SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark
One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
1-6699
Stock Purchase Plan of Robin Hood Multifoods Inc.
60 Columbia Way
Markham, Ontario L3R 0C9
(Full title and address of plan)
International Multifoods Corporation
200 East Lake Street
Wayzata, Minnesota 55391
(Name of issuer and address of principal executive offices of issuer)
INDEPENDENT AUDITORS' REPORT
The Savings Committee of the Stock Purchase Plan of Robin Hood
Multifoods Inc.:
We have audited the accompanying statements of financial condition of
the Stock Purchase Plan of Robin Hood Multifoods Inc. (the "Plan"), as
of February 28, 1999 and February 28, 1998, and the related statements
of income and changes in plan equity for each of the years in the three-
year period ended February 28, 1999. These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Plan as
of February 28, 1999, and February 28, 1998, and the income and changes
in plan equity for each of the years in the three-year period ended
February 28, 1999, in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 12, 1999
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Statements of Financial Condition
February 28, 1999 and February 28, 1998
(Expressed in Canadian Dollars)
1999 1998
- ----------------------------------------------------------------------
Assets
Cash $ 4,235 $ 833
Contributions Receivable:
Employee 69,465 62,770
Employer 34,729 31,386
- ----------------------------------------------------------------------
104,194 94,156
Investment in shares of common stock of
International Multifoods Corporation
at fair value: 221,295 201,077
1999 : 6,769 shares, cost = $ 241,813
1998 : 5,056 shares, cost = $ 188,607
- ----------------------------------------------------------------------
$329,724 $296,066
======================================================================
Plan Equity $329,724 $296,066
======================================================================
See accompanying notes to financial statements.
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC
Statements of Income and Changes in Plan Equity
Years ended February 28, 1999,
February 28, 1998 and February 28, 1997
(Expressed in Canadian Dollars)
<TABLE>
1999 1998 1997
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income:
Cash Dividends $ 23,049 $ 31,566 $ 25,118
Interest Income 110 131 82
- ----------------------------------------------------------------------------
23,159 31,697 25,200
Increase (decrease) in Unrealized
Gain on Investment (32,988) (25,366) 47,650
Realized Gain (Loss) on Withdrawals
of Common Stock (112,907) 185,594 174,036
- ----------------------------------------------------------------------------
Net Investment Gain (Loss) (122,736) 191,925 246,886
- ----------------------------------------------------------------------------
Contributions and Deposits:
Deposits by Members 783,002 712,455 652,218
Contributions by Participating
Employer, Net of Forfeitures
on Termination 389,642 345,918 324,655
- ----------------------------------------------------------------------------
Total Contributions and Deposits 1,172,644 1,058,373 976,873
- ----------------------------------------------------------------------------
Total Increase in Plan Equity 1,049,908 1,250,298 1,223,759
Withdrawals:
Cash 11,691 12,863 6,233
Distributions in Stock 1,004,559 1,261,751 1,128,093
- ----------------------------------------------------------------------------
Total Withdrawals 1,016,250 1,274,614 1,134,326
- ----------------------------------------------------------------------------
Net Increase (Decrease) in Plan
Equity 33,658 (24,316) 89,433
Balance of Plan Equity at Beginning
of Year 296,066 320,382 230,949
- ----------------------------------------------------------------------------
Balance of Plan Equity at End
of Year $ 329,724 $ 296,066 $ 320,382
============================================================================
</TABLE>
See accompanying notes to financial statements.
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Notes to Financial Statements
February 28, 1999, February 28, 1998 and February 28, 1997
1. Summary of Significant Accounting Policies:
The accompanying financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
Transactions in securities are recorded on the trade date. The
investment in common stock of International Multifoods Corporation
("Multifoods") is stated at fair market value based on published market
value.
Robin Hood Multifoods Inc. and its participating subsidiary corporations
(the "Employer") pay all administrative costs of the Stock Purchase Plan
of Robin Hood Multifoods Inc., (the "Plan").
On or about February 15 of each year, the unit value of the vested units
or portions thereof of the Trust Fund credited to each participating
employee's ("Member's") account on the date of distribution are
distributed in full shares of Common Stock of Multifoods to the extent
possible and the balance, if any, is paid in cash.
Realized gains or losses reflect the difference between fair market
values of stock withdrawals by Members and historical cost of the shares
on a first-in, first-out basis ("FIFO").
2. Summary Description of Plan:
The Plan is a voluntary investment plan intended to provide an
opportunity for salaried employees of the Employer to become
stockholders of Multifoods and to encourage them to invest on a regular
basis. A Member may contribute monthly from 2% to 5% of regular salary
to the Plan. The Employer contributes an amount equal to 50% of the
Member's contribution.
Contributions of a Member, and of the Employer on behalf of the Member,
are calculated and maintained in terms of shares of stock. The number
of employees participating in the Plan together with the share and the
share values of the participations under the Plan at February 28, 1999,
1998, and 1997 were as follows:
1999 1998 1997
- ---------------------------------------------------------------------
Number of employees 340 329 275
Number of units 6,769 5,056 8,207
Net investment value per share:
At cost $35.724 $37.304 $34.427
At market 32.692 39.769 39.037
- ---------------------------------------------------------------------
Employees' contributions are fully vested. Employer contributions
become fully vested after the employee has been a Member of the Plan for
three years, or upon retirement, pre-retirement death or disability, and
certain other occurrences. The amounts forfeited by employees who
withdraw prior to becoming fully vested are used to reduce subsequent
Employer contributions.
Robin Hood Multifoods Inc. may at any time, by action of its Board of
Directors, terminate the Plan or discontinue contributions with respect
to any one or more participating Employers. Upon termination or
discontinuance of contributions, Employer contribution amounts in Member
accounts will be distributable to the Member or his or her beneficiary.
The corporations represented by the Employer are all Canadian
corporations and all Members are Canadian residents. The Plan is not
subject to the provisions of the United States Employee Retirement
Income Security Act of 1974.
3. Realized Gains or Losses:
Realized gains or losses resulting from withdrawals and distributions to
Members of Multifoods Common Stock are as follows:
Multifoods
Common Stock
- ----------------------------------------------------------------------
1999:
Aggregate market value/ proceeds $1,004,560
Aggregate FIFO cost 1,117,467
- ----------------------------------------------------------------------
Realized loss $ (112,907)
======================================================================
1998:
Aggregate market value/ proceeds $1,261,751
Aggregate FIFO cost 1,076,157
- ----------------------------------------------------------------------
Realized gain $ 185,594
======================================================================
1997:
Aggregate market value/ proceeds $1,119,696
Aggregate FIFO cost 945,660
- ----------------------------------------------------------------------
Realized gain $ 174,036
======================================================================
4. Income Taxes:
The Plan is not subject to U.S. or Canadian income taxes. Members are
subject to Canadian income tax each year on the amount of Employer
contributions to the Plan and income (including a portion of capital
gains less capital losses arising and realized after December 31, 1971)
from the Trust Fund allocated for the year by the trustee to their
accounts, even though Employer contributions are on a contingent basis.
Distributions from the Plan will be received by Members free of any
further Canadian tax. If amounts are forfeited under the Plan, the
Members affected will be entitled to a refund of 15 percent of the
amounts contingently allocated to their accounts and previously included
in their income for tax purposes.
5. Contributions and Deposits:
Contributions and deposits for the three years ended February 28, 1999,
February 28, 1998 and February 28, 1997 are as follows:
Members 1999 1998 1997
- ---------------------------------------------------------------------
Robin Hood Multifoods Inc. $700,587 $643,329 $592,889
Multifoods Inc. 78,556 69,126 59,329
Gourmet Baker Inc. 3,859 - -
- ---------------------------------------------------------------------
$783,002 $712,455 $652,218
=====================================================================
Employer 1999 1998 1997
- ---------------------------------------------------------------------
Robin Hood Multifoods Inc. $348,434 $311,356 $294,990
Multifoods Inc. 39,278 34,562 29,665
Gourmet Baker Inc. 1,930 - -
- ---------------------------------------------------------------------
$389,642 $345,918 $324,655
=====================================================================
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
May 28, 1999 By /s/ Robert C. Morgan
-------------------------------
Robert C. Morgan
Member of the Savings Committee
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP.
Exhibit 23
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation
We consent to incorporation by reference in Registration Statement No.
333-34173 on Form S-8 of International Multifoods Corporation of our
report dated May 12, 1999, relating to the statements of financial
condition of the Stock Purchase Plan of Robin Hood Multifoods Inc. as
of February 28, 1999 and 1998, and the related statements of income and
changes in plan equity for each of the years in the three-year period
ended February 28, 1999, which report appears in the February 28, 1999
Annual Report on Form 11-K of International Multifoods Corporation.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 28, 1999
