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, 1994
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)
[Letterhead of KPMG Peat Marwick LLP]
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, 1994 and 1993 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, 1994 and 1993 and the changes in its
net assets for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made 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 the 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 have been subjected to the auditing
procedures applied 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 LLP
June 23, 1995
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statement of Net Assets Available for
Plan Benefits
December 31, 1994
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------- -----------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- --------- ---------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Common stock of International
Multifoods Corp. $4,053,009 $ - $ - $ - $ - $7,488,583 $11,541,592
Common trust funds:
Norwest Bank Minnesota, N.A.:
Short-term Investment Fund 3,512 - - - - 6,489 10,001
Stable Return Fund - 3,543,486 - - - - 3,543,486
Shares of registered
investment companies:
Fidelity Magellan Fund - - 6,553,250 - - - 6,553,250
Fidelity U.S. Equity Index Fund - - - 2,135,216 - - 2,135,216
Fidelity Balanced Fund - - - - 2,490,524 - 2,490,524
Group annuity contracts:
Hartford Life Insurance Co. - 1,062,158 - - - - 1,062,158
John Hancock - 2,204,659 - - - - 2,204,659
Total investments 4,056,521 6,810,303 6,553,250 2,135,216 2,490,524 7,495,072 29,540,886
Accrued investment income 44,416 17,093 - - - 82,067 143,576
Member contributions receivable 21,504 31,900 64,487 24,519 27,055 - 169,465
Employer contributions receivable - - - - - 71,030 71,030
Total assets 4,122,441 6,859,296 6,617,737 2,159,735 2,517,579 7,648,169 29,924,957
Unapplied retained Employer
contributions - - - - - (54,388) (54,388)
Net assets available for plan
benefits $4,122,441 $6,859,296 $6,617,737 $2,159,735 $2,517,579 $7,593,781 $29,870,569
</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, 1993
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------- -----------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- --------- ---------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Common stock of International
Multifoods Corp. $4,223,689 $ - $ - $ - $ - $7,229,484 $11,453,173
Common trust funds:
Norwest Bank Minnesota, N.A.:
Short-term Investment Fund 3,427 - - - - 5,866 9,293
Stable Return Fund - 3,002,118 - - - - 3,002,118
Shares of registered
investment companies:
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 4,227,116 7,274,373 6,533,523 2,012,035 2,512,234 7,235,350 29,794,631
Accrued investment income 43,939 15,608 - - - 75,208 134,755
Member contributions receivable 27,631 36,364 57,025 23,856 27,571 - 172,447
Employer contributions receivable - - - - - 73,391 73,391
Total assets 4,298,686 7,326,345 6,590,548 2,035,891 2,539,805 7,383,949 30,175,224
Unapplied retained Employer
contributions - - - - - (46,030) (46,030)
Net assets available for
plan benefits $4,298,686 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $7,337,919 $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, 1994
<TABLE>
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------- -----------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- --------- ---------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 176,394 $ - $ 12,553 $ 53,040 $ 80,530 $ 319,655 $ 642,172
Interest 775 296,071 - - - 1,383 298,229
Net appreciation (depreciation)
in fair value of investments (203,416) 231,860 (166,928) (30,573) (219,820) (361,699) (750,576)
Total investment income (loss) (26,247) 527,931 (154,375) 22,467 (139,290) (40,661) 189,825
Contributions:
Members 545,679 706,718 1,332,996 485,428 569,509 - 3,640,330
Cash contributions by employer - - - - - 1,536,496 1,536,496
Total contributions 545,679 706,718 1,332,996 485,428 569,509 1,536,496 5,176,826
Distributions (623,842) (1,705,332) (1,263,621) (390,989) (523,867) (1,109,267) (5,616,918)
Fund transfers (71,835) 3,634 112,189 6,938 71,422 (122,348) -
Transfers from unapplied account, net - - - - - (8,358) (8,358)
Net increase (decrease) in
net assets available for
plan benefits (176,245) (467,049) 27,189 123,844 (22,226) 255,862 (258,625)
Net assets available for
plan benefits:
Beginning of year 4,298,686 7,326,345 6,590,548 2,035,891 2,539,805 7,337,919 30,129,194
End of year $4,122,441 $6,859,296 $6,617,737 $2,159,735 $2,517,579 $7,593,781 $29,870,569
</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> Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------- -----------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 182,057 $ - $ 265,199 $ 57,666 $ 92,429 $ 287,687 $ 885,038
Interest 890 408,242 - 17 - 1,524 410,673
Income from common trust funds - 23 - - - - 23
Net appreciation (depreciation)
in fair value of investments (1,761,300) 190,850 895,475 111,469 236,082 (3,299,644) (3,627,068)
Total investment
income (loss) (1,578,353) 599,115 1,160,674 169,152 328,511 (3,010,433) (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 809,570 942,522 1,321,772 594,677 602,404 1,788,295 6,059,240
Distributions (465,011) (981,293) (655,771) (355,069) (157,664) (918,276) (3,533,084)
Fund transfers (368,192) 89,445 573,232 109,339 226,396 (630,220) -
Transfers from unapplied
account, net - - - - - 8,660 8,660
Net increase (decrease)
in net assets available
for plan benefits (1,601,986) 649,789 2,399,907 518,099 999,647 (2,761,974) 203,482
Net assets available
for plan benefits:
Beginning of year 5,900,672 6,676,556 4,190,641 1,517,792 1,540,158 10,099,893 29,925,712
End of year $ 4,298,686 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $ 7,337,919 $30,129,194
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 1994 and 1993
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.
Salaried and commissioned employees as well as certain hourly
employees of International Multifoods Corporation (the
"Company") and participating subsidiaries are eligible for the
Plan after one year of qualifying service. 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 are 20%
vested after one year of service and continue to vest an
additional 20% each year, becoming 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.
Effective October 1, 1994, an employee, whether or not such
employee has satisfied the service requirement to become a
Member, is eligible to contribute an amount that qualifies as a
rollover contribution (as defined in the Plan). Rollover
contributions are not eligible for employer matching
contributions.
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.
Certain prior year amounts have been reclassified to conform
with the current year presentation.
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, 1994 and 1993 were approximately $27,900 and
$28,800, 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 account
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.
7) Income Taxes
The Company received a tax determination letter dated January
15, 1995, 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, 1994 and 1993, net assets available for plan
benefits in the accompanying financial statements differ from
Form 5500, as filed with the Internal Revenue Service as
follows:
1994 1993
Net assets available for plan benefits
per Form 5500 $29,532,447 $29,322,516
Adjustment for benefits payable 338,122 806,678
Net assets available for plan benefits
per accompanying financial statements $29,870,569 $30,129,194
9) Investments
The following investments represent 5% or more of the net assets available for
plan benefits at December 31, 1994:
Face Amount or
No. of Shares Fair Value
International Multifoods Corporation
common stock 632,416 $11,541,592
Fidelity Magellan Fund 98,103 6,553,250
Norwest Stable Return Fund 170,360 3,543,486
Fidelity Balanced Fund 202,646 2,490,524
John Hancock group annuity contract 2,204,659 2,204,659
Fidelity U.S. Equity Index Fund 126,269 2,135,216
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
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, 1994
<TABLE>
<CAPTION>
Description of investment,
including maturity date,
rate of interest,
collateral,par,or
Identity of issue, borrower, lessor or similar party maturity value Cost Current Value
- ---------------------------------------------------- ----------------------- ----------- -------------
<S> <C> <C> <C>
Common stock:
*International Multifoods Corporation 632,416 shares common $11,876,490 $11,541,592
stock, par value
$.10 per share
Total common stock 11,876,490 11,541,592
Common trust funds:
Norwest Bank Minnesota, N.A.:
*Short-term Investment Fund 10,001 shares 10,001 10,001
*Stable Return Fund 170,360 shares 3,216,686 3,543,486
Total common trust funds 3,226,687 3,553,487
Shares of registered investment companies:
Fidelity Magellan Fund 98,103 shares 6,530,864 6,553,250
Fidelity U.S. Equity Index Fund 126,269 shares 2,037,250 2,135,216
Fidelity Balanced Fund 202,646 shares 2,616,915 2,490,524
Total shars of registered investment companies 11,185,029 11,178,990
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 2,204,659 2,204,659
Total group annuity contracts 3,266,817 3,266,817
Total investments $29,555,023 $29,540,886
</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, 1994
Series of transactions (involving one security) which exceed 5% of plan assets.
<TABLE>
<CAPTION>
Net
Identity of Purchase Selling Cost of Gain or
Party Involved Description of Asset Price Price Asset (Loss)
- -------------------------------------- -------------------- -------- --------- --------- ------
<S> <C> <C> <C> <C> <C>
* Norwest Bank Minnesota, N.A. Stable Return Fund 1,750,168 1,414,162 1,316,510 97,652
* International Multifoods Corporation Common Stock 1,991,641 17,012 20,324 (3,312)
Fidelity Magellan Fund Mutual Fund 1,253,852 812,454 824,883 (12,429)
</TABLE>
* Represents 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 26, 1995 By /s/ Joyce G. Traver
Joyce G. Traver
Director - Benefits
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP.
EXHIBIT 23
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 June 23, 1995, relating to the statements of net
assets available for plan benefits of the Plan as of December 31, 1994 and
1993, 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, 1994 Annual Report on Form 11-K of International Multifoods
Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1995
