<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 Section240.14a-11(c) or
Section240.14a-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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO]
INTERNATIONAL MULTIFOODS CORPORATION
200 EAST LAKE STREET
WAYZATA, MINNESOTA 55391
612-594-3300
MAY 12, 1999
Dear Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of International Multifoods Corporation. The meeting will be held on Friday,
June 18, 1999, at 11:00 a.m. local time, at the Boatworks Event Center, 294 East
Grove Lane, Wayzata, Minnesota. Parking will be available at the Boatworks Event
Center and at the corporate offices of International Multifoods Corporation,
which are located immediately to the west of the Boatworks Event Center. 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 28, 1999 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 ENSURE THAT YOUR SHARES WILL BE
REPRESENTED AT THE MEETING.
Sincerely,
[SIG]
Gary E. Costley, Ph.D.
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 18, 1999
TO THE STOCKHOLDERS OF
INTERNATIONAL MULTIFOODS CORPORATION:
The Annual Meeting of Stockholders of International Multifoods Corporation
(the "Company") will be held on Friday, June 18, 1999, at 11:00 a.m. local time,
at the Boatworks Event Center, 294 East Grove Lane, Wayzata, Minnesota, for the
following purposes:
1. To elect two directors for a term of three years;
2. To approve the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending February 29, 2000; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Holders of record of the Company's Common Stock as of the close of business
on May 3, 1999 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT 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 12, 1999
<PAGE>
INTERNATIONAL MULTIFOODS CORPORATION
200 EAST LAKE STREET
WAYZATA, MINNESOTA 55391
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 18, 1999
GENERAL MATTERS
SOLICITATION OF PROXIES
This Proxy Statement and the enclosed form of proxy are being furnished to
stockholders of International Multifoods Corporation (the "Company") in
connection with the Annual Meeting of Stockholders of the Company to be held on
June 18, 1999, and any adjournment thereof (the "Annual Meeting"). The Board of
Directors of the Company is soliciting proxies for voting on the matters
described 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, were sent to stockholders of the Company on or about May
12, 1999. We are paying the costs of solicitation, including the cost of
preparing and mailing this Proxy Statement. We have retained Morrow & Company
Inc. to assist in the solicitation of proxies from stockholders for a fee of
$6,000 plus out-of-pocket expenses. The solicitation by mail may be followed by
solicitation in person, or by telephone or facsimile, by our regular employees
without additional compensation or by employees of Morrow & Company Inc. We will
reimburse brokers, banks and other custodians and nominees for their reasonable
out-of-pocket expenses incurred in sending proxy materials to the Company's
stockholders.
WHO CAN VOTE
Only stockholders of record as of the close of business on May 3, 1999 will
be entitled to vote at the Annual Meeting. As of that date, there were
18,737,951 shares of Common Stock, par value $.10 per share ("Common Stock"),
issued and outstanding and entitled to vote at the Annual Meeting. Stockholders
are entitled to one vote for each share held.
HOW YOU CAN VOTE
You can vote by completing and returning your signed proxy card. If you
return your signed proxy card before the Annual Meeting, we will vote your
shares as you direct. With respect to the election of directors, you may (i)
vote for the nominees named in this Proxy Statement as a group, (ii) withhold
authority to vote for the nominees as a group or (iii) vote for such nominees
other than any nominee you identify in the appropriate space on the proxy. With
respect to each other matter, you may vote FOR, AGAINST or ABSTAIN from voting.
If you abstain, you will be deemed to have cast a vote at the Annual Meeting
and, therefore, your abstention will have the effect of a vote against a matter.
If no specific instructions are indicated on the proxy, your shares will be
voted (i) FOR the election of the two directors as nominated, (ii) FOR the
approval of the appointment of KPMG Peat Marwick LLP as the independent auditors
of the Company and (iii) 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 the enclosed proxy. If a broker indicates on the proxy that
it does not have authority to vote certain shares 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.
VOTES REQUIRED
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 the most votes for their election will be
elected
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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 will be required.
HOW YOU MAY REVOKE OR CHANGE YOUR VOTE
You may revoke your proxy at any time before it is voted at the Annual
Meeting 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 delivering a written revocation at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 19, 1999 (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;
- the beneficial ownership 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.
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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) 8.63%
4666 Faries Parkway
Decatur, Illinois 62526
Woodland Partners LLC........................ 947,300(2) 5.04%
60 South Sixth Street, Suite 3750
Minneapolis, Minnesota 55402
Gary E. Costley, Ph.D........................ 256,516(3) 1.35%
William L. Trubeck........................... 92,100(4) *
Frank W. Bonvino............................. 76,712(5) *
Robert S. Wright............................. 69,523(6) *
Robert M. Price.............................. 46,799(7) *
Jeffrey E. Boies............................. 31,637(8) *
Jack D. Rehm................................. 26,445(9) *
Nicholas L. Reding........................... 25,048(10) *
Lois D. Rice................................. 17,399(11) *
Richard K. Smucker........................... 13,074(12) *
Dolph W. von Arx............................. 9,788(13) *
Claire L. Arnold............................. 2,293(14) *
All Executive Officers and Directors
as a Group (16 persons).................... 776,574(15) 4.00%
</TABLE>
- ---------
* Less than 1%
(1) The information was reported on an amended Schedule 13D, dated June 4,
1993.
(2) Woodland Partners LLC ("Woodland") reported on a Schedule 13G, dated
February 8, 1999, filed with the Securities and Exchange Commission, that it
has sole voting power with respect to 819,100 shares, shared voting power
with respect to 128,200 shares and sole dispositive power with respect to
all of the shares. Woodland reported that the filing was made in its
capacity as an investment adviser which manages accounts for the benefit of
its clients and that dividends on, and the proceeds from the sale of, the
shares are credited to such accounts. Woodland further reported that no
single account managed by Woodland holds more than 5% of the shares.
(3) Includes 211,250 shares issuable pursuant to stock options that are
currently exercisable or which will become exercisable prior to May 19,
1999, and 634 shares held in trust for the benefit of Dr. Costley under the
Employees' Voluntary Investment Savings Plan of the Company (the "Savings
Plan").
(4) Includes 77,500 shares issuable pursuant to stock options that are
currently exercisable or which will become exercisable prior to May 19,
1999, and 500 shares held in trust for the benefit of Mr. Trubeck under the
Savings Plan.
(5) Includes 51,950 shares issuable pursuant to stock options that are
currently exercisable or that will become exercisable prior to May 19, 1999,
and 8,476 shares held in trust for the benefit of Mr. Bonvino under the
Savings Plan.
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(6) Includes 46,000 shares issuable pursuant to stock options that are
currently exercisable or that will become exercisable prior to May 19, 1999,
and 2,600 shares held in trust for the benefit of Mr. Wright under the
Savings Plan.
(7) Includes 36,674 shares issuable pursuant to stock options that are
currently exercisable.
(8) Includes 23,000 shares issuable pursuant to stock options that are
currently exercisable or that will become exercisable prior to May 19, 1999,
and 497 shares held in trust for the benefit of Mr. Boies under the Savings
Plan.
(9) Includes 15,000 shares issuable pursuant to stock options that are
currently exercisable.
(10) Includes 21,000 shares issuable pursuant to stock options that are
currently exercisable.
(11) Includes 15,663 shares issuable pursuant to stock options that are
currently exercisable.
(12) Includes 3,000 shares issuable pursuant to stock options that are currently
exercisable and 3,000 shares held in trust of which Mr. Smucker is the
trustee. Mr. Smucker disclaims beneficial ownership of such shares held in
trust.
(13) Includes 7,288 shares issuable pursuant to stock options that are currently
exercisable.
(14) Includes 1,500 shares issuable pursuant to stock options that are currently
exercisable.
(15) Includes 592,725 shares issuable pursuant to stock options that are
currently exercisable or that will become exercisable prior to May 19, 1999,
and 23,595 shares held in trust for the benefit of the executive officers
under the Savings Plan and the Stock Purchase Plan of Robin Hood Multifoods
Inc., an indirect wholly-owned subsidiary of the Company.
ELECTION OF DIRECTORS
The Board of Directors of the Company is composed of eight 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. Robert
M. Price and Richard K. Smucker are Class II directors whose terms expire at the
Annual Meeting. The Board of Directors has nominated Messrs. Price and Smucker
for election to the Board of Directors at the Annual Meeting for terms 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. Claire L. Arnold, Lois
D. Rice and Dolph W. von Arx are Class I directors whose terms expire in 2001.
Gary E. Costley, Nicholas L. Reding and Jack D. Rehm are Class III directors
whose terms expire in 2000. All of the directors were elected to the Board of
Directors by the stockholders, except for Mr. Smucker, who was elected by the
Board on March 20, 1997.
Unless otherwise directed by you in your proxy, we will vote your shares for
the election of the nominees named. In the event that any nominee becomes
unavailable for election at the Annual Meeting, we will vote your shares for a
substitute nominee as recommended by the Board of Directors, unless you tell us
not to on your proxy card.
4
<PAGE>
BIOGRAPHICAL INFORMATION OF DIRECTORS
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------
CLAIRE L. ARNOLD, 52 Director since 1997
[PHOTO] Ms. Arnold is currently Chief Executive Officer of Leapfrog
Services, Inc. (computer technology outsourcing services), which
office she has held since June 1998. Ms. Arnold was a private
investor from June 1994 to June 1998. Ms. Arnold served as
President and Chief Executive Officer of Nicotiana Enterprises,
Inc., a family holding company holding stock in NCC L.P., a major
distributor of grocery, tobacco, confection, health and beauty,
and allied products to retail stores, from August 1979 to April
1994. Ms. Arnold was Chief Executive Officer of NCC L.P. from
August 1979 to June 1994 and was also its Chairman from August
1979 to November 1992. Ms. Arnold is a director of Morrison
Health Care, Inc., Ruby Tuesday, Inc. and Schweitzer-Mauduit
International, Inc.
- -----------------------------------------------------------------------------------------
GARY E. COSTLEY, Ph.D., 55 Director since 1997
[PHOTO] Dr. Costley is Chairman of the Board, President and Chief
Executive Officer of the Company, which office he has held since
January 1997. From May 1995 to December 1996, Dr. Costley served
as dean of the Babcock Graduate School of Management at Wake
Forest University. Prior to July 1994, Dr. Costley was an
Executive Vice President of Kellogg Company and President,
Kellogg North America. Dr. Costley is a director of Candlewood
Hotel Company, Inc. and Pharmacopeia, Inc.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
ROBERT M. PRICE, 68 Director since 1983
[PHOTO] Mr. Price is President of PSV, Inc. (management
consulting-technology and strategy), which position he has held
since May 1990. From May 1996 to December 1996, Mr. Price served
as interim Chairman of the Board and Chief Executive Officer of
the Company. Mr. Price is a director of Affinity Technology
Group, Inc., Fourth Shift Corporation, Public Service Company of
New Mexico and Tupperware Corporation.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
NICHOLAS L. REDING, 64 Director since 1988
[PHOTO] Mr. Reding is former Vice Chairman of the Board of Monsanto
Company (food, agriculture and pharmaceuticals), which office he
held from January 1993 to December 1998. Mr. Reding is a director
of CPI Corp. and Meredith Corporation.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
JACK D. REHM, 66 Director since 1991
[PHOTO] Mr. Rehm is former Chairman of the Board of Meredith Corporation
(diversified media), which office he held from January 1997 to
January 1998. From July 1994 to January 1997, Mr. Rehm was
Chairman of the Board and Chief Executive Officer of Meredith
Corporation. From July 1992 to July 1994, Mr. Rehm was Chairman
of the Board, President and Chief Executive Officer of Meredith
Corporation. Mr. Rehm is a director of Meredith Corporation and
ING Mutual Funds Management Co. LLC.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
LOIS D. RICE, 66 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. Mrs. Rice is a director of Fleet
Financial Group, Inc., HSB Group, Inc., The McGraw-Hill
Companies, Inc. and UNUM Corporation.
- -----------------------------------------------------------------------------------------
RICHARD K. SMUCKER, 50 Director since 1997
[PHOTO] Mr. Smucker is President of The J.M. Smucker Company (jams,
jellies, ice cream toppings, juices and other food products),
which office he has held since 1987. Mr. Smucker is a director of
The J.M. Smucker Company, The Sherwin-Williams Company and Wm.
Wrigley Jr. Company.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
DOLPH W. VON ARX, 64 Director since 1997
[PHOTO] Mr. von Arx is Chairman of the Board of Isolux Corporation (fiber
optic cable for medical and surgical applications), which office
he has held since November 1998. Mr. von Arx was Chairman of the
Board of Morrison Restaurants, Inc. from March 1996 to June 1998.
Mr. von Arx is also a director of BMC Fund, Inc., Cree Research,
Inc., MacKenzie Investment Management, Inc. and Ruby Tuesday,
Inc.
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during the fiscal year ended
February 28, 1999, five 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
<TABLE>
<S> <C> <C>
Members: Robert M. Price (Chair), Claire L. Arnold, Jack D. Rehm, Lois D. Rice and Richard K.
Smucker
Number of Meetings in Fiscal Year 1999: Two
Functions: - 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
</TABLE>
COMPENSATION COMMITTEE
<TABLE>
<S> <C> <C>
Members: Jack D. Rehm (Chair), Claire L. Arnold, Nicholas L. Reding and Dolph W. von Arx
Number of Meetings in Fiscal Year 1999: Four
Functions: - 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
- administers the Company's stock option, stock-based incentive and bonus plans
and makes grants or awards under such plans
- recommends to the Board of Directors the adoption of or amendments to
employee benefit plans and stock-based incentive plans of the Company
</TABLE>
7
<PAGE>
EXECUTIVE COMMITTEE
<TABLE>
<S> <C> <C>
Members: Gary E. Costley (Chair), Robert M. Price, Nicholas L. Reding, Jack D. Rehm and Richard
K. Smucker
Number of Meetings in Fiscal Year 1999: None
Functions: - such powers and authority as may be expressly conferred upon it from time to
time by the Board of Directors
</TABLE>
FINANCE AND BENEFIT INVESTMENT COMMITTEE
<TABLE>
<S> <C> <C>
Members: Richard K. Smucker (Chair), Claire L. Arnold, Robert M. Price, Nicholas L. Reding, Jack
D. Rehm and Lois D. Rice
Number of Meetings in Fiscal Year 1999: Two
Functions: - reviews the capital structure, source and use of funds and financial position
of the Company and makes periodic reports to the Board of Directors on such
reviews
- provides advice and counsel regarding financial policies to management of the
Company and the Board of Directors
- establishes investment policies and guidelines for employee benefit plans,
approves investment managers of employee benefit plan assets and reviews
investment performance of such plan assets
</TABLE>
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
<TABLE>
<S> <C> <C>
Members: Nicholas L. Reding (Chair), Lois D. Rice and Dolph W. von Arx
Number of Meetings in Fiscal Year 1999: Three
Functions: - reviews, evaluates and recommends director candidates for nomination by the
Board of Directors and establishes guidelines for the Board of Directors in
considering nominees
- reviews corporate governance issues and makes recommendations to the Board of
Directors on corporate governance matters
</TABLE>
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.
COMPENSATION OF DIRECTORS
The Company structures director compensation to attract and retain qualified
non-employee directors, and to further align the interests of those directors
with the interests of stockholders by linking a portion of their compensation to
stock performance. Directors who are also employees of the Company are not
separately compensated for any services provided as a director.
ANNUAL RETAINER AND MEETING FEES
Non-employee directors receive the following fees for their service on the
Board of Directors:
<TABLE>
<S> <C>
Annual Retainer................. $20,000
Fee for each Board Meeting...... $ 1,000 ($1,250 if more than one day)
Fee for each Committee Meeting.. $ 1,000 ($1,250 in case of Chair of
Committee)
</TABLE>
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. During the fiscal year ended February 28, 1999,
each non-employee director of the Company elected to take all or part of their
annual retainer and meeting fees in shares of restricted Common Stock or options
to purchase shares of
8
<PAGE>
Common Stock. 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 that 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 28, 1999.
STOCK OPTIONS
On the first business day in July of each year, each non-employee director
is granted a non-qualified 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.
DIRECTOR STOCK OWNERSHIP GUIDELINES
The Board has adopted a director stock ownership guideline, which provides
that each non-employee director is expected to own Common Stock having a value
of four times the amount of the annual retainer fee paid to such director, at
the end of a period of five years commencing as of July 1, 1998. Each
non-employee director who is elected for the first time after July 1, 1998 will
be expected to own Common Stock having a value of four times the amount of the
annual retainer fee paid to such director, at the end of a period of five years
commencing on the date such director is elected.
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.
- A significant part of the executive officers' compensation should be at
risk. Accordingly, incentive compensation should be directly related to
achieving specified levels of the Company's financial performance.
- 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 has four components that 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 Company uses a broad base of companies of comparable size to
reflect the market in which the Company competes for executive talent.
Accordingly, the peer group is not limited to food companies included in the
Standard & Poor's MidCap Foods Index, which has been used for the purpose of
comparison in the Stock Performance Graph in this Proxy Statement.
The Committee reviews the base salary of each executive officer at every
regularly scheduled Committee meeting. The Committee generally grants a salary
increase to an executive officer once every 12
9
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to 18 months, 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 INCENTIVE. In fiscal year 1999, the Committee recommended to the
Board of Directors of the Company, and the Board of Directors of the Company
adopted, the Amended and Restated Management Incentive Plan. The Amended and
Restated Management Incentive Plan was subsequently approved by the Company's
stockholders at the 1998 Annual Meeting of Stockholders of the Company. Under
the Amended and Restated Management Incentive Plan, the Committee adopted the
Company's EVA Incentive Plan for fiscal years 1999 through 2001 (the "EVA
Incentive Plan"). The EVA Incentive Plan provides for incentive awards based on
improvements in Economic Value Added ("EVA"). EVA is a measure of economic
profit that determines whether a business is earning more than its after-tax
cost of capital. In general, EVA is net operating profit after taxes, less a
charge for the use of capital. EVA provides a framework within which management
can make decisions which focus on building long-term value for the Company and
its stockholders.
Under the EVA Incentive Plan, incentive awards are linked to improvements in
the EVA of both the Company and the Company's business units. EVA improvement
targets for the Company and its business units and target incentive awards for
each participant are established in each fiscal year. Up to 20% of the incentive
award earned by a participant in a fiscal year is payable at the discretion of
the Committee based upon review of the participant's performance. The incentive
award earned in any fiscal year is then credited to the participant's "incentive
bank", and the incentive available to be paid to the participant equals the
amount of the incentive bank balance up to the amount of the target incentive
award, plus 1/3 of the incentive bank balance in excess of the target incentive
award. Any excess incentive award which is not paid remains in the incentive
bank for payment in future fiscal years, subject to reduction or loss if actual
EVA in those years results in incentive determinations that are less than zero.
No incentive award is paid when the incentive bank balance is negative, and
negative incentive bank balances are carried forward to offset future incentive
awards earned. However, the Committee determined that if there was a negative
balance for fiscal year 1999, the negative balance would not carry forward.
There is no limit on the incentive awards that can be achieved for superior
levels of excess EVA improvement. However, the incentive award paid to any
participant will be capped at $2,500,000 in any fiscal year and any amount in
excess of such cap will be forfeited by the participant.
At the beginning of fiscal year 1999, the Committee established EVA
improvement targets for the Company and each of its business units and target
incentive awards for participants under the EVA Incentive Plan. However, the
Committee retained discretion to reduce or eliminate the incentive compensation
awarded to any participant for any reason. The target incentive awards for the
Chief Executive Officer and the other corporate executive officers were based on
EVA improvement for the Company as a whole. The target incentive awards for
executive officers who are presidents of the business units were based on an
allocation between EVA improvement for the Company as a whole and EVA
improvement for the respective business units.
The target incentive award, 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 considers incentive
amounts awarded to officers in comparable positions at companies of comparable
size to the Company, as described above. For fiscal year 1999, the target
incentive award for the Chief Executive Officer was 65% of base salary and for
the other executive officers named in the Summary Compensation Table was 50% of
base salary.
Based upon EVA improvement for the Company and each of its business units
during fiscal year 1999, Dr. Costley and the other corporate executive officers
were awarded approximately 60% of their target incentive awards, Mr. Boies was
awarded approximately 84% of his target incentive award, and Mr. Wright was
awarded approximately 30% of his target incentive award.
10
<PAGE>
LONG-TERM COMPENSATION. Long-term compensation comprises primarily stock
options and restricted stock that are used to motivate and retain selected key
employees. Shares of stock issued under these programs are authorized by the
1997 Stock-Based Incentive Plan (the "1997 Plan"), Part I of the Amended and
Restated 1989 Stock-Based Incentive Plan (the "1989 Plan") or the 1986 Stock
Option Incentive Plan (the "1986 Plan") of the Company. In addition, in the
past, the Company has implemented certain cash long term incentive programs. 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 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 and economic performance of the Company in determining
whether or not to grant options to the executive officers. During fiscal year
1999, the Committee adopted stock option grant guidelines which provide that
future grants of stock options will be performance-based dependent on the
attainment of certain EVA improvement objectives. In addition, the Committee
grants stock options to new officers and key employees of the Company in order
to provide appropriate incentives to promote the long-term growth of the
Company. 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. During fiscal year 1997, the presidents of the
Company's business units were granted awards under the Company's cash long-term
incentive program. Awards under the long-term incentive program for the
Company's business units are made at the Committee's discretion. The cash
program had a three-year performance cycle ended on February 28, 1999. Payments
are made under the program only if the Committee determines that the applicable
business unit achieved specified financial objectives, such as cumulative
operating earnings, compound sales growth rate and/or return on sales, during
the performance cycle. The Committee determined that no payouts will be made
under the program.
STOCK OWNERSHIP TARGETS. In 1992, the Committee established a stock
ownership program that includes stock ownership targets for key management
employees of the Company, including the Company's executive officers. In 1997,
the Committee modified the target ownership guidelines under the stock ownership
program. Under the modified stock ownership program, during a ten-year period
commencing in 1997, each participant in the stock ownership program is expected
to achieve stock ownership targets based on a multiple of the participant's
annual total cash compensation. The multiple for the Chief Executive Officer of
the Company is two times annual total cash compensation and the multiple for all
other participants is 1.5 times annual total cash compensation. The target is
expressed both as a dollar value and as a number of shares. Such number of
shares is determined by dividing the multiple of annual total cash compensation
by the approximate market price of a share of Common Stock of the Company at the
time the modified stock ownership program was adopted.
Participants in the stock ownership program as a group achieved 144% of the
aggregate annual stock ownership targets during calendar years 1997 and 1998. In
each of March 1998 and February 1999, the Committee awarded to certain
participants in the stock ownership program shares of restricted stock that 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 years 1997 and 1998 toward the
participant's annual stock ownership target under the program. In determining
the number of shares of Common Stock acquired by the participants during
calendar years 1997 and 1998 under the program, the Committee included shares
purchased by individual participants in the open market or upon
11
<PAGE>
the exercise of stock options and shares of restricted stock that vested and
were retained by the participant during the applicable calendar year. 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 the applicable calendar year up to a limit of 1.5 times the
annual stock ownership target for the participant for that calendar 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
GARY E. COSTLEY. Dr. Costley's performance is reviewed annually by the
Committee and the full Board of Directors of the Company. Dr. Costley is
eligible for a salary increase once every 12 to 18 months, consistent with the
policy relating to the other executive officers of the Company.
In March 1998, the Board of Directors conducted an evaluation of Dr.
Costley's performance as Chairman of the Board, President and Chief Executive
Officer. Such evaluation was, in part, based upon a review of Dr. Costley's
success in meeting his performance objectives, the financial performance of the
Company and interviews with other executive officers of the Company. Based upon
the favorable evaluation by the Board of Directors of Dr. Costley's performance
and in order to bring Dr. Costley's salary in line with the market median for
his position, the Committee recommended an annual salary increase of $50,000 for
Dr. Costley effective April 1, 1998. This recommendation was approved by the
Board of Directors.
In fiscal year 1999, Dr. Costley 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 addition, in fiscal year
1999, Dr. Costley received a total of 3,600 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 Dr. Costley was determined
as described above under the heading, "Stock Ownership Targets." Both the grant
of the options and the issuance of 1,800 shares of the restricted Common Stock
to Dr. Costley were made subject to approval by the Company's stockholders of
certain amendments to the 1997 Plan to, among other things, increase the size of
the stock-based awards allowable to any one eligible employee in a calendar year
under the 1997 Plan from 100,000 shares to 200,000 shares. The amendments to the
1997 Plan were subsequently approved by the Company's stockholders at the 1998
Annual Meeting of Stockholders of the Company.
For fiscal year 1999, the Committee awarded Dr. Costley his incentive award
partially in the form of cash ($18,060) and partially in the form of 11,032
shares of restricted stock of the Company, determined in accordance with the
Company's Amended and Restated Management Incentive Plan and the EVA Incentive
Plan described above. The shares of restricted stock had a value on the date of
grant of $239,940.
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. Section 162(m) and the transitional 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 granted
under the 1989 Plan or the 1986 Plan. The 1997 Plan, as amended in fiscal year
1998, has been approved by stockholders as required by Section 162(m) and,
therefore, compensation attributable to stock options and certain other awards
granted under the 1997 Plan may be excluded from the $1,000,000 limitation. In
addition, the Amended and Restated Management Incentive Plan has been approved
by stockholders as required by Section 162(m), so that cash incentive awards
granted under the Amended and
12
<PAGE>
Restated Management Incentive Plan may be excluded from the $1,000,000
limitation as well. The Committee, along with the Company, will continue to
evaluate the Company's compensation plans and programs in view of the Section
162(m) limitation.
Jack D. Rehm, Chairman
Claire L. Arnold
Nicholas L. Reding
Dolph W. von Arx
Members of the Compensation Committee
13
<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 and the four other most highly compensated
executive officers of the Company.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
AWARDS
ANNUAL COMPENSATION --------------------------- PAYOUTS
----------------------------------- RESTRICTED SECURITIES ------- ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP COMPEN-
POSITION(1) YEAR SALARY BONUS(2) COMPENSATION AWARDS(8) OPTIONS(#) PAYOUTS SATION(19)
- ------------------------- ---- -------- ---------- ------------ ------------ ----------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary E. Costley, Ph.D.... 1999 $645,833 $18,060(3) $0 $335,121(9) 30,000 $0 $3,792
CHAIRMAN, PRESIDENT AND 1998 $600,000 $545,000 $0 $0 125,000 $0 $0
CHIEF EXECUTIVE OFFICER 1997 $100,000 $0 $50,518(6) $0 200,000 $0 $0
Jeffrey E. Boies......... 1999 $326,667 $137,700 $0 $8,766(10) 10,000 $0 $25,258
VICE PRESIDENT AND 1998 $301,667 $395,000 $0 $0 7,000 $0 $1,896
PRESIDENT, 1997 $99,130 $160,000(4) $99,730(7) $96,744(11) 6,000 $0 $0
MULTIFOODS DISTRIBUTION
GROUP, INC.
William L. Trubeck....... 1999 $325,000 $94,900 $0 $23,794(12) 10,000 $0 $19,177
SENIOR VICE 1998 $287,500 $270,000(5) $0 $25,800(13) 115,000 $0 $0
PRESIDENT--FINANCE 1997
AND CHIEF FINANCIAL
OFFICER
Robert S. Wright......... 1999 $300,000 $3,066(3) $0 $60,106(14) 10,000 $0 $24,815
VICE PRESIDENT AND 1998 $286,250 $409,000 $0 $3,225(15) 43,000 $0 $10,019
PRESIDENT, 1997 $270,417 $0 $0 $2,887(16) 5,000 $0 $5,642
NORTH AMERICA FOODS
Frank W. Bonvino......... 1999 $250,000 $76,900 $0 $14,745(17) 8,000 $0 $14,875
VICE PRESIDENT, GENERAL 1998 $231,667 $175,000 $0 $40,500(18) 39,000 $0 $8,108
COUNSEL 1997 $221,250 $0 $0 $4,620(16) 7,500 $0 $5,217
AND SECRETARY
</TABLE>
- ------------
(1) Dr. Costley was elected Chairman, President and Chief Executive Officer of
the Company effective January 1, 1997. Mr. Boies was hired by the Company
effective October 28, 1996. Mr. Trubeck was hired by the Company effective
March 1, 1997.
(2) 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.
(3) The executive officer's bonus was paid partially in the form of cash and
partially in the form of restricted stock. The value of the restricted stock
on the date of grant was as follows: Dr. Costley--$239,940 and Mr.
Wright--$40,734.
(4) The amount is a guaranteed bonus that was offered to Mr. Boies in connection
with his employment with the Company.
(5) The amount includes an employment bonus of $20,000 that was offered to Mr.
Trubeck in connection with his employment with the Company.
(6) The amount includes certain relocation expenses, including $26,959 paid to
Dr. Costley as reimbursement of loss on the sale of his house in connection
with his relocation from North Carolina to Minnesota. The amount does not
include payments made pursuant to the Company's standard relocation policy.
(7) The amount includes certain relocation expenses, including $44,593 paid to
Mr. Boies as reimbursement of loss on the sale of his house in connection
with his relocation from Ohio to Colorado and $35,137 as tax reimbursement
on such payment. The amount does not include payments made pursuant to the
Company's standard relocation policy.
(8) 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 28, 1999, the number and value
(based on the closing market price of the Company's Common Stock on February
26, 1999) of the aggregated restricted stock holdings of each of the named
executive officers were as follows: 3,600 shares ($78,705) by Dr. Costley,
5,640 shares ($122,318) by Mr. Boies, 2,100 shares ($45,544) by Mr. Trubeck,
11,050 shares ($239,647) by Mr. Wright, and 8,310 shares ($180,223) by Mr.
Bonvino. 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.
(9) Dr. Costley was awarded 11,032 shares of restricted stock in lieu of a
portion of his cash incentive under the Management Incentive Plan of the
Company, as described above in the Compensation Committee Report on
Executive Compensation. The shares vest on March 18, 2002, subject to Dr.
Costley's continued employment. The shares also vest in the event of a
change in control of the Company. In addition, Dr. Costley was awarded a
total of 3,600 shares of restricted stock by the Compensation Committee in
14
<PAGE>
recognition of his achievement toward his individual stock ownership target
under the management stock ownership program, as described above in the
Compensation Committee Report on Executive Compensation. Of these shares,
1,800 shares vest on March 19, 2001 and 1,800 shares vest on February 2,
2002, in each case subject to the continued employment of Dr. Costley. The
shares also vest in the event of a change in control of the Company.
(10) Mr. Boies was awarded 375 shares of restricted stock by the Compensation
Committee in recognition of his achievement toward his individual stock
ownership target under the management stock ownership program, as described
above in the Compensation Committee Report on Executive Compensation. The
shares vest on February 2, 2002, subject to the continued employment of Mr.
Boies. The shares also vest in the event of a change in control of the
Company.
(11) The Company awarded Mr. Boies 5,265 shares of restricted stock to
compensate him for the loss of certain deferred compensation that occurred
upon his termination of employment with his former employer. The shares vest
on December 19, 1999, subject to the continued employment of Mr. Boies. The
shares also vest in the event of a change in control of the Company.
(12) Mr. Trubeck was awarded a total of 900 shares of restricted stock by the
Compensation Committee in recognition of his achievement toward his
individual stock ownership target under the management stock ownership
program, as described above in the Compensation Committee Report on
Executive Compensation. Of these shares, 450 shares vest on March 19, 2001
and 450 shares vest on February 2, 2002, in each case subject to the
continued employment of Mr. Trubeck. The shares also vest in the event of a
change in control of the Company.
(13) The Company awarded Mr. Trubeck 1,200 shares of restricted stock in
connection with his employment with the Company. The shares vested on March
1, 1999.
(14) Mr. Wright was awarded 1,873 shares of restricted stock in lieu of a
portion of his cash incentive under the Management Incentive Plan of the
Company, as described above in the Compensation Committee Report on
Executive Compensation. The shares vest on March 18, 2002, subject to Mr.
Wright's continued employment. The shares also vest in the event of a change
in control of the Company. In addition, Mr. Wright was awarded a total of
750 shares of restricted stock by the Compensation Committee in recognition
of his achievement toward his individual stock ownership target under the
management stock ownership program, as described above in the Compensation
Committee Report on Executive Compensation. Of these shares, 300 shares vest
on March 19, 2001 and 450 shares vest on February 2, 2002, in each case
subject to the continued employment of Mr. Wright. The shares also vest in
the event of a change in control of the Company.
(15) Mr. Wright was awarded 150 shares of restricted stock by the Compensation
Committee in recognition of his achievement toward his individual stock
ownership target under the management stock ownership program, as described
above in the Compensation Committee Report on Executive Compensation. The
shares vest on March 21, 2000, subject to the continued employment of Mr.
Wright. The shares also vest in the event of a change in control of the
Company.
(16) The shares of restricted stock were awarded by the Compensation Committee
to the executive officer in recognition of his achievement toward his
individual stock ownership target under the management stock ownership
program, as described above in the Compensation Committee Report on
Executive Compensation. Mr. Wright was awarded 150 shares and Mr. Bonvino
was awarded 240 shares. The shares vested on March 15, 1999.
(17) Mr. Bonvino was awarded a total of 570 shares of restricted stock by the
Compensation Committee in recognition of his achievement toward his
individual stock ownership targets under the management stock ownership
program, as described above in the Compensation Committee Report on
Executive Compensation. Of these shares, 232 shares vest on March 19, 2001
and 338 shares vest on February 2, 2002, in each case subject to the
continued employment of Mr. Bonvino. The shares also vest in the event of a
change in control of the Company.
(18) Mr. Bonvino was awarded 1,500 shares of restricted stock by the
Compensation Committee, which shares vested on May 9, 1998.
(19) The amounts reported represent the Company's matching contributions to the
Company's Savings Plan and the Company's Supplemental Deferred Compensation
Plan.
15
<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 1999 and the value of stock options held by such officers
at the end of fiscal year 1999.
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ------------------------------------- ----------- ------------- ------------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gary E. Costley, Ph.D................ 30,000 21.85% $29.28125 03/18/08 $552,441 $1,400,003
Jeffrey E. Boies..................... 10,000 7.28% $29.28125 03/18/08 $184,147 $466,668
William L. Trubeck................... 10,000 7.28% $29.28125 03/18/08 $184,147 $466,668
Robert S. Wright..................... 10,000 7.28% $29.28125 03/18/08 $184,147 $466,668
Frank W. Bonvino..................... 8,000 5.83% $29.28125 03/18/08 $147,317 $373,334
</TABLE>
- ---------
(1) The options were granted on March 19, 1998, 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 1999 AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR END FISCAL YEAR END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary E. Costley, Ph.D.............. 0 $0 181,250 173,750 $525,000 $175,000
Jeffrey E. Boies................... 0 $0 13,000 10,000 $35,875 $0
William L. Trubeck................. 0 $0 67,500 57,500 $32,500 $8,125
Robert S. Wright................... 0 $0 36,000 37,000 $13,625 $0
Frank W. Bonvino................... 1,200 $12,013(1) 43,950 32,000 $52,537 $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 the date
of exercise.
(2) 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
26, 1999.
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 that 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
16
<PAGE>
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 Pension Plan.
Effective March 1, 1998, the Pension Plan was amended to provide a supplemental
pension benefit equal to $10 per month for each year of credited service
measured from age 35, up to a maximum supplemental pension of $200 per month.
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. The Management Benefit Plan was amended and restated
effective January 1, 1997, and was further amended effective March 1, 1998.
Participants in the Management Benefit Plan as of January 1, 1997 (referred to
as "grandfathered" participants) generally are eligible to continue their
participation under the terms of the Management Benefit Plan in effect prior to
January 1, 1997. Grandfathered participants will receive in the aggregate the
benefits they would have been entitled to receive under the Pension Plan formula
in effect as of December 31, 1995 (regardless of whether such benefit is
actually calculated under that formula) without the limitations imposed by the
Internal Revenue Code or ERISA. Grandfathered participants in the Management
Benefit Plan are also entitled to lifetime annual income upon retirement equal
to 50% of the "Bonus Base." Individuals who become participants in the
Management Benefit Plan on or after January 1, 1997 will receive in the
aggregate the benefits they would have been entitled to receive under the
Pension Plan formula in effect as of January 1, 1996 without the limitations
imposed by the Internal Revenue Code or ERISA. Such individuals will not be
entitled to any benefit based upon incentive bonuses. 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 a grandfathered participant retires prior to
age 62. For any other participant, the level of annual benefits is reduced if
the participant retires prior to age 65. A participant in the Management Benefit
Plan becomes vested in his or her benefits under the Management Benefit Plan
upon completion of five years of service with the Company or when he or she
attains age 65, if earlier.
17
<PAGE>
The following table shows the estimated combined annual amounts payable with
respect to various classifications of earnings and years of service to
participants in the Pension Plan who are also grandfathered participants in the
Management Benefit Plan, and who retire at the normal retirement age of 65 and
elect payment of a straight life annuity.
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 $ 43,249 $ 51,497 $ 59,746 $ 67,995 $ 75,644 $ 83,292 $ 90,941
$ 400,000 $ 86,606 $ 103,212 $ 119,818 $ 136,423 $ 152,429 $ 168,435 $ 184,441
$ 600,000 $ 129,963 $ 154,926 $ 179,889 $ 204,852 $ 229,215 $ 253,578 $ 277,941
$ 800,000 $ 173,320 $ 206,640 $ 239,960 $ 273,281 $ 306,001 $ 338,721 $ 371,441
$ 1,000,000 $ 216,677 $ 258,355 $ 300,032 $ 341,709 $ 382,786 $ 423,864 $ 464,941
</TABLE>
- ---------
* 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.
Dr. Costley and Messrs. Boies, Wright and Bonvino have two, two, six and 27
years of service, respectively, in the Pension Plan and are each grandfathered
participants in the Management Benefit Plan. However, Dr. Costley has waived his
entitlement under the Management Benefit Plan to any benefit relating to
incentive bonuses. In addition, Mr. Wright and Mr. Bonvino have each waived
their entitlement under the Management Benefit Plan to any benefit related to
incentive bonuses awarded to them with respect to any fiscal year of the Company
ending after fiscal year 1998. Mr. Trubeck has two years of service in the
Pension Plan and is not a grandfathered participant under the Management Benefit
Plan. The annual benefit under the Pension Plan and the Management Benefit Plan
payable to each of the executive officers named in the Summary Compensation
Table upon retirement at the normal retirement age of 65 is estimated to be as
follows: Dr. Costley--$96,745; Mr. Boies--$139,559; Mr. Trubeck--$52,514; Mr.
Wright--$115,211 and Mr. Bonvino--$156,319. Messrs. Wright and Bonvino are fully
vested in the Management Benefit Plan. Messrs. Boies, Trubeck, Wright and
Bonvino each have additional retirement benefits as described below.
SUPPLEMENTAL RETIREMENT BENEFITS
Mr. Boies has an arrangement with the Company pursuant to which he will be
credited with two years of service under the Pension Plan and the Management
Benefit Plan for each year of employment with the Company. Mr. Boies 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 Pension Plan. If Mr. Boies had terminated employment with the Company
on February 28, 1999, the annual supplemental retirement benefit payable to Mr.
Boies upon attaining age 57 would have been $45,087.
Mr. Trubeck has an arrangement with the Company pursuant to which he will be
credited with one and one-half years of service under the Pension Plan and the
Management Benefit Plan for each year of employment with the Company. If Mr.
Trubeck had terminated employment with the Company on February 28, 1999, no
annual supplemental retirement benefit would be payable to Mr. Trubeck upon
attaining age 55.
Mr. Wright has an arrangement with the Company pursuant to which he was
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 Pension Plan. The
supplemental retirement arrangement also provides for immediate vesting in an
annual benefit equal to 50%
18
<PAGE>
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. However, Mr. Wright has
waived his entitlement under the Management Benefit Plan to any benefit related
to incentive bonuses awarded to him with respect to any fiscal year of the
Company ending after fiscal year 1998. If Mr. Wright had terminated employment
with the Company on February 28, 1999, the annual supplemental retirement
benefit payable to Mr. Wright upon attaining age 55 would have been $6,928.
Mr. Bonvino has an arrangement with the Company which provides that if Mr.
Bonvino's employment with the Company is terminated for any reason other than
cause prior to the date on which Mr. Bonvino attains age 62, Mr. Bonvino's
retirement benefit under the Pension Plan and the Management Benefit Plan will
be determined (a) as if he had 25 years of credited service under the Pension
Plan (or the actual years of credited service if greater than 25), and (b) as if
his date of birth was five years earlier than his actual date of birth, except
that, in no event, will his deemed age be older than 62. If Mr. Bonvino had
terminated employment with the Company on February 28, 1999, the annual
supplemental retirement benefit payable to Mr. Bonvino commencing March 1, 1999
would have been $12,658.
SUPPLEMENTAL DEFERRED COMPENSATION PLAN
The Company maintains the Supplemental Deferred Compensation Plan (the
"Deferred Compensation Plan") for certain key employees of the Company and its
subsidiaries (including the executive officers named in the Summary Compensation
Table) so that they may defer on a "non-qualified" basis the amounts they could
have deferred on a "qualified" basis under ERISA but for certain tax law limits
imposed on qualified deferrals. The Deferred Compensation Plan became effective
on April 1, 1997.
Under the Deferred Compensation Plan, a participant can elect to continue
deferrals on a non-qualified basis if and when the participant reaches the
$10,000* annual deferral limit under the Company's Employees' Voluntary
Investment and Savings Plan (the "Savings Plan"). The Savings Plan is a
qualified plan under ERISA and Section 401(k) of the Internal Revenue Code. A
participant can also elect to defer a percentage (between 2% and 10%) of the
participant's "excess covered pay," which includes compensation in excess of
$160,000* that cannot be recognized under the Savings Plan, and also includes
any amount that a participant elects to defer under any other non-qualified
deferred compensation arrangement maintained by the Company. The Company also
provides participants with matching credits on such non-qualified deferrals
equal to the additional matching contribution the participant would have
received under the Savings Plan if the non-qualified deferrals had instead been
made under the Savings Plan. The matching credits vest at the rate of 20% per
year of "vesting service" (as such term is defined in the Savings Plan). A
participant may receive all contributions and vested portions of the matching
credits upon the participant's termination of employment with the Company.
During fiscal year 1999, Messrs. Boies, Trubeck, Wright and Bonvino each
participated in the Deferred Compensation Plan.
* Adjusted for cost of living increases.
EMPLOYMENT AGREEMENT
On November 1, 1996, the Company entered into an employment agreement with
Dr. Costley pursuant to which Dr. Costley became employed as Chairman of the
Board, President and Chief Executive Officer for the period from January 1, 1997
through December 31, 1999 (with automatic one-year renewals thereafter unless
the Company gives notice of termination). The agreement provides for an initial
annual base salary of $600,000, an annual bonus (commencing with fiscal year
1998) if performance goals to be determined by the Compensation Committee are
met, participation in the Company's employee benefit plans, and specified
perquisites and relocation benefits. The agreement also provided for an award of
two separate stock options to purchase an aggregate of 200,000 shares of the
Company's Common Stock. On December 19, 1997, Dr. Costley's employment agreement
with the Company was amended to terminate and cancel Dr. Costley's entitlement
under the Management Benefit Plan to any benefit relating to incentive bonuses
credited
19
<PAGE>
towards the non-qualified excess pension benefit under the Management Benefit
Plan, effective retroactively to the first day of Dr. Costley's employment with
the Company. In addition, Dr. Costley's annual base salary was increased to
$650,000 effective April 1, 1998.
If, prior to December 31, 1999, the Company terminates Dr. Costley's
employment for a reason other than "cause" (as defined in the agreement) or Dr.
Costley resigns for "good reason" (as defined in the agreement), Dr. Costley
will receive a severance payment in installments over a two-year period in the
aggregate amount of (i) two times his annual base salary as of the termination
date, (ii) two times the average of his bonuses for the two previous fiscal
years (subject to a minimum of 65% of his annual base salary for fiscal year
1998) and (iii) either 65% of his annual base salary or a pro rata portion of
his actual bonus for the previous fiscal year (based on the number of weeks
employed in the then-current fiscal year), whichever is greater. In the event of
termination of employment after December 31, 1999, the agreement provides for a
severance payment to be made over an 18-month period based on 1.5 times his
annual base salary and average bonuses. If the Company terminates Dr. Costley's
employment following a "change of control" (as defined in the agreement) or if
Dr. Costley resigns for any reason within 180 days after a change of control,
Dr. Costley will receive a severance payment in installments over a three-year
period in the aggregate amount of (i) three times his annual base salary as of
the termination date, (ii) three times the average of his bonuses for the three
previous fiscal years (or, if bonuses were paid for only two fiscal years, then
such average will be calculated using the bonus paid for such two fiscal years,
or if a bonus was paid for only the fiscal year ended February 28, 1998, then
the amount of such bonus shall be used in lieu of calculating an average) and
(iii) either 65% of his annual base salary or his actual bonus for the previous
fiscal year, whichever is greater. In the event that any payments by the Company
to Dr. Costley are subject to an excise tax, including interest and penalties,
under the Internal Revenue Code, the Company is obligated to reimburse Dr.
Costley for such amounts. Assuming a change of control had occurred and the
Company terminated Dr. Costley's employment or Dr. Costley resigned on February
28, 1999, the amount payable to Dr. Costley would have been approximately
$7,218,529.
SEVERANCE AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
The Company is a party to severance agreements with Messrs. Boies, Trubeck,
Wright and Bonvino. 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 28, 1999, the amounts payable to
Messrs. Boies, Trubeck, Wright and Bonvino under the agreements would have been
approximately $2,638,077, $2,191,004, $1,076,667 and $1,376,016, respectively.
Messrs. Boies and Trubeck each has an additional severance agreement with
the Company whereby the Company has agreed to pay each of them one year's salary
in the event the Company terminates their employment for any reason other than
cause.
20
<PAGE>
The Company has certain other compensatory arrangements with its executive
officers that 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 award for that fiscal year, plus 100% of the
positive balance of any incentive bank maintained in the name of the
participant. 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 award for that fiscal
year or (ii) the amount determined based upon the anticipated results relating
to the performance objectives for that fiscal year. In addition, each
participant will receive 100% of the positive balance of any incentive bank
maintained in the name of the participant.
In addition, in the event of a change in control of the Company, stock
options outstanding under the Company's stock-based incentive plans that 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
28, 1999, the lump sums payable to the executive officers named in the Summary
Compensation Table would have been approximately as follows: Dr.
Costley--$143,112, Mr. Boies--$419,785, Mr. Trubeck--$29,355, Mr.
Wright--$604,097, and Mr. Bonvino--$914,284.
21
<PAGE>
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 MidCap 400 Composite Stock Index (the "S&P MidCap 400")
and the Standard & Poor's MidCap Foods Index (the "S&P MidCap Foods Index") for
the same period. The graph assumes the investment of $100 in the Company's
Common Stock and each of the respective indexes on February 28, 1994 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>
MULTIFOODS S&P MIDCAP 400 S&P MIDCAP FOODS INDEX
<S> <C> <C> <C>
1994 $100 $100 $100
1995 $112 $102 $104
1996 $119 $131 $119
1997 $138 $154 $134
1998 $189 $210 $173
1999 $152 $214 $147
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely on the Company's records and
written representations from the Company's executive officers and directors, the
Company believes that, during the fiscal year ended February 28, 1999, each of
its executive officers and directors has filed on a timely basis all reports
required by Section 16(a) of the Securities Exchange Act of 1934.
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 29, 2000, 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.
22
<PAGE>
The Board of Directors recommends a vote FOR the approval of the appointment
of KPMG Peat Marwick LLP.
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
If you wish to submit proposals to be included in our proxy statement for
the 2000 Annual Meeting of Stockholders, they must be received at the principal
executive offices of the Company by the close of business on January 13, 2000.
Proposals should be sent to the attention of the Secretary.
Under the By-Laws of the Company, if you wish to nominate a director or
bring other business before the stockholders at the 2000 Annual Meeting, you
must notify the Secretary in writing no later than 90 days prior to the date of
the 2000 Annual Meeting. Our By-Laws presently provide that the annual meeting
of stockholders will be held on the third Friday in June in each year. Your
notice must contain the specific information required in our By-Laws. Please
note that these requirements relate only to matters you wish to bring before the
stockholders at the annual meeting. They do not apply to proposals that you wish
to have included in our proxy statement.
If you would like a copy of our By-Laws, please write to the Secretary and
we will send you one without charge.
OTHER MATTERS
The Company is not aware of any other matters that 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 12, 1999
23
<PAGE>
[RECYCLED LOGO]
PRINTED ON RECYCLED
PAPER CONTAINING AT
LEAST 10% FIBERS FROM
PAPER RECYCLED BY
CONSUMERS.
<PAGE>
PROXY INTERNATIONAL MULTIFOODS CORPORATION
1999 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Gary E. Costley, Nicholas L. Reding and
Jack D. Rehm, 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 18,
1999, at 11:00 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: Robert M. Price and Richard K. Smucker
/ / 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: -------------------------, 1999
-------------------------------------
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
Wayzata, Minnesota on June 18, 1999, 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: Robert M. Price and Richard K. Smucker
/ / 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: -------------------------, 1999
-------------------------------------
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.
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
Wayzata, Minnesota on June 18, 1999, 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: Robert M. Price and Richard K. Smucker
/ / 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.
Dated: -------------------------, 1999
-------------------------------------
Signature
(PLEASE DATE AND SIGN EXACTLY AS YOUR
NAME APPEARS HEREON.)
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
