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
For the fiscal year ended February 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 28, 1997 and
February 29, 1996 and the related statements of income and
changes in plan equity for each of the years in the three-year period ended
February 28, 1997. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of
February 28, 1997 and February 29, 1996 and the income and changes in plan
equity for each of the years in the three-year period ended February 28, 1997
in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 8, 1997
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Statements of Financial condition
February 28, 1997 and February 29, 1996
(Expressed in Canadian Dollars)
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1997 1996
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Assets
Cash (Overdraft) $ 32 $ (285)
Contributions receivable:
Employee 55,623 52,165
Employer 27,812 26,083
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83,435 78,248
Investment in shares of common stock of
International Multifoods Corporation, at
fair market value:
1997 - 8,207 shares; cost $199,079
1996 - 5,986 shares; cost $162,800 236,915 152,986
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$320,382 $230,949
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Plan Equity $320,382 $230,949
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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 28, 1997, February 29, 1996 and February 28, 1995
(Expressed in Canadian Dollars)
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1997 1996 1995
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Investment income:
Cash dividends $ 25,118 $ 21,462 $ 28,503
Interest income 82 92 104
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25,200 21,554 28,607
Increase (decrease) in unrealized
gain/loss on investment 47,650 (12,291) 19,826
Realized gain (loss) on withdrawals
of common stock 174,036 (97,364) 104,296
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Net investment gain (loss) 246,886 (88,101) 152,729
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Contributions and deposits:
Deposits by Members 652,218 631,224 662,624
Contributions by participating
Employer, net of forfeitures
on termination 324,655 308,699 326,465
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Total contributions and deposits 976,873 939,923 989,089
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Total increase in plan equity 1,223,759 851,822 1,141,818
Withdrawals:
Cash 6,233 6,550 8,113
Distributions in stock 1,128,093 838,219 1,159,792
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Total withdrawals 1,134,326 844,769 1,167,905
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Net increase (decrease) in plan equity 89,433 7,053 (26,087)
Balance of plan equity, beginning of year 230,949 223,896 249,983
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Balance at plan equity, end of year $ 320,382 $ 230,949 $ 223,896
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STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Notes to Financial Statements
February 28, 1997, February 29, 1996 and February 28, 1995
1. Summary of Significant Accounting Policies:
The accompanying financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Transactions in securities are recorded on the transaction date. The
investment in Common Stock of International Multifoods Corporation
("Multifoods") 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 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.
Contribution 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 28, 1997,
February 29, 1996 and February 28, 1995 were as follows:
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1997 1996 1995
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Number of employees 275 272 280
Number of shares 8,207 5,986 5,517
Net asset value per share:
At cost $34.427 $40.221 $40.134
At market 39.037 38.582 40.583
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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
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1997:
Aggregate market value/proceeds $1,119,696
Aggregate FIFO cost 945,660
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Realized Gain $ 174,036
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1996:
Aggregate market value/proceeds $ 838,219
Aggregate FIFO cost 935,583
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Realized Loss $ (97,364)
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1995:
Aggregate market value/proceeds $1,159,792
Aggregate FIFO cost 1,055,496
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Realized Gain $ 104,296
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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 28, 1997,
February 29, 1996 and February 28, 1995 are as follows:
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Members 1997 1996 1995
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Robin Hood Multifoods Inc. $592,889 $569,937 $576,961
Multifoods Inc. 59,329 61,287 80,957
Gourmet Bakery Inc. - - 4,706
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$652,218 $631,224 $662,624
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Employer 1997 1996 1995
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Robin Hood Multifoods Inc. $294,990 $279,432 $283,785
Multifoods Inc. 29,665 29,267 40,326
Gourmet Bakery Inc. - - 2,354
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$324,655 $308,699 $326,465
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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 28, 1997 By /s/ Allan C. Turner
Allan C. Turner
Member of the Savings Committee
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP.
Exhibit 23
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation:
We consent to incorporation by reference in Registration Statement No.
2-99818 on Form S-8 of International Multifoods Corporation of our
report dated May 8, 1997, relating to the statements of financial
condition of the Stock Purchase Plan of Robin Hood Multifoods Inc. as of
February 28, 1997 and February 29, 1996, and the related statements of
income and changes in plan equity for each of the years in the three-
year period ended February 28, 1997, which report appears in the
February 28, 1997 Annual Report on Form 11-K of International Multifoods
Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 23, 1997
