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 December 31, 1996
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
Employees' Voluntary Investment and Savings Plan
of International Multifoods Corporation
33 South 6th Street
Minneapolis, Minnesota 55402
(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)
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Financial Statements and Supplemental Schedules
December 31, 1996 and 1995
Independent Auditors' Report
The Board of Directors
International Multifoods Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Employees' Voluntary Investment and Savings Plan of
International Multifoods Corporation (the "Plan") as of
December 31, 1996 and 1995, and the related statements of changes in net
assets available for plan benefits for the years then ended. 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 net assets of the Plan as of
December 31, 1996 and 1995 and the changes in its net assets for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes and Reportable Transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The fund information in the Statements of Net Assets
Available for Plan Benefits and the Statements of Changes in Net Assets
Available for Plan Benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as
a whole.
/s/ KPMG Peat Marwick
Minneapolis, Minnesota
May 23, 1997
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1996
<CAPTION>
Participant-Directed
--------------------------------------------------------------------------------------------
Company Fixed Growth Equity Aggressive
Common Income Equity Index Growth Equity Balanced Loan
Stock Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ----------- ---------- ------------ ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. $2,935,983 $ - $ - $ - $ - $ - $ -
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash 31 - 9,133 8,767 88 5,105 -
Short-term Investment Fund 3,143 - - - - - -
Stable Return Fund - 5,943,236 - - - - -
Shares of registered funds:
Fidelity Magellan Fund - - 10,085,353 - - - -
Vanguard Equity Index Fund - - - 5,903,477 - - -
Vanguard Balanced Fund - - - - - 2,725,571 -
T Rowe Price New Horizons Fund - - - - 1,314,757 - -
Participant loan fund - - - - - - 544,079
---------- ----------- ----------- ---------- ---------- ---------- --------
Total investments 2,939,157 5,943,236 10,094,486 5,912,244 1,314,845 2,730,676 544,079
Accrued investment income 32,435 - - - 10 - -
Member contributions receivable 13,957 27,211 60,128 38,487 10,829 20,927 -
Employer contributions receivable - - - - - - -
---------- ---------- ----------- ---------- ---------- ---------- --------
Total assets 2,985,549 5,970,447 10,154,614 5,950,731 1,325,684 2,751,603 544,079
Unapplied retained Employer
contributions - - - - - - -
---------- ---------- ----------- ---------- ---------- ---------- --------
Net assets available for
plan benefits $2,985,549 $5,970,447 $10,154,614 $5,950,731 $1,325,684 $2,751,603 $544,079
========== ========== =========== ========== ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Non-
participant-
Directed
----------
Company
Common
Stock Fund Total
---------- ----------
<S> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. $8,167,229 $11,103,212
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash 86 23,210
Short-term Investment Fund 8,744 11,887
Stable Return Fund - 5,943,236
Shares of registered funds:
Fidelity Magellan Fund - 10,085,353
Vanguard Equity Index Fund - 5,903,477
Vanguard Balanced Fund - 2,725,571
T Rowe Price New Horizons Fund - 1,314,757
Participant loan fund - 544,079
---------- -----------
Total investments 8,176,059 37,654,782
Accrued investment income 90,227 122,672
Member contributions receivable - 171,539
Employer contributions receivable 70,083 70,083
---------- -----------
Total assets 8,336,369 38,019,076
Unapplied retained Employer
contributions (66,959) (66,959)
---------- -----------
Net assets available for
plan benefits $8,269,410 $37,952,117
========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1995
<CAPTION>
Nonparticipant-
Participant-Directed Directed
-------------------------------------------------------------- ----------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. $3,850,619 $ - $ - $ - $ - $8,078,837 $11,929,456
Common trust funds:
Norwest Bank Minnesota, N.A.:
Short-term Investment Fund 33,043 - 1,600 71 1,435 69,325 105,474
Stable Return Fund - 6,644,318 - - - - 6,644,318
Shares of registered funds:
Fidelity Magellan Fund - - 9,019,931 - - - 9,019,931
Fidelity U.S. Equity
Index Fund - - - 3,297,217 - - 3,297,217
Fidelity Balanced Fund - - - - 2,653,194 - 2,653,194
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total investments 3,883,662 6,644,318 9,021,531 3,297,288 2,654,629 8,148,162 33,649,590
Accrued investment income 38,056 - 5 - 5 79,845 117,911
Member contributions receivable 16,310 26,890 55,851 27,052 20,218 - 146,321
Employer contributions receivable - - - - - 59,574 59,574
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total assets $3,938,028 $6,671,208 $9,077,387 $3,324,340 $2,674,852 $8,287,581 $33,973,396
Unapplied retained Employer
contributions - - - - - (71,075) (71,075)
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets available
for plan benefits $3,938,028 $6,671,208 $9,077,387 $3,324,340 $2,674,852 $8,216,506 $33,902,321
========== ========== ========== ========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1996
<CAPTION>
Participant-Directed
-----------------------------------------------------------------------------------------
Company Fixed Growth Equity Aggressive
Common Income Equity Index Growth Equity Balanced Loan
Stock Fund Fund Fund Fund Fund Fund Fund
---------- ---------- ----------- ---------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 132,898 $ - $ 133,540 $ 114,580 $ - $ 159,336 $ -
Interest 1,011 - 6,240 137 27 23 9,518
Net appreciation (depreciation)
in fair value of investments (352,565) 375,360 953,433 869,240 15,503 56,494 -
---------- ---------- ----------- ---------- ---------- ---------- --------
Total investment income (loss) (218,656) 375,360 1,093,213 983,957 15,530 215,853 9,518
---------- ---------- ----------- ---------- ---------- ---------- --------
Contributions:
Members 479,821 807,405 2,504,631 1,127,549 140,338 629,796 -
Cash contributions by Employer - - - - - - -
---------- ---------- ----------- ---------- ---------- ---------- --------
Total contributions 479,821 807,405 2,504,631 1,127,549 140,338 629,796 -
Distributions (961,773) (1,192,229) (1,414,870) (603,389) (55) (371,433) -
Administrative expenses (2,943) (31,942) (9,638) (5,206) - (3,184) -
Fund transfers (248,928) (659,355) (1,096,109) 1,123,480 1,169,871 (394,281) 534,561
Transfers from
unapplied account, net - - - - - - -
---------- ---------- ----------- ---------- ---------- ---------- --------
Net increase (decrease)
in net assets available
for plan benefits (952,479) (700,761) 1,077,227 2,626,391 1,325,684 76,751 544,079
---------- ---------- ----------- ---------- ---------- ---------- --------
Net assets available for
plan benefits:
Beginning of year 3,938,028 6,671,208 9,077,387 3,324,340 - 2,674,852 -
---------- ---------- ----------- ---------- ---------- ---------- --------
End of year $2,985,549 $5,970,447 $10,154,614 5,950,731 $1,325,684 $2,751,603 $544,079
========== ========== =========== ========== ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Non-
participant-
Directed
----------
Company
Common
Stock Fund Total
---------- -----------
<S> <C> <C>
Investment income:
Dividends $ 342,051 $ 882,405
Interest 2,452 19,408
Net appreciation (depreciation)
in fair value of investments (844,256) 1,073,209
---------- -----------
Total investment income (loss) (499,753) 1,975,022
---------- -----------
Contributions:
Members - 5,689,540
Cash contributions by Employer 1,758,303 1,758,303
---------- -----------
Total contributions 1,758,303 7,447,843
---------- -----------
Distributions (773,475) (5,317,224)
Administrative expenses (7,048) (59,961)
Fund transfers (429,239) -
Transfers from
unapplied account, net 4,116 4,116
---------- -----------
Net increase (decrease) in
net assets available for
plan benefits 52,904 4,049,796
Net assets available for plan benefits:
Beginning of year 8,216,506 33,902,321
---------- -----------
End of year $8,269,410 $37,952,117
========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1995
<CAPTION>
Nonparticipant-
Participant-Directed Directed
---------------------------------------------------------------- ---------
Company Fixed Growth Equity Company
Common Income Equity Index Balanced Common
Stock Fund Fund Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 164,695 $ - $ 58,525 $ 61,485 $ 111,437 $ 334,532 $ 730,674
Interest 1,099 97,960 520 191 - 2,170 101,940
Net appreciation in
fair value
of investments 375,762 373,863 2,441,631 759,101 238,465 739,775 4,928,597
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total
investment income 541,556 471,823 2,500,676 820,777 349,902 1,076,477 5,761,211
---------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Members 534,683 767,892 1,580,309 694,101 607,367 - 4,184,352
Cash contributions
by Employer - - - - - 1,535,248 1,535,248
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total contributions 534,683 767,892 1,580,309 694,101 607,367 1,535,248 5,719,600
---------- ---------- ---------- ---------- ---------- ---------- -----------
Distributions (1,200,476) (1,702,989) (1,564,896) (563,260) (546,906) (1,853,845) (7,432,372)
Fund transfers (60,176) 275,186 (56,439) 212,987 (253,090) (118,468) -
Transfers from unapplied
account, net - - - - - (16,687) (16,687)
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase
(decrease) in
net assets
available for
plan benefits (184,413) (188,088) 2,459,650 1,164,605 157,273 622,725 4,031,752
Net assets available for
plan benefits:
Beginning of year 4,122,441 6,859,296 6,617,737 2,159,735 2,517,579 7,593,781 29,870,569
---------- ---------- ---------- ---------- ---------- ---------- -----------
End of year $3,938,028 $6,671,208 $9,077,387 $3,324,340 $2,674,852 $8,216,506 $33,902,321
========== ========== ========== ========= ========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 1996 and 1995
1) Description of Plan
The following brief description of the Employees' Voluntary Investment
and Savings Plan of International Multifoods Corporation (the "Plan") is
provided for general information purposes only. For more complete
information about the Plan's eligibility, vesting, withdrawal and
benefit provisions, employees should refer to their copy of the Summary
Plan Description.
The Plan is a voluntary investment and savings plan intended to be a
long-term investment program to provide participating employees
("Members") with additional retirement income. Salaried and
commissioned employees as well as certain hourly employees of
International Multifoods Corporation (the "Company") and participating
subsidiaries are eligible for the Plan after one year of qualifying
service. The Plan is a salary reduction plan under Section 401(k) of
the Internal Revenue Code and qualifies as an Employee Stock Ownership
Plan ("ESOP") under Section 4975(e) of the Internal Revenue Code. The
ESOP provisions allow the Trustee (Norwest Bank Minnesota, N.A.), at the
direction of the Plan Administrator, to purchase common stock of the
Company with the proceeds of one or more loans. Any loan transactions
entered into must provide that the lender shall be without recourse
against the assets of the Plan, except for common stock held in a loan
suspense account, and therefore not allocated to participating Members.
The Company and its participating subsidiary corporations (the
"Employer") absorb a major portion of the administrative costs of the
Plan, with the Plan absorbing the remainder including audit and
accounting fees, legal fees and other administrative costs. The Trustee
is responsible for holding the assets of the Plan and participant
recordkeeping, and the Company is the Plan Administrator.
Members enter into salary reduction agreements with the Employer and may
contribute, within limitations specified by the Internal Revenue Code,
from 2% to 15% of covered pay. The Employer's contribution is 50% of
the Member's contribution with a limit of 3.5% of the Member's covered
pay. Members' deposits are fully vested. Employer contributions are
20% vested after one year of service and continue to vest an additional
20% each year, becoming fully vested after the employee has completed
five years of service, or upon reaching age 65, retirement, pre-
retirement disability, death and certain other occurrences.
An employee, whether or not such employee has satisfied the service
requirement to become a Member, is eligible to contribute any amount
that qualifies as a rollover contribution (as defined in the Plan).
Rollover contributions are not eligible for Employer matching
contributions.
2) Accounting Policies
Basis of Accounting
- -------------------
The Plan's accounting policies conform to generally accepted accounting
principles ("GAAP") applied on a consistent basis. The financial
statements of the Plan are prepared under the accrual method of
accounting.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.
Investment Valuation and Income Recognition
- -------------------------------------------
Significant policies related to investments are summarized below:
The fair value of investments in the Company's common stock is based
upon published quotations.
The fair value of investments in common trust funds and mutual funds
is determined by the trustee or custodian of those funds on the
basis of the fair values of the underlying net assets.
Net appreciation (depreciation) in fair value of investments
represents increases or decreases in value resulting from realized
and unrealized gains and losses.
The Member loans are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis, and dividends are
recorded on the ex-dividend date.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
3) Investment Funds
Members may direct their deposits to be invested in any one of the
following investment funds: Company Common Stock Fund, Fixed Income
Fund, Growth Equity Fund, Equity Index Fund, Aggressive Growth Equity
Fund, and the Balanced Fund. Contributions can be allocated to funds in
increments of 10%. Contributions and investment balances can be
reallocated on a quarterly basis.
The type of investments each fund may make is described in the Plan.
Each of the funds may temporarily hold cash or make short-term
investments. The Fixed Income Fund, Growth Equity Fund, Equity Index
Fund, Aggressive Growth Equity Fund, and the Balanced Fund may not
invest in securities of the Company. The following schedule summarizes
the type of investments which may be made by each of the funds:
Fund Description
- ----------------------- ---------------------------------------------
Company Common Stock Common stock of the Company
Fixed Income Mutual fund that invests in fixed income
securities including contracts with insurance
companies and banks
Growth Equity Mutual fund that invests in equity securities
Equity Index Mutual fund that invests in equity securities
of companies in the Standard and Poor's 500
Aggressive Growth Equity Mutual fund that invests in equity securities
of young, emerging growth companies
Balanced Mutual fund that invests in fixed income
securities and equity securities
4) Member Loans
Effective January 1, 1996, the Plan was amended to allow Members to
borrow from their account and repay it through after-tax payroll
deductions. Members may borrow from their accounts a minimum of $1,000
up to a maximum equal to the lesser of $50,000 or 50% of their account
balance. Loan transactions are treated as transfers between the
investment funds and the Loan Fund. Loan terms range from one to five
years. The loans are due and payable 30 days following termination of
employment, or earlier in certain circumstances. The loans are secured
by the balance in the Member's account and bear interest at the prime
rate plus 2%. Principal and interest payments are paid ratably from
each paycheck.
5) Unapplied Retained Employer Contributions
Unapplied retained Employer contributions represent amounts of nonvested
past Employer contributions attributable to terminated participating
employees, but which do not represent forfeitures until such employees
incur a defined break in service. These accounts are available to
reduce future Employer contributions upon becoming defined forfeitures,
or to be credited to such employees' accounts as a result of rehire if
there is not a defined break in service.
Forfeitures of nonvested Employer contributions for the years ended
December 31, 1996 and 1995 were $33,173 and $35,076, respectively.
6) Plan Termination
Although it has not expressed any intention to do so, the Company has
the right to 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 which have not vested will become vested. Thereafter, full
distribution of each fund may be made to Members, either by lump sum
payment or by annual installment payments over a period not exceeding
ten years.
7) Distributions
The Plan provides for the distribution of a Member's account balance
upon retirement, death, termination of employment or certain other
occurrences. In addition, Members who meet certain qualifications as to
age and length of participation in the Plan, or who have a proven
financial hardship, may elect to withdraw a portion of their account
balance. Distributions may be made either by lump sum payment or by
annual installment payments over a period not exceeding ten years at the
discretion of the Plan Administrator. Distributions from the Company
Common Stock Fund of the Plan are made in full shares of common stock of
the Company and cash for any fractional share equivalents, except that
members whose account balances are less than or equal to $3,500 or 100
shares may elect to receive cash distributions. The number of shares to
be distributed is determined by the market value of the common stock as
of the valuation date.
8) Income Taxes
The Company received a tax determination letter dated June 25, 1996,
from the Internal Revenue Service stating that the Plan meets the
requirements of Section 401(a) of the Internal Revenue Code and that the
trust created under the Plan is therefore exempt from Federal income
taxes under provisions of Section 501(a). As of the date of this
report, the Company believes that the Plan and its related trust
continue to qualify under the provisions of Sections 401(a) and 501(a)
and are exempt from Federal income taxes.
The Plan qualifies as a salary reduction plan under Section 401(k) of
the Internal Revenue Code. Accordingly, Employer contributions and
allocations to Members' accounts of trust earnings are not taxable to
Members when made or when credited to the Member's account. However,
Member distributions are subject to ordinary income taxes and may be
subject to an additional 10% penalty tax.
9) Reconciliation to Form 5500
At December 31, 1996 and 1995, net assets available for plan benefits in
the accompanying financial statements differ from Form 5500, as filed
with the Internal Revenue Service as follows:
1996 1995
----------- -----------
Net assets available for plan
benefits per Form 5500 $37,412,765 $33,223,503
Adjustment for benefits payable 539,352 678,818
----------- -----------
Net assets available for
plan benefits per accompanying
financial statements $37,952,117 $33,902,321
=========== ===========
10) Investments
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1996:
Face Amount or
No. of Shares Fair Value
-------------- -----------
International Multifoods
Corporation common stock 612,591 $11,103,212
Fidelity Magellan Fund 125,051 10,085,353
Norwest Stable Return Fund 252,046 5,943,236
Vanguard Equity Index Fund 85,360 5,903,477
Vanguard Balanced Fund 151,927 2,725,571
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1995:
Face Amount or
No. of Shares Fair Value
-------------- -----------
International Multifoods
Corporation common stock 592,768 $11,929,456
Fidelity Magellan Fund 104,907 9,019,931
Norwest Stable Return Fund 299,969 6,644,318
Fidelity U.S. Equity Index Fund 146,088 3,297,217
Fidelity Balanced Fund 196,242 2,653,194
11) Party-In-Interest Transactions
Transactions resulting in plan assets being transferred to or used by a
related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applies. The Trustee of the Plan, Norwest
Bank Minnesota, N.A., and International Multifoods Corporation are
defined as parties-in-interest with respect to the Plan. However, such
transactions are exempt under section 408(b)(8) and are not prohibited
under the Act.
Schedule 1
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
<CAPTION>
Description of investment,
including maturity date,
Identity of issue, borrower, lessor rate of interest, collateral,
or similar party and par or maturity value Cost Fair Value
- -------------------------------------- ----------------------------------- ----------- ----------
<S> <C> <C> <C>
Common stock:
*International Multifoods Corporation 612,591 shares common stock, $11,616,280 $11,103,212
par value $0.10 per share
- ------------------------------------------------------------------------------------------------------------------
Total common stock 11,616,280 11,103,212
- ------------------------------------------------------------------------------------------------------------------
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
*Cash Cash equivalents 23,210 23,210
*Short-term Investment Fund 11,887 shares 11,887 11,887
*Stable Return Fund 252,046 shares 5,175,519 5,943,236
- ------------------------------------------------------------------------------------------------------------------
Total cash and common trust funds 5,210,616 5,978,333
- ------------------------------------------------------------------------------------------------------------------
Shares of registered funds:
Fidelity Magellan Fund 125,051 shares 9,132,968 10,085,353
Vanguard Equity Index Fund 85,360 shares 5,548,995 5,903,477
Vanguard Balanced Fund 151,927 shares 2,789,632 2,725,571
T Rowe Price New Horizons Fund 60,393 shares 1,419,334 1,314,757
- ------------------------------------------------------------------------------------------------------------------
Total shares of registered funds 18,890,929 20,029,158
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Participant loan fund - 544,079 544,079
- ------------------------------------------------------------------------------------------------------------------
Total investments $36,261,904 $37,654,782
==================================================================================================================
* Represents party-in-interest.
</TABLE>
See accompanying independent auditors' report.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN Schedule 2
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1996
<CAPTION>
Fair Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Asset Price Price Asset Date or (Loss)
- --------------------------------- --------------------- ---------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Series of transactions (involving
one security) which exceed 5%
of plan assets.
*International Multifoods
Corporation Common Stock $2,343,473 $ 457,697 $ 495,381 $ - $ (37,684)
*Norwest Bank Minnesota, N.A. Short-term
Investment Fund 4,326,070 4,418,222 4,418,222 - -
*Norwest Bank Minnesota, N.A. Stable Return Fund 794,422 1,870,865 1,678,732 - 192,133
Fidelity Magellan Fund Registered Fund 4,508,405 2,868,485 2,638,409 - 230,076
Fidelity Balance Fund Registered Fund 509,709 3,135,111 3,044,574 - 90,537
Fidelity U.S. Equity Index Fund Registered Fund 2,152,153 5,924,032 4,668,652 - 1,255,380
Vanguard Equity Index Fund Registered Fund 5,710,448 170,248 161,453 - 8,795
Vanguard Balanced Fund Registered Fund 2,876,730 87,781 87,098 - 683
- --------------------------------------------------------------------------------------------------------------------------
Individual transactions
(involving one security)
which exceed 5% of plan assets.
Fidelity Balanced Fund Registered Fund $2,430,355 $2,507,240 $2,430,355 $2,507,240 $ 76,885
Fidelity U.S. Equity Index Fund Registered Fund 4,255,704 5,356,027 4,225,704 5,356,027 1,130,323
Vanguard Balanced Fund Registered Fund 2,435,769 - 2,435,769 2,435,769 -
Vanguard Equity Index Fund Registered Fund 5,297,938 - 5,297,938 5,297,938 -
</TABLE>
* Represents party-in-interest
Note: Certain columns not required for this schedule have been omitted.
See accompanying independent auditors' report.
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.
EMPLOYEES' VOLUNTARY
INVESTMENT AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
June 23, 1997 By /s/ Joyce G. Traver
Joyce G. Traver
Director - Benefits
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 the Registration Statement
(No. 33-48073) on Form S-8 with respect to the Employees' Voluntary
Investment and Savings Plan of International Multifoods Corporation (the
Plan) of our report dated May 23, 1997, relating to the statements of
net assets available for plan benefits of the Plan as of December 31,
1996 and 1995, and the related statements of changes in net assets
available for plan benefits for the years then ended, which report
appears in the December 31, 1996 Annual Report on Form 11-K of
International Multifoods Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 23, 1997
