robin Hood and any question as to whether the Member
is Totally Disabled shall be settled on the basis of such examination.
Should any Member refuse to submit to such medical examination, the
Member's entitlement to accrue Continuous Service and Credited Service
shall end, the Member shall be deemed to have terminated employment at such
time unless the Member returns to active employment with a Participating
Company and shall be entitled to a deferred pension determined in
accordance with the provisions of Article 7 and based on Credited Service
and Continuous Service accrued to the date the Member ceased to be Totally
Disabled and the benefit amount in effect on the date the Member ceased to
be Totally Disabled.
4.05 Transfers
If a Member ceases to be an Employee because of the transfer of the
Member's employment to a classification of employment with a Participating
Company which is ineligible to participate in the Plan or to employment
with International or a Subsidiary of International the transfer shall not
interrupt the Member's Continuous Service. Such Member shall continue to
accrue Continuous Service while so employed but shall not accrue any
Credited Service for any period during which the Member is not an Employee.
When determining the entitlement of a Member who has been so transferred,
the amount of the benefits to which the Member is entitled shall be
calculated based on the benefit amounts in effect on the date of transfer
and the Member's Continuous Service and Credited Service accrued to the
date of transfer.
4.06 Re-Employment
If a former Member is re-employed as an Employee the former Member shall be
treated as a new Employee for the purposes of the Plan and entitlement to
any benefits accrued under the Plan prior to re-employment shall continue
unchanged. However, if the former Member is in receipt of a pension from
the Plan at the time of re-employment, payment of such pension shall cease.
Upon the subsequent retirement or other termination of employment of such
Member the benefits accrued prior to the re-employment shall be increased
by an amount equal to the Actuarial Equivalent of the payments suspended
during the period of re-employment and payment of such benefits shall
recommence.
ARTICLE 5
RETIREMENT
5.01 Normal Retirement
A Member shall retire on the Member's Normal Retirement Date and shall be
entitled to receive, commencing on such Normal Retirement Date, a
retirement pension calculated in accordance with Section 6.01.
5.02 Early Retirement
A Member may elect to retire on the first day of any month coincident with
or following attainment of age 55 and completion of 2 or more years of
membership in the Plan and such date shall be the Member's Early Retirement
Date. A Member who retires pursuant to this Section shall receive a
retirement pension calculated in accordance with the provisions of
Section 6.02.
5.03 Postponed Retirement
A Member may, with the consent of the Member's Participating Company,
remain in active employment beyond the Member's Normal Retirement Date but
in no event beyond age 71. The retirement benefits payable to a Member
retiring subsequent to the Member's Normal Retirement Date shall commence
on the first day of the month coincident with or next following the
earliest of:
(a) the date on which the Member actually retires from active
employment with a Participating Company; and
(b) the first day of the month immediately preceding the month in
which the Member's seventy-first birthday occurs; and
(c) the first day of the month following the date on which the Member
has accrued the maximum pension permitted under the Plan;
and such date shall be the Member's Postponed Retirement Date.
ARTICLE 6
RETIREMENT PENSIONS
6.01 Normal Retirement Pension
The annual retirement pension of a Member retiring on the Member's Normal
Retirement Date shall be equal to the sum of, for each calendar year during
which the Member was a Member:
(a) 1% of the Member's Compensation for that year not in excess of the
Year's Maximum Pensionable Earnings for that year; and
(b) 2% of the Member's Compensation for that year in excess of the
Year's Maximum Pensionable Earnings for that year; and
(c) in the case of an Employee who was a Member on December 31, 1989
and was actively employed on January 1, 1990 or retired on that date, or on
leave of absence on January 1, 1990, approved by Robin Hood, an additional
annual pension benefit equal to the excess, if any, of the Member's 1990
Improved Pension Benefit over the Member's 1990 Accrued Pension Benefit,
where 1990 Improved Pension Benefit and 1990 Accrued Pension Benefit are
determined as follows:
1990 Improved Pension Benefit is equal to the product of:
(A) 1.1% of the first $28,900 of the Member's annual rate of
Compensation on January 1, 1990 plus 1.6% of the remainder, if any, of such
annual rate of Compensation; and
(B) the Member's Credited Service plus the Member's continuous period
of service prior to January 1, 1990 in years, including a fraction of a
year, during which the Member was a member of, or a participant in, the
Salaried Employees' Pension Plan, the Employees' Pension Plan, the
Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan
and excluding, in the case of a Member who was a member of the Profit
Sharing Retirement Plan and who did not elect to transfer the Employees'
Company Contribution Account to the Pension Fund, the continuous period of
service during which the Member was a member of the Profit Sharing
Retirement Plan.
1990 Accrued Pension Benefit is equal to the pension benefit accrued
by the Member to December 31, 1989, under the provisions of this
Section 6.01 excluding this Section 6.01 (c) and including any pension
benefits accrued under the Salaried Employees' Pension Plan, the Employees'
Pension Plan, the Employees' Contributory Pension Plan or the Profit
Sharing Retirement Plan and this Plan.
6.02 Early Retirement Benefit
A Member who retires on the Member's Early Retirement Date pursuant to
Section 5.02 shall be entitled to an annual retirement pension calculated
pursuant to Section 6.01 based on Continuous Service and Credited Service
to the Member's Early Retirement Date and reduced by one-quarter of 1% for
each month between the Member's Early Retirement Date and:
(a) in the case of a Member who has at least 20 years of Continuous
Service on the Member's Early Retirement Date, the Member's 62nd birthday;
and
(b) in all other cases, the Member's 65th birthday.
6.03 Postponed Retirement
A Member who retires on a Postponed Retirement Date shall be entitled to
receive, commencing on such Postponed Retirement Date, an annual retirement
pension calculated pursuant to Section 6.01 and based on the Member's
Continuous Service and Credited Service to the Member's Postponed
Retirement Date.
6.04 Additional Retirement Income
A Member who has made Additional Voluntary Contributions shall be entitled,
upon retirement, to such additional amount of monthly retirement income as
can be purchased from a duly licensed insurer in Canada by the total of the
Additional Voluntary Contributions and Credited Interest of the Member. The
Member may elect to receive, in lieu of such additional amount of
retirement income, a lump sum payment equal to the Additional Voluntary
Contributions with Credited Interest thereon of the Member, payable either
in cash or as a direct transfer to the Member's individual registered
retirement savings plan.
ARTICLE 7
TERMINATION OF EMPLOYMENT
7.01 Non-Vested
If a Member who has completed less than 2 years of membership in the Plan
and any Prior Plan terminates employment with a Participating Company for
any reason other than death or retirement the Member shall be entitled to
receive a lump sum payment equal to the Member's Additional Voluntary
Contributions, if any, and Special Contributions if any, both with Credited
Interest thereon.
7.02 Vesting
If a Member who has completed at least 2 years of membership in the Plan
and any Prior Plan terminates employment with a Participating Company for
any reason other than death or retirement such Member shall be entitled to
receive, commencing on the Normal Retirement Date of the Member, a deferred
pension calculated pursuant to Section 6.01 based on the Member's Credited
Service and Continuous Service accrued to the date of termination of
employment and the benefit amount in effect on the date of termination of
employment.
7.03 Early Commencement
A former Member who is entitled to a deferred pension in accordance with
the provisions of Section 7.02 may elect to commence receiving the deferred
pension on the first day of any month after attaining age 55. The amount of
the pension payable to the former Member in such instance shall be the
Actuarial Equivalent of the deferred pension which would otherwise have
been payable commencing at the Normal Retirement Date of the Member
provided that, if the former Member would have been eligible to elect early
retirement under Section 5.02 at the time of termination of employment, the
deferred pension shall be equal to the amount which would have been payable
commencing at the Normal Retirement Date of the Member reduced pursuant to
the applicable provision of Section 6.02.
7.04 Application for Pension
A former Member entitled to a deferred pension shall make application, in
writing, to Robin Hood, at least 90 days prior to the date when the former
Member wishes payment of a pension to commence.
7.05 Portability
A Member of the Plan who ceases to be employed by a Participating Company,
who is entitled to a deferred pension and who is not entitled to take early
retirement as provided under Section 5.02 may elect to have an amount equal
to the commuted value of the deferred pension to which the Member is
entitled transferred out of the Pension Fund to:
(a) another registered pension fund, if the administrator of that fund
agrees to accept the payment; or
(b) a company licensed to provide annuities in Canada, for the
purchase of a life annuity that will commence no earlier than age 55; or
(c) an individual registered retirement savings plan in the name of
the Member that meets the requirements prescribed under the Act;
provided that notice of such election is given to Robin Hood within the
time limits prescribed under the Act and that such transfer is carried out
in accordance with the requirements of the Act and the Income Tax Act of
Canada. A Member who elects such transfer shall take the commuted value in
full satisfaction of any right under the Plan and upon the completion of
such transfer shall have no further entitlement to any benefit under the
Plan.
ARTICLE 8
NORMAL AND OPTIONAL FORMS OF BENEFIT
8.01 Normal Form Of Benefit
A retirement pension or deferred pension payable to a Member or former
Member under the terms of the Plan shall be payable in equal monthly
installments for the remaining lifetime of the Member or former Member
ceasing with the payment for the month in which death occurs.
8.02 Joint and 60% Survivor Form
Notwithstanding the provisions of Section 8.01, if a Member or former
Member has a Spouse on the date that payment of the Member's or former
Member's pension is due to commence then the amount of the pension shall be
adjusted and paid in the form of a joint and 60% survivor pension. This
joint and 60% survivor pension shall be the Actuarial Equivalent of the
normal form of pension which would otherwise be payable under Section 8.01
and it shall be payable to the Member or former Member until the death of
the Member or former Member at which time 60% of the adjusted amount shall
be paid to the Member's or former Member's surviving Spouse, if any, for
the lifetime of such Spouse.
8.03 Waiver of Joint and 60% Survivor Form
The requirement to pay a pension in the joint and survivor form pursuant to
Section 8.02 will not apply if the Member or former Member and the Spouse
of such Member or former Member execute and file with Robin Hood a waiver
in the form required under the Act or a certified copy of a domestic
contract containing such waiver. The waiver must be filed within the time
prescribed under the Act.
8.04 Optional Forms
Subject to the requirement to provide a waiver if Section 8.02 applies, a
Member or former Member may, with the approval of Robin Hood, elect to have
a retirement pension paid in any one or any combination of the following
optional forms below:
(a) Joint and Survivor A joint and survivor pension providing for a
reduced pension payable to the Member or former Member during the Member's
or former Member's life and continuing after death in the same amount, or
in some lesser amount, to and for the life of a contingent annuitant named
by the Member or former Member should such contingent annuitant survive the
Member or former Member; or
(b) Pension with a Guaranteed Period A reduced pension for life
payable to the Member or former Member with the provision that if the
Member or former Member dies before the guarantee period chosen by the
Member or former Member (such period may not exceed 180 months) has
expired, the pension payments shall be continued to the Beneficiary of the
Member or former Member until the total number of payments made to both the
Member or former Member and the Beneficiary equal the selected guaranteed
number of payments, except that if the balance of payments are payable to
the Member's or former Member's estate, the remaining payments shall be
commuted and paid in one lump sum; or
(c) Level Income An increased pension payable until the Member or
former Member qualifies for a pension from the federal government and/or a
provincial government under the terms of one or more comprehensive programs
of old age pensions and a reduced pension payable thereafter until death,
the difference between the two amounts being as nearly as possible equal to
the total pension payable by the federal and/or the provincial governments.
The amount of this difference shall be requested by the Member or former
Member and shall be as agreed to by Robin Hood. The Member or former Member
shall provide Robin Hood with any information required to verify the amount
of government pension which the Member or former Member is entitled to
receive. Election of this option shall not increase the total amount
payable in the aggregate to the Member or former Member and the
Beneficiary, in the event of the Member's or former Member's death.
A pension payable in an optional form shall be Actuarially Equivalent to
the pension payable in the normal form under Section 8.01.
8.05 Election of Optional Forms
An election of an optional form shall be subject to such rules as Robin
Hood may from time to time adopt for the safeguarding of the Pension Fund
and the proper administration of the Plan, and shall be subject to the
following additional conditions:
(a) The election shall be made prior to the date on which the first
payment of the Member's or former Member's pension benefit is payable; and
(b) The election may be revoked or changed at any time before the date
on which the first payment of the Member's or former Member's pension
benefit is payable but shall be irrevocable on and after that date; and
(c) The election shall be inoperative if the Member or former Member,
or the Member's or former Member's contingent annuitant in the case of a
joint and survivor pension, dies prior to the date on which the first or
only pension payment becomes due thereunder, and
(d) No election or any revocation or change of any previous election
shall be effective unless in writing, signed by the Member or former
Member, and approved by Robin Hood all within the time limits set out
above.
ARTICLE 9
BENEFITS ON DEATH
9.01 Death Prior to Two Years Of Participation
If a Member dies before payment of the Member's pension is due to commence
and before completing at least two years of membership in the Plan and any
Prior Plan the Member shall be entitled to receive a lump sum payment equal
to the Member's Additional Voluntary Contributions, if any, and Special
Contributions, if any, both with Credited Interest thereon.
9.02 Pre-retirement Death Benefit for Post 1986 Service
If a Member, or a former Member entitled to a deferred pension, dies before
payment of the Member's or former Member's pension is due to commence and
after completing at least two years of membership in the Plan and any Prior
Plan then a pre-retirement death benefit shall be payable to the Spouse of
the Member or former Member equal to the commuted value of the retirement
pension that the Member had accrued in respect of participation in the Plan
after December 31, 1986 determined as if the Member had terminated
employment immediately prior to death or, in the case of a former Member,
equal to the commuted value of the deferred pension of such former Member
in respect of participation in the Plan after December 31, 1986.
9.03 Form of Pre-Retirement Death Benefit
Subject to the requirements of the Act, a Spouse entitled to receive a
pre-retirement death benefit pursuant to Section 9.02 may elect to receive
such benefit in the form of:
(a) a lump sum payment; or
(b) an immediate pension; or
(c) a deferred pension commencing no later than the date the Spouse
attains age 65; or
(d) a transfer to a registered retirement savings plan.
Such Spouse shall elect the form of such benefit within 90 days of receipt,
from Robin Hood, of notice of entitlement, failing which the Spouse shall
be deemed to have elected to receive an immediate pension.
9.04 Payment to Beneficiary
If a Member or former Member does not have a Spouse at the time of death or
if the Spouse's entitlement to a death benefit has been waived in
accordance with the provisions of Section 9.05 then the pre-retirement
death benefit payable under Section 9.02 shall be paid to the Beneficiary
or, if none, then to the estate of the Member, in a lump sum.
9.05 Spousal Waiver
A Spouse may relinquish entitlement to the death benefits payable under
Sections 9.02 and 9.06 by completing a waiver jointly with the Member or
former Member and filing such waiver with Robin Hood in the form and manner
prescribed under the Act. In such case any pre-retirement death benefits
will be payable as if the Member or former Member had no Spouse.
9.06 Pre-Retirement Death Benefit for Pre-1987 Service
(a) If a Member who has completed at least 5 years of Continuous
Service dies while still an Employee and before payment of the Member's
pension is due to commence then the surviving Spouse of such Member, if
such person has been the Member's Spouse for at least one year, shall be
entitled to receive a Spouse's Pension equal to 50% of the pension accrued
by the Member as of January 1, 1987. If the Spouse is more than 10 years
younger than the deceased Member then the amount of the Spouse's Pension
shall be reduced by 2% thereof for each full year by which the age
difference exceeds 10 years. This pension shall be paid for the lifetime of
the surviving Spouse in monthly installments on the first day of each month
beginning with the first day of the month following the death of the
Member.
(b) If a Member or former Member dies before payment of the Member's
or former Member's pension is due to commence and a Spouse's Pension is not
payable pursuant to Section 9.06(a) then an amount equal to the Member's or
former Member's Additional Voluntary Contributions with Credited Interest
thereon in respect of Continuous Service prior to 1987 shall be payable to
the surviving Spouse or, if no Spouse survives the Member or former Member,
to a named Beneficiary in a lump sum.
9.07 Death After Retirement
If a Member or former Member dies after payment of the Member's pension is
due to commence then the death benefit, if any, shall be the remaining
monthly payments or other benefit payable in accordance with the form of
pension in effect pursuant to Article 8 at the time of the Member's or
former Member's death subject to the minimum set out in Section 8.01 if the
pension is paid in the normal form
9.08 Designation of Beneficiary
Each Member or former Member may, from time to time, designate a person or
persons to receive the benefits which may be payable under the Plan in the
event of the death of the Member or former Member. Each such designation
will revoke all prior designations by such Member or former Member, shall
be in writing on a form provided for that purpose and filed with Robin
Hood, and may name one or more primary beneficiaries and, if the Member or
former Member so desires, one or more contingent beneficiaries. If the
Member has not designated a Beneficiary or such Beneficiary pre-deceases
the Member then any death benefit payable to a Beneficiary shall be paid to
the estate of the Member or former Member.
ARTICLE 10
LIMITATION AND ADJUSTMENTS REGARDING BENEFITS
10.01 Revenue Canada Maximum Pension
Notwithstanding any provision of the Plan to the contrary, the annual
pension payable to a Member or former Member on retirement, termination of
employment or on the termination of the Plan, including any benefit paid to
a Spouse as a result of a marriage breakdown and excluding any amount
derived from the Member's Additional Voluntary Contributions, shall not
exceed the lesser of:
(a) $1,715 multiplied by the number of years of pensionable service
not exceeding 35 years; and
(b) an amount which is the product of:
(i) 2% per year of pensionable service not exceeding 35 years; and
(ii) the average of the best three consecutive years of
remuneration paid to the Member by the Participating Company;
or such greater amount as may be permitted by Revenue Canada, Taxation
except that the above prohibition will not apply to annual pensions of S300
or less per year of pensionable service. For the purposes of this Section,
pensionable service shall only include service to the extent permitted
under the rules of Revenue Canada, Taxation. The maximum pension herein set
out shall apply to the total of all pensions payable to a Member or former
Member in respect of all plans or prior plans of the Participating
Companies.
The commuted value of the benefit payable at retirement, termination of
employment or termination of the Plan shall not exceed the value of the
maximum benefit calculated above payable at the earliest of attainment of
age 60 or Normal Retirement Date as a single life annuity guaranteed for 10
years or a 60% joint and survivor annuity, whichever is applicable.
10.02 Maximum Pension
Notwithstanding any other provisions of the Plan, the pension payable to a
Member upon retirement (excluding any amount derived from Additional
Voluntary Contributions) shall not exceed an amount that is equal to:
(a) the total number of the Member's years of participation in the
Plan or the Employees' Pension Plan, the Employees' Contributory Pension
Plan, the Profit Sharing Retirement Plan or the Salaried Employees' Pension
Plan multiplied by;
(b) 1.1% of the Member's annual rate of Compensation as of the first
day of January in the year of death, termination or retirement, whichever
first occurs, up to the Year's Maximum Pensionable Earnings applicable in
that year and 1.6% of such annual rate of Compensation in excess of such
Year's Maximum Pensionable Earnings.
ARTICLE 11
FUNDING
11.01 Pension Fund
Robin Hood shall establish and maintain a Pension Fund pursuant to a
Funding Agreement with a Funding Agent for the purpose of funding the
benefits under this Plan. All contributions shall be deposited into the
Pension Fund.
11.02 Amendment of Funding Agreement and Change of Funding Agent
Robin Hood reserves the right to amend or revoke the Funding Agreement and
to remove the Funding Agent and appoint an additional and/or a successor
Funding Agent, in accordance with the provisions thereof, as it may deem
appropriate.
11.03 Member Contributions
Except as permitted under Section 11.04 and 11.05, a Member shall not be
required or permitted to make contributions to the Plan.
11.04 Additional Voluntary Contributions
Each Member may make Additional Voluntary Contributions to the Plan for the
purpose of increasing the Member's retirement income under the Plan subject
to the limitations imposed under the Income Tax Act of Canada and the rules
and regulations of Revenue Canada, Taxation.
11.05 Special Contributions by Member
Subject to such rules as Robin Hood may prescribe, a Member may elect to
purchase additional Credited Service and deemed Compensation in respect of
any period of Continuous Service prior to January 1, 1990 during which the
Member was eligible to become a member of the Salaried Employees' Pension
Plan but did not do so. To purchase such Credited Service the Member shall
make a lump sum Special Contribution which is the Actuarial Equivalent, at
the time of the contribution of the additional benefit to be provided in
respect of such period of Continuous Service.
Upon payment of the Special Contribution the Member shall:
(a) be granted Credited Service for the period of Continuous Service
in respect of which the Special Contribution is made; and
(b) be deemed to have received as Compensation, during the period of
Continuous Service in respect of which the Special Contribution is made,
all those amounts which would have been recognized as compensation of the
Member for the purposes of the Salaried Employees' Pension Plan if the
Member had been a member of the Salaried Employees' Pension Plan during
such period of Continuous Service.
11.06 Participating Company Contributions
Each Participating Company shall contribute an amount, as determined by the
Actuary, which, taking into account the assets of the Pension Fund, is
sufficient to fund the benefits accruing to Members employed by such
Participating Company for service during the current year, but not
exceeding the amount that such Participating Company can claim as a
deduction from income under the Income Tax Act of Canada. Such
Participating Company contributions, if any, shall be paid into the Pension
Fund in monthly installments, within 30 days after the end of the month for
which the contributions are payable. Each Participating Company shall also
make equal monthly contributions throughout the fiscal year of the Plan, if
any are required, to amortize any unfunded liability or solvency deficiency
arising in respect of service by Members with that Participating Company,
all as in accordance with the Act.
11.07 Investment of Pension Fund
The Pension Fund shall be invested or loaned so as to comply with the Act
and any other applicable laws, rules or regulations promulgated by any
governmental authority having jurisdiction over the Pension Fund or Plan.
11.08 Payment from Pension Fund
All benefits payable under the Plan shall be payable only from the Pension
Fund however, Robin Hood, in its sole discretion and so long as such action
would not result in the Plan ceasing to be approved or registered under the
Income Tax Act of Canada or the Act, require the Funding Agent to withdraw
from the Pension Fund such amount as may be required to purchase, from a
company licensed to provide annuities in Canada selected by Robin Hood,
annuity benefits of equal amounts and payable under the same conditions as
the retirement pension or deferred pension to which a Member or former
Member is entitled and to apply the monies so withdrawn for said purposes.
11.09 Sole Liability of Pension Fund Assets
Any Member, former Member or other person having any claim under the Plan
must look solely to the assets of the Pension Fund for such benefit. In no
event will Robin Hood, any Participating Company or any of their directors
or officers, be liable, in their individual or other capacities, to any
person under the provisions of the Plan, or under the Funding Agreement.
11.10 Use of Surplus
Any excess of assets over the liabilities of the Plan arising at any time
or any portion thereof, as determined by the Actuary, may be applied for
any purpose as Robin Hood may direct and applicable legislation and
authorities may allow; or Robin Hood may receive on an ongoing basis, upon
application to and prior approval of the applicable regulatory authorities,
any portion of such surplus that may be refunded under applicable
legislation or regulations.
11.11 Refund of Over-Contributions and Payments in Error
Subject to any required prior approval of the appropriate authorities, any
overpayment by a Participating Company in excess of the amount, if any,
required to be contributed under Section 11.06 or payments made by a
Participating Company that should have been paid out of the Pension Fund
may be returned to the Participating Company out of the Pension Fund as
directed by Robin Hood.
ARTICLE 12
MARRIAGE BREAKDOWN
12.01 Pension Credit Splitting
When a certified copy of a court order from a court of competent
jurisdiction or a valid domestic agreement has been filed With Robin Hood
requiring division of a Member's or former Member's benefits under this
Plan due to marriage breakdown, such division shall be made in accordance
with the order or contract, as determined by Robin Hood and subject to any
requirements prescribed under the Act. Any necessary adjustments resulting
from such division shall be made to the Member's or former Member's benefit
entitlement under the Plan.
12.02 Maximum Pension Payable
At the time of a division pursuant to Section 12.01, the value of the
portion of the Member's benefits allocated to the Member or former Member
and the portion of the Member's benefits allocated to the Spouse pursuant
to Section 12.01 shall not be greater than the total value of the Member's
benefits accrued to that date and the portion of the Member's benefit
allocated to the Spouse shall not exceed 50% of the Member's benefit
calculated in the prescribed manner.
12.03 Assigned Pension Not Subject to Subsequent Spousal Rights
A pension payable to a former Spouse as a result of an assignment pursuant
to Section 12.01 is not subject to the requirements of Section 8.02. Any
pre-retirement death benefit determined pursuant to Section 9.02 arising
from the entitlement of the former Spouse shall be paid to the Beneficiary
of the former Spouse or, if there is no Beneficiary, then to the estate of
the former Spouse in a lump sum.
ARTICLE 13
ADMINISTRATION
13.01 Administrator
Robin Hood shall administer the Plan and be responsible for carrying out
the provisions of the Plan. Robin Hood shall have all powers necessary to
properly administer the Plan, including, but not limited to, the right:
(a) to interpret and construe the Plan; and
(b) to determine all questions of eligibility and of status and rights
hereunder; and
(c) to determine the amount of benefits payable to any person in
accordance with the provisions of the Plan; and
(d) to take or cause to be taken such action as in its judgment it
shall deem advisable or necessary to carry out the provisions of the Plan;
and
(e) in general to decide any dispute arising hereunder, other than one
involving the rights, duties, or responsibility of the Funding Agent.
Robin Hood may adopt such rules and regulations as it deems desirable for
the conduct of its affairs and for the administration of the Plan. Robin
Hood may authorize one or more of its officers or agents to sign on its
behalf any instructions to the Funding Agent.
13.02 Actuarial Procedure and Assumptions
Robin Hood shall from time to time appoint an Actuary, to serve at the
pleasure of Robin Hood, who shall act as technical advisor to it in all
matters in connection with the Plan requiring actuarial computations and
valuations.
Robin Hood shall from time to time, upon the advice of the Actuary, adopt
such rate of interest and mortality, service and other tables as may be
required in connection with the administration of the Plan whether in
connection with computations of benefits, contributions by Participating
Companies, or otherwise. On the basis of such tables as Robin may adopt,
the Actuary shall make a triennial valuation of the assets and liabilities
of the Plan and such intermediate valuations as Robin Hood shall direct.
13.03 Administration Expenses
Any expenses incurred by Robin Hood in administering the Plan and Pension
Fund including but not limited to the fees and other expenses and charges
of any Actuary, auditor or agent employed by Robin Hood in connection with
the Plan's and Pension Fund's administration, shall be paid from the
Pension Fund, provided, however, that such expenditures and expenses if
incurred in connection with the Profit Sharing Retirement Plan shall be
paid as that Plan provides; and provided further that any Participating
Company may, in its sole discretion, pay to or reimburse Robin Hood for
such expenditures and expenses.
13.04 Limitation of Liability
No Participating Company, or any director, officer or employee of a
Participating Company, shall incur any liability to anyone for any act or
omission or other matter regarding this Plan or its administration except
for willful misconduct or lack of good faith. Robin Hood may rely and act
upon the basis of information furnished to it by any Participating Company
or the Funding Agent or any Actuary, auditor or agent appointed by it
without further inquiry and without liability to anyone.
13.05 Fiscal Year
The fiscal year of the Plan and Pension Fund shall end on the 31st day of
December in each year.
ARTICLE 14
FUTURE OF THE PLAN
14.01 Power to Amend
Robin Hood expects and intends to maintain this Plan in force indefinitely
but necessarily reserves the right to amend or discontinue the Plan, either
in whole or in part, at any time or times, subject always to the
administrative rules and regulations of Revenue Canada, Taxation, the
Income Tax Act of Canada and the provisions of the Act. Without limiting
the generality of the foregoing, such right to amend shall include the
right to merge the Plan with another pension plan or plans, to divide the
Plan or to convert it to a money purchase pension plan.
14.02 No Reduction in Benefits
No amendment to the Plan shall operate to reduce the amount or the value of
the benefits which have accrued to Members or former Members prior to the
date of such amendment. In the event of the termination of the Plan, Robin
Hood and any Participating Company shall not be obligated to make any
further contributions to the Plan with respect to service after the date of
such termination of the Plan except as required by the Act.
14.03 Application of Assets on Termination
If the Plan is terminated or otherwise discontinued, the assets in the
Pension Fund, after providing for the expenses of the Plan attributable
thereto, shall be applied, to the extent sufficient, to provide for the
accrued benefits of Members, former Members entitled to a deferred vested
pension, retired Members, Spouses and other Beneficiaries as determined by
Robin Hood, on the advice of the Actuary and subject to the requirements of
the Act.
Subject to the funding requirements of the Act, if the assets of the
Pension Fund are insufficient to fully provide for all accrued benefits
then they shall be applied to provide benefits for Members, former Members
entitled to a deferred vested pension, retired Members, Spouses, and other
beneficiaries on a pro rata basis in accordance with their respective
interests in the Plan as determined by Robin Hood, on the advice of the
Actuary and in a manner which meets the requirements of the Act.
Any excess assets remaining after the satisfaction of all accrued benefits
as set out above shall be returned to the Participating Companies to which
such excess is attributable. Any distribution of funds will be conditional
upon the prior approval of the applicable regulatory authorities.
14.04 Partial Termination of the Plan
If a part of the Plan is terminated a portion of the Pension Fund shall be
allocated to that part of the Plan which is being terminated. The portion
of the Pension Fund to be allocated shall be determined by Robin Hood in an
equitable manner on the advice of the Actuary subject to the Act. Such
portion of the Pension Fund shall be applied in accordance with the
provisions of Section 14.03 for the benefit of Members, former Members
entitled to a deferred vested pension, retired Members, Spouses and other
Beneficiaries affected by the partial termination. Any part of such portion
remaining after the satisfaction of all accrued benefits of all persons
affected by the partial termination may be paid to the applicable
Participating Companies or applied as such Participating Companies may
otherwise direct. Any distribution will be conditional upon the prior
approval of the applicable regulatory authorities.
14.05 Provision of Benefits
The benefits determined in accordance with the provisions of Section 14.03
or 14.04 may be provided through the purchase of annuity contracts from a
company licensed to provide annuities in Canada, or by the transfer of
benefits to which the respective Members and former Members are entitled to
the pension plans of subsequent employers or to registered retirement
savings plans or by the continuation of the Pension Fund or by the payment
of cash refunds, all as determined by Robin Hood, subject to the
requirements of the Act.
14.06 Withdrawal of Participating Company
Robin Hood may at any time determine that any Participating Company shall
withdraw from the Plan, or any Participating Company may determine that it
shall so withdraw, and upon any such determination the participation of
that Participating Company in the Plan shall be terminated. Any such
withdrawal shall be accomplished in accordance with the provisions of this
Article and the Act.
14.07 Balance of Participating Companies
If the Plan is terminated in respect of one or more Participating Companies
but is continued in respect of one or more Participating Companies, the
portion of the Pension Fund to be allocated to such withdrawing
Participating Company(s) shall be determined by the Actuary in an equitable
manner in accordance with the Act and only that portion of the Pension Fund
which is allocated to the withdrawing Participating Company or
Participating Companies shall be distributed in accordance with the
provisions of this Article subject to the Act and any other applicable
legislation.
14.08 Addition of New Groups of Employees
If, because of acquisition, expansion or other reason, a group of persons
becomes employed by a Participating Company, this Plan will not be extended
to such persons unless so declared by resolution of the Board of Directors
of Robin Hood.
14.09 Method of Adopting Plan
If so authorized by Robin Hood, any Subsidiary of International may, for
the benefit of its eligible employees, become a Participating Company under
the Plan by the adoption of a resolution by its Board of Directors to that
effect. Robin Hood may limit participation to one or more divisions or
classes of employees of any Participating Company or may exclude one or
more divisions or classes of employees from participation in the Plan and
in either such event only those persons employed by any division or in any
class of employees of such Participating Company covered by Robin Hood's
designation shall be deemed for purposes of the Plan to be eligible
Employees of such Participating Company.
ARTICLE 15
MISCELLANEOUS PROVISIONS
15.01 General Limitations on Benefits
All benefits under the Plan shall be paid solely from the Pension Fund
provided that, insofar as any such benefits may be payable pursuant to the
Profit Sharing Retirement Plan, the same shall be paid or provided for from
the trust funds established and maintained pursuant to the said Profit
Sharing Retirement Plan and neither the Funding Agent, Robin Hood, nor any
Participating Company guarantees the Pension Fund or such trust funds or
any Member or Beneficiary against losses or depreciation or guarantees the
payment of any benefit hereunder.
15.02 Non Alienation of Benefits
No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, commutation, surrender,
assignment, pledge, encumbrance or charge, and any attempt so to do shall
be void, except as specifically provided in the Plan or by law. Except as
required under the Act no benefit shall be in any manner liable for or
subject to garnishment, attachment, execution or levy, or liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
person entitled to such benefit.
15.03 Legal Incapacity
Distribution to a minor or person under legal disability may be made either
(i) directly to said person; (ii) to either one or both of such person's
parents; (iii) to the Spouse or any relative of such person; (iv) to the
legal guardian or conservator of said person; or (v) by expending the same
for the maintenance, support or education of said person, as directed by
the legally authorized representative of said person.
The receipt of a person receiving payment as hereby authorized shall
constitute a full and complete discharge of the Pension Fund, Robin Hood
and of the Funding Agent for such payment.
15.04 Information by Participating Companies
Each Participating Company shall supply promptly to Robin Hood full,
complete and timely information on all matters relating to the name,
compensation, age, sex, service, retirement, death or other termination of
employment of all Members in its employ and such other information as Robin
Hood may deem necessary for it to fulfil its duties hereunder. For
convenience of administration, Robin Hood may furnish and certify such
information both on behalf of itself and any or all other Participating
Companies.
15.05 Rights of Members
The adoption and maintenance of the Plan shall not be deemed to constitute
a contract between any Participating Company and any Employee or to be a
consideration for, or an inducement or condition of, the employment of any
person. Nothing in the Plan shall be deemed to give any Employee the right
to be retained in the employ of any Participating Company or to interfere
with the right of any Participating Company to discharge any Employee at
any time without regard to the effect such discharge might have upon the
Employee as a Member of the Plan.
15.06 Small Pensions
If the annual amount of pension payable to a former Member or retired
Member at the Member's Normal Retirement Date is less than 2% of the Year's
Maximum Pensionable Earnings in the year that such Member terminates
employment or retires, or such other amount as may be permitted by
legislation applicable to the Member, Robin Hood may direct that the
pension be paid in quarterly, semi-annual or annual installments or that
the commuted value of the pension be paid in a single lump sum.
15.07 Legal Construction
The Plan shall be governed by, construed and administered in all respects
in accordance with the laws of Ontario.
15.08 Headings
The division of this Plan into Articles and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation of this Plan.
15.09 Gender
Words importing the singular include the plural and vice-versa; words
importing the masculine gender include the feminine and neuter genders.
EXECUTIVE EMPLOYEES' PENSION PLAN OF
ROBIN HOOD MULTIFOODS INC.
AMENDMENT No. 1
WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin
Hood") maintains the Executive Employees' Pension Plan of Robin Hood
Multifoods Inc. (hereinafter referred to as the "Plan"); and
WHEREAS Robin Hood has reserved the right to amend the Plan from time to
time; and
WHEREAS Robin Hood wishes to amend the Plan to improve the benefit formula;
RESOLVED THAT, effective January 1,1992 and subject to the approval of the
Pension Commission of Ontario and Revenue Canada, Taxation:
1. Section 6.01 of the Plan is amended to read as follows:
6.01 Normal Retirement Pension
The annual retirement pension of a Member retiring on the Member's
Normal Retirement Date shall be equal to the sum of:
(a) for each calendar year during which the Member was a Member:
(i) 1% of the Member's Compensation for that year not in excess of
the Year's Maximum Pensionable Earnings for that year; and
(ii) 2% of the Member's Compensation for that year in excess of the
Year's Maximum Pensionable Earnings for that year; and
(b) in the case of an Employee who was a Member on December 31,1991 and
was actively employed on January 1, 1992 or retired on that date, or was on
a leave of absence on January 1, 1992 approved by Robin Hood, an additional
annual pension benefit equal to the excess, if any, of the Member's 1992
Improved Pension Benefit over the Member's 1992 Accrued Pension Benefit,
where 1992 Improved Pension Benefit and 1992 Accrued Pension Benefit are
determined as follows:
1992 Improved Pension Benefit is equal to the product of:
(A) 1.2% of the first $32,000 of the Member's annual rate of
Compensation on January 1,1992 plus 1.8% of the remainder, if any, of such
annual rate of Compensation; and
(B) the Member's Credited Service plus the Member's continuous period
of service prior to January 1, 1992 in years including a fraction of a
year, during which the Member was a member of or a participant in the
Salaried Employees' Pension Plan, the Employees' Pension Plan, the
Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan,
and excluding, in the case of a Member who was a member of the Profit
Sharing Retirement Plan and who did not elect to transfer the Member's
Company Contribution Account to the Pension Fund, the continuous period of
service during which the Member was a member of the Profit Sharing
Retirement Plan; and
1992 Accrued Pension Benefit is equal to the pension benefit accrued
by the Member to December 31, 1991, under the provisions of this Section
6.01 excluding this Section 6.01 (b) and including any pension benefits
accrued under the Salaried Employees' Pension Plan, the Employees' Pension
Plan, the Employees' Contributory Pension Plan or the Profit Sharing
Retirement Plan and this Plan.
2. Section 10.02(b) of the Plan is amended with respect to retirements or
terminations of employment occurring on and after January 1, 1992 to read
as follows:
(b) 1.2% of the Member's annual rate of Compensation as of the first
day of January in the year of death, termination or retirement, whichever
first occurs, up to the Year's Maximum Pensionable Earnings applicable in
that year and 1.8% of such annual rate of Compensation in excess of such
Year's Maximum Pensionable Earnings.
3. Any Officer or Director of Robin Hood is hereby directed and
authorized to take such further action and sign and execute, whether under
corporate seal of Robin Hood or otherwise, all documents, instruments and
agreements, as may be necessary or desirable to give effect to the
foregoing including the adoption of such minor changes as may be required
to ensure acceptance by the regulatory authorities.
Certified to be a true copy of resolutions duly adopted by the Board of
Directors of Robin Hood Multifoods Inc. on the 22nd day of July 1992, which
resolutions are still in full force and effect.
Dated this 24th day of July, 1992.
/s/ Allan C. Turner
Secretary
EXECUTIVE EMPLOYEES' PENSION PLAN OF
ROBIN HOOD MULTIFOODS INC.
AMENDMENT No. 2
WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin
Hood") maintains the Executive Employees' Pension Plan of Robin Hood
Multifoods Inc. (hereinafter referred to as the "Plan"); and
WHEREAS Robin Hood has reserved the right to amend the Plan from time to
time; and
WHEREAS Robin Hood wishes to amend the Plan to comply with changes to the
Income Tax Act;
RESOLVED THAT, effective January 1, 1991 and subject to the approval of the
Pension Commission of Ontario and Revenue Canada, Taxation:
1. Section 2.08 is amended by the addition of the following sentence.
For the purposes of this Section "date of computation" means the
beginning of the month in which the transfer is made or contributions are
returned, as applicable.
2. Section 2.09 is amended to read as follows:
"Credited Service" means service credited pursuant to Sections 4.02,
4.03, 4.04 and 4.05
3. Section 2.17 is amended by the addition of the following.
and "former Member" means a person who is no longer an Employee but
who is entitled to a deferred pension.
4. Section 2.28 is amended by the addition of the phrase, "at the
relevant time", following the phrase "means a person of the opposite sex
who".
5. Section 2.31 is amended by the addition of the phrase "based on the
written certification of a medical practitioner" to the end of the first
full paragraph.
6. The first sentence of the second paragraph of Section 4.01 is amended
by substituting the phrase "during a leave for active service" for the
phrase "during a leave to serve".
7. The following is added as Section 4.03 and the subsequent Sections in
Article 4 (and references to such subsequent Sections in the Plan) are
renumbered accordingly.
4.03 Service While On Pregnancy/Parental Leave
If a Member takes a pregnancy leave or parental leave under the
authority of the Employment Standards Act of Ontario or a pregnancy leave
under the authority of other applicable employment standards legislation,
the Member shall accrue Credited Service in respect of the period of the
leave at the same rate as the Member was accruing Credited Service
immediately prior to beginning the leave.
8. The first sentence of Section 14.03 is amended by the addition of the
phrase, "Members shall be fully vested and" following the phrase, "If the
Plan is terminated or otherwise discontinued".
9. The first sentence of Section 14.04 is amended by the addition of the
phrase, "Members affected by the partial termination shall be fully vested
and" following the phrase "If a part of the Plan is terminated".
10. Section 15.02 is amended by the addition of the phrase "or be given as
security" following the phrase "pledge, encumbrance, or charge".
FURTHER RESOLVED THAT, effective January 1,1992 and subject to the approval
of the Pension Commission of Ontario and Revenue Canada, Taxation:
11. Section 2.31 is amended by substituting the phrase "based on the
written certification of a medical doctor licensed to practice under the
laws of a province of Canada" for the phrase "based on the written
certification of a medical practitioner", as it appears at the end of the
first full paragraph.
l2. Section 4.02 is amended by the insertion of the following text after
the first sentence:
Notwithstanding the preceding provisions of this Section, Credited
Service accrued by a Member after December 31, 1990 in respect of any
period of reduced pay or no pay (other than a period of Total Disability)
shall be subject to the prescribed compensation limitations under the
regulations to the Income Tax Act of Canada.
13. Section 6.01(c) is amended to read as follows:
(c) in the case of a Member who accrued Continuous Service while an
Employee and who is actively employed by a Participating Company on January
1, 1992 or who retired on that date, or who was on a leave of absence on
January 1, 1992, approved by Robin Hood, an additional annual pension
benefit equal to the excess, if any, of the Member's 1992 Improved Pension
Benefit over the Member's 1992 Accrued Pension Benefit, where 1992 Improved
Pension Benefit and 1992 Accrued Pension Benefit are determined as follows;
1992 Improved Pension Benefit is equal to the product of:
(A) 1.2% of the first $32,200 of the Member's annual rate of
Compensation on January 1,1992 plus 1.8% of the remainder, if any, of such
annual rate of Compensation; and
(B) the Member's Credited Service accrued while an Employee plus (and
to the extent that such service is not counted for similar purposes under
another registered pension plan of Robin Hood) the Member's continuous
period of service while an employee prior to January 1, 1992 in years
including a fraction of a year, during which the Member was a member of or
a participant in the Employees' Pension Plan, the Employees' Contributory
Pension Plan or the Profit Sharing Retirement Plan, and excluding, in the
case of a Member who was a member of the Profit Sharing Retirement Plan and
who did not elect to transfer the Member's Company Contribution Account to
the Pension Fund, the continuous period of service during which the Member
was a member of the Profit Sharing Retirement Plan; and
1992 Accrued Pension Benefit is equal to the Pension Benefit accrued
by the Member to December 31, 1991, under the provisions of Section 6.01(a)
and (b) and including any pension benefits accrued under the Plan, and
including any pension benefits accrued under the Employees' Pension Plan,
the employees' Contributory Pension Plan or the Profit Sharing Retirement
Plan (to the extent that a period of service while participating in such
plan is included for purposes of (B) above).
14. The last sentence of Section 7.03 is amended to read as follows:
The amount of the pension payable to the former Member in such
instance shall be the Actuarial Equivalent of the deferred pension which
would otherwise have been payable commencing at the Normal Retirement Date
of the Member subject to the minimum reduction required under the Income
Tax Act of Canada. However, if the former Member would have been eligible
to elect early retirement under Section 5.02 at the time of termination of
employment, the deferred pension shall be equal to the amount which would
have been payable commencing at the Normal Retirement Date of the Member
reduced pursuant to the applicable provision of Section 6.02.
15. Section 8.04(a) is amended by the substitution of the phrase "the
Spouse of" for the phrase "a contingent annuitant named by" and by the
substitution of the phrase "such Spouse" for the phrase "such contingent
annuitant".
16. Section 8.05 (c) is amended by the substitution of the phrase "Spouse"
for the phrase "contingent annuitant".
17. Section l0.01 is amended to read as follows:
l0.01 Revenue Canada Maximum Pension
Notwithstanding any other provision of this Plan, the annual lifetime
pension payable to a Member or former Member under this Plan, including any
benefit paid to a Spouse or former Spouse as a result of a marriage
breakdown and excluding any amount derived from the Member's Additional
Voluntary Contributions shall not, in the year of commencement, exceed the
lesser of:
(a) the defined benefit limit for the year of commencement; and
(b) 2% of the Member's highest average compensation indexed to the
year of commencement;
multiplied by the Member's Credited Service. The above limitation shall
not apply to annual pensions in respect of Credited Service prior to 1992
which do not exceed $300 per year of Credited Service. For the purposes of
calculating the limitation in this Section, a Member shall not be
considered to have more than 35 years of Credited Service in respect of
periods prior to January 1, 1992. For the purposes of this Section
"defined benefit limit" and "highest average compensation" shall have the
meanings ascribed to the respective terms under the Income Tax Act of
Canada and the regulations thereunder.
The value of the pension payable at retirement in respect of Credited
Service prior to January 1, 1992 shall not exceed the value of the maximum
pension determined above, payable at the earliest of attainment of age 60
or Normal Retirement Date as a single life annuity guaranteed for 10 years
or a 60% joint and survivor annuity, whichever is applicable.
18. Sections 11.04 is amended to read as follows:
11.04 Additional Voluntary Contributions
Each Member may make Additional Voluntary Contributions to the Plan
for the purpose of increasing the Member's retirement income under the
Plan. Such contributions for a calendar year shall not exceed the lesser
of:
(a) 18% of the Member's Compensation in that year; and
(b) the money purchase limit for the year;
reduced by the Member's pension credit for the year in respect of the
benefit determined by reference to Section 6.01. For the purposes of this
Section "money purchase limit" and "pension credit" shall have the meanings
ascribed to those terms under the Income Tax Act of Canada and the
regulations thereunder.
19. Section 11.05 is amended by the addition of the following to the end
of that Section.
Any retirement pension arising from a period of Credited Service
granted pursuant to this Section which falls in a calendar year in respect
of which the Member did not accrue benefits under a registered pension plan
or a deferred profit sharing plan shall not, in the year of commencement,
exceed an annual amount equal to 2/3 of the defined benefit limit
multiplied by the Credit Service granted for such period. For the purposes
of this Section "defined benefit limit" shall have the meaning ascribed to
that term under the Income Tax Act of Canada.
20. The first sentence of the second paragraph of Section 13.02 is amended
to read as follows:
Robin Hood shall from time to time, in consultation with the Actuary,
adopt such tables, assumptions and methods as it deems appropriate for the
purpose of computing benefits, commuted values, actuarial equivalence,
contributions by Participating Companies, or otherwise, subject to the
requirements of the Act.
FURTHER RESOLVED THAT the appropriate Officers or Directors of Robin Hood
are hereby directed and authorized to take such further action and sign and
execute, whether under corporate seal of Robin Hood or otherwise, all
documents, instruments and agreements, as may be necessary or desirable to
give effect to the foregoing including, the adoption of such minor changes
as may be required to ensure acceptance by the regulatory authorities.
Certified to be a a true copy of resolutions duly adopted by the Board of
Directors of Robin Hood Multifoods Inc. on the 22nd day of September 1993,
which resolutions are still in full force and effect.
Dated this 22nd day of September, 1993.
/s/ Allan C. Turner
Secretary
EXECUTIVE EMPLOYEES' PENSION PLAN OF
ROBIN HOOD MULTIFOODS INC.
AMENDMENT No. 3
WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin
Hood") maintains the Executive Employees' Pension Plan of Robin Hood
Multifoods Inc. (hereinafter referred to as the "Plan"); and
WHEREAS Robin Hood has reserved the right to amend the Plan from time to
time; and
WHEREAS Robin Hood wishes to amend the Plan to improve the benefit formula;
RESOLVED THAT, effective January 1, 1994 and subject to the approval of the
Pension Committee of Ontario and Revenue Canada, Taxation, Section 6.01(b)
of the Plan is amended to read as follows:
(b) in the case of a Member who accrued Continuous Service while an
Employee and who is actively employed by a Participating Company on
January 1, 1994 or who retired on that date, or who was on a leave of
absence on January 1, 1994, approved by Robin Hood, an additional annual
pension benefit equal to the excess, if any, of the Member's 1994 Improved
Pension Benefit over the Member's 1994 Accrued Pension Benefit, where 1994
Improved Pension Benefit and 1994 Accrued Pension Benefit are determined as
follows:
1994 Improved Pension Benefit is equal to the product of:
(A) 1.2% of the first $34,400 of the Member's annual rate of
Compensation on January 1, 1994 plus 1.8% of the remainder, if any, of such
annual rate of Compensation; and
(B) the Member's Credited Service accrued while an Employee plus (and
to the extent that such service is not counted for similar purposes under
another registered pension plan of Robin Hood) the Member's continuous
period of service while an Employee prior to January 1, 1994 in years
including a fraction of a year, during which the Member was a member of or
a participant in the Employees' Pension Plan, the Employees' Contributory
Pension Plan or the Profit Sharing Retirement Plan, and excluding, in the
case of a Member who was a member of the Profit Sharing Retirement Plan and
who did not elect to transfer the Member's Company Contribution Account to
the Pension Fund, the continuous period of service during which the Member
was a member of the Profit Sharing Retirement Plan; and
1994 Accrued Pension Benefit is equal to the pension benefit accrued by
the Member to December 31, 1993, under the provisions of Section 6.01(a)
and including any pension benefits accrued under the Plan, and including
any pension benefits accrued under the Employees' Pension Plan, the
Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan
(to the extent that a period of service while participating in such plan is
included for purposes of (B) above).
FURTHER RESOLVED THAT the appropriate Officers or Directors of Robin Hood
are hereby directed and authorized to take such further action and sign and
execute, whether under corporate seal of Robin Hood or otherwise, all
documents, instruments and agreements, as may be necessary or desirable to
give effect to the foregoing including the adoption of such minor changes
as may be required to ensure acceptance by the regulatory authorities.
Certified to be a true copy of resolutions duly adopted by the Board of
Directors of Robin Hood Multifoods Inc. on the 12 day of May, 1994, which
resolutions are still in full force and effect.
Dated this 13 day of May, 1994.
/s/ Allan C. Turner
Secretary
EXHIBIT 10.13
PENSION TRUST AGREEMENT
THIS AGREEMENT made as of the 30th day of June, 1992
BETWEEN
ROBIN HOOD MULTIFOODS INC.
(herein referred to as the "Company")
OF THE FIRST PART;
- and -
THE CANADA TRUST COMPANY
(herein referred to as the "Trustee")
OF THE SECOND PART;
RECITALS
1. Whereas the Company has established a Pension Plan (the "Plan"), for
the benefit of the employees described in the Plan (Executive Employees'
Pension Plan, a copy of which is attached as Schedule "B");
2. Whereas the Company is desirous that The Canada Trust Company be the
trustee of the trust fund established under the Plan and the Trustee is
willing to do so pursuant to the terms of this Agreement;
NOW THEREFORE the Company and the Trustee agree as follows:
INTERPRETATION
1. (a) The terms and phrases and all the expressions contained in the
Plan shall have the same meaning in this Agreement unless in this Agreement
there is something in the subject matter or context inconsistent therewith.
(b) "Instructions" for the purposes of this Agreement shall mean:
1. instructions in writing signed by authorized individuals
designated as such by the Company including without limitation investment
managers or agents appointed by the Company;
2. telex or tested telex instructions of the Company including such
telex instructions of investment managers or agents appointed by the
Company;
3. such other forms of communication as from time to time may be
agreed upon in writing by the Company and the Trustee which the Trustee
believes in good faith to have been given by the Company or investment
managers and agents designated to the Trustee by the Company or which are
transmitted with proper testing or authentication pursuant to terms and
conditions which the Company may specify.
"Instructs", "Instructed" or any variations thereof shall have a
corresponding meaning.
Unless otherwise expressly provided, all Instructions shall continue in
full force and effect until canceled or superseded. The Trustee shall act
in accordance with Instructions and shall not be liable for any act or
omission in respect of any Instruction except in the case of willful
default, negligence, fraud, bad faith, willful misconduct, or reckless
disregard of duties on the part of the Trustee. The Trustee in executing
all Instructions will take relevant action in accordance with accepted
industry practice and local settlement practices.
ESTABLISHMENT AND ACCEPTANCE OF TRUST FUND
2. All contributions received by the Trustee pursuant to the provisions
of the Plan together with any earnings, profits, increments and accruals
arising therefrom, all amounts delivered to the Trustee from any prior
trustee which are actually received by the Trustee less authorized payments
therefrom shall constitute the "Trust Fund" hereby created and established.
The Trustee hereby accepts the trusts herein set out and agrees to hold,
invest, distribute and administer the Trust Fund pursuant to the provisions
of this Agreement.
RESPONSIBILITY OF TRUSTEE
3. The Trustee assumes no responsibility for the administration of the
provisions of the Plan (other than the obligations of the Trustee expressly
set forth in this Agreement), the collection of contributions required
under the Plan or for the adequacy of the Trust Fund to meet and discharge
all payments and liabilities under the Plan.
TRUST FUNDS - INVESTMENT
4. In making investments, the Trustee shall not be restricted to
securities or other property of the character authorized or required by
applicable law from time to time for trust investments. Unless specifically
Instructed otherwise, the Trustee shall invest and reinvest the principal
and income of the Trust Fund solely in units of the Master Trust
established by the Company for this Plan and other plans sponsored by the
Company or its affiliates.
POWERS OF TRUSTEE
5. The Trustee shall have the following powers and authority in the
administration and investment of the Trust Fund, to be exercised in
accordance with and subject to the provisions of this Agreement:
(a) PURCHASE OF PROPERTY - To purchase, or subscribe for, any
securities (including securities issued by the Trustee or its affiliates)
or other property and to retain the same in trust.
(b) SALE, EXCHANGE, CONVEYANCE AND TRANSFER Of PROPERTY - To sell,
exchange, convey, transfer, or otherwise dispose of any securities or other
property held by it, by private contract or at public auction. Except for
the Company or its authorized representatives no person dealing with the
Trustee shall be bound to see to the application of the purchase money or
to inquire into the validity, expediency, or propriety of any such sale or
other disposition.
(c) EXERCISE Of OWNER'S RIGHTS - To vote upon any stocks, bonds or
other securities; to give general or special proxies or powers of attorney
with or without power of substitution; to exercise any conversion
privileges, subscription rights, or other options, and to make any payments
incidental thereto; to oppose, or to consent to, or otherwise participate
in, corporate reorganizations or other changes affecting corporate
securities, and to delegate discretionary powers, and to pay any
assessments or charges in connection therewith; and generally to exercise
any of the powers of an owner with respect to all stocks, bonds, securities
or other property held as part of the Trust Fund.
(d) MORTGAGES - To renew or extend or participate in the renewal or
extension of any mortgage, upon such terms as may be deemed advisable, and
to agree to a reduction in the rate of interest on any mortgage or to any
other modification or change in the terms of any mortgage or of any
guarantee pertaining thereto, in any manner and to any extent that may be
deemed advisable; to waive any default whether in the performance of any
covenant or condition of any mortgage, or in the performance of any
guarantee, or to enforce the rights in respect of any such default in such
manner and to such extent as may be deemed advisable; to exercise and
enforce any and all rights of foreclosure, to bid in property on sale or
foreclosure, to take a conveyance in lieu of foreclosure with or without
paying consideration therefor and in connection therewith to release the
obligation on the covenant secured by such mortgage and to exercise and
enforce in any action, suit, or proceeding at law or in equity any rights
or remedies in respect to any such mortgage or guarantee.
(e) OPTIONS AND FUTURES - To purchase or write options and to enter
into future contracts.
(f) REGISTRATION Of INVESTMENTS - To cause any securities or other
property held as part of the Trust Fund to be registered in its own name as
trustee, or in the name of one or more of its nominees as trustee, and to
be represented by certificates which include securities of the same class
and nature held for other accounts in which the Trustee acts in a fiduciary
capacity; to hold any securities in bearer form; to hold securities of an
issuer utilizing a book-based central depository system for which
certificates are not issued provided that the books and records of the
Trustee shall at all times show all such securities or the proportionate
interest thereof that are part of the Trust Fund; and to deposit assets of
the Trust Fund in the custody of another financial institution or
depository authorized to act as a custodian according to the law of the
jurisdiction in which such institution or depository is located provided
that such assets shall be deemed to be held by the Trustee but may be
registered in the name of such financial institution or depository as
trustee or in the name of one or more of its nominees as trustee it being
understood by both parties that the use of any other custodian shall not
affect the Trustees' responsibilities to the Company under this Agreement.
(g) BORROWING - To borrow (including the right to borrow from itself
or any of its affiliates) or raise money for the purpose of the trust in
such amount, and upon such terms and conditions, as the Trustee in its sole
discretion shall deem advisable including, without limitation, the right to
issue its promissory note as Trustee; provided that any such borrowing by
the Trustee shall be made only in accordance with the provisions of the
pension benefits legislation and the statutes, regulations, policies and
administrative practices of the Department of National Revenue then
applicable to the Plan. No person lending money to the Trustee shall be
bound to see to the application of the money loaned or to inquire into the
validity, expediency or propriety of any such borrowing.
(h) RETENTION Of PROPERTY ACQUIRED AND CASH - To accept and retain
for such time as it may deem advisable any securities or other property
received or acquired by it as Trustee hereunder, whether or not such
securities or other property would normally be purchased as investments
hereunder; to keep such portion of the Trust Fund in cash as the Trustee,
from time to time, may deem to be in the best interests of the trust; and
to retain such cash balances on deposit with the savings department of the
Trustee or of its affiliates at such rate of interest as the Trustee may
allow from time to time on the relevant class of deposit (without being
liable to account for any profit resulting from the use of the cash
balances while on deposit).
(i) EXECUTION OF INSTRUMENTS - To make, execute, acknowledge and
deliver any and all documents of transfer and conveyance and any and all
other instruments that may be necessary or appropriate to carry out the
powers herein granted.
(j) SETTLEMENT OF CLAIMS AND DEBTS - To settle, compromise, or submit
to arbitration any claims, debts, or damages due or owing to or from the
Trust Fund, to commence or defend suits or legal or administrative
proceedings, and to represent the Trust Fund in all suits and legal and
administrative proceedings, provided that the Trustee shall not be
obligated to do so unless it has first been indemnified by the Company to
its satisfaction against any expenses or liabilities which it may incur as
a result thereof. Provide the trustee is first indemnified to its
satisfaction in no event shall the Trustee refuse to commence or defend
suits and legal and administrative proceedings, the delay of which would
prejudice the interests of the Trust Fund.
(k) EMPLOYMENT OF AGENTS AND COUNSEL - To employ suitable agents and
counsel (who may be counsel for the Company) and to pay their reasonable
expenses and compensation.
(l) POWER TO COMMINGLE - To consolidate for the purposes of
investment the Trust Fund, or any part thereof, with any other trust funds
for which the Trustee is trustee thereof into a single common fund, and to
assign units thereof or the proportionate interests therein to the
respective trust funds.
(m) POWER TO DO ANY NECESSARY ACT - To do all such acts, take all
such proceedings, and exercise all such rights and privileges, although not
specifically mentioned herein as the Trustee may deem necessary to
administer the Trust Fund.
(n) POWER TO APPOINT SUB-CUSTODIANS - The Trustee shall have the
power to appoint sub-custodians where necessary to safekeep assets of the
Trust Fund. All sub-custodians appointed by the Trustee shall be authorized
to act as a sub-custodian of securities according to the laws of the
country, province or state in which the sub-custodian operates. The Trustee
agrees that it will use reasonable care in selection of its sub-custodians.
Subject to the provisions of this subparagraph the Trustee agrees to assume
liability to the Trust Fund or the Company for losses the Trust Fund or the
Company suffers as a result of the failure of its sub-custodians to
exercise reasonable care with respect to the safekeeping of assets of the
Trust Fund. In all circumstances liability of the Trustee under this
subparagraph shall be restricted to the extent of direct damages suffered
by the Trust Fund or the Company to be determined based on the market value
of the asset of the Trust Fund which is the subject of the loss at the date
of discovery of such loss. Notwithstanding the acceptance of liability by
the Trustee for losses suffered by the Trust Fund or the Company by the
failure of the Trustee's sub-custodians to exercise reasonable care, the
Trustee's liability to Trust Fund and the Company shall be limited to the
amount of compensation and/or damages the Trustee is able to recover from
the sub-custodian as a result of that sub-custodian's failure to exercise
reasonable care.
Neither the Trustee nor its sub-custodians accepts any liability for any
losses to the Trust Fund which relate to the general risk of investing or
holding assets in any particular country as a result of, but not limited to
events such as nationalization, governmental expropriation, regulatory
action, currency restrictions, devaluations and fluctuations or any
condition interfering with the orderly execution of securities
transactions. The Trustee shall not be liable for acts, omissions or
defaults of any agent or broker which it or a sub-custodian has appointed
unless the appointment was made negligently or in bad faith.
Neither the Trustee nor its sub-custodian shall assume any liability for
property not received by them.
The powers granted to the Trustee under this provision shall be exercised
by the Trustee in its discretion, except that the Company may at any time
and from time to time, by Instruction to the Trustee, require the Trustee
to exercise such powers as Instructed by the Company or any other person or
persons authorized by the Company to give Instructions to the Trustee. The
Trustee shall not be responsible for any loss which may result from the
failure or refusal of the Company or any other person authorized by the
Company to give any such required Instruction.
PAYMENTS FROM THE TRUST FUND
6. Except as otherwise provided in this Agreement, the Trustee shall make
payments from the Trust Fund only upon receipt of an Instruction from the
Company directing such payment and, upon any such payments being made or
specifically set aside for the payee, the amount thereof shall no longer
constitute a part of the Trust Fund. The Trustee may appoint paying agents
among which may be the Company at any place or places in Canada.
Instructions of the Company need not specify the application to be made of
the monies so requisitioned or ordered and the Trustee and any paying agent
(other than the Company) shall be fully protected in making payments on the
order of the Company (in the Company's capacity of paying agent or
otherwise) in accordance therewith and charged with no responsibilities
respecting the application of such monies for the administration of the
Plan, nor for the determination that any person to whom payments are
directed to be made is a person entitled to such payment. Each such
Instruction shall constitute a certification to the Trustee that the
payment of such monies is in accordance with the provisions of the Plan.
The Trustee shall deduct from any monies requisitioned or ordered any
amounts required to be withheld by reason of any law or regulation for
payment of taxes or otherwise to the Government of Canada or any government
of any province of Canada or any political subdivision of any province.
ACCOUNTING
7. The Trustee shall keep accurate accounts of all investments, receipts
and disbursements and other transactions in connection with the Trust Fund,
and all records relating thereto shall be open to inspection and audit by
any person designated by the Company provided reasonable notice is given to
the Trustee.
The Trustee shall furnish to the Company within 60 days following the close
of each fiscal year of the Trust Fund or of such other period as may be
agreed upon between the Trustee and the Company, and within 60 days after
the removal or resignation of the Trustee or termination of the trust, a
written statement of account setting forth all investments, receipts,
disbursements and other transactions effected by it during such period.
Upon the expiration of 90 days from the date of filing such statement, or
upon the prior approval of the Company, the Trustee shall be forever
relieved and discharged from liability or accountability to anyone as
respects the propriety of its acts and transactions shown in any such
statement except with respect to any such acts or transactions as to which
the Company shall within such 90 day period file with the Trustee a written
statement objecting thereto or with respect to any such acts or
transactions in respect of which the Company cannot reasonably be expected
to have been aware of any impropriety of the Trustee until ninety (90) days
following the date when the Company can reasonably be expected to become
aware of such impropriety. Notwithstanding the foregoing, the Trustee shall
have the right to elect to have its accounts settled by judicial proceeding
whether or not the Company has filed written objection to any account as
hereinabove provided, and in the event of such election, only the Trustee
and the Company shall be the necessary parties.
RESPONSIBILITIES
8. (a) STANDARD OF CARE - The Trustee shall exercise the powers and
duties conferred upon it by this Agreement and shall not be liable for the
making, retention or sale of any investment or reinvestment nor for any
loss to or diminution of the Trust Fund unless due to its own negligence,
willful misconduct, or lack of good faith, or failure to perform its
obligations under this Agreement.
(b) CERTIFICATE OF INCUMBENCY - The Company shall from time to time
file with the Trustee a certificate of incumbency setting forth the names
of those persons who constitute the signing officers of the Company
together with specimen signatures of such persons. The signing officers of
the Company shall file with the Trustee a certificate setting forth the
name of any party, including, without limitation an investment manager,
authorized to give Instructions to the Trustee together with specimen
signatures of such persons. the Trustee shall be entitled to rely upon the
identification of the persons specified in such certificates as being
authorized to act on behalf of the Company until a later certificate is
delivered to the Trustee by the Company or its signing officers. For
greater certainty the word "certificate" in this subparagraph shall include
signature cards in such form as are accepted by the Trustee.
(c) INDEMNITY - The Company (in addition to any right of indemnity
given by law) shall indemnify the Trust Fund and the Trustee against any
liability imposed as a result of a claim asserted by any person or persons
where the Trustee has acted in good faith in reliance on any Instruction
given by any person authorized by the Company.
(d) COMPLIANCE WITH LAW - The Trustee is authorized to comply with
any law, order or regulation now or hereafter in force which purports to
impose on the Trustee a duty to take or refrain from taking any action
under this Agreement and to permit authorized parties to have access to and
the right on reasonable notice to examine and make copies of any records
relating in any way to the Trust Fund.
(e) CONFLICT OF INTEREST - The Trustee may, from time to time deal
with securities of the same class and nature as may constitute the whole or
part of the Trust Fund, or the underlying assets thereof, in its own behalf
or on behalf of accounts it manages, or be affiliated with any party to
whom or from whom such securities may be sold or purchased, or use in other
capacities knowledge gained in its capacity hereunder without being liable
in law or equity provided that such dealing or use of such knowledge is not
prejudicial to the interests of the Trust Fund.
(f) ADDITIONAL POWER - The Trustee may suspend or limit any purchase
or sale of investments of the Trust Fund if required by applicable laws,
regulations, regulatory bodies or other circumstances beyond the Trustee's
control.
(g) CORPORATE REPORTS - The Trustee shall have no obligation to
provide the Company, or any other party, with any corporate reports,
research material or any other material which it may receive as a
registered holder of any security.
(h) SERVICES - Except as expressly stated herein or as may be agreed
upon in writing between the Company and the Trustee, the Trustee makes no
representations or warranties express or implied regarding the services
which it will provide.
TRUSTEE'S COMPENSATION, EXPENSES AND TAXES
9. All expenses with respect to the operation or administration of the
Plan or Trust Fund, including without limitation such fees or compensation
to the Trustee as may be agreed upon in writing by the Company and the
Trustee from time to time and which initially shall be as per Schedule "A"
attached hereto, the reasonable expenses and compensation of agents and
counsel,, and any expenses incurred by the Company in the administration of
the Plan, shall be paid out of the Trust Fund unless paid directly by the
Company, in which case the Company may be reimbursed therefore from the
Trust Fund unless prohibited by applicable pension laws. The Trustee may
estimate its fees for a calendar year and the amount so estimated shall be
payable in equal periodic installments over that calendar year and the
Trustee is authorized to debit such installments to the Trust Fund unless
paid by the Company. If at the end of the calendar year the Trustee has
been overpaid as a result of debiting the Trust Fund the Trustee shall
refund the excess to the Trust fund. All taxes of whatever kind that may be
levied or assessed under existing or future laws of any jurisdiction upon
or in respect of this trust or the Trust Fund or any money, property or
securities forming a part thereof, shall be paid from the Trust Fund.
REMOVAL AND RESIGNATION
10. The Trustee may be removed as trustee of the Trust Fund by the Board
of Directors of the Company at any time upon 60 days notice in writing to
the Trustee. The Trustee may resign at any time upon 60 days notice in
writing to the Company. The aforementioned notice periods may be waived or
reduced by the mutual agreement of the Company and the Trustee. Upon such
removal or resignation, the Board of Directors of the Company shall appoint
and designate a successor trustee, and the Trustee after settlement of its
accounts shall assign and transfer and pay over to such successor trustee
the applicable assets, less any amounts constituting charges and expenses
owing to the Trustee, whether in connection with the settlement of its
account, or otherwise. Upon the earlier of the issuance of approval by the
successor trustee that assets of the Trust Fund are in order and 60 days
from the date of delivery of the assets of the Trust Fund and all records
pertinent thereto, the Trustee shall be forever released and discharged
from any liability or accountability as respects the propriety of its acts
hereunder except in respect of such acts or transactions with respect to
which the Company has filed with the Trustee a written objection.
MERGER OR AMALGAMATION
11. Any corporation into which the Trustee may merge or with which it may
be amalgamated, or any corporation resulting from any merger or
amalgamation to which the Trustee may be a party, or any corporation to
which all or substantially all the trust business of the Trustee may be
transferred, shall be the successor of the Trustee hereunder, without the
execution or filing of any instrument or the performance of any further
act.
MODIFICATION, AMENDMENTS
12. The Company reserves the right at any time by action of its Board of
Directors and upon 30 days prior written notice to the Trustee to modify or
amend, in whole or in part, any provisions of this Agreement; provided,
however, that no modification or amendment which affects the rights, duties
or responsibilities of the Trustee may be made without the Trustee's
consent. The Company shall notify the Trustee of all amendments to the Plan
filed with applicable pension regulatory authorities immediately upon their
filing with the said authorities.
USE OF TRUST FUND
13. Notwithstanding anything to the contrary contained herein, so long as
the Plan is in force, at no time shall any part of the corpus or income of
the Trust Fund (other than such part as is required to pay taxes and
expenses of administration) be used for or diverted to purposes other than
for the benefit of such persons and their estates as may be designated
pursuant to the provisions of the Plan. In the event of termination of the
trust, all assets then constituting the Trust Fund, less any amounts
constituting charges and expenses payable from the Trust Fund, shall be
applied in accordance with the Instructions of the Company, such direction
shall be deemed to contain a certification that the Instruction is in
conformity with the provisions of the Plan. All contributions made by the
Company to the Trust Fund are made on a conditional basis only and are
subject to repayment in whole or in part to the Company if it is determined
by an actuary that overcontributions have been made, provided that all such
repayments to the Company are made only with the consent of any regulatory
authorities having jurisdiction over the Plan.
Without limiting the generality of the foregoing, the Company shall have
the right to direct that any excess assets remaining after all benefits
have been provided for under the terms of the Plan may be paid to or at the
direction of the Company and that excess assets may be paid from the Trust
Fund, on an ongoing basis, subject to any required prior approval of the
applicable regulatory authority.
PAYMENT TO MINORS AND INCOMPETENTS
14. If any person entitled to receive any payment is at the time of such
payment, a minor or is incompetent to receive such payment or to give a
valid release therefor, the payment may be made to a legally appointed
representative of the person to whom the payment is being made for the
person's benefit without responsibility to follow the application of such
payment. Any such payment shall be a payment for the account of such person
and shall operate as a complete discharge of all liability therefor. Where
there is no legal representative appointed for a person entitled to receive
a benefit under the Plan the Company shall Instruct the Trustee to make
payments in a manner it deems appropriate.
EMPLOYEE'S RIGHTS
15. Nothing in this Agreement shall be construed to give any employee of
the Company or any employee's beneficiary or legal representative any
right, title or interest in or to any assets, profit, earnings or
accretions to the Trust Fund.
GOVERNING LAW
16. This Agreement shall be construed and enforced according to the laws
of the Province of Ontario and all provisions hereof shall be administered
according to the laws of said Province, except that such statutes,
regulations and policies as may be applicable from time to time to the Plan
shall govern matters relating to the administration of the Plan and the
investment of the Trust Fund, and any actions, proceedings, or claims
against the Trustee shall be commenced in the courts of the Province of
Ontario.
SEVERABILITY
17. If any term, condition or provision of this Agreement is determined to
be void or unenforceable, in whole or in part, such determination shall not
affect the validity of any other term, condition or provision or part
thereof.
NOTICES
18. Unless otherwise specified in this Agreement, all notices and
communications with respect to matters contemplated by this Agreement shall
be in writing and delivered by mail, postage pre-paid, telex, telecopier or
other mutually agreed telecommunication methods to the following addresses
(or to such other address as either party may from time to time designate
by notice duly given in accordance with this paragraph). All manner of
notices delivered by mail shall be deemed to have been given and received
when delivered personally or on the fifth business day following the day
when it was so mailed unless delivery by mail is likely to be delayed by
strike or slowdown of postal workers in which case it shall be deemed to
have been given when it would be delivered in the ordinary course of the
mail allowing for such strike or slowdown. All other manner of notices
shall be deemed to be received on the day such notice is received in the
receiving party's telecommunication device unless such day is not a
business day in which case receipt shall be deemed to be on the next
business day.
To Trustee: The Canada Trust Company
Pension Trust Services
161 Bay Street
Toronto, Ontario
M5J 2T2
Telecopier: (416) 361-8669
To Company: Robin Hood Multifoods Inc.
60 Columbia Way
Markham, Ontario
L3R OC9
Attention: A. C. Turner,
Secretary Treasurer
Telecopier: (416) 940-9600
SUCCESSORS AND ASSIGNS
19. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF each of the parties hereto has caused this Agreement to
be executed under its corporate seal and the hands of its proper officers
duly authorized in that behalf on the date first above mentioned.
ROBIN HOOD MULTIFOODS INC.
/s/ J. McMillan
J. McMillan - Vice President
/s/ A. C. Turner
A. C. Turner - Secretary Treasurer
THE CANADA TRUST COMPANY
/s/ Graeme Ozburn
/s/ Kathleen Wells
Approved as to
Form and Content
/s/ John Allison
EXHIBIT 10.14
October 28, 1991
Mr. A. Harry Vis
President
Robin Hood Multifoods
Markham, Ontario
STRICTLY PERSONAL AND CONFIDENTIAL
Dear Harry:
In our agreement dated January 4, 1988 (copy attached), we outlined terms
and conditions under which special lump sum retirement allowance would be
paid to you. In that letter it was also agreed that if the Company
instituted a policy or program to provide payment in excess of the amounts
permitted to be paid from the Robin Hood Retirement Plan under Canadian
pension law and regulation, then the present value of such an excess
pension payment would be deducted from the special lump sum retirement
allowance.
It is our pleasure to inform you that effective November 19, 1988, the
Company instituted a program to maintain the full amount of pension
calculated in accordance with the Robin Hood Retirement Plan without regard
to the maximum benefit rules imposed under Canadian income tax laws and
regulations. Pursuant to that policy, supplemental retirement benefits will
be paid to you in the same form and manner as provided under the Plan.
In recognition of your valuable, loyal and devoted service, the Company
agrees to provide to you a retiring allowance as outlined below.
The retiring allowance will be paid in accordance with the terms of this
letter provided you are willing, consistent with you age and health, to
make yourself available to the Company in a consulting capacity at
reasonable times after termination of your employment, and provided you
agree not to engage in a competing business within Canada for a period of
two years after termination of employment nor, at any time, to divulge or
communicate to anyone confidential information of the Company.
The value of the benefits to be provided under this Agreement and the non-
contributory Executive Pension Plan of Robin Hood Multifoods Inc. (the
"Plan") in the event of:
- - - your retirement after age 60 with ten years of "credited service" (as
defined in the Plan);
- - - your death after retirement;
- - - your death before retirement; or
- - - your total and permanent disability before retirement;
will be calculated in accordance with the Plan rules but without any
restrictions on account of the maximum benefit rules imposed by Revenue
Canada for payments from the Plan and with due consideration of the form
and manner in which your benefits are settled under the Plan. It is
intended that benefits payable under this Agreement will be paid in the
same form and manner as are provided under the Plan.
If your employment with the Company is terminated for cause, regardless of
age and service, no retiring allowance will be paid to you under this
Agreement.
If your entitlement under the Plan is increased by means of a cost-of-
living allowance, the retiring allowance payable under this Agreement will
be increased at the same rate.
Voluntary or involuntary termination of employment arising from a change in
control of the parent company of this Company will require this Company to
pay to you in a lump sum the present value of the benefit that would have
been paid under this Agreement at your retirement.
"Change in Control of Multifoods" shall mean any one of the following:
a) A merger or consolidation to which Multifoods is a party if, following
the effective date of such merger or consolidation, the individuals and
entities who were stockholders of Multifoods prior to the effective date of
such merger or consolidation have beneficial ownership (as defined in Rule
13d-3 under the Securities Exchange Act of 1924 ["Exchange Act"]) of less
than fifty percent (50%) of the combined voting power of the surviving
corporation following the effective date of such merger or consolidation.
provided further, however, that in addition to (and not in limitation of)
the foregoing event which constitutes a "Change in Control of Multifoods,"
a "Change in Control" of the Company shall be deemed to have occurred if:
b) any "person" (as such term is used in Section 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act", directly or indirectly, of securities
of Multifoods representing twenty percent (20%) or more of the combined
voting power of the then-outstanding securities of Multifoods; or
c) any "person" (as that term is used in the Exchange Act and Regulations
promulgated by the Securities and Exchange Commission) is or becomes,
through or pursuant to a "tender offer," as that term is used in the
Exchange Act and Regulations promulgated the Securities and Exchange
Commission thereunder, the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of
Multifoods representing ten percent (10%) or more of the combined voting
power of the then-outstanding securities of Multifoods; or
d) individuals who shall qualify as Continuing Directors shall have
ceased for any reason to constitute at least a majority of the Board of
Directors of Multifoods. For purposes of this subparagraph (d), the term
"Continuing Director" shall mean (i) any member of such Board of Directors
who shall not be affiliated with an Acquiring Person and who shall have
been a member of such Board of Directors immediately prior to the time when
such Acquiring Person shall have become an Acquiring Person and (ii) any
successor to a Continuing Director who shall not be affiliated with such
Acquiring Person and who shall be recommended to succeed a Continuing
Director or to fill a vacancy on the Board of Directors resulting from an
increase in the number of Directors by a majority of the Continuing
Directors who shall then be members of such Board of Directors. For
purposes of this subparagraph (d), the term "acquiring Person" shall mean
any person referred to in subparagraphs (b) or (c) above; or
e) all or substantially all of the assets of Multifoods are acquired or
divested.
Calculation of the amount payable will be made by a qualified actuary who
has had no prior relationship with this Company, its parent company or a
person of a corporation acquiring control the parent company. For purposes
of determining the lump sum, the interest rate assumption to be used will
be as follows:
a) for the first fifteen (15) years, the long-term Government of Canada
bond rate ([CANSIM]) series B14013) most recently published by the Bank of
Canada, and
b) thereafter at six percent (6%) per annum.
The lump sum is payable within thirty (30) days of termination of
employment.
The Company reserves the right to amend or terminate this Agreement
provided that no such amendment or termination shall have the effect of
reducing any benefit accrued to you under the express terms of this
Agreement at the date such amendment or termination is effected.
The benefits conferred by this Agreement are in addition to Company
programs and benefits currently in force in the event of your retirement or
death. They are not in any way to be construed as a substitute for current
compensation and do not confer any rights to continue in employment with
the Company.
Please acknowledge receipt and acceptance of this agreement by signing and
returning to me the attached copy of the Agreement.
Yours truly,
/s/ Paul J. Quinn, Jr.
PJQ/lla
Attachment
Agreed and Accepted by:
/s/ A. H. Vis 1/17/92
Name Date
Exhibit 11
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Schedule of Computation of Earnings Per Common Share
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29, February 28, February 28,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Average shares of common
stock outstanding 18,910,748 19,281,578 19,493,251 19,363,947 19,273,401
Common stock equivalents 104,338 245,973 386,992 534,006 88,122
Total common stock and equivalents
assuming full dilution 19,015,086 19,527,551 19,880,243 19,897,953 19,361,523
Earnings (loss) before cumulative
effect of accounting change $(13,438) $41,210 $ 39,100 $35,161 $25,309
Less dividends on preferred stock 174 180 184 188 188
Earnings (loss) before cumulative effect
of accounting change applicable
to common stock $(13,612) $41,030 $ 38,916 $34,973 $25,121
Cumulative effect of accounting
change, net of taxes $ - $ - $(17,133) $ - $ -
Earnings (loss) per share of common stock:
Primary
Before cumulative effect of
accounting change $ (.72) $ 2.13 $ 2.00 $ 1.81 $ 1.30
Cumulative effect of accounting
change, net of taxes - - (.88) - -
$ (.72) $ 2.13 $ 1.12 $ 1.81 $ 1.30
Fully diluted
Before cumulative effect of
accounting change $ (.72) $ 2.10 $ 1.96 $ 1.76 $ 1.30
Cumulative effect of accounting
change, net of taxes - - (.86) - -
$ (.72) $ 2.10 $ 1.10 $ 1.76 $ 1.30
</TABLE>
Primary earnings per share have been computed by dividing net earnings,
after deduction of preferred stock dividends, by the weighted average
number of shares of common stock outstanding during the year. Common stock
options and other common stock equivalents have not entered into the
primary earnings per share computations since their effect is not
significant.
Fully diluted earnings per share have been computed assuming issuance of
all shares for stock options deemed to be common stock equivalents, using
the treasury stock method.
Exhibit 12
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(dollars in thousands)
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29, February 28, February 28,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Earnings (loss) before income taxes and
cumulative effect of accounting change (1) $(12,717) $64,331 $ 69,477 $66,227 $44,667
Plus: Fixed charges (2) 22,604 24,550 32,228 34,681 39,803
Less: Capitalized interest (746) (1,144) (1,294) (2,132) (1,353)
Earnings available to cover fixed charges $ 9,141 $87,737 $100,411 $98,776 $83,117
Ratio of earnings to fixed charges(3) .40 3.57 3.12 2.85 2.09
</TABLE>
(1) Earnings (loss) before income taxes have been adjusted to reflect income
received (but not undistributed amounts) from less-than-fifty-percent-
owned persons. Earnings (loss) before income taxes have also been
adjusted to exclude losses from less-than-fifty-percent-owned persons.
(2) Fixed charges consist of the following:
<TABLE>
<CAPTION>
Years Ended
February 28, February 28, February 29, February 28, February 28,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Interest expense, gross $13,181 $14,592 $21,573 $24,459 $29,805
Rentals (1/3) 9,423 9,958 10,655 10,222 9,998
Total $22,604 $24,550 $32,228 $34,681 $39,803
</TABLE>
(3) For the year ended February 28, 1994, earnings are inadequate to cover
fixed charges. The resulting deficiency is $13,463 for fiscal 1994.
The deficiency is the result of unusual items which are described in
Note 4 to the consolidated financial statements. Exclusive of these
unusual items, the ratio of earnings to fixed charges would have been
3.50 for the year ended February 28, 1994.
EXHIBIT 13
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Overview
Fiscal 1994 net earnings were $35.5 million, or $1.86 per share,
excluding unusual items, compared to net earnings of $41.2 million,
or $2.13 per share, in fiscal 1993. The Company incurred a net loss
of $13.4 million, or $.72 per share, in fiscal 1994 after unusual
items.
The unusual items, which totaled $48.9 million after tax, or
$2.58 per share, reflect the Company's decision to focus on value-
building strategies for its Bakery Products and Specialty Foodservice
Distribution businesses. Included in unusual items were the
disposition of certain underperforming assets and an investment in an
unconsolidated affiliate, the write-downs to expected realizable
value of the Meats business net assets and a separate investment in
an unconsolidated affiliate, and the reorganization of remaining
operations. Reorganization activities included the consolidation and
closing of certain U.S. and Canadian facilities, plant
rationalization, and organizational changes. The reorganization
activities are expected to be substantially completed in fiscal 1995
and are expected to provide annualized pre-tax benefits up to $10
million during the next two fiscal years.
The Company has signed definitive agreements to sell the Frozen
Specialty Foods and Meats businesses, which are expected to close in
the first half of fiscal 1995. The Frozen Specialty Foods
transaction will result in a gain.
Segment Results
Net sales and segment results are summarized in Note 18 on page 35.
Fiscal 1994 compared with fiscal 1993. Consolidated net sales were
even with a year ago, while total segment earnings before unusual
items declined 10% to $68.8 million compared to $76.6 million a year
ago. In fiscal 1994, the segments lost $1.2 million--including $70
million of unusual items.
NET SALES
(Graphic material ommitted)
(in billions) 1992 1993 1994
U.S. Foodservice $1.61 $1.67 $1.67
Canadian Foods .26 .29 .29
Venezuelan Foods .24 .26 .26
Total net sales $2.11* $2.22 $2.22
*Excludes North American agribusinesses divested in fiscal 1992.
SEGMENT EARNINGS**
(Graphic material ommitted)
(in millions) 1992 1993 1994
U.S. Foodservice $32.9 $33.9 $31.0
Canadian Foods 22.6 18.2 16.4
Venezuelan Foods 22.7 24.5 21.4
Total Segement Earnings
Before Unusuals $78.2*** $76.6 $68.8
**Before unusual charges of $70 million in fiscal 1994 and $33.9
million in fiscal 1992.
***Excludes North American agribusinesses divested in fiscal 1992.
U.S. Foodservice sales were $1.67 billion, up slightly compared
with a year ago. Higher volumes were achieved in U.S. bakery, surimi
and export products, as well as pizza and Mexican restaurant
distribution. However, sales were impacted by the divestiture during
the year of a regional bakery distribution business and the volume
loss of a major vending distribution customer. This volume loss
contributed to an overall decline in sales and unit volume in vending
distribution.
U.S. Foodservice segment earnings before unusual items declined
9% to $31 million compared to $33.9 million in fiscal 1993. The
earnings decline resulted from a significant decrease in earnings of
Specialty Foodservice Distribution, which experienced lower vending
distribution sales, and lower margins resulting from pricing
pressures in a very competitive marketplace. Prepared Foods earnings
were markedly improved as the surimi seafood business benefited from
more favorable raw material costs and higher volumes. U.S. bakery
margins were lowered by rising wheat costs that affected the cost of
flour, a primary ingredient. The higher costs could not be fully
recovered in the marketplace. Unusual items totaling $48.2 million
in U.S. Foodservice segment results included losses associated with
the write-down of the Meats business net assets and the disposition
of a regional bakery distribution business, the closing of certain
U.S. bakery facilities, and organizational changes--primarily in
Specialty Foodservice Distribution. As a result of the unusual
items, the segment lost $17.2 million in fiscal 1994.
Canadian Foods sales decreased 3% to $286.9 million as a result
of a 6% decline in the average exchange rate. Overall, unit volumes
improved with a 3% increase in bakery products and a 1% increase in
consumer products. Segment earnings before unusual items declined
10% to $16.4 million compared to $18.2 million a year ago. The
earnings were also impacted by the unfavorable exchange rate.
Additionally, lower gross margins resulted from wheat cost increases
and competitive pricing pressures in grain-based products. Unusual
items totaling $21.8 million in Canadian Foods segment results
related to the closing and downsizing of certain facilities, and
organizational changes--including the streamlining of the Canadian
administrative functions. As a result of the unusual items, the
segment lost $5.4 million in fiscal 1994.
Venezuelan Foods sales improved 3% primarily on volume increases
in the branded consumer and agricultural product lines. All major
consumer products experienced volume improvements, led by rice
products. Segment earnings declined 13% to $21.4 million, compared
to $24.5 million a year ago. Venezuelan Foods performance was
affected by rising inflation, which resulted in the fourth-quarter
change to the U.S. dollar as the functional currency for translation
purposes to reflect the economics of operating in this environment.
Accordingly, commencing with the fourth quarter, the effect of
exchange rate fluctuations on the translation is included in the
determination of net earnings. Earnings were also affected by higher
wheat costs, which resulted in lower consumer flour and bakery flour
margins. Wheat is an imported raw material in Venezuela.
Additionally, competitive pricing pressures in animal feed products
contributed to the decline.
The economic environment in Venezuela will continue to be
challenging and the Company expects that Venezuelan segment earnings,
in U.S. dollar terms, could decline 40% or more in fiscal 1995.
However, the Venezuelan operation, which has strong volumes and
leading market shares, is pursuing operating strategies to respond to
this economic environment.
Fiscal 1993 compared with fiscal 1992. Sales from continuing
businesses improved 6% while consolidated net sales declined 3% as a
result of the fiscal 1992 divestiture of the North American
agribusinesses. Consolidated segment earnings declined to $76.6
million from $91.1 million in fiscal 1992. Fiscal 1992 results
included earnings of the North American agribusinesses.
U.S. Foodservice sales grew 4% as a result of volume increases
and the full year's effect of acquisitions that occurred in fiscal
1992. U.S. Foodservice earnings before unusual items increased 3% to
$33.9 million, primarily from a reduction in general and
administrative expenses, including lower amortization of intangibles
and post-retirement health care expenses. Margins in Specialty
Foodservice Distribution declined as a result of a product mix shift
toward lower-margin salty snacks, competitive pricing pressures and
reduced demand in certain regions suffering from workforce
reductions. The recessionary environment compressed gross margins in
the Prepared Foods product lines with the exception of surimi
seafood. U.S. Foodservice segment earnings reflected unusual items
of $32.7 million in fiscal 1992 related to a write-down of certain
Specialty Foodservice Distribution intangible assets and the
integration of the foodservice businesses.
Canadian Foods sales increased 13% principally as a result of
the fiscal 1993 acquisition of Gourmet Baker and strong bakery mix
volume, partially offset by a 7% decline in the average exchange
rate. Segment earnings before unusual items declined 19% to $18.2
million as the effects of the recession in Canada coupled with the
decline in the exchange rate more than offset the earnings benefit
from the acquisition. Canadian Foods segment earnings reflected
unusual charges of $1.2 million in fiscal 1992.
Venezuelan Foods sales improved 9%, led by volume increases in
the major consumer products. Segment earnings improved 8% to $24.5
million on the strength of the volume increases and higher corn flour
gross margins.
Non-operating Expense and Income
In fiscal 1994, net interest expense declined from $11.9 million to
$10.7 million, principally as a result of lower interest rates in the
United States and Canada and higher non-operating interest income in
Venezuela. In fiscal 1993, net interest expense decreased from $18.8
million to $11.9 million primarily due to lower average borrowing
levels in the United States as a result of the fiscal 1992 fourth
quarter divestiture of the North American agribusinesses and lower
interest rates.
In fiscal 1994, losses from unconsolidated affiliates were $12.2
million compared to earnings of $1.8 million in the prior year. The
fiscal 1994 loss included $12.5 million associated with the write-
down of the Company's investment in a Mexican animal feed affiliate
to its expected realizable value and the loss on the disposition of
the Company's investment in a Mexican bakery mix affiliate. In
fiscal 1993, earnings from unconsolidated affiliates included a $1.3
million gain from the sale of poultry business assets by the animal
feed affiliate. Fiscal 1992 losses from unconsolidated affiliates
reflected a $1.9 million write-down of the investment in the bakery
mix affiliate.
Income Taxes
The overall effective tax rate was 46.0% in fiscal 1994, compared to
37.6% in fiscal 1993, primarily as a result of the tax effect of
unusual items. The effective tax rate on earnings before unusual
items was 38.4% in fiscal 1994. The effective tax rate improved from
42.0% in fiscal 1992 to 37.6% in fiscal 1993, principally as a result
of lower Venezuelan statutory tax rates, a restructuring of the
Company's Venezuelan legal entities and the impact of results from
unconsolidated affiliates.
The Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," as of March 1, 1993 and has
elected to apply its provisions prospectively as of that date. The
cumulative effect of the accounting change was insignificant.
Financial Condition
The Company's balance sheet and overall financial condition have been
affected by the strategic actions taken during fiscal 1994. Common
shareholders' equity decreased to $250 million while the debt-to-
total-capitalization ratio increased from 37% to 50%.
Debt to Total Capitalization
(Graphic material ommitted)
(in millions) 1992 1993 1994
Total Debt $156 $194 $258
Total Capitalization $474 $519 $511
Ratio 33% 37% 50%
This ratio will decline immediately following the divestitures of the
Frozen Specialty Foods and Meats businesses. The proceeds of
approximately $155 million, however, are anticipated to be reinvested
for a variety of corporate purposes, including acquisitions and
common stock repurchases. In fiscal 1994, a 2.5 million share
repurchase program was initiated. As of February 28, 1994, 1.1
million of those shares had been repurchased.
Short-term financing is provided by the use of commercial paper
and short-term bank borrowings. Approximately $293 million in U.S.
and Canadian revolving credit agreements and lines of credit are
maintained to ensure availability of funds. In fiscal 1993, the
Company established a medium-term note program under its shelf
registration statement filed with the Securities and Exchange
Commission, which provides for the issuance of up to $100 million
medium-term notes in various amounts. As of February 28, 1994, $70
million remained available under the medium-term note program.
Cash flow from earnings, depreciation and amortization,
exclusive of the effect of unusual items, was $65.4 million in fiscal
1994.
Cash Flows from Earnings, Depreciation and Amortization
(Graphic material ommitted)
(in millions) 1992 1993 1994
Net Earnings, Before
Unusual Items and
Accounting Change $39.1 $41.2 $35.5
Depreciation and
Amortization 32.4 28.8 29.9
$71.5 $70.0 $65.4
In fiscal 1994, operating working capital increased $50 million,
exclusive of the impact of acquisitions, dispositions and foreign
exchange. This increase was principally the result of higher
accounts receivable and inventory balances associated with higher
inflation in Venezuela and an increase in U.S. Foodservice
inventories. The balance sheet impact from acquisitions is
summarized in Note 2 on page 27.
Capital expenditures and acquisitions of businesses are the
Company's principal investing activities. Capital expenditures
totaled $51.9 million in fiscal 1994.
Capital Expenditures
(Graphic material ommitted)
(in millions) 1992 1993 1994
U.S. Foodserice $29.5 $21.1 $29.7
Canadian Foods 11.9 18.9 13.4
Venezuelan Foods 5.4 5.7 8.8
Total Capital Expenditures $46.8* $45.7 $51.9
*Excludes North American agribusinesses divested in fiscal 1992.
Of this amount, $30 million was attributable to projects focused on
increasing earnings through volume improvements, new business or cost
savings. The remaining capital expenditures related to projects that
were required to maintain existing facilities and equipment. Major
projects included a Specialty Foodservice Distribution business
information systems project, which has the primary objective of
streamlining and improving business processes to better serve
customers' needs. Total capital expenditures in fiscal 1995 are
expected to decline to approximately $40 million.
During fiscal 1994, the Company completed two acquisitions
totaling $18 million: JAMCO, a northeastern U.S. supplier of bakery
mixes and frozen batters, and Bevmatic, a Minnesota-based vending
distributor. The Company intends to continue to build its Bakery
Products and Specialty Foodservice Distribution businesses by
pursuing tactical and strategic business acquisitions which enhance
its market leadership positions in its customer segments.
Additionally, the Company will continue to evaluate its portfolio of
existing businesses for opportunities to reduce costs and improve
financial performance.
Operations outside the United States are subject to risks
inherent in operating under different legal systems and various
political and economic environments. In Venezuela, among these risks
are inflation and currency volatility which, as described above, are
currently affecting results. Also among the risks are changes in
existing tax laws, possible limitations on foreign investment and
dividend repatriation, government price or foreign exchange controls
and restrictions on exchangeability of currency. At the present
time, existing limitations, controls and restrictions do not
significantly affect the Company.
Independent Auditors' Report
The Board of Directors and Shareholders
International Multifoods Corporation:
We have audited the accompanying consolidated balance sheets of
International Multifoods Corporation and subsidiaries as of February
28, 1994 and 1993, and the related consolidated statements of
operations and cash flows for each of the years in the three-year
period ended February 28, 1994. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of International Multifoods Corporation and subsidiaries as
of February 28, 1994 and 1993, and the results of their operations
and their cash flows for each of the years in the three-year period
ended February 28, 1994 in conformity with generally accepted
accounting principles.
As discussed in Note 17 to the consolidated financial statements,
the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits Other than
Pensions" in fiscal 1992.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
April 13, 1994
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Operations
Fiscal year ended the last day of February
(dollars and shares in thousands,
except per share data) 1994 1993 1992
Net sales $2,224,710 $2,223,930 $2,281,435
Cost of sales (1,952,086) (1,949,842) (1,972,467)
Selling, general and
administrative (203,797) (197,515) (221,297)
Unusual items (70,007) - 3,438
Interest, net (10,685) (11,848) (18,797)
Corporate (852) (394) (2,760)
Earnings (losses) from
unconsolidated affiliates (12,187) 1,759 (2,144)
Earnings (loss) before income
taxes and cumulative effect
of accounting change (24,904) 66,090 67,408
Income taxes 11,466 (24,880) (28,308)
Earnings (loss) before
cumulative effect of
accounting change (13,438) 41,210 39,100
Cumulative effect of accounting
change, net of taxes - - (17,133)
Net earnings (loss) $ (13,438) $ 41,210 $ 21,967
Earnings (loss) per share of
common stock:
Before cumulative effect of
accounting change $ (.72) $ 2.13 $ 2.00
Cumulative effect of
accounting change - - (.88)
Net earnings (loss) per share
of common stock $ (.72) $ 2.13 $ 1.12
Average shares of common
stock outstanding 18,911 19,282 19,493
See accompanying notes to consolidated financial statements.
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Balance Sheets
February 28, 1994 and 1993
(dollars and shares in thousands) 1994 1993
Assets
Current assets:
Cash and equivalents $ 10,507 $ 11,044
Trade accounts receivable, net of allowance 146,455 142,461
Inventories 219,630 212,115
Deferred income taxes 27,266 14,481
Other current assets 35,432 35,770
Total current assets 439,290 415,871
Property, plant and equipment, net 245,891 245,719
Goodwill 72,672 86,193
Other assets 56,922 55,695
Total assets $814,775 $803,478
Liabilities and Shareholders' Equity
Current liabilities:
Notes payable $ 58,651 $ 23,869
Current portion of long-term debt 3,953 2,692
Accounts payable 150,221 153,356
Other current liabilities 88,909 63,557
Total current liabilities 301,734 243,474
Long-term debt, net of current portion 195,125 166,984
Deferred income taxes 22,462 19,279
Employee benefits and other liabilities 41,815 47,860
Total liabilities 561,136 477,597
Redeemable preferred stock, redemption value
$3,817 and $4,115 3,635 3,919
Shareholders' equity:
Preferred capital stock - -
Common stock, authorized 50,000 shares;
issued 21,844 shares 2,184 2,184
Capital in excess of par value 89,158 88,880
Retained earnings 349,298 378,030
Equity adjustment from foreign
currency translation (107,364) (87,066)
Equity adjustment from minimum
pension liability (2,301) (3,673)
Treasury stock, 3,507 and 2,501 shares,at cost (78,364) (55,150)
Unearned restricted stock (2,607) (1,243)
Total shareholders' equity 250,004 321,962
Commitments and contingencies
Total liabilities and shareholders' equity $814,775 $803,478
See accompanying notes to consolidated financial statements.
INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES
Consolidated Statements of Cash Flows
Fiscal year ended the last day of February
(dollars in thousands) 1994 1993 1992
Cash flows from operations:
Net earnings (loss) $(13,438) $ 41,210 $ 21,967
Adjustments to reconcile net earnings (loss)
to cash provided by (used for)
operations:
Depreciation and amortization 29,892 28,797 32,378
Cumulative effect of accounting change - - 17,133
Provision for unusual charges 70,007 - 33,874
Equity in losses (earnings) of
unconsolidated affiliates 12,187 (1,759) 2,144
Gain on major business dispositions - - (37,312)
Deferred income tax expense (benefit) (12,504) 12,350 (9,785)
Provision for losses on receivables 3,783 2,953 3,014
Changes in operating assets and
liabilities, net of business
acquisitions and dispositions* (49,573) (29,886) (93,770)
Other, net (4,137) (1,529) (995)
Cash provided by (used for)
operations 36,217 52,136 (31,352)
Cash flows from investing activities:
Acquisitions of businesses,
net of cash acquired (18,476) (29,016) (41,157)
Capital expenditures (51,904) (45,683) (51,179)
Proceeds from business dispositions 4,862 - 145,716
Proceeds from other property disposals 1,482 966 6,323
Other, net - (472) (1,267)
Cash provided by (used for)
investing activities (64,036) (74,205) 58,436
Cash flows from financing activities:
Net increase (decrease) in notes payable 40,095 (15,374) 12,647
Additions to long-term debt 40,000 81,222 25,175
Reductions in long-term debt (8,735) (19,503) (41,781)
Dividends paid (15,423) (15,562) (15,589)
Proceeds from issuance of common stock 1,579 1,501 4,450
Purchase of treasury stock (27,490) (1,810) (12,766)
Other, net (209) (18) (105)
Cash provided by (used for)
financing activities 29,817 30,456 (27,969)
Effect of exchange rate changes
on cash and equivalents (2,535) (1,541) (932)
Net increase (decrease) in cash
and equivalents (537) 6,846 (1,817)
Cash and equivalents at beginning of year 11,044 4,198 6,015
Cash and equivalents at end of year $ 10,507 $11,044 $ 4,198
*Cash flows from changes in operating
assets and liabilities, net of
business acquisitions and dispositions:
Accounts receivable $(18,410) $(19,119) $(14,056)
Inventories (23,032) 17,482 (41,069)
Other current assets (1,889) (15,590) (21)
Accounts payable 1,989 27,936 (34,309)
Other current liabilities (8,231) (40,595) (4,315)
Net change $(49,573) $(29,886) $(93,770)
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Basis of statement presentation. The accompanying consolidated
financial statements include the accounts of International Multifoods
Corporation and all of its subsidiaries. Intercompany accounts and
transactions have been eliminated in consolidation. The Company's
fiscal year ends the last day of February. Certain reclassifications
have been made in the accompanying consolidated financial statements
in order to conform with fiscal 1994 presentation.
Cost of sales. Included in cost of sales were delivery and
distribution expenses of $141.8 million in fiscal 1994, $141.7
million in fiscal 1993 and $138.0 million in fiscal 1992.
To more closely match costs with related revenues, the Company
classifies the inflation element inherent in interest rates on
Venezuelan local currency borrowings, and the foreign exchange gains
and losses, which occur on certain Venezuelan borrowings, as a
component of cost of sales. Accordingly, $2.8 million in fiscal
1994, $3.6 million in fiscal 1993 and $7.2 million in fiscal 1992
were charged to cost of sales.
Foreign currency translation and transactions. For the Company's
Canadian operations, the functional currency is the local currency.
Assets and liabilities are translated at current exchange rates and
results of operations are translated using a weighted average
exchange rate during the fiscal year. The gains or losses resulting
from such translation are included in a separate component of
shareholders' equity.
Effective December 1, 1993, the functional currency for the
Company's Venezuelan operations changed from the local currency to
the U.S. dollar. In U.S. dollar functional currency operations,
certain assets and related earnings statement items are translated at
historical exchange rates while all other assets and liabilities are
translated at current exchange rates. Translation gains or losses
are included in the determination of net earnings.
Net foreign exchange losses of $2.3 million in fiscal 1994 and
$1.1 million in fiscal 1993 and net gains of $0.8 million in fiscal
1992 are included in earnings.
Research and development expense. Research and development expense
was $2.1 million in fiscal 1994, $1.5 million in fiscal 1993 and $2.0
million in fiscal 1992. Costs are charged to expense when incurred.
Income taxes. The Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109), as of
March 1, 1993 and has elected to apply its provisions prospectively
as of that date. Under SFAS 109, deferred tax assets and liabilities
are recognized for the expected future tax consequences of temporary
differences between the financial statement carrying amount and tax
basis of assets and liabilities. The cumulative effect as of March
1, 1993 of the accounting change was insignificant.
Earnings per share. Earnings per share of common stock has been
determined by dividing net earnings, after deduction of preferred
stock dividends, by the average number of shares of common stock
outstanding during the year. Common stock options and other common
stock equivalents are not included in earnings per share computations
since their effect is not significant.
Cash and equivalents. The Company considers all highly liquid short-
term investments purchased with a maturity of three months or less to
be cash equivalents.
Inventories. Inventories, excluding grain in Canada, are valued
principally at the lower of cost (first-in, first-out) or market
(replacement or net realizable value).
In Canada, inventories of grain are valued on the basis of
replacement market prices prevailing at fiscal year-end. The Company
generally minimizes risks associated with market price fluctuations
by hedging those inventories with futures contracts. Therefore,
included in inventories is the amount of gain or loss on open grain
contracts, including futures contracts, which generally has the
effect of adjusting those inventories to cost.
Property, plant and equipment. Property, plant and equipment is
stated at cost and depreciation is computed using the straight-line
method for determining financial statement income. When permitted,
accelerated depreciation methods are used to calculate depreciation
for income tax purposes.
Goodwill and other intangibles. Goodwill represents the excess of
cost of businesses acquired over the fair market value of net
tangible and identifiable intangible assets. Goodwill and other
intangibles are amortized on a straight-line basis over not more than
a 40-year period. Other intangibles are included in other assets on
the consolidated balance sheets. Accumulated amortization of
goodwill and other intangibles at February 28, 1994 and 1993 was
$29.0 million and $31.6 million, respectively.
Note 2: Businesses Acquired
The Company acquired several businesses with cash and notes during
the three years ended February 28, 1994. All acquisitions have been
accounted for as purchases and, accordingly, their results of
operations have been included since dates of acquisition. The most
significant acquisitions were as follows:
Fiscal
Year Business Segment Name Date Acquired
1994 U.S. Foodservice JAMCO June 1993
U.S. Foodservice Bevmatic August 1993
1993 Canadian Foods Gourmet Baker April 1992
1992 U.S. Foodservice La Mirada bakery
mix manufacturer July 1991
U.S. Foodservice Jordan Distributors August 1991
U.S. Foodservice Garden Products December 1991
Canadian Foods Campbell Soup condiments
business (Canada) June 1991
Components of cash used for acquisitions as reflected in the
consolidated statements of cash flows were as follows:
(in thousands) 1994 1993 1992
Fair value of current assets,
net of cash acquired $ 4,738 $ 8,062 $18,450
Fair value of noncurrent assets,
excluding goodwill 12,276 11,557 20,839
Goodwill 5,778 12,493 10,366
Liabilities assumed, principally current (1,816) (3,096) (6,833)
Purchase contract liabilities (2,500) - (1,665)
Cash paid at closing,
net of cash acquired $18,476 $29,016 $41,157
The effect on the Company's results of operations assuming the
acquisitions had occurred at the beginning of fiscal 1993 is
insignificant.
Note 3: Interest, Net
Interest, net consisted of the following:
(in thousands) 1994 1993 1992
Interest expense $13,181 $14,592 $21,573
Less: Capitalized interest (746) (1,144) (1,294)
Non-operating interest income (1,750) (1,600) (1,482)
Interest, net $10,685 $11,848 $18,797
Cash payments for interest, net of amounts capitalized, totaled $12.0
million in fiscal 1994, $17.1 million in fiscal 1993 and $21.0
million in fiscal 1992.
Total interest income was $2.3 million in fiscal 1994, $2.0
million in fiscal 1993 and $2.8 million in fiscal 1992.
Note 4: Unusual Items
In fiscal 1994, the Company recognized unusual charges of $70.0
million and a $12.5 million charge related to its investments in
Mexican unconsolidated affiliates. The total after-tax loss for
these items was $48.9 million, or $2.58 per share. Unusual items
included the disposition of certain underperforming assets and the
reorganization of remaining operations. The reorganization entails
the consolidation and closing of certain U.S. and Canadian
facilities, plant rationalization and organizational changes. Non-
cash pre-tax charges consist of $19.1 million for asset write-downs
and the loss on the sale of a regional bakery distribution business
and a $22.5 million charge associated with the write-down of the
Company's Meats business net assets to expected realizable value (see
Note 20). Remaining pre-tax charges of $28.4 million include the
cost of severance and related employee benefits and write-down of
lease commitments.
In fiscal 1992, the Company divested its North American
agribusinesses for a gain of $37.3 million. The Company also
recorded charges of $33.9 million including $17.8 million for the
estimated cost of integration of U.S. Foodservice operations, $1.2
million of consolidation costs in Canadian Foods and a $14.9 million
write-down of certain intangible assets in the U.S. Foodservice
operations.
Note 5: Income Taxes
Income tax expense was as follows:
U.S. Operations Non-U.S.
(in thousands) Federal Other Operations Total
1994:
Current expense (benefit) $ (2,571) $ 666 $ 2,943 $ 1,038
Deferred benefit (9,028) (2,021) (1,455) (12,504)
Total tax expense (benefit) $(11,599) $(1,355) $ 1,488 $(11,466)
1993:
Current expense $ 3,251 $ 1,739 $ 7,540 $ 12,530
Deferred expense 8,214 909 3,227 12,350
Total tax expense $ 11,465 $ 2,648 $10,767 $ 24,880
1992:
Current expense $ 23,373 $ 5,473 $ 9,247 $ 38,093
Deferred expense (benefit) (14,595) (1,547) 6,357 (9,785)
Total tax expense $ 8,778 $ 3,926 $15,604 $ 28,308
Temporary differences which give rise to deferred tax assets and
liabilities as of February 28, 1994 were as follows:
Deferred Deferred
tax tax
(in thousands) assets liabilities
Depreciation and amortization $15,441 $39,062
Accrued expenses 23,563 7,432
Inventory valuation methods 6,826 -
Reorganization and divestiture reserves 20,041 -
Provision for losses on receivables 3,214 5
Foreign net operating loss carryforwards 4,792 -
Foreign earnings repatriation - 3,042
Alternative minimum tax 946 -
Other 3,877 2,471
Subtotal 78,700 52,012
Valuation allowance (24,904) -
Total deferred taxes $53,796 $52,012
At February 28, 1994, the Company's Venezuelan operations had net
operating loss carryforwards of approximately $16.0 million which
will expire in fiscal 1997. The financial statement benefit of the
net operating loss carryforwards has been offset in the valuation
allowance due to the limited carryforward period. In fiscal 1994,
the valuation allowance increased $7.2 million, primarily as a result
of the aforementioned net operating loss carryforwards. The
remainder of the valuation allowance also relates to the Company's
Venezuelan operations.
During fiscal 1993 and 1992, deferred income taxes were provided
for timing differences in the recognition of revenue and expense for
tax and financial statement purposes. Principally, these items
consisted of the following:
(in thousands) 1993 1992
Depreciation and amortization $ 3,111 $(6,828)
Accrued expenses 4,357 (3,181)
Inventory valuation methods 954 4,102
Provisions for the closing of facilities 5,623 (5,891)
Provision for losses on receivables (98) 170
Deferred income 70 2,489
Alternative minimum tax (1,411) -
Other (256) (646)
Total deferred tax expense (benefit) $12,350 $(9,785)
The effective tax rate varied from the U.S. federal statutory tax
rate as follows:
1994 1993 1992
U.S. federal statutory tax rate (35.0)% 34.0% 34.0%
Differences:
Effect of taxes on non-U.S. earnings .1 (3.5) (5.2)
State and local income taxes (3.5) 3.1 3.1
Effect of intangibles 1.7 3.0 8.5
Basis difference for business
disposals (12.2) - -
Other 2.9 1.0 1.6
Effective tax rate (46.0)% 37.6% 42.0%
Provision was made for U.S. and non-U.S. income taxes applicable to
anticipated remittances of earnings from affiliates. At February 28,
1994, no provision was made on approximately $69 million of
unremitted earnings of non-U.S. affiliates which have been, or are
intended to be, permanently reinvested. Such earnings would become
taxable upon the sale or liquidation of the non-U.S. affiliates or
upon the remittance of dividends. It is not practicable to estimate
the amount of the deferred tax liability on such earnings. Earnings
before income taxes resulting from non-U.S. affiliates were $3.5
million in fiscal 1994, $39.3 million in fiscal 1993 and $55.0
million in fiscal 1992.
The Internal Revenue Service (IRS) has completed an examination
of the U.S. federal income tax returns filed by the Company for the
fiscal years ended February 28, 1987 through February 28, 1991. As a
result of the examination, the IRS has issued to the Company
statutory notices of deficiency covering the fiscal years ended
February 28, 1987 and February 29, 1988 and a preliminary report
covering the fiscal years ended February 28, 1989 through February
28, 1991, which are primarily related to the proposed disallowance of
certain deductions claimed by the Company in connection with
acquisitions. The Company disagrees with the position of the IRS and
is vigorously pursuing its judicial remedies with respect to fiscal
years 1987 and 1988 and its administrative remedies with respect to
fiscal years 1989 through 1991. Management believes the final
outcome of this matter will not have a material adverse effect on the
financial position or results of operations of the Company.
Net income taxes (refunded) paid totaled $(1.0) million in fiscal
1994, $31.8 million in fiscal 1993 and $30.2 million in fiscal 1992.
Note 6: Supplemental Balance Sheet Information
(in thousands) 1994 1993
Accounts receivable, net:
Trade $151,642 $147,894
Allowance for doubtful accounts (5,187) (5,433)
Total accounts receivable, net $146,455 $142,461
Inventories:
Raw materials, excluding grain $ 27,614 $29,338
Grain 41,785 42,385
Finished and in-process goods 141,241 130,019
Packages and supplies 8,990 10,373
Total inventories $219,630 $212,115
Property, plant and equipment, net:
Land $ 10,733 $ 10,814
Buildings and improvements 107,741 106,641
Machinery and equipment 213,838 216,384
Transportation equipment 4,678 5,775
Improvements in progress 38,740 22,314
375,730 361,928
Accumulated depreciation (129,839) (116,209)
Total property, plant and equipment, net $245,891 $245,719
Accounts payable:
Trade $111,061 $126,060
Other 39,160 27,296
Total accounts payable $150,221 $153,356
Other current liabilities:
Wages and benefits $ 16,520 $ 17,864
Income taxes 12,328 15,078
Reorganization reserves 24,583 -
Other accrued expenses 35,478 30,615
Total other current liabilities $ 88,909 $ 63,557
Note 7: Accounts Receivable
As of February 28, 1994 and 1993, the Company had sold approximately
$11.8 million and $12.8 million of accounts receivable, respectively.
Collections received on these accounts may be replaced by new
receivables in order to maintain the aggregate outstanding balance.
The credit risk of uncollectible accounts has been substantially
transferred to the purchaser. Fees associated with these
transactions are included in interest, net in the consolidated
statements of operations.
Note 8: Notes Payable
Notes payable consisted of the following:
(in thousands) 1994 1993
Commercial paper $26,154 $ 9,841
Notes payable, principally to banks 32,497 14,028
Total notes payable $58,651 $23,869
Note 9: Long-term Debt
Long-term debt, net of current portion of $4.0 million in fiscal 1994
and $2.7 million in fiscal 1993, was as follows:
(in thousands) 1994 1993
Commercial paper $ 54,005 $ 74,907
Notes payable to banks 100,000 64,500
Medium-term notes 30,000 15,000
Industrial revenue bond financing 8,434 8,667
Other, due in varying amounts through
fiscal 1999 2,686 3,910
Total long-term debt $195,125 $166,984
The Company has a $150 million U.S. revolving credit agreement which
expires March 5, 1996, $80 million in U.S. short-term lines of credit
which expire in fiscal 1995 and a $63 million Canadian revolving
credit agreement which expires March 15, 1997. The interest rate on
borrowings under these agreements is variable and based on current
market factors. There are no restrictions on the use of these
facilities for general corporate purposes and support for commercial
paper issued by the Company. The credit agreements and lines of
credit contain certain restrictive covenants that include maintenance
of tangible net worth and an indebtedness ratio. None of the
restrictive covenants are expected to affect the payment of dividends
based on the Company's present dividend guideline. At February 28,
1994, the Company had available $93 million under the lines of credit
and credit agreements. Related commitment and facility fees were
$0.5 million during each of fiscal 1994 and fiscal 1993.
The notes payable and commercial paper amounts have been
classified as long-term debt as a result of the Company's intent to
refinance this debt on a long-term basis and the availability of such
financing under the terms of the revolving credit agreements.
Minimum principal and sinking fund payments totaling $195.1
million are as follows: $10.8 million in fiscal 1996, $107.7 million
in fiscal 1997, $59.1 million in fiscal 1998, $10.0 million in fiscal
1999 and $7.5 million in fiscal 2000 and beyond.
The weighted average interest rate on commercial paper and notes
payable outstanding at February 28, 1994 was 3.9%. The outstanding
balance includes U.S. dollar, Canadian dollar and Venezuelan bolivar
obligations.
In fiscal 1993, the Company established a medium-term note
program under its shelf registration statement filed with the
Securities and Exchange Commission for $100 million of debt
securities of the Company. Under the program, the Company may issue
the entire amount in medium-term notes. Amounts outstanding under
this program at February 28, 1994 mature in fiscal 1996 to fiscal
1999 and had a weighted average interest rate of 5.4%.
The industrial revenue bond financings mature on various dates
through fiscal 2016 and had interest rates which averaged 5.7% in
fiscal 1994 and 5.9% in fiscal 1993.
At February 28, 1994, the Company had available uncommitted lines
of credit from banks in Venezuela of approximately $80 million. No
compensating balances were required for any of these credit lines.
Note 10: Redeemable Preferred Stock
The Company has authorized 200,000 shares of Cumulative Redeemable
Sinking Fund First Preferred Capital Stock, par value $100 per share,
which is redeemable at the option of the Company at $105 per share
plus accrued dividends. There is a semiannual sinking fund
requirement equal to $1.00 for each share then outstanding which may
be satisfied by repurchases not in excess of the redemption price or
by call for redemption. The holders of outstanding shares are
entitled to elect one-third of the Company's directors in the event
of default in the payment of eight quarterly dividends or in
providing four semiannual sinking fund installments.
The Company purchased 2,841 shares in fiscal 1994, 300 shares in
fiscal 1993 and 1,378 shares in fiscal 1992 for sinking fund
requirements. The amounts issued and outstanding were:
(dollars in thousands) 1994 1993
Par value:
4% Series A $1,123 $1,314
4 1/4% Series C 390 390
4 1/2% Series D 767 775
5 1/4% Series E 1,355 1,440
Total $3,635 $3,919
Number of shares 36,352 39,193
Note 11: Preferred Capital Stock
The Company has authorized 10,000,000 shares of Preferred Capital
Stock, par value $1.00 per share, which may be designated and issued
as convertible into common shares. The Company has created a series
of such Preferred Capital Stock, designated as Series 1990 Junior
Participating Capital Preferred Stock consisting of 500,000 shares,
par value $1.00 per share.
No Preferred Capital Stock was outstanding during the three years
ended February 28, 1994.
Note 12: Leases
The Company leases certain plant, office space and equipment for
varying periods. Management expects that in the normal course of
business, leases will be renewed or replaced by other leases.
The following is a schedule of future minimum lease payments for
operating leases that had initial or remaining noncancelable lease
terms in excess of one year as of February 28, 1994:
Operating
(in thousands) leases
1995 $17,209
1996 15,149
1997 12,914
1998 9,043
1999 7,117
2000 and beyond 20,540
Total minimum lease payments * $81,972
*Minimum payments do not include contingent rentals or vehicle leases
based on mileage.
Total net rent expense for operating leases, including those with
terms of less than one year, consisted of the following:
(in thousands) 1994 1993 1992
Minimum rentals $28,270 $29,873 $31,964
Contingent rentals 1,009 2,643 2,695
Sublease rentals (286) (7) (224)
Total net rent expense $28,993 $32,509 $34,435
Note 13: Commitments and Contingencies
There were no contingencies or litigation as of February 28, 1994
that, in the opinion of management, would have had a material adverse
effect on the Company's consolidated financial position.
At February 28, 1994, the estimated cost to complete improvements
in progress totaled approximately $12 million.
Note 14: Shareholders' Equity
The following summarizes the changes in shareholders' equity for
the three years ended February 28, 1994:
<TABLE>
<CAPTION>
Equity adjustment from:
(dollars and shares $.10 par value Capital in foreign minimum Unearned
in thousands, except per Common Treasury excess of Retained currency pension restricted
share data) stock stock par value earnings translation liability stock Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at February 28, 1991 $2,184 $(47,438) $88,628 $346,238 $ (65,577) $(1,379) $(2,079) $320,577
Net earnings - - - 21,967 - - - 21,967
Translation adjustments - - - - (6,251) - - (6,251)
Dividends:
Common stock ($.80 per
share) - - - (15,569) - - - (15,569)
Preferred stock - - - (184) - - - (184)
455 shares purchased for treasury - (12,766) - - - - - (12,766)
261 shares issued for employee
benefit plans - 5,368 72 - - - 520 5,960
Adjustment associated with
recognition of minimum
pension liability - - - - - (610) - (610)
Balance at February 29, 1992 2,184 (54,836) 88,700 352,452 (71,828) (1,989) (1,559) 313,124
Net earnings - - - 41,210 - - - 41,210
Translation adjustments - - - - (15,238) - - (15,238)
Dividends:
Common stock ($.80 per
share) - - - (15,452) - - - (15,452)
Preferred stock - - - (180) - - - (180)
70 shares purchased for treasury - (1,810) - - - - - (1,810)
66 shares issued for
employee benefit plans - 1,496 180 - - - 316 1,992
Adjustment associated with
recognition of minimum
pension liability - - - - - (1,684) - (1,684)
Balance at February 28, 1993 2,184 (55,150) 88,880 378,030 (87,066) (3,673) (1,243) 321,962
Net loss - - - (13,438) - - - (13,438)
Translation adjustments - - - - (20,298) - - (20,298)
Dividends:
Common stock ($.80 per
share) - - - (15,120) - - - (15,120)
Preferred stock - - - (174) - - - (174)
1,200 shares purchased for treasury - (27,490) - - - - - (27,490)
194 shares issued for
employee benefit plans - 4,276 278 - - - (1,364) 3,190
Adjustment associated with
recognition of minimum
pension liability - - - - - 1,372 - 1,372
Balance at February 28, 1994 $2,184 $(78,364) $ 89,158 $349,298 $(107,364) $(2,301) $(2,607) $250,004
</TABLE>
The Company's 1989 stock-based plan permits awards of restricted
stock and incentive units to key employees subject to the provisions
of the plan and as determined by the Compensation Committee of the
Board of Directors. In fiscal 1994, grants include 78,000 shares of
restricted stock which were awarded to key employees under the
Company's long-term incentive program. The restricted stock has a
ten-year vesting period which will be accelerated only if specified
financial performance objectives are achieved over a three-year
period. In addition, incentive units were awarded to each such key
employee in a number equal to the number of shares of restricted
stock awarded. These incentive units will be earned only in the
event the Company achieves stronger financial performance than that
which is required to accelerate vesting of the restricted stock.
Incentive units, if earned, will be paid in the form of restricted
stock. The market value of shares issued under the plan, as of the
date of grant, has been recorded as unearned restricted stock and is
shown as a separate component of shareholders' equity. Unearned
restricted stock is expensed over the period restrictions lapse.
The Company has a shareholder rights plan that entitles one
preferred share purchase right for each outstanding share of common
stock. The rights become exercisable only after a person or group
(with certain exceptions) becomes the beneficial owner of 10% or more
of the Company's outstanding common stock or announces a tender
offer, the consummation of which would result in beneficial ownership
by a person or group of 10% or more of the Company's outstanding
common stock. Each right will entitle its holder to purchase one one-
hundredth share of Series 1990 Junior Participating Preferred Capital
Stock (consisting of 500,000 shares, par value $1.00 per share) at an
exercise price of $100, subject to adjustment. If a person or group
acquires beneficial ownership of 10% or more of the Company's
outstanding common stock, each right will entitle its holder (other
than such person or group) to purchase, at the then current exercise
price of the right, a number of shares of the Company's common (or,
in certain circumstances, preferred) stock having a market value of
twice the then current exercise price of the right. In addition, if
the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earnings
power are acquired, each right will entitle its holder to purchase,
at the then current exercise price of the right, a number of the
acquiring company's common shares having a market value of twice the
then current exercise price of the right. Following the acquisition
by a person or group of beneficial ownership of 10% or more of the
Company's outstanding common stock and prior to an acquisition by any
person or group of 50% or more of the Company's outstanding common
stock, the Board of Directors may exchange the outstanding rights
(other than rights owned by such person or group), in whole or in
part, for common (or, in certain circumstances, preferred) stock of
the Company. Prior to the acquisition by a person or group of
beneficial ownership of 10% or more of the Company's outstanding
common stock, the rights are redeemable for $.01 per right at the
option of the Board of Directors.
Note 15: Stock Options
A total of 389,362 common shares are available for grants of stock
options or restricted stock under the Company's 1986 and 1989 stock
plans. Stock options are granted to directors, officers and key
management employees to purchase shares of Company common stock at
not less than fair market value at dates of grant for incentive stock
options and at not less than 75% of fair market value at dates of
grant for non-qualified stock options. Options generally become
exercisable one year after the date of grant and expire ten years
after the date of grant.
The following table contains information on stock options:
Option Price
Shares Per Share-Range
Outstanding at
February 28, 1991 1,888,062 $ 8.19 - 23.21
Granted 119,950 25.69 - 29.00
Exercised (260,605) 9.53 - 23.21
Expired or canceled (7,875) 8.19 - 23.21
Outstanding at
February 29, 1992 1,739,532 $11.28 - 29.00
Granted 152,200 23.69 - 28.06
Exercised (79,100) 11.28 - 25.69
Expired or canceled (6,925) 22.75 - 29.00
Outstanding at
February 28, 1993 1,805,707 $11.28 - 29.00
Granted 85,019 19.25 - 25.75
Exercised (86,375) 11.28 - 23.21
Expired or canceled (82,236) 19.21 - 28.06
Outstanding at
February 28, 1994 1,722,115 $11.28 - 29.00
Options exercisable at:
February 29, 1992 1,135,794 $11.28 - 29.00
February 28, 1993 1,246,463 $11.28 - 29.00
February 28, 1994 1,443,027 $11.28 - 29.00
Note 16: Retirement Plans
The Company sponsors two defined contribution plans and several
defined benefit retirement plans.
The defined contribution plans cover salaried, sales and certain
hourly employees in the United States and Canada. The Company makes
contributions equal to 50% of the employee's contribution subject to
certain limitations. Employer contributions were approximately $2.1
million in fiscal 1994, $1.8 million in fiscal 1993 and $1.5 million
in fiscal 1992.
In the United States and Canada, defined benefit plans cover
substantially all employees. Benefits are based on final average
salary for U.S. salaried employees, years of credited service for
U.S. hourly employees and career average pay for Canadian employees.
These plans are generally funded by contributions to tax-exempt
trusts in amounts sufficient to provide assets to cover the plans'
benefits. Plan assets consist principally of listed equity
securities, fixed income securities and cash equivalents.
Net pension cost for the defined benefit plans was as follows:
(in thousands) 1994 1993 1992
Service costs $ 2,769 $ 2,381 $ 2,968
Interest costs 12,277 11,936 12,176
Actual return on plan assets (22,813) (7,790) (31,303)
Net amortization and deferral 8,272 (6,550) 16,430
Net pension cost (credit) $ 505 $ (23) $ 271
The funded status of the defined benefit plans and the amounts
recognized in the balance sheets were as follows:
1994 1993
Assets Benefit Assets Benefit
exceed obli- exceed obli-
benefit gations benefit gations
obli- exceed obli- exceed
(in thousands) gations assets gations assets
Actuarial present value
of benefit obligations:
Vested $146,293 $ 8,332 $115,209 $ 30,808
Nonvested 5,105 1,107 1,862 645
Accumulated benefit
obligations 151,398 9,439 117,071 31,453
Effect of future
salary increases 5,130 1,041 5,707 479
Projected benefit
obligations 156,528 10,480 122,778 31,932
Plan assets at
fair value 174,826 - 140,004 21,384
Plan assets in
excess of (less
than) projected
benefit obligations 18,298 (10,480) 17,226 (10,548)
Unamortized prior
service cost 6,815 - 7,343 260
Unrecognized effect
from past experience
different from that
assumed 8,720 4,813 2,960 6,647
Unrecognized transition
(assets) obligations,
net of amortization (14,343) 1,203 (16,440) 1,361
Adjustment required
to recognize minimum
pension liability - (4,975) - (7,789)
Prepaid (accrued)
pension costs $ 19,490 $(9,439) $ 11,089 $(10,069)
The Company amortizes prior service costs and unrecognized gains and
losses on a straight-line basis over not more than 16 years. Other
assumptions used, which reflect weighted averages of the U.S. and
Canadian defined benefit plans, were as follows:
1994 1993
Average discount rate 7.5% 8.2%
Expected long-term return rate 9.5% 10.0%
Rate of increase in future compensation 4.0% 5.0%
The fiscal 1992 divestiture of the North American agribusinesses
resulted in a curtailment loss of $1.1 million which is reflected in
the net gain on the divestiture.
In Venezuela, all employees are entitled to certain severance
indemnities based on compensation and cause of separation. This post-
employment arrangement qualifies as a defined benefit plan under the
provisions of Statement of Financial Accounting Standards No. 87,
"Employers' Accounting for Pensions." The Company has elected to
define the vested benefit obligation for this arrangement as the
actuarial present value of vested benefits the employee is entitled
to if immediately separated at the measurement date. This arrangement
has not been funded and the corresponding expense recognized was $3.7
million in fiscal 1994, $3.1 million in fiscal 1993 and $2.6 million
in fiscal 1992.
Note 17: Post-retirement Health and Life Insurance Benefits
The Company provides post-retirement health and life insurance
benefits for retirees in the United States and Canada who meet
minimum age and service requirements. The costs of the U.S. life
insurance benefits are funded over the employees' active working
lives through contributions to an insurance continuation fund
maintained by an insurance company. Life insurance benefits for
Canadian retirees are funded on a pay-as-you-go basis through an
insurance company. Health care benefits for U.S. and Canadian
retirees are provided under a self-insured program administered by an
insurance company.
In fiscal 1992, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Post-
retirement Benefits Other than Pensions" (SFAS 106). SFAS 106
requires an employer to recognize the cost of retiree health and life
insurance benefits over the employees' period of service. The
cumulative effect as of March 1, 1991 of adopting SFAS 106 was a one-
time charge to net earnings of $17.1 million.
During fiscal 1993, certain of the Company's U.S. post-retirement
health benefit plans were amended resulting in a decrease in
accumulated benefit obligations and service and interest costs.
The net periodic post-retirement benefit cost under SFAS 106 was
as follows:
(in thousands) 1994 1993 1992
Service costs $ 458 $ 602 $1,201
Interest costs 1,492 1,627 2,508
Amortization of unrecognized
effect from plan amendments (1,944) (1,458) -
Net post-retirement cost $ 6 $ 771 $3,709
The actuarial present value of benefit obligations and the amounts
recognized in the consolidated balance sheets were as follows:
(in thousands) 1994 1993
Actuarial present value of benefit obligations:
Retirees $14,952 $12,823
Fully eligible active plan participants 2,553 1,790
Other active plan participants 4,144 3,085
Accumulated benefit obligations 21,649 17,698
Unrecognized effect from past experience
different from that assumed (2,840) 641
Unrecognized effect from plan amendments 6,949 8,893
Accrued post-retirement cost $25,758 $27,232
The assumed annual rate of future increases in per capita cost of
health care benefits ranged from 4% to 8% for each of the next 10
years and 4% thereafter. These trend rates reflect the Company's
prior experience, plan provisions and management's expectation of
future rates. Increasing the health care cost trend by 1% in each
year would increase the accumulated benefit obligation by $1.4
million at February 28, 1994 and the service and interest cost by
$0.3 million for fiscal 1994. The discount rates used, which reflect
weighted averages of the U.S. and Canadian plans, were 7.4% and 8.4%
in fiscal 1994 and fiscal 1993, respectively.
The fiscal 1992 divestiture of the North American agribusinesses
resulted in a curtailment gain of $1.3 million which is reflected in
the net gain on the divestiture.
Note 18: Multifoods' Business Segments
The Company's business segments are as follows:
- U.S. Foodservice consists of specialty foodservice distribution and
prepared foods operations.
- Canadian Foods consists of consumer and bakery products operations.
- Venezuelan Foods consists of consumer, bakery products and
agricultural operations.
Net Operating Unusual
(in millions) Sales Costs Items Total
1994:
U.S. Foodservice $1,670.0 $(1,639.0) $(48.2) $(17.2)
Canadian Foods 286.9 (270.5) (21.8) (5.4)
Venezuelan Foods 267.8 (246.4) - 21.4
Total $2,224.7 $(2,155.9) $(70.0) $ (1.2)
Segment losses $ (1.2)
Interest, net (10.7)
Corporate unallocated (.8)
Losses from unconsolidated affiliates (12.2)
Loss before income taxes $(24.9)
1993:
U.S. Foodservice $1,667.8 $(1,633.9) $ - $ 33.9
Canadian Foods 294.9 (276.7) - 18.2
Venezuelan Foods 261.2 (236.7) - 24.5
Total $2,223.9 $(2,147.3) $ - $ 76.6
Segment earnings $ 76.6
Interest, net (11.9)
Corporate unallocated (.4)
Earnings from unconsolidated affiliates 1.8
Earnings before income taxes $ 66.1
1992:
U.S. Foodservice $1,604.8 $(1,571.9) $(32.7) $ .2
Canadian Foods 261.2 (238.6) (1.2) 21.4
Venezuelan Foods 239.6 (216.9) - 22.7
Divested Businesses* 175.8 (166.3) 37.3 46.8
Total $2,281.4 $(2,193.7) $ 3.4 $ 91.1
Segment earnings $ 91.1
Interest, net (18.8)
Corporate unallocated (2.8)
Losses from unconsolidated affiliates (2.1)
Earnings before income taxes and cumulative effect
of accounting change $ 67.4
*Consists of North American agribusinesses.
<TABLE>
<CAPTION>
1994 1993 1992
Depreciation Depreciation Depreciation
Capital and Capital and Capital and
(in millions) Expenditures Amortization Assets Expenditures Amortization Assets Expenditures Amortization Assets
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Foodservice $29.7 $22.0 $504.8 $21.1 $21.6 $483.5 $29.5 $22.1 $499.2
Canadian Foods 13.4 5.4 166.3 18.9 5.1 168.8 11.9 4.6 134.3
Venezuelan Foods 8.8 2.5 104.3 5.7 2.1 98.3 5.4 2.0 100.2
Divested Businesses - - - - - - 4.4 3.7 -
Corporate - - 39.4 - - 52.9 - - 34.0
Total $51.9 $29.9 $814.8 $45.7 $28.8 $803.5 $51.2 $32.4 $767.7
</TABLE>
Amounts expended for business acquisitions are not considered as part of
capital expenditures. Assets are identifiable to business segments either by
their direct use or by allocations when used jointly by two or more segments.
Note 19: Quarterly Summary (unaudited)
<TABLE>
<CAPTION>
(dollars in millions, First Quarter Second Quarter Third Quarter Fourth Quarter Total Year
except per share data) 1994 1993 1994 1993 1994 1993 1994 1993 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales:
U.S. Foodservice $425.0 $420.2 $386.5 $393.2 $438.2 $445.4 $420.3 $409.0 $1,670.0 $1,667.8
Canadian Foods 65.5 62.5 68.4 74.7 82.9 89.9 70.1 67.8 286.9 294.9
Venezuelan Foods 65.3 64.9 66.6 74.5 64.5 61.5 71.4 60.3 267.8 261.2
Total net sales $555.8 $547.6 $521.5 $542.4 $585.6 $596.8 $561.8 $537.1 $2,224.7 $2,223.9
Gross profit $ 65.9 $ 64.6 $ 64.7 $ 64.2 $ 74.1 $ 79.1 $ 67.9 $ 66.2 $ 272.6 $ 274.1
Segment earnings (loss):
U.S. Foodservice $ 8.1 $ 7.9 $(17.9)(b) $ 8.1 $ 10.3 $ 10.8 $(17.7)(c)$ 7.1 $ (17.2) $ 33.9
Canadian Foods .5 1.4 (18.1)(b) 2.8 6.7 9.5 5.5 4.5 (5.4) 18.2
Venezuelan Foods 4.8 5.3 6.6 6.9 5.1 6.0 4.9 6.3 21.4 24.5
Total segment earnings (loss) $ 13.4 $ 14.6 $(29.4) $ 17.8 $ 22.1 $ 26.3 $ (7.3) $ 17.9 $ (1.2) $ 76.6
Net earnings (loss) $ 6.4 $ 6.0 $(27.2) $ 9.2 $ 12.5 $ 15.4 $ (5.1) $ 10.6 $ (13.4) $ 41.2
Per share (a) .33 .31 (1.41) .47 .66 .80 (.28) .55 (.72) 2.13
Dividends per share
of common stock .20 .20 .20 .20 .20 .20 .20 .20 .80 .80
Market price of common stock:
Close 25 3/8 23 7/8 21 7/8 26 22 5/8 26 3/4 17 3/8 25 3/4 17 3/8 25 3/4
High 26 3/8 27 3/8 25 3/4 28 1/2 24 28 1/4 21 1/8 28 7/8 26 3/8 28 7/8
Low 23 5/8 23 1/2 20 23 1/4 21 1/4 24 1/2 16 3/4 24 5/8 16 3/4 23 1/4
</TABLE>
(a) Earnings per share is computed independently for each period
presented. As a result of the effect of common shares purchased
for treasury, the total of the per share results for the four
quarters do not equal the annual loss per share in fiscal 1994.
(b) Includes unusual charges of $25.7 million in U.S. Foodservice and
$21.8 million in Canadian Foods from the closing of certain
facilities, plant rationalization and organizational changes.
(c) Includes unusual charges of $22.5 million from the write-down of
Meats business net assets to expected realizable value.
Note 20: Subsequent Events
In March 1994, the Company signed agreements to sell its Frozen
Specialty Foods business (the Frozen business) and Meats business.
For the two transactions, the Company will receive approximately $155
million in cash, subject to customary purchase price adjustments.
Both sales are subject to regulatory approval and other conditions.
These transaction are expected to be completed within the first half
of fiscal 1995. The Company recognized a $22.5 million charge in
fiscal 1994 on the write-down of the Meats business net assets to
expected realizable value. The Frozen Specialty Foods transaction
will result in a gain. Fiscal 1994 net sales of these businesses
were approximately $260 million.
The following table summarizes the net assets of the Frozen and
Meats businesses as of February 28, 1994:
(in thousands)
Trade accounts receivable, net $ 14,515
Inventories 36,177
Other current assets 394
Property, plant and equipment, net 55,709
Goodwill 11,062
Other noncurrent assets 18,355
Accounts payable (10,792)
Other liabilities assumed, principally current (6,503)
Total net assets $118,917
Six-Year Comparative Summary
<TABLE>
<CAPTION>
Fiscal year ended the last day of February
(dollars and shares in millions, except per share data) 1994 1993 1992 1991 1990 1989
Consolidated Summary of Operations
<S> <C> <C> <C> <C> <C> <C>
Net sales $2,224.7 $2,223.9 $2,281.4 $2,191.9 $2,074.9 $1,940.7
Cost of sales (1,952.1) (1,949.8) (1,972.4) (1,888.7) (1,793.7) (1,679.7)
Selling, general and administrative (203.8) (197.5) (221.3) (217.6) (207.5) (191.3)
Unusual items (70.0) - 3.4 1.0 (2.1) 15.5
Interest, net (10.7) (11.9) (18.8) (20.7) (26.9) (22.4)
Corporate (.8) (.4) (2.8) - - -
Earnings (losses) from unconsolidated affiliates (12.2) 1.8 (2.1) .3 .9 1.3
Earnings (loss) before income taxes and cumulative
effect of accounting change (24.9) 66.1 67.4 66.2 45.6 64.1
Income taxes 11.5 (24.9) (28.3) (31.0) (20.3) (29.0)
Earnings (loss) before cumulative
effect of accounting change (13.4) 41.2 39.1 35.2 25.3 35.1
Cumulative effect of accounting change, net of taxes - - (17.1) - - -
Net earnings (loss) $ (13.4) $ 41.2 $ 22.0 $ 35.2 $ 25.3 $ 35.1
Earnings (loss) per share of common stock:
Before cumulative effect of accounting change $ (.72) $ 2.13 $ 2.00 $ 1.81 $ 1.30 $ 1.66
Cumulative effect of accounting change - - (.88) - - -
Net earnings (loss) per share of common stock $ (.72) $ 2.13 $ 1.12 $ 1.81 $ 1.30 $ 1.66
Year-End Financial Position
Current assets $ 439.3 $ 415.9 $ 413.3 $ 427.6 $ 474.1 $ 395.7
Current liabilities 301.7 243.5 285.4 312.5 348.0 236.3
Working capital 137.6 172.4 127.9 115.1 126.1 159.4
Property, plant and equipment, net 245.9 245.7 221.3 239.2 218.7 182.4
Long-term debt, net of current portion 195.1 167.0 103.9 115.0 134.6 136.3
Redeemable preferred stock 3.6 3.9 3.9 4.1 4.1 4.1
Shareholders' equity 250.0 322.0 313.1 320.6 303.0 297.0
Total assets 814.8 803.5 767.7 805.6 844.3 716.0
Dividends Paid
Preferred stock $ .2 $ .2 $ .2 $ .2 $ .2 $ .2
Common stock 15.2 15.4 15.4 15.2 15.2 16.7
Per share of common stock .80 .80 .80 .79 .79 .79
Other Financial Data
Current ratio 1.5:1 1.7:1 1.4:1 1.4:1 1.4:1 1.7:1
Return on beginning shareholders' equity (4.2%) 13.1% 12.1%* 11.5% 8.5% 10.0%
Equity per share of common stock $ 13.63 $ 16.64 $ 16.19 $ 16.41 $ 15.68 $ 15.45
Debt to total capitalization 50% 37% 33% 34% 50% 41%
Depreciation $ 24.9 $ 23.8 $ 24.7 $ 24.1 $ 22.4 $ 21.7
Capital expenditures, excluding acquisitions $ 51.9 $ 45.7 $ 51.2 $ 57.3 $ 46.2 $ 36.0
Average common shares outstanding 18.9 19.3 19.5 19.4 19.3 21.1
Number of common shareholders 4,939 5,097 5,113 5,008 5,273 5,611
Number of employees 8,390 8,341 8,231 9,140 9,172 9,015
Market price per share of common stock:
At year-end $ 17 3/8 $ 25 3/4 $ 26 3/8 $ 25 5/8 $ 16 1/2 $ 18 7/8
Range for year $ 26 3/8- $ 28 7/8- $ 31 1/2- $ 26 1/2- $ 22 1/4- $ 22 1/2-
16 3/4 23 1/4 23 7/8 16 3/8 16 1/8 17 3/8
*Exclusive of cumulative effect of accounting change.
</TABLE>
EXHIBIT 21
SUBSIDIARIES
OF
INTERNATIONAL MULTIFOODS CORPORATION
The following is a list of the Company's subsidiaries as of
February 28, 1994, except for unnamed subsidiaries which, considered
in the aggregate as a single subsidiary, would not constitute a significant
subsidiary.
JURISDICTION
OF
NAME OF SUBSIDIARY INCORPORATION
Damca International Corporation Delaware
Inversiones MONACA, C.A. Venezuela
Molinos Nacionales, C.A. (MONACA) Venezuela
Agencia Harinas International, C.A. Venezuela
Distribuidora Juana, C.A. Venezuela
Distribuidora Super-Super, C.A. Venezuela
Granjas Productoras de Alimentos
Concentrados, C.A. Venezuela
Harinas Juana Damca, C.A. Venezuela
Inversiones Migdalet, C.A. Venezuela
Precocidos Monica, C.A. Venezuela
Precocidos Payara, C.A. Venezuela
Precocidos Portuguesa, C.A. Venezuela
Servicios De Computacion Y
Contabilidad "SECON" S.A. Venezuela
Super-Ave S.A. Venezuela
Super-S, C.A. Venezuela
The Super Feeds, C.A. Venezuela
Robin Hood Multifoods Inc. Ontario
Multifoods Inc. Ontario
Gourmet Baker, Inc. Ontario
980964 Ontario Limited Ontario
Fantasia Confections, Inc. California
International Multifoods Foodservice Corp. Delaware
Minnesota Foodservice, Inc. Minnesota
JAC Creative Foods, Inc. California
JAC Creative Foods (Canada) Inc. Ontario
MINETCO - Minnesota International
Export Trading Company, Inc. Minnesota
Minnetco Bank Limited Cayman Islands
Multifoods Bakery Distributors, Inc. Delaware
Multifoods Bakery International, Inc. Delaware
Northeast Bakery Company Delaware
Prepared Foods, Inc. Delaware
Prepared Foods, Inc. Texas
VSA, Inc. Colorado
Vendors Supply of America Corporation Delaware
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
International Multifoods Corporation
We consent to incorporation by reference in Registration Statements
No. 33-48073 on Form S-8 relating to the Employees' Voluntary Investment
and Savings Plan of International Multifoods Corporation, No. 2-99818 on
Form S-8 relating to the Stock Purchase Plan of Robin Hood Multifoods Inc.,
No. 2-84236 on Form S-8 relating to the 1983 Stock Option Incentive Plan of
International Multifoods Corporation, No. 33-6223 on Form S-8 relating to
the 1986 Stock Option Incentive Plan of International Multifoods
Corporation, No. 33-30979 relating to the Amended and Restated 1989 Stock-
Based Incentive Plan of International Multifoods Corporation and
No. 33-6978 on Form S-3 relating to certain debt securities of
International Multifoods Corporation of our reports dated April 13, 1994,
relating to the consolidated balance sheets of International Multifoods
Corporation and subsidiaries as of February 28, 1994 and 1993 and the
related consolidated statements of operations and cash flows and related
financial statement schedules for each of the fiscal years in the three-
year period ended February 28, 1994, which reports appear or are
incorporated by reference in the Annual Report on Form 10-K for the fiscal
year ended February 28, 1994, of International Multifoods Corporation.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
May 13, 1994
