As filed with the Securities and Exchange Commission on December 21, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
33 South 6th Street
P.O. Box 2942
Minneapolis, Minnesota 55402
(612) 340-3300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Frank W. Bonvino, Esq.
Vice President, General Counsel and Secretary
International Multifoods Corporation
33 South 6th Street
P.O. Box 2942
Minneapolis, Minnesota 55402
(612) 340-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.
______________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. ___
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. _X_
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box: ___
CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Title of offering maximum
each class Amount price aggregate Amount of
of securities to be per offering registration
to be registered registered unit(1) price (1) fee
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Debt Securities $150,000,000 (2) 100% $150,000,000 $30,000
(1) Estimated in accordance with Rule 457(a) solely for the purpose of
calculating the registration fee.
(2) Or, in the case of debt securities issued at an original issue
discount, such greater principal amount as shall result in an aggregate
offering price of the amount set forth above or, in the case of debt
securities denominated in a currency other than U.S. dollars or in a
composite currency, such U.S. dollar amount as shall result from
converting the aggregate public offering price of such debt securities
into U.S. dollars at the exchange rate in effect on the date such debt
securities are initially offered to the public.
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The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
/ / / / / / / / / / / / / / / / / / / / / / / / / / /
/ INFORMATION CONTAINED HEREIN IS SUBJECT /
/ TO COMPLETION OR AMENDMENT. A REGISTRATION /
/ STATEMENT RELATING TO THESE SECURITIES HAS /
/ BEEN FILED WITH THE SECURITIES AND EXCHANGE /
/ COMMISSION. THESE SECURITIES MAY NOT BE SOLD /
/ NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO /
/ THE TIME THE REGISTRATION STATEMENT BECOMES /
/ EFFECTIVE. THIS PROSPECTUS SHALL NOT /
/ CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION /
/ OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE /
/ OF THESE SECURITIES IN ANY STATE IN WHICH SUCH /
/ OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL /
/ PRIOR TO REGISTRATION OR QUALIFICATION UNDER /
/ THE SECURITIES LAWS OF ANY SUCH STATE. /
/ / / / / / / / / / / / / / / / / / / / / / / / / / /
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 21, 1995
$150,000,000
INTERNATIONAL MULTIFOODS CORPORATION
Debt Securities
______________
International Multifoods Corporation (the "Company") may offer from time to
time its debt securities consisting of debentures, notes and/or other
unsecured evidences of indebtedness ("Debt Securities") at an aggregate
initial offering price of not more than $150,000,000 (or the equivalent in
foreign currency or composite currencies). The Debt Securities may be offered
as separate series in amounts, at prices and on terms to be determined at the
time of sale and to be set forth in supplements to this Prospectus. The
Company may sell Debt Securities to or through underwriters to be designated
from time to time, and may also sell Debt Securities directly to other
purchasers or through agents or broker-dealers. See "Plan of Distribution".
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, currency or currencies of
denomination and payment, maturity, rate (which may be fixed or variable) and
time of payment of interest, if any, terms for redemption at the option of the
Company or the holder, if any, terms for sinking fund payments, if any, the
initial public offering price, the names of any underwriters or agents, the
principal amounts, if any, to be purchased by underwriters, the compensation,
if any, of such underwriters or agents and any other terms in connection with
the offering and sale of the Debt Securities with respect to which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement ("Prospectus Supplement").
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is December ___, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C., 20549, or at
the Commission's regional offices located at 1400 Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60601 and Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports,
proxy statements and other information concerning the Company also may be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, which may be
inspected without charge at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and copies of which may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
Exchange Act, are incorporated in this Prospectus by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for quarters ended
May 31, 1995 and August 31, 1995.
(3) The Company's Current Report on Form 8-K dated June 26, 1995.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such documents should be directed to
International Multifoods Corporation, 33 South 6th Street, P.O. Box 2942,
Minneapolis, Minnesota 55402, Attention: Secretary (telephone (612) 340-3579).
THE COMPANY
International Multifoods Corporation, incorporated in Delaware in 1969 as
the successor to a business founded in 1892, operates in three businesses:
foodservice distribution in the United States, bakery products in the United
States and Canada, and bakery and agricultural products in Venezuela.
The Foodservice Distribution segment includes the vending distribution
business; the limited-menu distribution business, which comprises the limited-
menu distribution business of Leprino Foods Company acquired in fiscal year
1995 and the former Pueringer limited-menu foodservice distribution business;
and the food exporting business. The Company is the largest U.S. vending
distributor, serving approximately 14,000 vending and office coffee service
operators and other concessionaires. The Company's limited-menu distribution
business delivers a broad selection of cheeses, meats, snacks, paper goods and
other products, including pizza ingredients, to independent pizza restaurants
and other select limited-menu operators, including sandwich shops, Mexican
restaurants, bakery shops and movie theaters. The Company also markets and
exports a variety of goods, primarily food products.
The Bakery segment comprises bakery products for foodservice, retail bakery,
in-store bakery and wholesale bakery customers in North America and consumer
products in Canada, which include primarily home baking products and
condiments. The Company's North America Bakery division produces
approximately 3,000 bakery mix products, including mixes for breads, rolls,
bagels, donuts, muffins, danish, cakes, cookies, brownies, bars and pizza
crusts, as well as fillings and icings. In addition, the Company manufactures
and markets frozen desserts. In Canada, the Company also produces wheat
flour, durum and oat products. The Company's consumer products division
markets flour, specialty baking mixes, hot cereals and pickles, relishes and
other condiments to consumers in Canada.
The Venezuela Foods segment includes consumer products for home baking,
bakery products for food processors and commercial and retail bakeries, and
products for the agricultural sector. The Company's Venezuelan subsidiary is
one of the largest food companies in Venezuela and the second-largest producer
of animal feeds for the agricultural sector. The Company's consumer products
include wheat flour, corn flour, whole grain rice, rice flour and oat cereals,
which are sold to grocery stores. The Company also sells wheat flour and
prepared bakery mixes to food processors and commercial and retail bakeries.
The Company's animal feeds are sold to animal producers and farm distributors.
The Company's principal executive offices are located at 33 South 6th
Street, P.O. Box 2942, Minneapolis, Minnesota 55402, and its telephone number
is (612) 340-3300.
USE OF PROCEEDS
Except as may be set forth in the Prospectus Supplement, the net proceeds to
be received by the Company from the issuance and sale of the Debt Securities
offered hereby may be used to reduce short-term and other indebtedness, to
finance acquisitions, to provide working capital and for other general
corporate purposes. The precise amount and timing of the application of such
proceeds have not yet been determined and will depend upon the funding
requirements of the Company and the availability and cost of other funds.
Pending such use, a portion of such funds may be invested in short-term
marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Six Months Ended Fiscal Year Ended Last Day of February
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August 31, August 31,
1995 1994 1995 1994 1993 1992 1991
1.69 4.92 3.80 .40 3.57 3.12 2.85
For the year ended February 28, 1994, earnings were inadequate to cover
fixed charges. The deficiency for fiscal 1994 was $13,463,000. In fiscal
1994, the Company recognized unusual charges of $70.0 million relating to the
disposition of certain underperforming assets and the reorganization of
remaining operations. The reorganization entailed the consolidation and
closing of certain U.S. and Canadian facilities, plant rationalization and
organizational changes. Exclusive of these unusual items, the ratio of
earnings to fixed charges would have been 3.50 for the year ended February 28,
1994.
For purposes of computing the ratios, earnings represent earnings from
continuing operations before income taxes plus fixed charges (excluding
capitalized interest). Earnings from continuing operations before income
taxes have also been adjusted to reflect income received (but not
undistributed amounts) from less-than-fifty-percent-owned persons and the full
amount of losses of majority-owned subsidiaries. Fixed charges include all
interest (including capitalized interest) and the portion of rents deemed
representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The specific terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent, if any,
to which such general provisions may apply to the Debt Securities so offered
will be described in the Prospectus Supplement relating to such Offered Debt
Securities.
The Offered Debt Securities are to be issued in one or more series under an
Indenture dated as of January 1, 1990, as supplemented by the First
Supplemental Indenture dated as of May 29, 1992, and as further amended and
supplemented from time to time (the "Indenture"), between the Company and
First Trust of New York, National Association (successor to Morgan Guaranty
Trust Company of New York), as trustee (the "Trustee"), copies of which are
exhibits to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions of certain terms contained in the
Indenture. Wherever particular sections or defined terms of the Indenture are
referred to, such sections or defined terms are incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Indenture. Section numbers set forth below
refer to provisions of the Indenture.
General
The Debt Securities will be unsecured obligations of the Company and will
rank on a parity with all other unsecured and unsubordinated indebtedness of
the Company.
The Indenture does not limit the aggregate principal amount of the Debt
Securities which may be issued thereunder and provides that Debt Securities
may be issued thereunder from time to time in one or more series. (Section
301)
Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms thereof: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the Offered
Debt Securities; (3) the date or dates on which the Offered Debt Securities
will mature; (4) the rate or rates per annum (or the method of calculating
such rate) at which the Offered Debt Securities will bear interest, if any,
and the date from which such interest, if any, will accrue; (5) the times at
which any such interest will be payable; (6) the dates, if any, on which and
the price or prices at which the Offered Debt Securities may, pursuant to any
mandatory or optional sinking fund provisions, be redeemed by the Company and
other detailed terms and provision of any such sinking funds; (7) the date, if
any, after which and the price or prices at which the Offered Debt Securities
may, pursuant to any optional redemption provisions, be redeemed at the option
of the Company or of the holder thereof and other detailed terms and
provisions of any such optional redemption; (8) if the Offered Debt Securities
are Original Issue Discount Securities, the amount (or the method of
calculating such amount) of principal payable upon acceleration of such Debt
Securities following an Event of Default; (9) the coin or currency, which may
be a composite currency such as the European Currency Unit, in which payment
of the principal of (and premium, if any) and interest on the Offered Debt
Securities will be made if other than the coin or currency of the United
States; (10) any provisions enabling the Company or Holders of Offered Debt
Securities to elect to make or receive payments of the principal of and any
premium or interest on the Offered Debt Securities in a coin or currency other
than that in which the Offered Debt Securities are stated to be payable; (11)
the manner in which the amount of payments of principal of (and premium, if
any) or interest on the Offered Debt Securities is to be determined if such
determination is to be made with reference to an index; (12) the right of the
Company to defease the Offered Debt Securities or certain covenants under the
Indenture; (13) whether the Offered Debt Securities will be issued in whole or
in part in the form of one or more Global Securities and the Depository
therefor; and (14) any other terms of the Offered Debt Securities. (Section
301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of (and premium, if any) and interest on the Offered Debt Securities
will be payable, and the Offered Debt Securities will be exchangeable and
transfers thereof will be registrable, at the Corporate Trust Office of the
Trustee, provided that, at the option of the Company, payment of any interest
may be made by check mailed to the address of the Person entitled thereto as
it appears in the Security Register. (Sections 301, 305 and 1002)
In addition, unless otherwise indicated in the Prospectus Supplement
relating thereto, the Offered Debt Securities will be issued only in fully
registered form without coupons in denominations of $1,000 or any integral
multiple thereof. (Section 302) No service charge will be made for any
transfer or exchange of the Offered Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from their stated
principal amount. If the Offered Debt Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus
Supplement relating thereto.
Restricted and Unrestricted Subsidiaries
Certain of the restrictive provisions of the Indenture are applicable to the
Company and its Restricted Subsidiaries and do not apply to Unrestricted
Subsidiaries. The assets and indebtedness of Unrestricted Subsidiaries are
not consolidated with those of the Company and its Restricted Subsidiaries in
calculating Consolidated Net Tangible Assets under the Indenture.
"Unrestricted Subsidiaries" are defined as (1) any Subsidiary substantially
all of the physical properties of which are located, or substantially all of
the business of which is carried on, outside the United States of America, its
territories and possessions, and Canada, (2) certain finance Subsidiaries, (3)
certain inactive Subsidiaries and (4) any majority-owned Subsidiary of an
Unrestricted Subsidiary. "Restricted Subsidiaries" are all Subsidiaries other
than Unrestricted Subsidiaries. The term "Subsidiary" means a corporation
more than 50% of the outstanding Voting Stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. (Section 101)
The Company may change the designation of a Restricted Subsidiary to an
Unrestricted Subsidiary, unless such Restricted Subsidiary (1) owns an
Operating Property or (2) owns shares of stock or indebtedness of another
Restricted Subsidiary. In addition, neither the Company nor any Restricted
Subsidiary may transfer an Operating Property, or shares of stock or
indebtedness of a Restricted Subsidiary, to an Unrestricted Subsidiary.
(Section 1014)
An Unrestricted Subsidiary may not be designated a Restricted Subsidiary
unless, after giving effect thereto, the aggregate amount of all indebtedness
of the Company and its Restricted Subsidiaries secured by mortgages which
would otherwise be subject to the restrictions described under "Certain
Covenants of the Company--Restrictions on Liens" and the Value of all Sale and
Lease-back Transactions in existence at such time (other than any Sale and
Lease-back Transaction permitted under clause (3) under "Certain Covenants of
the Company--Restrictions on Sale and Lease-back Transactions") does not at
the time exceed 10% of Consolidated Net Tangible Assets. (Section 1015)
Certain Covenants of the Company
Restrictions on Liens. The Indenture provides that the Company will not,
and will not permit any Restricted Subsidiary to, issue, assume or guarantee
any indebtedness for money borrowed (herein referred to as "Debt") if such
Debt is secured by any mortgage, security interest, pledge, lien or other
encumbrance (herein referred to as a "mortgage") upon any Operating Property
of the Company or any Restricted Subsidiary or any shares of stock or
indebtedness of any Restricted Subsidiary, whether owned at the date of the
Indenture or thereafter acquired, without effectively securing the Debt
Securities equally and ratably with such Debt. The foregoing restriction does
not apply to (1) mortgages on any property acquired, constructed or improved
after May 29, 1992 which are created or assumed within 180 days after such
acquisition, construction or improvement (or within six months thereafter
pursuant to a firm commitment for financing arrangements entered into within
such 180-day period) to secure or provide for the payment of the purchase
price or cost thereof incurred after May 29, 1992; (2) mortgages existing on
property at the time of its acquisition (including acquisition through merger
or consolidation) and mortgages on property of any corporation existing at the
time it becomes a Restricted Subsidiary; (3) mortgages to secure Debt of a
Restricted Subsidiary to the Company or to another Restricted Subsidiary; (4)
mortgages in favor of governmental bodies to secure partial progress, advance
or other payments pursuant to any contract or statute or to secure
indebtedness incurred to finance the purchase price or cost of constructing or
improving the property subject to such mortgages; or (5) mortgages for
extending, renewing or replacing Debt secured by any mortgage referred to in
the foregoing clauses (1) to (4), inclusive, or in this clause (5) or any
mortgages existing on May 29, 1992. Such restriction does not apply to the
issuance, assumption or guarantee by the Company or any Restricted Subsidiary
of Debt secured by a mortgage which would otherwise be subject to the
foregoing restrictions up to an aggregate amount which, together with all
other secured Debt of the Company and its Restricted Subsidiaries (not
including secured Debt existing on May 29, 1992 and secured Debt permitted
under the foregoing exceptions) and the Value of Sale and Lease-back
Transactions existing at such time (other than Sale and Lease-back
Transactions the proceeds of which have been applied to the retirement of Debt
Securities or of certain long-term indebtedness or to the purchase of one or
more other Operating Properties, and other than Sale and Lease-back
Transactions in which the property involved would have been permitted to be
mortgaged under clause (1) above), does not exceed 10% of Consolidated Net
Tangible Assets. (Section 1007)
Restrictions on Sale and Lease-back Transactions. Sale and Lease-back
Transactions by the Company or any Restricted Subsidiary of any Operating
Property are prohibited (except for temporary leases for a term, including
renewals, of not more than 36 months and except for leases between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries) unless the net
proceeds of such Sale and Lease-back Transactions are at least equal to the
fair value (as determined by the Board of Directors of the Company) of the
Operating Property to be leased and either (1) the Company or such Restricted
Subsidiary would be entitled to incur Debt secured by a mortgage on the
property to be leased without securing the Debt Securities pursuant to clause
(1) under "Restrictions on Liens" or (2) the Value thereof would be an amount
permitted under the last sentence under "Restrictions on Liens" or (3) the
Company applies an amount equal to the fair value (as so determined) of such
property (a) to the redemption or repurchase of Debt Securities, (b) to the
payment or other retirement of certain long-term indebtedness of the Company
or a Restricted Subsidiary or (c) to the purchase of one or more Operating
Properties (other than that involved in such Sale and Lease-back Transaction).
(Section 1008)
Certain Definitions
The term "Consolidated Net Tangible Assets" is defined to mean the total of
all the assets (less applicable reserves for depreciation, amortization,
doubtful receivables and other asset reserves) appearing on the consolidated
balance sheet of the Company and its Restricted Subsidiaries less the
following: (1) current liabilities; (2) intangible assets such as goodwill,
trademarks, trade names and patents; (3) appropriate adjustments on account of
minority interests of other persons holding stock in any Restricted
Subsidiary; and (4) unamortized debt discount and expense. (Section 101)
The term "Operating Property" is defined to mean any manufacturing or
processing plant, retail store, warehouse or distribution center, together
with the land upon which it is situated, located within the United States of
America or its territories or possessions or in Canada and owned and operated
now or hereafter by the Company or any Restricted Subsidiary and having a net
book value on the date as of which the determination is being made of more
than 0.5% of Consolidated Net Tangible Assets other than property which, in
the opinion of the Board of Directors of the Company, is not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries taken as a whole. (Section 101)
The term "Value" is defined to mean, with respect to a Sale and Lease-back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds from the sale or transfer of the property leased pursuant to
such Sale and Lease-back Transaction or (2) the fair value in the opinion of
the Board of Directors of the Company of such property at the time of entering
into such Sale and Lease-back Transaction, in either case multiplied by a
fraction, the numerator of which shall be equal to the number of full years of
the term of the lease remaining at the time of determination and the
denominator of which shall be equal to the number of full years of such term,
without regard to any renewal or extension options contained in the lease.
(Section 101)
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any particular provisions relating to such Offered
Debt Securities, including any additional restrictive covenants that may be
included in the terms thereof.
Unless otherwise indicated in a Prospectus Supplement, the covenants
described above and in the Offered Debt Securities would not necessarily
afford Holders of the Offered Debt Securities protection in the event of a
highly leveraged transaction involving the Company, such as a leveraged
buyout.
Merger and Consolidation
The Indenture provides that the Company may, without the consent of the
Holders of the Debt Securities, consolidate with or merge into any other
corporation, or convey, transfer or lease its properties and assets
substantially as an entirety to any person, or permit any person to
consolidate with or merge into the Company or to convey, transfer or lease its
properties and assets substantially as an entirety to the Company, provided
that in any such case (1) the successor corporation, if other than the
Company, shall be a domestic corporation and such corporation shall assume by
a supplemental indenture the Company's obligations under the Indenture and the
Debt Securities, (2) immediately after such transaction, no Event of Default
and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing, (3) if as a result of
any such merger, consolidation, or such conveyance, transfer or lease,
properties or assets of the Company would become subject to a mortgage (as
defined) which would not be permitted under "Restrictions on Liens" described
above, the Debt Securities would be secured, equally and ratably with (or
prior to) all indebtedness so secured and (4) the Company has delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease complies with the
Indenture and that all conditions precedent in the Indenture relating to such
transaction have been complied with. Upon compliance with these provisions by
a successor corporation in connection with a consolidation with or merger of
the Company into, or conveyance, transfer or lease to, such successor
corporation, the Company (except in the case of a lease) would be relieved of
its obligations under the Indenture and the Debt Securities. (Sections 801
and 802)
Events of Default
The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events: (1) default for 30 days
in any payment of interest on such series; (2) default in any payment of
principal of (or premium, if any, on) such series when due; (3) default in the
payment of any sinking fund installment with respect to such series when due;
(4) default for 60 days after appropriate notice in performance of any other
covenant or warranty in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of series of Debt Securities
other than that series); (5) default under any outstanding evidence or
evidences of Debt in an aggregate principal amount in excess of $10,000,000 by
the Company or any Restricted Subsidiary (including certain defaults with
respect to Debt Securities other than that series) or under any mortgage,
indenture or instrument under which any such Debt is issued or secured
(including the Indenture), which results in acceleration of the maturity of
such Debt without such acceleration having been rescinded or annulled, or such
Debt having been discharged such that the aggregate amount of such Debt
subject to acceleration and not discharged remains in excess of $10,000,000,
within 10 days after written notice as provided in the Indenture; (6) certain
events in bankruptcy, insolvency or reorganization; or (7) any other Event of
Default provided with respect to Debt Securities of that series. In case an
Event of Default shall occur and be continuing with respect to any series of
Debt Securities, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Debt Securities of that series may declare
the principal of such series (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms of that series) to be immediately due and payable. Any
Event of Default with respect to a particular series of Debt Securities may be
waived by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of such series, except in each case a failure to
pay principal of (or premium, if any) or interest on such Debt Security or in
respect of a provision which under the Indenture cannot be modified without
the consent of the Holder of each Outstanding Debt Security of the series
affected. (Sections 501, 502, 513)
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.
The Indenture requires the Company to file annually with the Trustee an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 1016) The Indenture provides that the Trustee will,
within 90 days after the occurrence of a default in respect to the Debt
Securities of any series, transmit by mail to all Holders of such Debt
Securities notice of any default known to the Trustee, unless such default
shall have been cured or waived, provided that the Trustee may withhold notice
to the Holders of such Debt Securities of any default (except in payment of
principal (or premium, if any) or interest or any sinking fund installment) if
it considers it in the interest of the Holders of such Debt Securities to do
so. (Section 602)
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the
Indenture provides that the Trustee shall be under no obligation to exercise
any of its rights or powers under the Indenture at the request or direction of
the Holders of the Debt Securities unless such Holders shall have offered to
the Trustee reasonable indemnity. (Sections 601, 603) Subject to such
provisions for indemnification and certain other rights of the Trustee, the
Indenture provides that the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of any series affected shall have
the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series.
However, the Indenture provides that the Trustee need take no action which
would be unduly prejudicial to the Holders not joining such direction.
(Sections 512, 603)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless (1) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt
Securities of that series, (2) the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, (3) the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request within 60 days of such notice, request and offer of indemnity and (4)
the Trustee shall have failed to institute such proceeding within that 60 day
period. (Section 507) However, the Holder of any Debt Security will have an
absolute right to receive payment of the principal of (and premium, if any)
and interest on such Debt Security on or after the due dates expressed in such
Debt Security and to institute suit for the enforcement of any such payment.
(Section 508)
Modification and Waiver
Modification and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of at least a majority of the
principal amount of the Outstanding Debt Securities of each series affected by
such modifications or amendments; provided, however, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (1) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Debt Security, (2)
reduce the principal amount of, the rate of interest on, or any premium
payable on redemption of any Debt Security, or reduce the amount of principal
of an Original Issue Discount Security that would be due and payable upon
acceleration, (3) change the place or currency of payment of principal of, or
any premium or interest on, any Debt Security, (4) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Debt Security after the Stated Maturity thereof, or (5) reduce the percentage
in principal amount of Outstanding Debt Securities of any series, the consent
of whose Holders is required for modification or amendment of the Indenture,
for waiver of compliance with certain provisions of the Indenture or for
waiver of certain defaults. (Section 902)
The Holders of at least a majority of the principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
Indenture. (Section 1017)
Defeasance of Debt Securities or Certain Covenants in Certain Circumstances
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series pursuant to Section 301 of the Indenture, that the
Company may elect either (1) to defease and be discharged from any and all
obligations with respect to such Debt Securities (except for the obligations
to register the transfer or exchange of such Debt Securities, to replace
temporary or mutilated, destroyed, lost and stolen Debt Securities, to
maintain an office or agency in respect of the Debt Securities and to hold
moneys for payment in trust) ("defeasance") or (2) to be released from its
obligations with respect to such Debt Securities under the restrictions
described under "Certain Covenants of the Company--Restrictions on Liens" and
"--Restrictions on Sale and Lease-back Transactions", respectively, in which
case the events described in clause (4) under "Events of Default" shall no
longer be an Event of Default with respect to such Debt Securities ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying
trustee), in trust for such purpose, of money, and/or U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount sufficient to pay the
principal of (and premium, if any) and interest on such Debt Securities, and
any mandatory sinking fund or analogous payments thereon, on the scheduled due
dates therefor. Such a trust may only be established if, among other things,
the Company has delivered to the Trustee an opinion of counsel (as specified
in the Indenture) to the effect that the Holders of such Debt Securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such defeasance or covenant defeasance had not
occurred. Such opinion, in the case of defeasance under clause (1) above,
must refer to and be based upon a ruling of the Internal Revenue Service or a
change in applicable Federal income tax law occurring after the date of the
Indenture. The Prospectus Supplement may further describe the provisions, if
any, permitting such defeasance or covenant defeasance with respect to the
Debt Securities of a particular series. (Sections 1009 through 1013,
inclusive)
In the event the Company exercises its option to omit compliance with
certain covenants of the Indenture with respect to any series of Debt
Securities and the Debt Securities of such series are declared due and payable
because of the occurrence of any Event of Default, the amount of money and
U.S. Government Obligations on deposit with the Trustee will be sufficient to
pay amounts due on the Debt Securities of such series at the time of their
Stated Maturity but may not be sufficient to pay amounts due on the Debt
Securities of such series at the time of the acceleration resulting from such
Event of Default. However, the Company shall remain liable for such payments.
The Prospectus Supplement will state if any defeasance provision will apply
to the Offered Debt Securities.
Concerning the Trustee
First Trust of New York, National Association, the Trustee under the
Indenture, is also trustee with respect to another series of debt securities
issued pursuant to the Indenture. In the ordinary course of its business,
affiliates of the Trustee have engaged and may in the future engage in
commercial banking transactions with the Company and its affiliates.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters and also may
sell Debt Securities directly to other purchasers or through agents.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and commissions,
under the Securities Act. Any such underwriters or agents will be identified
in the Prospectus Supplement. Any such compensation received by such
underwriters from the Company will also be described in the Prospectus
Supplement. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. The Company may also offer and sell Debt
Securities in exchange for securities of one or more of its outstanding issues
of debt securities.
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as agents of the Company to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions except that the purchase of the
Offered Debt Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The dealers
and such other persons will not have any responsibility in respect of the
validity or performance of such contracts.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
The Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be obligated to do
so and may discontinue any market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Debt
Securities.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities offered hereby is being passed upon for
the Company by Frank W. Bonvino, General Counsel of the Company, and for any
underwriter by Skadden, Arps, Slate, Meagher & Flom, Chicago, Illinois. Mr.
Bonvino may rely on Skadden, Arps, Slate, Meagher & Flom as to matters of New
York law. The opinions of Mr. Bonvino and Skadden, Arps, Slate, Meagher &
Flom will be conditioned upon, and subject to certain assumptions regarding,
future action required to be taken by the Company and the Trustee in
connection with the issuance and sale of any particular Debt Securities, the
specific terms of Debt Securities and other matters that may affect the
validity of Debt Securities but that cannot be ascertained on the date of such
opinions. At October 31, 1995, Mr. Bonvino was the beneficial owner of 18,835
shares of common stock of the Company, including 7,870 restricted shares, and
held options to purchase 26,775 additional shares.
EXPERTS
The consolidated financial statements and financial statement schedule of
the Company and subsidiaries as of the last day of February, 1995 and 1994 and
for each of the years in the three-year period ended February 28, 1995
incorporated herein by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended February 28, 1995 have been incorporated herein in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of such firm as experts in accounting and auditing.
- ----------------------------------------- -----------------------------
No dealer, salesperson or any other
person has been authorized to give any
information or to make any representation
not contained or incorporated by
reference in this Prospectus or the $150,000,000
applicable Prospectus Supplement or
Prospectus Supplements and if given or
made, such information or representation
must not be relied upon as having been
authorized by the Company or any
underwriter or agent. This Prospectus
and the applicable Prospectus Supplement International
or Prospectus Supplements do not Multifoods
constitute an offer to sell or a Corporation
solicitation of an offer to buy any of
the securities offered hereby and
thereby in any jurisdiction to any
person to whom it is unlawful to make
such offer in such jurisdiction. The
delivery of this Prospectus or the
applicable Prospectus Supplement or
Prospectus Supplements at any time does
not imply that the information herein
or therein is correct as of any time Debt Securities
subsequent to their respective dates.
-------------------------
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of
Certain Documents by Reference 2 -------------------------
The Company 3 PROSPECTUS
Use of Proceeds 3 -------------------------
Ratios of Earnings to Fixed Charges 4
Description of Debt Securities 4
Plan of Distribution 10
Validity of Debt Securities 11
Experts 11
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee $ 30,000
Legal fees and expenses 100,000
Printing and engraving 15,000
Accountants' fees and expenses 15,000
Trustee's fees and expenses 2,500
Rating agencies' fees 80,000
Blue Sky fees and expenses 5,000
Miscellaneous 2,500
-------
Total $250,000*
=======
_____________
* All amounts are estimates except for the SEC registration fee.
Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, the directors and
officers of the Company are entitled, under certain circumstances, to be
indemnified by it against all expenses and liabilities incurred by or imposed
upon them as a result of suits brought against them as such directors and
officers, if they act in good faith and in a manner they reasonably believe to
be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, have no reasonable cause to believe
their conduct was unlawful, except that no indemnification shall be made
against expenses in respect of any claim, issue or matter as to which they
shall have been adjudged to be liable to the Company, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the Company only as authorized in each specific
case upon a determination by the stockholders, independent legal counsel or
the disinterested directors that indemnification is proper in the
circumstances because the indemnitee has met the applicable statutory standard
of conduct.
The Restated Certificate of Incorporation, as amended, and the Bylaws of the
Company provide that the officers and directors of the Company and certain
others shall be indemnified to the fullest extent permitted or authorized by
the Delaware General Corporation Law. The Restated Certificate of
Incorporation, as amended, and the Bylaws of the Company also provide that a
director shall not be personally liable to the Company or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to the Company
or its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) under the
Delaware statutory provision making directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions, or (4) for any
transaction from which the director derived any improper personal benefit.
The Company has entered into agreements with its directors and executive
officers which provide that the Company shall indemnify such persons to the
fullest extent authorized by the Delaware General Corporation Law. Such
agreements also set forth certain procedures with regard to advances,
settlement, maintenance of insurance, notification of claims and defense of
claims.
The Company maintains a standard policy of directors' and officers'
liability insurance.
Item 16. Exhibits.
Number Description
4.1 Indenture dated as of January 1, 1990 between the Company
and First Trust of New York, National Association
(successor to Morgan Guaranty Trust Company of New York),
as Trustee (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 the Company and First Trust of New York, National
Association (successor to Morgan Guaranty Trust Company of
New York), as Trustee (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).
5 Opinion of Frank W. Bonvino, Esq.
12 Calculation of Ratios of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12 to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1995 and Exhibit 12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
August 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Frank W. Bonvino, Esq. (included in Exhibit 5).
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of First Trust of New York,
National Association.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof, or
otherwise (but that term shall not include the insurance policy referred to in
Item 15), the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 21st day of
December, 1995.
INTERNATIONAL MULTIFOODS CORPORATION
By /s/ Anthony Luiso
Anthony Luiso
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 21, 1995.
Signature Title
/s/ Anthony Luiso Chairman of the Board, President
Anthony Luiso and Chief Executive Officer
(Principal Executive Officer and
Director)
/s/ Duncan H. Cocroft Vice President - Finance, Chief
Duncan H. Cocroft Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and Controller
Dennis R. Johnson (Principal Accounting Officer)
*
James G. Fifield Director
*
Robert M. Price Director
*
Nicholas L. Reding Director
*
Jack D. Rehm Director
*
Lois D. Rice Director
*
Peter S. Willmott Director
* By /s/ Anthony Luiso
Anthony Luiso
Attorney-in-Fact
EXHIBIT INDEX
Number Description
4.1 Indenture dated as of January 1, 1990 between the Company and
First Trust of New York, National Association (successor to
Morgan Guaranty Trust Company of New York), as Trustee
(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 the Company and First Trust of New York, National
Association (successor to Morgan Guaranty Trust Company of
New York), as Trustee (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).
5 Opinion of Frank W. Bonvino, Esq.
12 Calculation of Ratios of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1995 and Exhibit 12 to the Company's Quarterly
Report on Form 10-Q for the quarter ended August 31, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Frank W. Bonvino, Esq. (included in Exhibit 5).
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of First Trust of New York,
National Association.
Exhibit 5
[International Multifoods Corporation -
Law Department Letterhead]
December 21, 1995
(612) 340-3579
Board of Directors
International Multifoods Corporation
33 South 6th Street
P.O. Box 2942
Minneapolis, Minnesota 55402
Re: Registration Statement on Form S-3
$150,000,000 of Debt Securities
Ladies and Gentlemen:
Reference is made to the proposed issuance and sale from time to time
by International Multifoods Corporation, a Delaware corporation (the
"Company"), of up to $150,000,000 aggregate initial offering price of its
debt securities (the "Debt Securities") and the Company's Registration
Statement on Form S-3 (the "Registration Statement") with respect to such
Debt Securities to be filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). The Debt Securities are to be issued and sold in
accordance with resolutions of the Company's Board of Directors
adopted on December 15, 1995 (the "Resolutions") and under and pursuant to
the provisions of the Indenture dated as of January 1, 1990 between the
Company and First Trust of New York, National Association (successor to
Morgan Guaranty Trust Company of New York), as trustee (the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of May 29, 1992
and such subsequent supplemental Indentures as may be entered into from time
to time by the Company and the Trustee (such Indenture as so
supplemented being hereinafter called the "Indenture").
I have examined such documents and have reviewed such questions of law
as I have considered necessary and appropriate for the purposes of this
opinion.
In rendering the opinion set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness
of all signatures and the conformity to authentic originals of all
documents submitted to me as copies. I have also assumed the legal
capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto other
than the Company, that such parties had the requisite power and authority
(corporate or otherwise) to execute, deliver and perform such agreements or
instruments, that such agreements or instruments have been duly authorized
by all requisite action (corporate or otherwise), executed and delivered by
such parties and that such agreements or instruments are the valid, binding
and enforceable obligations of such parties. As to questions of fact
material to my opinion, I have relied upon certificates of public officials.
Based on the foregoing, I am of the opinion that when the specific
terms of a series of Debt Securities have been established in accordance
with the Resolutions and the Indenture, such series of Debt Securities will
have been duly authorized by all requisite corporate action and, when
executed, authenticated and delivered against payment therefor in
accordance with the Resolutions and the Indenture, will constitute valid
and binding obligations of the Company, enforceable in accordance with the
terms of such series.
The opinion set forth above is subject to the following qualifications
and exceptions:
(a) In rendering the opinion set forth above, I have assumed that,
at the time of the authentication and delivery of a series of
Debt Securities, the Resolutions will not have been modified or
rescinded; there will not have occurred any change in the law
affecting the authorization, execution, delivery, validity or
enforceability of the Debt Securities; the Registration Statement
will have been declared effective by the Commission and will
continue to be effective; the Indenture will have been qualified
under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and will continue to be qualified; the Debt
Securities of such series will have been offered and sold
pursuant to the terms described in the Registration Statement and
in compliance with the Securities Act, the Trust Indenture Act
and any applicable state securities laws; and none of the
particular terms of a series of Debt Securities will violate any
applicable law and neither the issuance and sale thereof nor the
compliance by the Company with the terms thereof will result in a
violation of any agreement or instrument then binding upon the
Company or any order of any court or governmental body having
jurisdiction over the Company.
(b) My opinion is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar law of general application affecting creditors' rights.
(c) My opinion is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, and other similar
doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding in equity or at
law).
(d) As of the date of this opinion, a judgment for money in an
action based on a Debt Security denominated in a foreign currency
or currency unit, in a federal or state court in the United
States, ordinarily would be enforced in the United States only in
United States dollars. The date used to determine the rate of
conversion into United States dollars of the foreign currency or
currency unit in which a particular Debt Security is denominated
will depend upon various factors, including which court renders
the judgment.
(e) Minnesota Statutes, Section 290.371, Subdivision 4, provides
that any corporation required to file a Notice of Business
Activities Report does not have a cause of action upon which it
may bring suit under Minnesota law unless the corporation has
filed a Notice of Business Activities Report and provides that
the use of the courts of the State of Minnesota for all contracts
executed and all causes of action that arose before the end of
any period for which a corporation failed to file a required
report is precluded. Insofar as my opinion may relate to the
valid, binding and enforceable character of any agreement in a
Minnesota court, I have assumed that any party seeking to enforce
such agreement has at all times been, and will continue at all
times to be, exempt from the requirement of filing a Notice of
Business Activities Report or, if not exempt, has duly filed, and
will continue to duly file, all Notice of Business Activities
Reports.
My opinion expressed above is limited to the laws of the State of
Minnesota, the General Corporation Law of the State of Delaware and the
federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption
"Validity of Debt Securities" contained in the Prospectus included therein.
Very truly yours,
/s/Frank W. Bonvino
Frank W. Bonvino
Vice President, General Counsel
and Secretary
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation:
We consent to incorporation by reference in this Registration Statement on
Form S-3 of International Multifoods Corporation of our reports dated April
12, 1995, relating to the consolidated balance sheets of International
Multifoods Corporation and subsidiaries as of February 28, 1995 and 1994
and the related consolidated statements of operations and cash flows and the
related financial statement schedule for each of the fiscal years
in the three-year period ended February 28, 1995, which reports appear in
and are incorporated by reference in the Annual Report on Form 10-K for the
fiscal year ended February 28, 1995, of International Multifoods
Corporation.
We consent to the reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 21, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Anthony Luiso and
Duncan H. Cocroft, and each of them, his or her true and lawful attorneys-
in-fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-3, and
any and all amendments (including post-effective amendments) thereto, for
the offer and sale of up to $150,000,000 of Debt Securities of
International Multifoods Corporation and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about
the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 15th
day of December, 1995, by the following persons:
/s/ James G. Fifield
James G. Fifield
/s/ Anthony Luiso
Anthony Luiso
/s/ Robert M. Price
Robert M. Price
/s/ Nicholas L. Reding
Nicholas L. Reding
/s/ Jack D. Rehm
Jack D. Rehm
/s/ Lois D. Rice
Lois D. Rice
/s/ Peter S. Willmott
Peter S. Willmott
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________________________________
FORM T - 1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
_____________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
_____________________________________
For information, contact:
Dennis Calabrese, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2502
_____________________________________
INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
International Multifoods Corporation
33 South Sixth Street
Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
_____________________________________
DEBT SECURITIES
Item 1. General Information.
Furnish the following information as to the trustee - -
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Comptroller of the Currency Washington, D. C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust of
New York, National Association, incorporated
herein by reference to Exhibit 1 of Form T-1,
Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National
Association, incorporated herein by reference
to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise
corporate trust powers for First Trust of
New York, National Association, incorporated
herein by reference to Exhibit 3 of Form T-1,
Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York,
National Association, Incorporated herein by
reference to Exhibit 4 of Form T-1,
Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York,
National Association, required by
Section 321(b) of the Act, incorporated herein
by reference to Exhibit 6 of Form T-1,
Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New York,
National Association, as of the close of
business on June 30, 1995, published pursuant
to law or the requirements of its supervising
or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, as amended, the trustee, First Trust of New York, National
Association, a national banking association organized and existing
under the laws of the United States, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and
State of New York, on the 1st day of December, 1995.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/David K. Leverich
David K. Leverich
Vice President
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 6/30/95
($000's)
6/30/95
Assets
Cash and Due From Depository Institutions $25,060
Federal Reserve Stock 3,150
Fixed Assets 828
Intangible Assets 69,700
Other Assets 6,623
Total Assets $105,361
Liabilities
Other Liabilities 1,096
Total Liabilities 1,096
Equity
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits (735)
Total Equity Capital 104,265
Total Liabilities and Equity Capital $105,361
To the best of the undersigned's determination, as of this date the
above financial information is true and correct.
First Trust of New York, N. A.
By: /s/David K. Leverich
Vice President
Date: December 1 , 1995
