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 February 28, 1995
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
Stock Purchase Plan of Robin Hood Multifoods Inc.
60 Columbia Way
Markham, Ontario L3R 0C9
(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 Savings Committee Stock Purchase Plan of Robin Hood Multifoods Inc.:
We have audited the accompanying statements of financial condition of the
Stock Purchase Plan of Robin Hood Multifoods Inc., as of February 28, 1995
and February 28, 1994, and the related statements of income and changes in
plan equity for each of the years in the three-year period ended February
28, 1995. 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 financial position of the Plan as of February
28, 1995 and February 28, 1994, and the income and changes in plan equity
for each of the years in the three-year period ended February 28, 1995 in
conformity with generally accepted accounting principles.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 14, 1995
Stock Purchase Plan of Robin Hood Multifoods Inc.
Statements of Financial Condition
February 28, 1995 and February 28, 1994
(Expressed in Canadian Dollars)
1995 1994
Assets
Cash $ 1,295 $ -
Contributions receivable:
Employee 52,943 55,190
Employer 26,471 28,853
79,414 84,043
Investment in shares of
common stock of International
Multifoods Corporation, at
fair market value:
1995 - 5,517 shares; cost $140,710;
1994 - 7,064 shares; cost $184,012 143,187 165,940
$223,896 $249,983
Plan Equity $223,896 $249,983
See accompanying notes to financial statements.
Stock Purchase Plan of Robin Hood Multifoods Inc.
Statements of Income and Changes in Plan Equity
Three years ended February 28, 1995
(Expressed in Canadian Dollars)
1995 1994 1993
Investment income:
Cash dividends $ 28,503 $ 22,125 $ 20,433
Interest income 104 262 999
28,607 22,387 21,432
(Increase) decrease in unrealized
depreciation of investment 19,826 (21,672) (5,819)
Realized gain (loss) on withdrawals
of common stock 104,296 (239,213) 7,006
Net investment gain (loss) 152,729 (238,498) 22,619
Contributions and deposits:
Deposits by Members 662,624 687,694 706,173
Contributions by participating
Employer, net of forfeitures
on termination 326,465 341,169 351,838
Total contributions
and deposits 989,089 1,028,863 1,058,011
Total increase in plan equity 1,141,818 790,365 1,080,630
Withdrawals:
Cash 8,113 7,164 10,850
Distributions in stock 1,159,792 855,331 1,039,124
Total withdrawals 1,167,905 862,495 1,049,974
Net increase(decrease)
in plan equity (26,087) (72,130) 30,656
Balance of plan equity
at beginning of year 249,983 322,113 291,457
Balance of plan equity at
end of year $ 223,896 $ 249,983 $ 322,113
See accompanying notes to financial statements.
Stock Purchase Plan of Robin Hood Multifoods Inc.
Notes to Financial Statements
1. Summary of Significant Accounting Policies:
The accompanying financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Transactions in securities are recorded on the transaction date. The
investment in common stock of International Multifoods Corporation is
stated at fair market value based on published market value.
Robin Hood Multifoods Inc. and its participating subsidiary corporations
(the "Employer") pay all administrative costs of the Stock Purchase Plan
of Robin Hood Multifoods Inc. (the "Plan").
On or about February 15 of each year, the unit value of the vested units
or portions thereof of the Trust Fund credited to each participating
employee's ("Member's") account on the date of distribution are
distributed in full shares of Common Stock of International Multifoods
Corporation ("Multifoods") to the extent possible and the balance, if
any, is paid in cash.
Realized gains or losses reflect the difference between fair market
values of stock withdrawals by Members and historical cost of the shares
on a first-in, first-out basis ("FIFO").
2. Summary Description of Plan:
The Plan is a voluntary investment plan intended to provide an
opportunity for salaried employees of the Employer to become
stockholders of Multifoods and to encourage them to invest on a regular
basis. A Member may contribute monthly from 2% to 5% of regular salary
to the Plan. The Employer contributes an amount equal to 50% of the
Member's contribution.
Contributions of a Member, and of the Employer on behalf of the Member,
are calculated and maintained in terms of shares of stock. The number
of employees participating in the Plan together with the shares and the
share values of the Members under the Plan at February 28, 1995 and
February 28, 1994 were as follows:
1995 1994
Number of employees 280 260
Number of shares 5,517 7,064
Net asset value per share:
At cost $40.134 $37.947
At market 40.583 35.388
Employees' contributions are fully vested. Employer contributions become
fully vested after the employee has been a Member of the Plan for three
years, or upon retirement, pre-retirement death or disability, and
certain other occurrences. The amounts forfeited by employees who
withdraw prior to becoming fully vested are used to reduce subsequent
Employer contributions.
Robin Hood Multifoods Inc. may at any time, by action of its Board of
Directors, 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 will be distributable to the Member or his or her beneficiary.
The corporations represented by the Employer are all Canadian
corporations and all Members are Canadian residents. The Plan is not
subject to the provisions of the United States Employee Retirement Income
Security act of 1974.
3. Realized Gains or Losses:
Realized gains or losses resulting from withdrawals and distributions to
Members of Multifoods common stock are as follows:
Multifoods
Common Stock
1995:
Aggregate market value/proceeds $1,159,792
Aggregate FIFO cost 1,055,496
Realized Gain $ 104,296
1994:
Aggregate market value/proceeds $ 855,331
Aggregate FIFO cost 1,094,544
Realized Loss $ (239,213)
1993:
Aggregate market value/proceeds $1,039,124
Aggregate FIFO cost 1,032,118
Realized Gain $ 7,006
4. Income Taxes:
The Plan is not subject to U.S. or Canadian income taxes. Members are
subject to Canadian income tax each year in the amount of Employer
contributions to the Plan and income (including a portion of capital
gains less capital losses arising and realized after December 31, 1971)
from the Trust Fund allocated for the year by the trustee to their
accounts, even though Employer contributions are on a contingent basis.
Distributions from the Plan will be received by Members free of any
further Canadian tax. If amounts are forfeited under the Plan, the
Members affected will be entitled to a refund of 15 percent of the
amounts contingently allocated to their accounts and previously included
in their income for tax purposes.
5. Contributions and Deposits:
Contributions and deposits for the three years ended February 28, 1995 are
as follows:
Members 1995 1994 1993
Robin Hood Multifoods Inc. $576,961 $588,091 $604,893
Multifoods Inc. 80,957 92,702 101,280
Gourmet Baker Inc. 4,706 6,901 -
$662,624 $687,694 $706,173
Employer 1995 1994 1993
Robin Hood Multifoods Inc. $283,785 $292,358 $301,197
Multifoods Inc. 40,326 45,360 50,641
Gourmet Baker Inc. 2,354 3,451 -
$326,465 $341,169 $351,838
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.
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
May 26, 1995 By /s/ Bernard P. Sarrazin
Bernard P. Sarrazin
Member of the Savings Committee
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation:
We consent to incorporation by reference in Registration Statement No. 2-
99818 on Form S-8 of International Multifoods Corporation of our report
dated April 14, 1995, relating to the statements of financial condition of
the Stock Purchase Plan of Robin Hood Multifoods Inc. as of February 28,
1995 and 1994, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended February 28,
1995, which report appears in the February 28, 1995 Annual Report on Form
11-K of International Multifoods Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 26, 1995
