SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number
1-6699
Employees' Voluntary Investment and Savings Plan
of International Multifoods Corporation
33 South Sixth Street
Minneapolis, Minnesota 55402
(Full title and address of plan)
International Multifoods Corporation
33 South Sixth Street
Minneapolis, Minnesota 55402
(Name of issuer and address of principal executive offices of issuer)
Independent Auditors' Report
The Board of Directors
International Multifoods Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Employees' Voluntary Investment and Savings Plan of
International Multifoods Corporation as of December 31, 1993 and 1992
and the related statements of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these 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 financial statements referred to above present
fairly, in all material respects, the net assets of the Plan as of
December 31, 1993 and 1992 and the changes in its net assets for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
of Assets Held for Investment Purposes and Reportable Transactions are
presented for purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The fund information in the Statements of Net Assets
Available for Plan Benefits and the Statements of Changes in Net Assets
Available for Plan Benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures supplied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
/s/KPMG Peat Marwick
May 27, 1994
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Company Fixed Growth Equity
Common Income Equity Index Balanced
Stock Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments
Common stock of International
Multifoods Corp. $11,453,173 $ - $ - $ - $ - $11,453,173
Common trust funds:
Norwest Bank Minnesota, N.A.:
Short-term Investment Fund 9,293 - - - - 9,293
Stable Return Fund - 3,002,118 - - - 3,002,118
Common stock funds:
Fidelity Magellan Fund - - 6,533,523 - - 6,533,523
Fidelity U.S. Equity Index Fund - - - 2,012,035 - 2,012,035
Fidelity Balanced Fund - - - - 2,512,234 2,512,234
Group annuity contracts:
Hartford Life Insurance Co. - 1,062,158 - - - 1,062,158
John Hancock - 2,013,020 - - - 2,013,020
Minnesota Mutual Life Insurance Co. - 1,197,077 - - - 1,197,077
Total investments 11,462,466 7,274,373 6,533,523 2,012,035 2,512,234 9,794,631
Accrued investment income 119,147 15,608 - - - 134,755
Member contributions receivable 27,631 36,364 57,025 23,856 27,571 172,447
Employer contributions receivable 73,391 - - - - 73,391
Total assets 11,682,635 7,326,345 6,590,548 2,035,891 2,539,805 30,175,224
Unapplied retained Employer
contributions (46,030) - - - - (46,030)
Net assets available for
plan benefits $11,636,605 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $30,129,194
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<TABLE>
<CAPTION>
Company Fixed Growth Equity
Common Income Equity Index Balanced
Stock Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments
Common stock of International
Multifoods Corp. $15,803,341 $ - $ - $ - $ - $15,803,341
Common trust funds:
Norwest Bank Minnesota, N.A.:
Short-term Investment Fund 9,667 - - - - 9,667
Stable Return Fund - 1,228,373 - - - 1,228,373
Common stock funds:
Fidelity Magellan Fund - - 4,132,563 - - 4,132,563
Fidelity U.S. Equity Index Fund - - - 1,490,303 - 1,490,303
Fidelity Balanced Fund - - - - 1,513,579 1,513,579
Group annuity contracts:
Hartford Life Insurance Co. - 1,062,158 - - - 1,062,158
John Hancock - 1,838,038 - - - 1,838,038
Lincoln Nat'l Life Insurance Co. - 1,290,542 - - - 1,290,542
Minnesota Mutual Life Insurance Co. - 1,197,077 - - - 1,197,077
Total investments 15,813,008 6,616,188 4,132,563 1,490,303 1,513,579 29,565,641
Accrued investment income 115,278 14,252 - - - 129,530
Member contributions receivable 41,860 46,116 58,078 27,489 26,579 200,122
Employer contributions receivable 85,109 - - - - 85,109
Total assets 16,055,255 6,676,556 4,190,641 1,517,792 1,540,158 29,980,402
Unapplied retained Employer
contributions (54,690) - - - - (54,690)
Net assets available for
plan benefits $16,000,565 $6,676,556 $4,190,641 $1,517,792 $1,540,158 $29,925,712
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statement of Changes in Net Assets
Available for Plan Benefits
Year ended December 31, 1993
<TABLE>
<CAPTION>
Company Fixed Growth Equity
Common Income Equity Index Balanced
Stock Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 469,744 $ - $ 265,199 $ 57,666 $ 92,429 $ 885,038
Interest 2,414 408,242 - 17 - 410,673
Income from common trust funds - 23 - - - 23
Net appreciation (depreciation) in
fair value of investments (5,060,944) 190,850 895,475 111,469 236,082 (3,627,068)
Total investment income (loss) (4,588,786) 599,115 1,160,674 169,152 328,511 (2,331,334)
Contributions:
Members 809,570 942,522 1,321,772 594,677 602,404 4,270,945
Cash contributions by employer 1,788,295 - - - - 1,788,295
Total contributions 2,597,865 942,522 1,321,772 594,677 602,404 6,059,240
Distributions (1,383,287) (981,293) (655,771) (355,069) (157,664) (3,533,084)
Fund transfers (998,412) 89,445 573,232 109,339 226,396 -
Transfers from unapplied account, net 8,660 - - - - 8,660
Net increase (decrease) in net
assets available for plan
benefits (4,363,960) 649,789 2,399,907 518,099 999,647 203,482
Net assets available for plan benefits:
Beginning of year 16,000,565 6,676,556 4,190,641 1,517,792 1,540,158 29,925,712
End of year $11,636,605 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $30,129,194
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statement of Changes in Net Assets
Available for Plan Benefits
Year ended December 31, 1992
<TABLE>
<CAPTION>
Diversi-
Company Fixed fied Money Growth
Common Income Equity Market Equity
Stock Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 501,546 $ - $ - $ - $ 331,084
Interest 2,344 559,939 - - -
Income from common trust funds - 22,015 - 409 -
Pro rata share of net investment
loss from International
Multifoods Corporation
Master Trust - - (242,618) - -
Net appreciation (depreciation)
in fair value of investments (3,469,442) 68,758 - - (94,250)
Total investment income (loss) (2,965,552) 650,712 (242,618) 409 236,834
Contributions:
Members 914,890 1,044,026 374,110 - 656,744
Cash contributions by employer 1,447,502 - - - -
Total contributions 2,362,392 1,044,026 374,110 - 656,744
Distributions (7,415,644) (2,498,577) 1,701,580) (1,922) (65,380)
Fund transfers (655,531) (1,311,193) (3,984,646) (13,307) 3,362,443
Transfers from unapplied
account, net 13,165 - - - -
Net increase (decrease) in
net assets available
for plan benefits (8,661,170) (2,115,032) (5,554,734) (14,820) 4,190,641
Net assets available for plan benefits:
Beginning of year 24,661,735 8,791,588 5,554,734 14,820 -
End of year $16,000,565 $6,676,556 $ - $ - $4,190,641
</TABLE>
<TABLE>
<CAPTION>
Equity
Index Balanced
Fund Fund Total
<S> <C> <C> <C>
Investment income:
Dividends $ 19,361 $ 81,945 $ 933,936
Interest 9 - 562,292
Income from common trust funds - - 22,424
Pro rata share of net investment
loss from International
Multifoods Corporation
Master Trust - - (242,618)
Net appreciation (depreciation)
in fair value of investments 81,790 (32,518) (3,445,662)
Total investment income (loss) 101,160 49,427 (2,169,628)
Contributions:
Members 291,008 280,278 3,561,056
Cash contributions by employer - - 1,447,502
Total contributions 291,008 280,278 5,008,558
Distributions (133,448) (132,709) (11,949,260)
Fund transfers 1,259,072 1,343,162 -
Transfers from unapplied account, net - - 13,165
Net increase (decrease) in
net assets available
for plan benefits 1,517,792 1,540,158 (9,097,165)
Net assets available for plan benefits:
Beginning of year - - 39,022,877
End of year $1,517,792 $1,540,158 $29,925,712
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 1993 and 1992
1) Description of Plan
The following brief description of the Employees' Voluntary Investment
and Savings Plan of International Multifoods Corporation (the "Plan") is
provided for general information purposes only. For more complete
information about the Plan's eligibility, vesting, withdrawal and benefit
provisions, employees should refer to their copy of the Summary Plan
Description.
The Plan is a voluntary investment and savings plan intended to be a
long-term investment program to provide participating employees
("Members") with additional retirement income. The Plan was amended
effective July 1, 1992 to include all employees of International
Multifoods Corporation (the "Company") and participating subsidiaries,
except those covered by a collective bargaining agreement, unless the
agreement specifically provides for membership in the Plan. In addition,
the Plan name was changed from the "Salaried Employees' Voluntary
Investment and Savings Plan"" to "Employees' Voluntary Investment and
Savings Plan". The Plan is a salary reduction plan under Section 401(k)
of the Internal Revenue Code and qualifies as an Employee Stock Ownership
Plan ( "ESOP" ) under Section 4975(e) of the Internal Revenue Code. The
ESOP provisions allow the Trustee (Norwest Bank Minnesota, N.A.), at the
direction of the Plan Administrator, to purchase common stock of the
Company with the proceeds of one or more loans. Any loan transactions
entered into must provide that the lender shall be without recourse
against the assets of the Plan, except for common stock held in a loan
suspense account, and therefore not allocated to participating Members.
Administrative expenses of the Plan are paid by the Company and its
participating subsidiary corporations (the "Employer" ).
Members enter into salary reduction agreements with the Employer and may
contribute, within limitations specified by the Internal Revenue Code,
from 2% to 15% of regular pay. The Employer's contribution is 50% of the
Member's contribution with a limit of 3.5% of the Member's regular pay.
Members' deposits are fully vested. Employer contributions become fully
vested after the employee has completed five years of service, or upon
reaching age 65, retirement, pre-retirement disability, death and certain
other occurrences.
2) Accounting Policies
The Plan's accounting policies conform to generally accepted accounting
principles applied on a consistent basis. Significant policies related to
investments are summarized below:
The fair value of investments in the Company's common stock is based
upon published quotations.
The fair value of investments in common trust funds and common stock
funds is determined by the trustee or custodian of those funds on the
basis of the fair values of the underlying net assets. Group annuity
contracts are valued at cost, which approximates fair value.
Net appreciation (depreciation) in fair value of investments
represents increases or decreases in value resulting from realized and
unrealized gains and losses.
3) Investment Funds
Members may direct their deposits to be invested in any one of the
following investment funds: Company Common Stock Fund, Fixed Income Fund,
Growth Equity Fund, Balanced Fund, and Equity Index Fund. Contributions
can be allocated to funds in increments of 10%. Contributions and
investment balances can be reallocated on a quarterly basis.
The type of investments each fund may make is described in the Plan.
Each of the funds may temporarily hold cash or make short-term
investments. The Fixed Income Fund, the Growth Equity Fund, the Balanced
Fund, and the Equity Index Fund may not invest in securities of the
Company. The following schedule summarizes the type of investments which
may be made by each of the funds:
Fund Description
Company Common Stock Common stock of the Company
Fixed Income Fixed income securities including
contracts with insurance companies
and banks
Growth Equity Equity securities
Balanced Fixed income securities and
equity securities
Equity Index Equity securities of companies in the
Standard and Poor's 500
4) Unapplied Retained Employer Contributions
Unapplied retained Employer contributions represent amounts of nonvested
past Employer contributions attributable to terminated participating
employees, but which do not represent forfeitures until such employees
incur a defined break in service. These accounts are available to reduce
future Employer contributions upon becoming defined forfeitures, or to be
credited to such employees' accounts as a result of rehire if there is
not a defined break in service.
Forfeitures of nonvested Employer contributions for the years ended
December 31, 1993 and 1992 were approximately $28,800 and $16,900,
respectively.
5) Plan Termination
Although it has not expressed any intention to do so, the Company has the
right to terminate the Plan or discontinue contributions with respect to
any one or more participating employers. Upon termination or
discontinuance of contributions, Employer contribution amounts in Member
accounts which have not vested will become vested. Thereafter, full
distribution of each fund may be made to Members, either by lump sum
payment or by annual installment payments over a period not exceeding ten
years.
6) Distributions
The Plan provides for the distribution of a Member's account balance upon
retirement, death, termination of employment or certain other
occurrences. In addition, Members who meet certain qualifications as to
age and length of participation in the Plan may elect to withdraw a
portion of their !ccount balance. Distributions may be made either by
lump sum payment or by annual installment payments over a period not
exceeding ten years at the discretion of the Plan Administrator.
Distributions from the Company Common Stock Fund of the Plan are made in
full shares of common stock of the Company and cash for any fractional
share equivalents, except that Members whose account balances are less
than or equal to $3,500 or 100 shares may elect to receive cash
distributions. The number of shares to be distributed is determined by
the market value of the common stock as of the valuation date.
For the year ended December 31, 1992, distributions include $6,208,196
transferred directly to AGP, L.P. on behalf of the former employees of
the North American agribusinesses, which were divested in 1991.
7) Income Taxes
The Company received a tax determination letter dated July 10, 1989, from
the Internal Revenue Service stating that the Plan meets the requirements
of Section 401(a) of the Internal Revenue Code and that the trust created
under the Plan is therefore exempt from Federal income taxes under
provisions of Section 501(a). As of the date of this report, the Company
believes that the Plan and its related trust continue to qualify under
the provisions of Sections 401(a) and 501(a) and are exempt from Federal
income taxes.
The Plan qualifies as a salary reduction plan under Section 401(k) of the
Internal Revenue Code. Accordingly, Employer contributions and
allocations to Members' accounts of trust earnings are not taxable to
Members when made or when credited to the Member's account. However,
Member distributions are subject to ordinary income taxes and may be
subject to an additional 10% penalty tax.
8) Reconciliation to Form 5500
At December 31, 1993 and 1992, net assets available for plan benefits in
the accompanying financial statements differ from Form 5500, as filed
with the Internal Revenue Service as follows:
1993 1992
Net assets available for plan
benefits per Form 5500 $29,322,516 $29,344,638
Adjustment for benefits payable 806,678 581,074
Net assets available for plan
benefits per accompanying
financial statements $30,129,194 $29,925,712
9) Investments
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1993:
Face Amount or
No. of Shares Fair Value
International Multifoods Corporation
common stock 594,970 $11,453,173
Fidelity Magellan Fund 92,216 6,533,523
Norwest Stable Return Fund 153,679 3,002,118
Fidelity Balanced Fund 187,620 2,512,234
John Hancock group annuity contract 2,013,020 2,013,020
Fidelity U.S. Equity Index Fund 116,505 2,012,035
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1992:
Face Amount or
No. of Shares Fair Value
International Multifoods Corporation
common stock 577,291 $15,803,341
Fidelity Magellan Fund 65,586 4,132,563
John Hancock group annuity contract 1,838,038 1,838,038
Fidelity Balanced Fund 123,155 1,513,579
10) Party-In-Interest Transactions
Transactions resulting in plan assets being transferred to or used by a
related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applies. The Trustee of the Plan, Norwest
Bank Minnesota, N.A., and International Multifoods Corporation are
defined as parties-in-interest with respect to the Plan. However, such
transactions are exempt under section 408(b)(8) and are not prohibited
under the Act.
Schedule 1
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
<TABLE>
<CAPTION>
Description of investment,
including maturity date,
Identity of issue, borrower, rate of interest, collateral,
lessor or similar party par, or maturity value Cost Current Value
- - - ------------------------------------ ------------------------------ ----------- -------------
<S> <C> <C> <C>
Common stock:
*International Multifoods Corporation 594,970 shares common stock, $11,420,678 $11,453,173
par value $.10 per share
Total common stock 11,420,678 11,453,173
Common trust funds:
Norwest Bank Minnesota, N.A.:
*Short-term Investment Fund 9,293 shares 9,293 9,293
*Stable Return Fund 153,679 shares 2,809,526 3,002,118
Total common trust funds 2,818,819 3,011,411
Common stock funds:
Fidelity Magellan Fund 92,216 shares 6,101,714 6,533,523
Fidelity U.S. Equity Index Fund 116,505 shares 1,858,037 2,012,035
Fidelity Balanced Fund 187,620 shares 2,424,710 2,512,234
Total common stock funds 10,384,461 11,057,792
Group annuity contracts:
Hartford Life Insurance Co. Annuity Contract 9.44%
due 4-30-95 1,062,158 1,062,158
John Hancock Annuity Contract 9.50%
due 4-28-95 2,013,020 2,013,020
Minnesota Mutual Life Insurance Co. Annuity Contract 9.90%
due 2-07-94 1,197,077 1,197,077
Total group annuity contracts 4,272,255 4,272,255
Total investments $28,896,213 $29,794,631
</TABLE>
*Represents party-in-interest.
See accompanying independent auditors' report.
Schedule 2
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1993
<TABLE>
<CAPTION>
Series of transactions (involving one security) which exceed 5% of plan assets.
Identity of Purchase Selling Cost of Net gain
party involved Description of asset Price Price Asset or (loss)
- - - ------------------------------- --------------------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
*Norwest Bank Minnesota, N.A. Short-term
Investment Fund $2,625,735 $2,626,109 $2,626,109 $ -
*Norwest Bank Minnesota, N.A. Stable Return Fund 2,602,246 1,019,351 973,421 45,930
*International Multifoods Corporation Common stock 2,545,815 583,044 442,105 140,939
Fidelity Magellan Fund Mutual Fund 2,157,967 434,151 395,412 38,739
Fidelity Balanced Fund Mutual Fund 1,024,807 195,061 185,289 9,772
</TABLE>
*Respresents party-in-interest
Note: Certain columns not required for this schedule have been omitted
See accompanying independent auditors' report.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPLOYEES' VOLUNTARY
INVESTMENT AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
June 22, 1994 By /s/ Joyce G. Traver
Joyce G. Traver
Director - Benefits
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
International Multifoods Corporation:
We consent to incorporation by reference in the Registration Statement
(No. 33-48073) on Form S-8 with respect to the Employees' Voluntary
Investment and Savings Plan of International Multifoods Corporation (the
Plan) of our report dated May 27, 1994, relating to the statements of net
assets available for plan benefits of the Plan as of December 31, 1993
and 1992, and the related statements of changes in net assets available
for plan benefits for the years then ended, which report appears in the
December 31, 1993 Annual Report on Form 11-K of International Multifoods
Corporation.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Minneapolis, Minnesota
June 20, 1994
