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 29, 1996
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 6th 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 29, 1996 and
February 28, 1995, and the related statements of income and changes in plan
equity for the years ended February 29, 1996, February 28, 1995 and February
28, 1994. 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 29,
1996 and February 28, 1995, and the income and changes in plan equity for the
years ended February 29, 1996, February 28, 1995 and February 28, 1994 in
conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 8, 1996
Stock Purchase Plan of
Robin Hood Multifoods Inc.
Statements of Financial Condition
February 29, 1996 and February 28, 1995
(Expressed in Canadian Dollars)
1996 1995
Assets
Cash (Overdraft) $ (285) $ 1,295
Contributions receivable:
Employee 52,165 52,943
Employer 26,083 26,471
78,248 79,414
Investment in shares of common stock of
International Multifoods Corporation,
at fair market value:
1996 - 5,986 shares; cost $162,800;
1995 - 5,517 shares; cost $140,710 152,986 143,187
$230,949 $223,896
Plan Equity $230,949 $223,896
See accompanying notes to financial statements.
Stock Purchase Plan of
Robin Hood Multifoods Inc.
Statements of Income and Changes in Plan Equity
Years ended February 29, 1996, February 28, 1995 and February 28, 1994
(Expressed in Canadian Dollars)
1996 1995 1994
Investment income:
Cash dividends $ 21,462 $ 28,503 $ 22,125
Interest income 92 104 262
21,554 28,607 22,387
Increase (decrease) in
unrealized gain/loss on investment (12,291) 19,826 (21,672)
Realized gain (loss) on withdrawals
of common stock (note 3) (97,364) 104,296 (239,213)
Net investment gain (loss) (88,101) 152,729 (238,498)
Contributions and deposits:
Deposits by Members (note 5) 631,224 662,624 687,694
Contributions by participating
Employer, net of forfeitures
on termination (note 5) 308,699 326,465 341,169
Total contributions and deposits 939,923 989,089 1,028,863
Total increase in plan equity 851,822 1,141,818 790,365
Withdrawals:
Cash 6,550 8,113 7,164
Distributions in stock 838,219 1,159,792 855,331
Total withdrawals 844,769 1,167,905 862,495
Net increase (decrease)
in plan equity 7,053 (26,087) (72,130)
Balance of plan equity,
beginning of year 223,896 249,983 322,113
Balance of plan equity,
end of year $ 230,949 $ 223,896 $ 249,983
See accompanying notes to financial statements.
Stock Purchase Plan of
Robin Hood Multifoods Inc.
Notes to Financial Statements
February 29, 1996, February 28, 1995 and February 28, 1994
1. Summary of Significant Accounting Policies:
The accompanying financial statements have been 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 share and the share
values of the participants under the Plan at February 29, 1996 and February
28, 1995 were as follows:
1996 1995
Number of employees 272 280
Number of shares 5,986 5,517
Net asset value per share:
At cost $40.221 $40.134
At market 38.582 40.583
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
1996:
Aggregate market value/proceeds $ 838,219
Aggregate FIFO cost 935,583
Realized Loss $ (97,364)
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)
4. Income Taxes:
The Plan is not subject to U.S. or Canadian income taxes. Members are subject
to Canadian income tax each year on 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 years ended February 29, 1996, February 28,
1995 and February 28, 1994 are as follows:
Members 1996 1995 1994
Robin Hood Multifoods Inc. $569,937 $576,961 $588,091
Multifoods Inc. 61,287 80,957 92,702
Gourmet Baker Inc. - 4,706 6,901
$631,224 $662,624 $687,694
Employer 1996 1995 1994
Robin Hood Multifoods Inc. $279,432 $283,785 $292,358
Multifoods Inc. 29,267 40,326 45,360
Gourmet Baker Inc. - 2,354 3,451
$308,699 $326,465 $341,169
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 23, 1996 By /s/ Allan C. Turner
Allan C. Turner
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 May 8, 1996, relating to the statements of financial
condition of the Stock Purchase Plan of Robin Hood Multifoods Inc. as of
February 29, 1996 and February 28, 1995, and the related statements of
income and changes in plan equity for each of the years in the three-
year period ended February 29, 1996, which report appears in the
February 29, 1996 Annual Report on Form 11-K of International Multifoods
Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 23, 1996
