INTERNATIONAL MULTIFOODS CORP, DEF 14A, 1996-05-14

INTERNATIONAL MULTIFOODS CORP
DEF 14A, 1996-05-14
GRAIN MILL PRODUCTS

Previous: INTERNATIONAL BUSINESS MACHINES CORP, 10-Q, 1996-05-14

Next: NEW ENGLAND FUNDS TRUST II, 497, 1996-05-14

<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

International Multifoods Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]

INTERNATIONAL MULTIFOODS CORPORATION
33 SOUTH 6TH STREET
P.O. BOX 2942
MINNEAPOLIS, MINNESOTA 55402
612-340-3300

MAY 15, 1996

Dear Stockholder:

I am pleased to invite you to attend the Annual Meeting of Stockholders of
International Multifoods Corporation which will be held on Friday, June 21,
1996, at 10:00 a.m. local time, in the Lutheran Brotherhood Auditorium, 625
Fourth Avenue South, Minneapolis, Minnesota. The attached Notice of Annual
Meeting of Stockholders and Proxy Statement describe the matters to be acted
upon during the meeting.

Your copy of the Annual Report to Stockholders for the fiscal year ended
February 29, 1996 is enclosed or has been sent to you.

WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE IN ORDER TO MAKE CERTAIN THAT YOUR SHARES
WILL BE REPRESENTED AT THE MEETING.

Sincerely,

[LOGO]
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 21, 1996

TO THE STOCKHOLDERS OF
INTERNATIONAL MULTIFOODS CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
International Multifoods Corporation (the "Company") will be held on Friday,
June 21, 1996, at 10:00 a.m. local time, in the Lutheran Brotherhood Auditorium,
625 Fourth Avenue South, Minneapolis, Minnesota, for the following purposes:

1. To elect two directors for a term of three years;

2. To consider and vote on a proposal to approve the appointment by the
Board of Directors of the Company of KPMG Peat Marwick LLP as independent
auditors of the Company for the fiscal year ending February 28, 1997; and

3. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on May 1, 1996 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting of Stockholders and any adjournment thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND
DATE THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
NEEDS NO POSTAGE STAMP IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

FRANK W. BONVINO
SECRETARY

May 15, 1996
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION
33 SOUTH 6TH STREET
P.O. BOX 2942
MINNEAPOLIS, MINNESOTA 55402

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 21, 1996

GENERAL MATTERS

SOLICITATION OF PROXIES

This Proxy Statement is furnished to stockholders of International
Multifoods Corporation (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders of the Company to be held on June 21, 1996, and any adjournment
thereof (the "Annual Meeting"), for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. This Proxy Statement and the enclosed
form of proxy, along with the Company's Annual Report to Stockholders, are first
being sent to stockholders of the Company on or about May 15, 1996. The costs of
solicitation, including the cost of preparing and mailing this Proxy Statement,
are being paid by the Company. The Company has retained Georgeson & Company Inc.
to assist in the solicitation of proxies from stockholders for a fee of $5,500
plus out-of-pocket expenses. The solicitation by mail may be followed by
solicitation in person, or by telephone or facsimile, by regular employees of
the Company without additional compensation or by employees of Georgeson &
Company Inc. The Company will reimburse brokers, banks and other custodians and
nominees for their reasonable out-of-pocket expenses incurred in sending proxy
materials to beneficial owners of Common Stock (as defined below).

VOTING PROCEDURES

Only stockholders of record at the close of business on May 1, 1996 will be
entitled to vote at the Annual Meeting. As of that date, there were 17,994,868
shares of Common Stock, par value $.10 per share ("Common Stock"), issued and
outstanding and entitled to vote at the Annual Meeting. Holders of Common Stock
are entitled to one vote for each share held.

The presence at the Annual Meeting, in person or by proxy, of the holders of
a majority of the shares of Common Stock will constitute a quorum for the
transaction of business at the Annual Meeting. Assuming a quorum is present, the
two director nominees receiving a plurality of the votes cast at the Annual
Meeting by the holders of Common Stock present in person or represented by proxy
will be elected directors. With respect to the approval of all other matters to
come before the Annual Meeting, including the appointment of KPMG Peat Marwick
LLP as the independent auditors of the Company, the affirmative vote of a
majority of the total votes cast at the Annual Meeting by the holders of Common
Stock present in person or represented by proxy will be required.

A proxy, in the accompanying form, which is properly signed, received in
time for the Annual Meeting and not revoked will be voted in accordance with the
instructions contained thereon. With respect to the election of directors, a
stockholder may (i) vote for the nominees named herein as a group, (ii) withhold
authority to vote for the nominees as a group or (iii) vote for such nominees
other than any nominee the stockholder identifies in the appropriate space on
the proxy. With respect to each other matter submitted to the stockholders for a
vote, a stockholder may (i) vote "FOR" the matter, (ii) vote "AGAINST" the
matter or (iii) "ABSTAIN" from voting on the matter. If a stockholder elects to
abstain from voting on any matter, such abstention will be deemed to be a vote
cast at the Annual Meeting and therefore will have the effect of a vote against
such matter. If no specific instructions are indicated on the proxy, the shares
represented thereby will be voted FOR (i) the election of the two directors as
nominated and (ii) the approval of the appointment of KPMG Peat Marwick LLP as
the independent auditors of the Company and, with respect to such other matters
that may properly come before the Annual Meeting, in accordance with the
judgment of the persons named as proxies in

1
<PAGE>
the enclosed proxy. If a broker indicates on the proxy that it does not have
authority as to certain shares to vote on a particular matter, those shares will
not be considered as votes cast with respect to that matter and, therefore, will
not affect the outcome of the vote with respect to that matter.

A proxy may be revoked at any time prior to its exercise by giving written
notice of revocation to the Secretary of the Company, by submitting a properly
signed proxy that is dated subsequent to the earlier proxy or by written
revocation delivered in person at the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 13, 1996 (unless otherwise
noted), certain information with respect to all stockholders known to the
Company to be the beneficial owners of more than 5% of the Company's Common
Stock and certain information with respect to the beneficial ownership of shares
of the Company's Common Stock by each director, nominee and executive officer of
the Company named in the Summary Compensation Table under the heading "Executive
Compensation" below and all directors and executive officers of the Company as a
group. Unless otherwise noted, the stockholders listed in the table have sole
voting and investment powers with respect to the shares of Common Stock owned by
them.

<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NAME AND ADDRESS NATURE OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
- --------------------------------------------- -------------------- ------------
<S> <C> <C>
Archer-Daniels-Midland Company............... 1,621,650(1) 9.00%
4666 Faries Parkway
Decatur, Illinois 62526
State of Wisconsin Investment Board.......... 1,012,450(2) 5.63%
P.O. Box 7842
Madison, Wisconsin 53707
Anthony Luiso................................ 466,481(3) 2.54%
Duncan H. Cocroft............................ 168,366(4) *
Jay I. Johnson............................... 145,586(5) *
John E. Sampson.............................. 75,708(6) *
Peter S. Willmott............................ 52,040(7) *
James G. Fifield............................. 37,257(8) *
Devendra Mishra.............................. 36,862(9) *
Robert M. Price.............................. 30,511(10) *
Nicholas L. Reding........................... 18,293(11) *
Robert S. Wright............................. 16,367(12) *
Jack D. Rehm................................. 16,072(13) *
Lois D. Rice................................. 10,571(14) *
All Executive Officers and Directors
as a Group (16 persons).................... 1,292,538(15) 6.80%
</TABLE>

- ----------
* Less than 1%

(1)The information was reported on an amended Schedule 13D, dated June 4, 1993.

(2)The information was reported on an amended Schedule 13G, dated February 6,
1996.

(3)Includes 374,746 shares issuable pursuant to stock options which are
currently exercisable or which will become exercisable prior to May 13, 1996
and 5,450 shares held in trust for the benefit of Mr. Luiso under the
Employees' Voluntary Investment and Savings Plan of the Company (the
"Savings Plan").

2
<PAGE>
(4)Includes 140,454 shares issuable pursuant to stock options which are
currently exercisable or which will become exercisable prior to May 13, 1996
and 3,326 shares held in trust for the benefit of Mr. Cocroft under the
Savings Plan.

(5)Includes 129,454 shares issuable pursuant to stock options which are
currently exercisable and 2,416 shares held in trust for the benefit of Mr.
Johnson under the Savings Plan.

(6)Includes 52,750 shares issuable pursuant to stock options which are
currently exercisable or which will become exercisable prior to May 13, 1996
and 5,308 shares held in trust for the benefit of Mr. Sampson under the
Savings Plan.

(7)Includes 37,040 shares issuable pursuant to stock options which are
currently exercisable.

(8)Includes 31,257 shares issuable pursuant to stock options which are
currently exercisable.

(9)Includes 17,500 shares issuable pursuant to stock options which are
currently exercisable or which will become exercisable prior to May 13, 1996
and 102 shares held in trust for the benefit of Mr. Mishra under the Savings
Plan.

(10)Includes 29,386 shares issuable pursuant to stock options which are
currently exercisable and 800 shares held by Mr. Price in joint tenancy with
his wife.

(11)Includes 16,500 shares issuable pursuant to stock options which are
currently exercisable.

(12)Includes 4,000 shares issuable pursuant to stock options which are currently
exercisable and 367 shares held in trust for the benefit of Mr. Wright under
the Savings Plan.

(13)Includes 10,500 shares issuable pursuant to stock options which are
currently exercisable and 177 shares held by Mr. Rehm in joint tenancy with
his wife.

(14)Includes 9,663 shares issuable pursuant to stock options which are currently
exercisable.

(15)Includes 1,030,179 shares issuable pursuant to stock options which are
currently exercisable or which will become exercisable prior to May 13, 1996
and 26,752 shares held in trust for the benefit of the executive officers
under the Savings Plan.

ELECTION OF DIRECTORS

The Board of Directors of the Company is currently composed of seven members
divided into three classes. The members of each class are elected to serve
three-year terms with the term of office of each class ending in successive
years. James G. Fifield and Robert M. Price are the directors in the class whose
term expires at the Annual Meeting. The Board of Directors has nominated Messrs.
Fifield and Price for election to the Board of Directors at the Annual Meeting
for a term of three years, and each has agreed to serve if elected. The other
directors of the Company will continue in office for their existing terms.
Nicholas L. Reding and Jack D. Rehm are the directors in the class whose term
expires in 1997. Anthony Luiso, Lois D. Rice and Peter S. Willmott are the
directors in the class whose term expires in 1998. Proxies solicited by the
Board of Directors will, unless otherwise directed, be voted for the election of
the nominees named. In the event that any nominee becomes unavailable for
election at the Annual Meeting, the persons named as proxies will vote for a
substitute nominee as recommended by the Board of Directors.

The following sets forth certain biographical information, present
occupation and business experience for the past five years for each director and
director nominee:

3
<PAGE>

<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------

JAMES G. FIFIELD, 54 Director since 1990
[PHOTO] Mr. Fifield is President and Chief Executive Officer of EMI Music
(recording and music publishing), which office he has held since April
1989. Mr. Fifield is a director of THORN EMI plc.
- --------------------------------------------------------------------------------------------------

ANTHONY LUISO, 52 Director since 1988
[PHOTO] Mr. Luiso is Chairman of the Board, President and Chief Executive
Officer of the Company, which office he has held since July 1989. Mr.
Luiso is a director of Black & Decker Corporation and Mac Frugal's
Bargains - Close-outs, Inc.
- --------------------------------------------------------------------------------------------------

ROBERT M. PRICE, 65 Director since 1983
[PHOTO] Mr. Price is President of PSV, Inc. (management consulting--technology
and strategy), which position he has held since May 1990. Mr. Price is a
director of Fourth Shift Corp., Premark International, Inc., Public
Service Company of New Mexico and Rohr Industries, Inc.
- --------------------------------------------------------------------------------------------------

NICHOLAS L. REDING, 61 Director since 1988
[PHOTO] Mr. Reding is Vice Chairman of the Board of Monsanto Company (chemicals,
agriculture and pharmaceuticals), which office he has held since January
1993. From June 1990 to January 1993, Mr. Reding was Executive Vice
President-- Environment, Safety, Health & Manufacturing of Monsanto
Company. Mr. Reding is a director of Monsanto Company, CPI Corp. and
Meredith Corporation.
- --------------------------------------------------------------------------------------------------
</TABLE>

4
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------

JACK D. REHM, 63 Director since 1991
[PHOTO] Mr. Rehm is Chairman of the Board and Chief Executive Officer of
Meredith Corporation (diversified media), which office he has held since
July 1994. From July 1992 to July 1994, Mr. Rehm was Chairman of the
Board, President and Chief Executive Officer of Meredith Corporation.
Prior to July 1992, Mr. Rehm was President and Chief Executive Officer
of Meredith Corporation. Mr. Rehm is a director of Meredith Corporation
and Equitable of Iowa Companies, Inc.
- --------------------------------------------------------------------------------------------------

LOIS D. RICE, 63 Director since 1991
[PHOTO] Mrs. Rice is a guest scholar at The Brookings Institution (an education
and public policy research organization), a position she has held since
October 1991. Prior to October 1991, Mrs. Rice was Senior Vice
President-- Governmental Affairs and a director of Control Data
Corporation. Mrs. Rice is a director of Fleet Financial Group, Inc.,
Hartford Steam Boiler Inspection & Insurance Co., The McGraw-Hill
Companies and UNUM Corporation.
- --------------------------------------------------------------------------------------------------

PETER S. WILLMOTT, 58 Director since 1988
[PHOTO] Mr. Willmott is Chairman of the Board and Chief Executive Officer of
Willmott Services, Inc. (business consulting and retail), which position
he has held since June 1989. Mr. Willmott is a director of
Browning-Ferris Industries Inc., Federal Express Corporation, Mac
Frugal's Bargains - Close-outs, Inc., Maytag Corporation, Morgan Keegan
& Co., Inc. and Zenith Electronics Corporation.
- --------------------------------------------------------------------------------------------------
</TABLE>

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during the fiscal year ended
February 29, 1996, all of which were regularly scheduled meetings. During the
fiscal year, each director attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors plus the total number of meetings
held by all committees of the Board on which he or she served. The Board of
Directors has several committees which are described below.

AUDIT COMMITTEE. Messrs. Price, Rehm and Willmott and Mrs. Rice are members
of the Audit Committee. The Audit Committee recommends to the Board of Directors
annually the selection of independent accountants, reviews the activities and
reports of the Company's independent accountants, reviews the financial
statements to be included in the Annual Report to Stockholders and recommends
approval by the Board of Directors, monitors accounting and financial reporting
practices throughout the Company, reviews internal accounting controls and
monitors compliance with the Company's prescribed procedures, policies and code
of ethics. The Audit Committee held three meetings during the fiscal year ended
February 29, 1996.

BENEFIT INVESTMENT COMMITTEE. Messrs. Reding, Rehm and Willmott and Mrs.
Rice are members of the Benefit Investment Committee. The Benefit Investment
Committee establishes investment policies and

5
<PAGE>
guidelines for employee benefit plans, approves investment managers of employee
benefit plan assets and reviews investment performance of such plan assets. The
Benefit Investment Committee held three meetings during the fiscal year ended
February 29, 1996.

COMPENSATION COMMITTEE. Messrs. Fifield, Price, Reding and Rehm are members
of the Compensation Committee. The Compensation Committee approves the
compensation policies of the Company, determines the compensation paid to
officers of the Company, makes recommendations to the Board of Directors with
respect to the cash compensation of the Chief Executive Officer of the Company
and establishes and reviews performance standards under compensation programs
for officers of the Company. The Compensation Committee administers the
Company's stock option, stock-based incentive and bonus plans and makes grants
or awards under such plans. The Compensation Committee also recommends to the
Board of Directors the adoption of or amendments to employee benefit plans and
stock-based incentive plans of the Company. The Compensation Committee held four
meetings during the fiscal year ended February 29, 1996.

EXECUTIVE COMMITTEE. Messrs. Luiso, Price, Reding, Rehm and Willmott are
members of the Executive Committee. The Executive Committee has such powers and
authority as may be expressly conferred upon it from time to time by the Board
of Directors. The Executive Committee did not hold any meetings during the
fiscal year ended February 29, 1996.

FINANCE COMMITTEE. Messrs. Luiso, Price, Rehm and Willmott are members of
the Finance Committee. The Finance Committee reviews the capital structure,
source and use of funds and financial position of the Company, makes periodic
reports to the Board of Directors on such reviews and provides advice and
counsel regarding financial policies to management of the Company and the Board
of Directors. The Finance Committee held four meetings during the fiscal year
ended February 29, 1996.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE. Messrs. Fifield, Price and
Reding and Mrs. Rice are members of the Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee reviews, evaluates
and recommends director candidates for nomination by the Board of Directors and
establishes guidelines for the Board of Directors in considering nominees. The
Nominating and Corporate Governance Committee will consider nominees recommended
by stockholders if a written recommendation is submitted to the Secretary of the
Company at least 90 days prior to the date of the annual meeting of
stockholders, along with the written consent of such nominee to serve as
director. The Nominating and Corporate Governance Committee held four meetings
during the fiscal year ended February 29, 1996.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company each receive an annual
retainer of $20,000 plus $1,000 for each meeting of the Board of Directors
($1,250 for meetings lasting more than one day) and $1,000 for each meeting of
any committee thereof ($1,250 in the case of the chairman of such committee)
that the director attends. Directors may elect to receive all or part of the
amount of their annual retainer and meeting fees in shares of restricted Common
Stock or options to purchase shares of Common Stock under the Company's Amended
and Restated 1989 Stock-Based Incentive Plan. During the fiscal year ended
February 29, 1996, Messrs. Fifield, Price, Reding, Rehm and Willmott and Mrs.
Rice made such election. Amounts received by a director also may be deferred
pursuant to the Company's Fee Deferral Plan for Non-Employee Directors for a
minimum period of two years. Interest is paid on deferred amounts at a rate
which is calculated quarterly and corresponds to the Company's short-term
borrowing rate then in effect. None of the directors deferred compensation under
such plan during the fiscal year ended February 29, 1996.

In addition, on the first business day in July of each year, each director
who is not an employee of the Company is granted a nonqualified stock option to
purchase 1,500 shares of Common Stock at a purchase price per share equal to the
fair market value of a share of Common Stock on such date.

Directors who are also employees of the Company are not separately
compensated for any services provided as a director.

6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

The philosophy of the Compensation Committee (the "Committee") with respect
to the compensation of the Company's executive officers consists of the
following core principles:

- Base salary and benefits should be competitive in order to attract and
retain well-qualified executives.

- Incentive compensation should be directly related to achieving specified
levels of corporate financial performance. A significant part of the
executive officers' compensation should be at risk, based upon the success
of the Company.

- Long-term stock ownership of the Company's Common Stock by the Company's
executive officers creates a valuable link between the Company's
management and stockholders. Stock ownership gives management strong
incentives to properly balance the need for short-term profits with
long-term goals and objectives and to develop strategies that build and
sustain stockholder returns.

EXECUTIVE COMPENSATION PROGRAM

The Company's executive compensation program comprises five components which
are intended to reflect the Company's compensation philosophy.

BASE SALARY. Base salary and adjustments to base salary for the Company's
executive officers are targeted at the median of the competitive market. An
executive officer's base salary may be above or below the median, depending upon
the officer's individual performance. For the purpose of determining the median
of the competitive market, the Committee reviews and considers the salary ranges
of officers in comparable positions at companies of comparable size to the
Company. The peer group of companies used in the comparison consists of
approximately 120 companies that have annual sales ranging from $1 billion to $3
billion. The Committee believes that a broad base of companies of comparable
size more accurately reflects the market in which the Company competes for
executive talent than does the composition of companies in the Dow Jones Food
Index which has been used for the purpose of comparison in the Stock Performance
Graph in this Proxy Statement.

The Committee's practice has been to review the base salary of each
executive officer once every 15 to 18 months, at which time the executive
officer's base salary may be increased based upon the Committee's judgment of
the officer's individual performance and contribution to the Company, the
financial performance of the Company and the Company's established merit
increase guidelines.

ANNUAL BONUS. Under the Company's Management Incentive Plan, the executive
officers are eligible for an annual cash bonus, the amount of which may range
from 15% to 100% of annual base salary, depending upon the level of financial
performance achieved for the fiscal year by the Company, or by the applicable
business unit in the case of an executive officer who is the President of a
business unit. Threshold, target and maximum financial objectives are
established by the Committee at the beginning of the fiscal year, but the
Committee retains discretion to adjust the financial objectives to reflect the
impact of acquisitions, divestitures or other events or unusual circumstances
during the fiscal year. Financial performance of the Company is measured by
operating earnings and earnings per share objectives while financial performance
of the Company's business units is measured by pre-tax earnings and return on
average equity objectives. With respect to the executive officers, other than
the Chief Executive Officer, 20% of the bonus opportunity may be awarded at the
discretion of the Committee based upon the officer's individual performance. No
bonuses are paid if the threshold financial objectives for the fiscal year are
not achieved. However, the Committee has the discretion to award bonuses under
the Management Incentive Plan based on other performance objectives or criteria.

The target annual bonus opportunity, represented as a percentage of base
salary, for each executive officer is set at approximately the median of
competitive practice. For this purpose, the Committee reviews and

7
<PAGE>
considers bonus amounts awarded to officers in comparable positions at companies
of comparable size to the Company, as described above. The target bonus
opportunity for the Chief Executive Officer is 65% of base salary and for the
other executive officers is 50% of base salary.

No bonuses were paid under the Management Incentive Plan for fiscal year
1996 to the executive officers of the Company named in the Summary Compensation
Table below because the threshold financial objectives were not achieved. Mr.
Wright, however, received a guaranteed bonus at his target bonus opportunity
level in connection with his employment by the Company during the fiscal year.

LONG-TERM COMPENSATION. Long-term compensation comprises stock options and
the Company's long-term incentive program. Shares of stock issued under the
programs are authorized by the Amended and Restated 1989 Stock-Based Incentive
Plan or the 1986 Stock Option Incentive Plan of the Company. The amounts of the
long-term compensation awards are targeted to be at the median of similar awards
granted to officers in comparable positions at companies of comparable size to
the Company. In addition, the Committee takes into account the number of stock
options or shares of restricted stock outstanding or previously granted in
determining the amounts of awards. The Committee, in its discretion, may also
consider the scope of an officer's responsibilities and the officer's individual
performance in determining the size of an award.

STOCK OPTIONS. The Committee grants stock options to the executive officers
of the Company on a discretionary basis. The Committee considers, among other
things, the financial performance of the Company in determining whether or not
to grant options to the executive officers. Stock options granted to the
executive officers have an exercise price equal to the market price of the
Company's Common Stock on the date of grant and have ten-year terms.

LONG-TERM INCENTIVE PROGRAM. Awards under the long-term incentive program
are intended to be made once every two years. However, in lieu of awards
scheduled to be made during the past fiscal year, the Committee modified the
targeted performance measures under the long-term incentive awards granted in
fiscal year 1994 and provided for a new three-year performance cycle ending on
February 28, 1998 (rather than the existing three-year period ending on February
29, 1996) in order to provide meaningful incentives to the executive officers.
The shares of restricted stock that had been previously awarded to the executive
officers under the program retained their original ten-year vesting period which
now will be accelerated only if the Company achieves the specified financial
performance objectives over the three-year period ending on February 28, 1998.
Under the new performance measures, vesting will be accelerated with respect to
one-half of such shares held by each officer if specified earnings per share
objectives are achieved and vesting will be accelerated with respect to the
other one-half of the shares if a specified operating earnings objective is
achieved. In connection with the changes to the performance measures, incentive
units, which had been previously awarded in tandem with the shares of restricted
stock and would have been earned and paid in the form of additional shares of
restricted stock if certain additional financial performance objectives were
achieved, were canceled. In addition, during the fiscal year, Mr. Wright
received an award under the program, as modified, in connection with his
employment by the Company and Mr. Sampson received an additional award under the
program, as modified. No modifications were made to the award previously granted
to Mr. Johnson and he forfeited his award in connection with his retirement from
the Company at the end of the fiscal year.

Certain Presidents of the Company's business units, including Mr. Mishra,
participate in a cash long-term incentive program rather than in the stock-based
long-term incentive program described above. The cash program has a three-year
performance cycle ending on February 28, 1998. Payments will be made under the
program only if the applicable business unit achieves specified financial
objectives during the performance cycle relating to performance measures such as
operating earnings, sales growth, return on sales and return on average equity.

WAIVER OF SALARY AND BONUS. The Committee believes that grants of stock
options and shares of restricted stock to executive officers in lieu of salary
and bonus link the interests of executives to the interests of the stockholders.
The Committee makes such grants from time to time to executive officers, and
with respect to such waiver amounts, as it determines in its discretion, and any
grant may be accepted or rejected by an officer

8
<PAGE>
selected to receive the grant. Options or shares of restricted stock granted
have a fair market value on the date of grant equal to the amount of salary
and/or bonus waived. Mr. Luiso, Mr. Cocroft and Mr. Johnson each waived
specified amounts of salary and bonus over a five-year period in exchange for
options to purchase the Company's Common Stock. The five-year period concluded
in fiscal year 1996 with respect to Mr. Cocroft and Mr. Johnson and in fiscal
year 1994 with respect to Mr. Luiso. The other executive officers of the Company
named in the Summary Compensation Table below were not participants in such
waiver program because they were not executive officers at the time the program
was initiated. In addition, as described below, Mr. Luiso waived $450,000 of
salary over a three-year period concluded in fiscal year 1996 in exchange for
shares of restricted stock. In fiscal year 1995, Mr. Luiso waived $100,000 of
cash bonus in exchange for options to purchase the Company's Common Stock.

STOCK OWNERSHIP TARGETS. In 1992, the Committee established a stock
ownership program including stock ownership targets for key management employees
of the Company, including the Company's executive officers. Each participant in
the stock ownership program is expected to achieve the stock ownership target
established for the participant during an eight-year period beginning January 1,
1993. The target for each participant was based on a multiple of the
participant's annual base salary, ranging from one to five times the amount of
such salary, depending on the participant's level of responsibility within the
Company. The target is expressed as a number of shares determined by dividing
such multiple of annual base salary by the approximate market price of a share
of Common Stock of the Company at the time the stock ownership program was
adopted.

Participants in the stock ownership program as a group achieved 159% of the
aggregate annual stock ownership target during calendar year 1994. In
determining the number of shares of Common Stock acquired by the participants
during the year under the program, the Committee included shares purchased by
individual participants in the open market or upon the exercise of stock
options, shares of restricted stock that vested and were retained by the
participant during the year, shares of restricted stock that would have vested
during the year but with respect to which the participant elected to defer
vesting, and shares of restricted stock previously awarded relating to any
salary amount waived by the participant for calendar year 1994. In March 1995,
the Committee awarded to certain participants in the stock ownership program
shares of restricted stock which have a three-year vesting period subject to the
continued employment of the participant during that period. The participants
selected to receive awards and the number of shares subject to each award were
determined in the discretion of the Committee and were based upon the
Committee's assessment of the participant's job performance and contributions to
the Company and, more particularly, were based upon the number of shares of the
Company's Common Stock acquired by the participant during calendar year 1994
toward the participant's annual stock ownership target under the program. The
number of shares of restricted stock awarded to each participant was equal to
approximately 15% of the number of shares of Common Stock acquired by the
participant during calendar year 1994 up to a limit of 1.5 times the annual
stock ownership target for the participant for that year. The Committee believes
that such awards of restricted stock will encourage the Company's management to
continue to obtain and hold a significant number of shares of the Company's
Common Stock.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Mr. Luiso's performance is reviewed annually by the Committee and the full
Board of Directors of the Company. Mr. Luiso is eligible for a salary increase
once every 15 to 18 months, consistent with the policy relating to the other
executive officers of the Company. Any salary increase for Mr. Luiso is approved
by the Board of Directors of the Company following the recommendation of the
Committee. All other determinations regarding Mr. Luiso's compensation are made
by the Committee.

The Committee reviewed Mr. Luiso's base salary in March 1995 and recommended
that a 4% salary increase was appropriate at that time. The Committee also
recommended an additional salary increase of 6%, retroactive to March 1, 1995,
if the Company achieved a specified earnings per share objective for the fiscal
year ended February 29, 1996. Both recommendations were approved by the Board of
Directors. The factors the Committee considered (without assigning any priority
among the factors) in making its decision to

9
<PAGE>
recommend the salary increase for Mr. Luiso were the Company's continued
implementation of its long-term business strategy, the acquisition of the
specialty foodservice distribution business of Leprino Foods Company, which was
acquired in the previous fiscal year, and the integration of such business with
the Company's business, and the appointment of new management in certain of the
Company's business units. The Company did not achieve the specified earnings per
share objective for the fiscal year ended February 29, 1996 and, accordingly,
the additional salary increase did not take effect.

Mr. Luiso waived $450,000 of base salary over a three-year period, which
concluded in fiscal year 1996, in exchange for an aggregate of 16,035 shares of
restricted Common Stock of the Company. The shares were valued at $28.06 per
share, which was the fair market value of a share of Common Stock on the date
the shares were granted. Accordingly, during the last fiscal year, Mr. Luiso's
base salary of $550,000 was reduced by $125,000. The shares vest on the basis of
Mr. Luiso's continued employment with the Company. In fiscal year 1996, Mr.
Luiso elected to defer the vesting of the shares of restricted stock from
January 1, 1997 to January 1, 1998.

Mr. Luiso's target cash bonus opportunity for the fiscal year ended February
29, 1996 was 65% of his base salary or $357,500. In accordance with the terms of
the Company's Management Incentive Plan, as described above, Mr. Luiso did not
receive a bonus for the fiscal year ended February 29, 1996.

In fiscal year 1996, Mr. Luiso was awarded options to purchase an aggregate
of 30,000 shares of the Company's Common Stock in accordance with the guidelines
described above under the heading, "Long-Term Compensation." The options have an
exercise price equal to the market price of the Company's Common Stock on the
date of grant and have a ten-year term.

In fiscal year 1996, Mr. Luiso received 2,250 shares of restricted Common
Stock of the Company in connection with the Company's management stock ownership
program. The number of shares of restricted stock awarded to Mr. Luiso was
determined as described above under the heading, "Stock Ownership Targets."

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

In the event that compensation paid by the Company to any executive officer
of the Company during the current or any subsequent fiscal year exceeds
$1,000,000, such excess amount may not qualify as a tax deduction for the
Company under the provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended. The Committee believes that in the near term the Section
162(m) limitation is not likely to have an effect on the Company because the
annual compensation of any executive officer is not expected to exceed
$1,000,000 and, therefore, the Company presently is not amending its
compensation plans or programs to meet the requirements of Section 162(m). In
addition, in the near term, Section 162(m) and the regulations thereunder
exclude from the $1,000,000 limitation any income realized by an executive
officer of the Company upon the exercise of outstanding stock options or options
which may be granted under existing stock option plans of the Company. The
Committee, along with the Company, will evaluate the Company's compensation
plans and programs on an ongoing basis in view of the Section 162(m) limitation.

Nicholas L. Reding, Chairman
James G. Fifield
Robert M. Price
Jack D. Rehm

Members of the Compensation Committee

10
<PAGE>
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation and certain other
components of compensation for the last three fiscal years of the Chief
Executive Officer of the Company, the four other most highly compensated
executive officers of the Company and one other individual who ceased to serve
as an executive officer during the last fiscal year.

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------
AWARDS
ANNUAL COMPENSATION ------------------------------ PAYOUTS
-------------------------------------------- RESTRICTED SECURITIES -------- ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP COMPEN-
POSITION YEAR SALARY BONUS(9) COMPENSATION AWARDS(14) OPTIONS(#) PAYOUTS SATION(22)
- ------------------------ ---- -------------- ------------ ------------ ---------------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony Luiso........... 1996 $425,000(5) $0 $0 $41,906(15) 30,000 $0 $4,620
Chairman, President and 1995 $380,000(6) $265,170(7) $0 $41,063(16) 20,513(21) $0 $4,620
Chief Executive Officer 1994 $380,000(6) $0(7) $0 $643,750(17) 0 $0 $4,205
Robert S. Wright (1).... 1996 $143,188 $190,000(10) $276,900(12) $226,250(18) 15,000 $0 $2,651
President, Bakery 1995
Segment
1994
Duncan H. Cocroft....... 1996 $250,208(7) $0 $0 $12,572(15) 10,000 $0 $4,620
Vice President -- 1995 $231,250(7) $73,550(7) $0 $12,319(16) 0 $0 $4,620
Finance,
Chief Financial Officer 1994 $225,000(7) $0(7) $0 $257,500(17) 0 $0 $4,205
and Treasurer
Devendra Mishra (2)..... 1996 $260,000 $0 $323,232(13) $300,008(19) 7,500 $0 $2,188
President -- VSA, Inc. 1995
1994
John E. Sampson (3)..... 1996 $225,000 $0 $0 $61,819(15)(20) 10,000 $0 $4,620
Vice President -- 1995 $212,500 $117,450 $0 $9,125(16) 0 $0 $4,870
Corporate
Planning and Development 1994
Jay I. Johnson (4)...... 1996 $259,617(7)(8) $21,250(11) $0 $8,195(15) 0 $0 $114,620(23)
Group Vice 1995 $227,500(7) $58,625(7) $0 $12,228(16) 0 $0 $4,620
President 1994 $227,500(7) $0(7) $0 $206,000(17) 0 $0 $3,792
</TABLE>

- ----------
(1) Mr. Wright was hired by the Company effective August 14, 1995.

(2) Mr. Mishra became an executive officer of the Company in fiscal year 1996.

(3) Mr. Sampson became an executive officer of the Company in fiscal year 1995.

(4) Mr. Johnson resigned as Group Vice President of the Company effective July
31, 1995. He retired as an employee of the Company effective February 29,
1996.

(5) The salary amount excludes $125,000 of the $450,000 of cash compensation
that Mr. Luiso waived over a three-year period, which commenced January 1,
1993, in exchange for 16,035 shares of restricted stock which were granted
to Mr. Luiso in fiscal year 1993.

(6) The salary amount excludes $150,000 of the $450,000 of cash compensation
waived over a three-year period, as described above in note 5.

(7) The salary and bonus amounts for Mr. Cocroft and Mr. Johnson exclude
portions of the cash compensation waived over a five-year period in exchange
for stock options which were granted in fiscal year 1991.

11
<PAGE>
The bonus amount for Mr. Luiso in fiscal year 1995 excludes cash
compensation waived in exchange for stock options which were granted to Mr.
Luiso in fiscal year 1995. The amounts of salary and bonus waived for each
of the fiscal years shown are as follows:

<TABLE>
<CAPTION>
Mr. Cocroft and Mr. Johnson: Mr. Luiso:

<S> <C> <C> <C> <C>
SALARY BONUS BONUS
------- -------- -------
1996........... $24,792 $ 0 1996........... $ 0
1995........... $35,000 $ 70,000* 1995........... $100,000
1994........... $35,000 $ 0* 1994........... $ 0*
</TABLE>

* Under the terms of the options held by Mr. Cocroft and Mr. Johnson, the
options that related to the fiscal year 1994 bonus period were carried
forward and vested in fiscal year 1995 along with the options held by such
officers relating to the fiscal year 1995 bonus period. Because Mr. Luiso
did not receive a cash bonus for fiscal year 1994, he forfeited options to
purchase 22,988 shares of Common Stock which were granted to Mr. Luiso in
fiscal year 1990 in connection with the waiver of cash compensation over a
five-year period. After fiscal year 1995, no bonus waiver periods remained
with respect to such options held by the named executive officers.

(8) The amount includes a cash payment of $21,909 in lieu of unused earned and
accrued vacation.

(9) Except as otherwise noted, the amounts were paid pursuant to the Company's
Management Incentive Plan described above in the Compensation Committee
Report on Executive Compensation.

(10) The amount comprises a guaranteed bonus of $130,000 under the Company's
Management Incentive Plan which was offered to Mr. Wright in connection with
his employment with the Company and an employment bonus of $60,000.

(11) The amount was paid as a special performance award in recognition of Mr.
Johnson's role in the divestiture of the Company's surimi seafood business
during the fiscal year.

(12) The amount relates to relocation expenses, including $275,000 paid to Mr.
Wright as reimbursement of loss on the sale of his house in connection with
his relocation from California to Minnesota.

(13) The amount relates to relocation expenses, including $242,500 paid to Mr.
Mishra as reimbursement of loss on the sale of his house in connection with
his relocation from California to Colorado.

(14) The value of each restricted stock award was determined by multiplying the
closing market price of the Company's Common Stock on the date of grant by
the number of shares awarded. As of February 29, 1996, the number and value
(based on the closing market price of the Company's Common Stock on February
29, 1996) of the aggregate restricted stock holdings of each of the named
executive officers were as follows: 74,785 shares ($1,392,871) by Mr. Luiso,
10,000 shares ($186,250) by Mr. Wright, 11,350 shares ($211,394) by Mr.
Cocroft, 19,260 shares ($358,718) by Mr. Mishra, 5,950 shares ($110,819) by
Mr. Sampson, and 0 shares ($0) by Mr. Johnson.

(15) The shares of restricted stock were awarded by the Compensation Committee
to the executive officer in recognition of his achievement of progress
toward his individual stock ownership target under the management stock
ownership program, as described above in the Compensation Committee Report
on Executive Compensation. The number of shares awarded were as follows:
2,250 shares to Mr. Luiso, 675 shares to Mr. Cocroft, 450 shares to Mr.
Sampson and 440 shares to Mr. Johnson. The shares vest on March 17, 1998,
subject to the continued employment of the executive officer. The shares
also vest in the event of a change in control of the Company. Mr. Johnson's
shares vested in connection with his retirement from the Company at the end
of the fiscal year. Dividends are paid on the shares of restricted stock at
the same rate as paid to all stockholders, but the executive officer is not
entitled to receive such dividends unless and until the related shares vest.

12
<PAGE>
(16) The shares of restricted stock were awarded under the management stock
ownership program, as described above in note 15. The number of shares
awarded were as follows: 2,250 shares to Mr. Luiso, 675 shares to Mr.
Cocroft, 500 shares to Mr. Sampson and 670 shares to Mr. Johnson. The shares
vest on March 18, 1997, subject to the continued employment of the executive
officer. The shares also vest in the event of a change in control of the
Company. Mr. Johnson's shares vested in connection with his retirement from
the Company at the end of fiscal year 1996. Dividends are paid on the shares
of restricted stock at the same rate as paid to all stockholders, but the
executive officer is not entitled to receive such dividends unless and until
the related shares vest.

(17) The shares of restricted stock were awarded under a long-term incentive
program which initially related to a three-year performance cycle ending on
February 29, 1996. However, during fiscal year 1996 the Compensation
Committee modified the performance measures and provided for a new
three-year performance cycle ending on February 28, 1998, as described above
in the Compensation Committee Report on Executive Compensation. The number
of shares awarded were as follows: 25,000 shares to Mr. Luiso, 10,000 shares
to Mr. Cocroft and 8,000 shares to Mr. Johnson. Although the full value of
the shares awarded to the executive officer is shown for fiscal year 1994,
no payout will be made under the program until the end of the three-year
performance cycle, and then only if established corporate financial
performance objectives are achieved. If no payout is made at the end of the
three-year cycle, the shares will vest on February 28, 2003, provided that
the executive officer remains employed by the Company until such date. If a
payout is made at the end of the three-year performance period with respect
to all or a portion of the shares of restricted stock awarded, one-third of
such shares will vest at that time, one-third of such shares will vest on
February 28, 1999 and one-third of such shares will vest on February 29,
2000, subject to the continued employment of the executive officer on the
respective dates. The shares also vest in the event of a change in control
of the Company. Mr. Johnson forfeited his shares upon his retirement from
the Company at the end of fiscal year 1996. Dividends are paid on the shares
of restricted stock at the same rate as paid to all stockholders, but the
executive officer is not entitled to receive such dividends unless and until
the related shares vest.

(18) Mr. Wright received an award in September 1995 of 10,000 shares of
restricted stock under the Company's long-term incentive program. The shares
of restricted stock are subject to the same terms as those described above
in note 17.

(19) In addition to the amount specified above in note 13, Mr. Mishra received a
grant in September 1995 of 13,260 shares of restricted stock as
reimbursement of loss on the sale of his house in connection with his
relocation from California to Colorado. Although the shares of restricted
stock were scheduled to vest, subject to Mr. Mishra's continued employment
with the Company, on September 15, 1996, Mr. Mishra elected to defer the
vesting of the shares to September 15, 1997. The shares also vest in the
event of a change in control of the Company. Dividends are paid on the
shares of restricted stock at the same rate as paid to all stockholders, but
Mr. Mishra is not entitled to receive such dividends unless and until the
shares vest.

(20) Mr. Sampson received an award in May 1995 of 2,500 shares of restricted
stock, in addition to 2,500 shares of restricted stock awarded to him in
fiscal year 1994, under the Company's long-term incentive program. The
shares of restricted stock are subject to the same terms as those described
above in note 17.

(21) The options were granted to Mr. Luiso in connection with his waiver of
$100,000 of cash bonus awarded to him for fiscal year 1995 as described
above in note 7.

(22) Except as otherwise noted, the amounts reported represent the Company's
matching contributions to the Company's Savings Plan.

(23) The amount includes a severance payment of $110,000 to Mr. Johnson in
connection with his retirement from the Company.

13
<PAGE>
STOCK OPTIONS

The following tables summarize stock option grants to and exercises by the
executive officers named in the Summary Compensation Table above during the
Company's fiscal year 1996 and the value of stock options held by such officers
at the end of fiscal year 1996.

OPTION GRANTS IN FISCAL YEAR 1996

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT
INDIVIDUAL GRANTS ASSUMED ANNUAL
-------------------------------------------------------- RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN OR BASE EXPIRATION ------------------
NAME GRANTED(1) FISCAL YEAR PRICE ($/SHARE) DATE 5% 10%
- ------------------------- ---------- ------------ --------------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Anthony Luiso............ 30,000 15.54% $18.6875 3/16/05 $352,574 $893,492
Robert S. Wright......... 15,000 7.77% $22.6250 9/14/05 $213,431 $540,876
Duncan H. Cocroft........ 10,000 5.18% $18.6875 3/16/05 $117,525 $297,831
Devendra Mishra.......... 7,500 3.88% $18.6875 3/16/05 $ 88,144 $223,373
John E. Sampson.......... 10,000 5.18% $18.6875 3/16/05 $117,525 $297,831
</TABLE>

- ----------
(1)The options granted to Mr. Wright were granted on September 15, 1995 and the
options granted to the other executive officers were granted on March 17,
1995. The options have an exercise price equal to the market price of the
Company's Common Stock on the date of grant and become exercisable one year
from the date of grant. The options also become exercisable in the event of
a change in control of the Company.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996 AND FISCAL YEAR END OPTION
VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR END FISCAL YEAR END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Anthony Luiso................................ 0 $0 344,746 30,000 $35,898 $0
Robert S. Wright............................. 0 $0 4,000 15,000 $0 $0
Duncan H. Cocroft............................ 0 $0 130,454 10,000 $0 $0
Devendra Mishra.............................. 0 $0 10,000 7,500 $20,000 $0
John E. Sampson.............................. 0 $0 42,750 10,000 $0 $0
Jay I. Johnson............................... 0 $0 129,454 0 $0 $0
</TABLE>

- ----------
(1) The value was determined by subtracting the exercise price per share from
the closing market price per share of the Company's Common Stock on February
29, 1996.

LONG-TERM INCENTIVE AWARD

The following table summarizes the long-term incentive award made to Mr.
Mishra under the Company's cash long-term incentive program, as described above
in the Compensation Committee Report on Executive Compensation.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF OR OTHER NON-STOCK PRICE-BASED PLANS
SHARES, UNITS PERIOD UNTIL --------------------------------
OR OTHER MATURATION OR THRESHOLD TARGET(2) MAXIMUM
NAME RIGHTS(1) PAYOUT ($ OR #) ($ OR #) ($ OR #)
- ---------------------------------------------------- --------------- ------------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Fiscal Years
Devendra Mishra..................................... 0 1996-1998 N/A $ 325,000 N/A
</TABLE>

- ----------
(1) The award was not expressed in these terms.

14
<PAGE>
(2) If the business unit achieves a specified operating earnings objective, a
cash payment equal to 70% of the amount shown will be paid and, if the
business unit achieves a specified return on sales objective, a cash payment
equal to 30% of the amount shown will be paid. If either or both of the
objectives are achieved and a payout is made, the payout may be increased or
decreased by 20% based on the business unit's return on average equity for
the three-year period. Any payout will be made in three equal annual
installments, subject to Mr. Mishra's continued employment.

PENSION EQUITY PLAN AND MANAGEMENT BENEFIT PLAN

The Company maintains the Multifoods Pension Equity Plan (the "Pension
Plan") for salaried and certain other employees of the Company and its
subsidiaries who have completed one year of service with the Company or a
subsidiary of the Company. The Pension Plan was adopted in fiscal year 1996 as a
continuation and amendment of the Company's Employees' Retirement Plan. The
Pension Plan is a tax qualified defined benefit pension plan which provides for
lump sum payments upon termination of employment. In lieu of a single lump sum
payment, an employee may elect to receive immediate or deferred monthly payments
for life. An employee's pension benefits are based on years of service with the
Company or a subsidiary of the Company, the employee's "Final Average Pay" and
the "Integration Level." Final Average Pay is the average of the employee's base
pay for the three consecutive calendar years in which the employee's base pay
was the highest during the last ten full calendar years prior to termination of
employment. Base pay does not include bonuses and other additional compensation.
In addition, the amount of base pay covered by the Pension Plan is limited by
requirements of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code") and the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The Integration Level is one-half of the taxable wage base in
effect under the Social Security Act at the time of termination of employment.
Under the Pension Plan, an employee earns "Base Points" and "Integration Points"
for each year of service. The number of points earned is based on the employee's
age at the end of the calendar year and increases as the employee's age
increases. Base Points are also awarded based on the amount of accrued benefit
that an employee has earned under the Company's Employees' Retirement Plan as of
December 31, 1995. Base Points and Integration Points are expressed as a
percentage of Final Average Pay. An employee's accrued lump sum benefit equals
the total number of Base Points earned times the employee's Final Average Pay
plus the total number of Integration Points earned times the employee's Final
Average Pay in excess of the Integration Level. An employee becomes vested in
his or her benefits under the Pension Plan after five years of service. An
employee who has completed ten years of service as of December 31, 1995 and
whose age plus service as of December 31, 1995 totals 60 or more may elect to
have his or her benefit calculated and paid in accordance with the provisions of
the pension formula in effect as of December 31, 1995 under the Employees'
Retirement Plan.

The Company's Management Benefit Plan provides for the payment of additional
amounts to certain key employees of the Company and its subsidiaries (including
the executive officers named in the Summary Compensation Table) so that they
will receive in the aggregate the benefits they would have been entitled to
receive under the Pension Plan without the limitations imposed by the Internal
Revenue Code or ERISA. Participants in the Management Benefit Plan are also
entitled to lifetime annual income upon retirement equal to 50% of the "Bonus
Base." For employees who became participants in the Management Benefit Plan
prior to March 1, 1990, the Bonus Base is the average of the five highest
bonuses awarded to the participant under the Management Incentive Plan during
the last ten years of employment by the Company prior to retirement. For
employees who became participants in the Management Benefit Plan on or after
March 1, 1990, the Bonus Base includes such bonuses awarded only while the
employee is a participant in the Management Benefit Plan unless the Compensation
Committee prescribes otherwise. The level of annual benefits is reduced if the
employee retires prior to age 62. A participant in the Management Benefit Plan
becomes vested in his or her benefits under the Management Benefit Plan upon
completion of ten years of service with the Company or when age plus years of
service equal 60.

The following table shows the estimated combined annual amounts payable with
respect to various classifications of earnings and years of service to
participants in both the Pension Plan and Management Benefit Plan who retire at
the normal retirement age of 65 and elect payment of a straight life annuity.

15
<PAGE>
PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------
REMUNERATION* 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 44,411 $ 52,005 $ 58,212 $ 63,082 $ 66,714 $ 69,439 $ 71,584
$ 400,000 $ 89,615 $105,438 $118,361 $128,497 $136,080 $141,767 $146,216
$ 600,000 $134,819 $158,872 $178,509 $193,913 $205,445 $214,095 $220,849
$ 800,000 $180,024 $212,306 $238,658 $259,328 $274,811 $286,423 $295,481
$1,000,000 $225,228 $265,739 $298,807 $324,744 $344,177 $358,751 $370,113
$1,200,000 $270,432 $319,173 $358,956 $390,159 $413,542 $431,079 $444,746
<FN>
- ----------
*For purposes of this table, it is assumed that remuneration is comprised 65% of
Final Average Pay and 35% of Bonus Base (both terms as defined above). The
benefits are not subject to any reduction for Social Security or other offset
amounts.
</TABLE>

Messrs. Luiso, Wright, Cocroft, Mishra, Sampson and Johnson have 9, 3, 6, 1,
11 and 7 years of service, respectively, under the Pension Plan. Except for Mr.
Wright, Mr. Cocroft and Mr. Mishra, each of the executive officers named in the
Summary Compensation Table is fully vested in the Management Benefit Plan. Mr.
Wright has additional retirement benefits as described below.

SUPPLEMENTAL RETIREMENT BENEFITS FOR MR. WRIGHT

Mr. Wright has an arrangement with the Company pursuant to which he will
receive supplemental retirement benefits in addition to any benefits he may
receive under the Pension Plan and the Management Benefit Plan, as described
above. Mr. Wright has been credited with two years of service, which was
reinstated from his prior employment with the Company from 1992 to 1994. In
addition, commencing with his re-employment with the Company in August 1995, Mr.
Wright will be credited with two years of service under the Pension Plan for
each additional year of employment with the Company. Mr. Wright may also elect
to have his supplemental pension benefit calculated and paid in accordance with
the provisions of the pension formula in effect as of December 31, 1995 under
the Employees' Retirement Plan. The supplemental retirement arrangement also
provides for immediate vesting in an annual benefit equal to 50% of the five
highest bonuses payable to him under the Company's Management Incentive Plan in
his last ten years of employment with the Company, including bonuses paid during
his previous period of employment. If Mr. Wright had terminated employment with
the Company on February 29, 1996, the annual supplemental retirement benefit
payable to Mr. Wright upon attaining age 55 would have been $25,595.

EMPLOYMENT AGREEMENT
Pursuant to an Employment Agreement between the Company and Mr. Luiso, the
Company has agreed to employ Mr. Luiso as Chairman of the Board, President and
Chief Executive Officer for a period of three years (subject to automatic annual
extensions of the three-year period unless the Company notifies Mr. Luiso of its
decision not to extend the term) at a current minimum annual base salary of
$550,000 per year, exclusive of any annual bonus or other incentive
compensation, employee benefits and perquisites. In addition, the Employment
Agreement provides for a supplemental retirement benefit to be paid to Mr. Luiso
(in addition to any other benefits under retirement plans of the Company) based
upon the benefits Mr. Luiso would have received had he been employed by the
Company for an additional fifteen years. The additional years of service will
accrue to Mr. Luiso over a period of twelve years in the event Mr. Luiso
continues to be employed by the Company for twelve years. If Mr. Luiso had
terminated employment with the Company on February 29, 1996, the annual
supplemental retirement benefit payable to Mr. Luiso upon attaining age 55 would
have been $64,425. In the event of a change in control of the Company, Mr. Luiso
is entitled to a lump sum payment of his supplemental retirement benefit, which
would have been approximately $779,747 if a change in control had occurred on
February 29, 1996. Under the Employment Agreement, Mr. Luiso was also given nine
years of deemed service under the Management Benefit Plan of the Company. If,
during the term of the Employment Agreement, the Company terminates Mr. Luiso's
employment for any reason other than cause, death or

16
<PAGE>
disability, or Mr. Luiso terminates his employment for "good reason" (as defined
in the Employment Agreement), the Company is obligated to pay to Mr. Luiso, in a
lump sum, the aggregate of (i) the amounts of any accrued or deferred
compensation plus the amount of his maximum bonus opportunity for the then
current fiscal year under the Company's Management Incentive Plan to the extent
such amount has not been paid and (ii) if such termination follows a change in
control of the Company (as defined in the Employment Agreement), an amount equal
to 2.5 times the total of Mr. Luiso's annual base salary in effect at the time
of the change in control plus the average of the bonus awards paid to Mr. Luiso
under the Company's Management Incentive Plan for the three fiscal years
immediately preceding the change in control, subject to increase in the event
the payment or any other payments made in connection with a change in control
constitute "parachute payments" under the Internal Revenue Code. Assuming a
change in control of the Company had occurred and Mr. Luiso's employment was
terminated by the Company or Mr. Luiso terminated his employment for "good
reason" on February 29, 1996, the amount payable to Mr. Luiso would have been
approximately $2,867,638.

SEVERANCE AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company is a party to severance agreements with Messrs. Wright, Cocroft,
Mishra and Sampson. The two-year term of each agreement is automatically
extended each year for one additional year unless the Company gives notice to
the officer that the Company does not wish to extend the agreement. No such
notice has been given to any executive officer. Under each agreement, the
Company has agreed to employ the executive officer for a period of two years
following a change in control of the Company (as defined in the agreement). If,
during such two-year period, the officer's employment is terminated by the
Company for any reason other than cause, death or disability, or the officer
terminates his employment for "good reason" (as defined in the agreement), the
Company is obligated to pay to such officer, in a lump sum, the aggregate of (i)
the amounts of any accrued or deferred compensation and (ii) an amount equal to
2.5 times the total of the officer's annual base salary in effect at the time of
the change in control plus the average of the bonus awards paid to the officer
under the Company's Management Incentive Plan for the three fiscal years
immediately preceding the change in control, subject to increase in the event
the payment or any other payments made in connection with a change in control
constitute "parachute payments" under the Internal Revenue Code. Assuming a
change in control of the Company had occurred and each of the officers'
employment was terminated by the Company or each officer terminated his
employment for "good reason" on February 29, 1996, the amounts payable to
Messrs. Wright, Cocroft, Mishra and Sampson under the agreements would have been
approximately $987,379, $1,188,918, $885,979 and $916,725, respectively.

Mr. Wright has a severance agreement with the Company whereby the Company
has agreed to pay him 24 months' salary in the event the Company terminates his
employment for any reason other than cause prior to August 14, 1996. If, within
one year thereafter, the Company terminates Mr. Wright's employment for any
reason other than cause, the Company will pay Mr. Wright 18 months' salary.

Mr. Mishra has a severance arrangement with the Company whereby the Company
has agreed to pay him one year's salary in the event the Company terminates his
employment for any reason other than cause.

Mr. Sampson has a severance agreement with the Company whereby the Company
has agreed to pay Mr. Sampson one year's salary in the event Mr. Sampson's
employment is terminated either by the Company or Mr. Sampson at any time prior
to August 1, 1996, subject to a three-month notification period on the part of
Mr. Sampson.

The Company has certain other compensatory arrangements with its executive
officers which will result from a change in control of the Company. The
Management Incentive Plan provides that in the event of a change in control of
the Company during the first six months of the Company's fiscal year, each
participant in the Management Incentive Plan will receive an immediate cash
payment equal to 100% of the target annual bonus amount for that fiscal year as
if the target performance objective had been met. In the event of a change in
control during the last six months of the Company's fiscal year, each
participant will receive an immediate cash payment equal to 100% of the greater
of (i) the target annual bonus amount for that fiscal year as if the target
performance objective had been met or (ii) the amount determined based upon the
anticipated results relating to the performance objective for that fiscal year.

17
<PAGE>
In addition, in the event of a change in control of the Company, stock
options outstanding under the Company's stock-based incentive plans which are
not yet exercisable become immediately exercisable and all shares of restricted
stock outstanding vest in full.

The Management Benefit Plan provides for lump sum payments to the
participants in the event of a change in control of the Company plus an
additional amount in the event the payment constitutes a "parachute payment"
under the Internal Revenue Code. In addition, the Board of Directors authorized
the establishment and funding of a trust for the purpose of assisting the
Company in fulfilling its obligations to the participants in the Management
Benefit Plan, which trust will become irrevocable upon the earlier of (i) a
change in control of the Company or (ii) a favorable ruling from the Internal
Revenue Service that the creation and funding of the trust does not result in
constructive receipt to the participants, neither of which event has yet
occurred. Assuming a change in control of the Company had occurred on February
29, 1996, the lump sums payable to Messrs. Luiso, Wright, Cocroft, Mishra,
Sampson and Johnson would have been approximately $2,107,392, $90,810, $321,686,
$11,087, $672,984 and $861,665, respectively.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Common Stock
of the Company for the last five fiscal years with the cumulative total return
of the Standard & Poor's 500 Composite Stock Index (the "S&P 500") and the Dow
Jones Food Index for the same period (assuming the investment of $100 in the
Company's Common Stock, the S&P 500 and the Dow Jones Food Index on February 28,
1991 and reinvestment of all dividends). The cumulative returns are as of
February 28 or February 29 of each year, as the case may be, the Company's
fiscal year end.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
INTERNATIONAL MULTIFOODS
CORP. S&P 500 DOW JONES FOOD
<S> <C> <C> <C>
2/91 100 100 100
2/92 106 116 122
2/93 106 128 131
2/94 74 139 120
2/95 84 149 138
2/96 87 201 177
</TABLE>

18
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than ten percent
of the Company's Common Stock, to file reports of ownership and changes in
ownership of the Company's Common Stock and other equity securities with the
Securities and Exchange Commission and the New York Stock Exchange. Such
officers, directors and greater than ten-percent beneficial owners are required
by regulation of the Securities and Exchange Commission to furnish the Company
with copies of all Section 16(a) reports they file.

To the Company's knowledge, based solely on the Company's review of copies
of such reports furnished to the Company and written representations from
certain reporting persons that no other reports were required for those persons,
the Company believes that, during the fiscal year ended February 29, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were met, except that Jay I. Johnson,
who was an executive officer of the Company during the fiscal year, failed to
file a Form 5 to report acquisitions during the fiscal year of shares of Common
Stock of the Company under the Company's Savings Plan.

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of the Company has appointed KPMG Peat Marwick LLP,
certified public accountants, as the Company's independent auditors for the
fiscal year ending February 28, 1997, subject to stockholder approval. KPMG Peat
Marwick LLP has audited the books of the Company for many years. The action of
the Board of Directors was taken upon the recommendation of the Audit Committee
of the Board of Directors.

Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions from stockholders.

The Board of Directors recommends a vote FOR the approval of the appointment
of KPMG Peat Marwick LLP.

STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING

Any stockholder proposal intended to be presented for consideration at the
1997 Annual Meeting of Stockholders and to be included in the Company's proxy
statement must be received at the principal executive offices of the Company by
the close of business on January 15, 1997. Proposals should be sent to the
attention of the Secretary.

OTHER MATTERS

The Company is not aware of any other matters which may come before the
Annual Meeting. If other matters are properly presented at the Annual Meeting,
it is the intention of the persons named as proxies in the enclosed proxy to
vote in accordance with their judgment as to the best interests of the Company.

By Order of the Board of Directors

FRANK W. BONVINO
SECRETARY

May 15, 1996

19
<PAGE>
[RECYCLED LOGO]
PRINTED ON RECYCLED
PAPER CONTAINING AT
LEAST 10% FIBERS FROM
PAPER RECYCLED BY
CONSUMERS.
<PAGE>
PROXY INTERNATIONAL MULTIFOODS CORPORATION
1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Anthony Luiso, Jack D. Rehm and Peter S.
Willmott, and each of them, with power to appoint a substitute, to vote, in
accordance with the specifications appearing below, all shares the undersigned
is entitled to vote at the Annual Meeting of Stockholders of International
Multifoods Corporation, a Delaware corporation, to be held on Friday, June 21,
1996, at 10:00 a.m. local time, and at all adjournments thereof, and, in their
discretion, upon all other matters that may properly come before the Annual
Meeting or any adjournment or adjournments thereof, and hereby revokes all
former proxies. The undersigned hereby acknowledges receipt of the Proxy
Statement for the Annual Meeting.

1. ELECTION OF DIRECTORS. NOMINEES: James G. Fifield and Robert M. Price

/ / VOTE FOR all nominees listed above, / / WITHHOLD AUTHORITY
except those whose names are written below: to vote for all nominees listed
above

- --------------------------------------------------------------------------------

2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS OF THE COMPANY.

/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED, AND TO BE SIGNED AND DATED, ON OTHER SIDE)
<PAGE>
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN, THIS PROXY SHALL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.

Dated: -------------------------, 1996

-------------------------------------
Signature

---------------------------------------
(If there are co-owners both must sign)
THE SIGNATURE(S) SHOULD BE EXACTLY AS
THE NAME(S) APPEAR PRINTED TO THE LEFT.
IF A CORPORATION, PLEASE SIGN THE
CORPORATION NAME IN FULL BY A DULY
AUTHORIZED OFFICER AND INDICATE THE
OFFICE OF THE SIGNER. WHEN SIGNING AS
EXECUTOR, ADMINISTRATOR, FIDUCIARY,
ATTORNEY, TRUSTEE OR GUARDIAN, OR AS
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL
TITLE AS SUCH. IF A PARTNERSHIP, SIGN
IN THE PARTNERSHIP NAME.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS TO NORWEST BANK
MINNESOTA, N.A., AS TRUSTEE UNDER THE EMPLOYEES' VOLUNTARY
INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION

I hereby direct that the voting rights pertaining to shares of Common Stock
of INTERNATIONAL MULTIFOODS CORPORATION, a Delaware corporation, held by the
Trustee and allocated to my Member Account shall be exercised at the Annual
Meeting of Stockholders of INTERNATIONAL MULTIFOODS CORPORATION, to be held at
Minneapolis, Minnesota on June 21, 1996, and at all adjournments thereof, upon
the matters set forth below and upon such other business as may properly come
before the Annual Meeting, all as set forth in the Proxy Statement. The
undersigned hereby acknowledges receipt of the Proxy Statement for the Annual
Meeting.

1. ELECTION OF DIRECTORS. NOMINEES: James G. Fifield and Robert M. Price

/ / VOTE FOR all nominees listed above, / / WITHHOLD AUTHORITY
except those whose names are written below: to vote for all nominees listed
above

- --------------------------------------------------------------------------------

2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS OF THE COMPANY.

/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED, AND TO BE SIGNED AND DATED, ON OTHER SIDE)
<PAGE>
THIS CARD IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE
BOARD OF DIRECTORS OF THE COMPANY. THE VOTING RIGHTS REPRESENTED HEREBY WILL BE
EXERCISED AS DIRECTED BY YOU. AS TO MATTERS COMING BEFORE THE MEETING FOR WHICH
NO VOTING INSTRUCTIONS ARE RECEIVED BY THE TRUSTEE PRIOR TO THE MEETING, THE
TRUSTEE WILL EXERCISE VOTING RIGHTS IN PROPORTION TO THE VOTING INSTRUCTIONS
ACTUALLY RECEIVED BY THE TRUSTEE PRIOR TO THE MEETING.

Dated: -------------------------, 1996
-------------------------------------
Signature
(PLEASE DATE AND SIGN EXACTLY AS YOUR
NAME APPEARS HEREON.)
PLEASE MARK, SIGN, DATE AND RETURN
THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS TO THE CANADA TRUST COMPANY
AS TRUSTEE UNDER THE STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.

1. ELECTION OF DIRECTORS. NOMINEES: James G. Fifield and Robert M. Price

/ / VOTE FOR all nominees listed above, / / WITHHOLD AUTHORITY
except those whose names are written below: to vote for all nominees listed
above

- --------------------------------------------------------------------------------

2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT
AUDITORS OF THE COMPANY.

/ / FOR / / AGAINST / / ABSTAIN

(CONTINUED, AND TO BE SIGNED AND DATED, ON OTHER SIDE)
<PAGE>
THIS CARD IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE
BOARD OF DIRECTORS OF THE COMPANY. THE VOTING RIGHTS REPRESENTED HEREBY WILL BE
EXERCISED AS DIRECTED BY YOU. AS TO MATTERS COMING BEFORE THE MEETING FOR WHICH
NO VOTING INSTRUCTIONS ARE RECEIVED BY THE TRUSTEE PRIOR TO THE MEETING, THE
TRUSTEE MAY EXERCISE VOTING RIGHTS IN SUCH MANNER AS THE TRUSTEE MAY, IN ITS
DISCRETION, DETERMINE.