SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number
1-6699
Employees' Voluntary Investment and Savings Plan
of International Multifoods Corporation
200 East Lake Street
Wayzata, Minnesota 55391
(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)
EMPLOYEES' VOLUNTARY INVESTMENT
AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
Financial Statements and Supplemental Schedules
December 31, 1998 and 1997
Independent Auditors' Report
The Board of Directors
International Multifoods Corporation:
We have audited the accompanying statements of net assets available for
plan benefits of the Employees' Voluntary Investment and Savings Plan of
International Multifoods Corporation (the "VISA Plan") as of December
31, 1998 and 1997, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the VISA Plan's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets of the VISA Plan as of
December 31, 1998 and 1997 and the changes in its net assets for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes and Reportable Transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. The fund information in the statements of net assets
available for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
May 21, 1999
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1998
Participant-Directed
----------------------------------------------------------------------------------
International Norwest Fidelity Vanguard Vanguard Asset T.Rowe Price
Multifoods Stable Return Magellan Institutional Allocation New Horizons
Stock Fund Fund Fund Index Fund Fund Fund
---------- ---------- ----------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. $3,676,324 - - - - -
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash 5,048 - - - - -
Short-term Investment Fund 81,253 - - - - -
Stable Return Fund - 5,977,268 - - - -
Registered funds:
Fidelity Magellan Fund - - 13,451,599 - - -
Vanguard Institutional Index Fund - - - 11,312,199 - -
Vanguard Asset Allocation Fund - - - - 5,622,646 -
T.Rowe Price New Horizons Fund - - - - - 2,205,308
MetWest Total Return Fund - - - - - -
Janus Worldwide Fund - - - - - -
Participant loan fund - - - - - -
---------- ---------- ----------- ----------- ---------- ----------
Total investments 3,762,625 5,977,268 13,451,599 11,312,199 5,622,646 2,205,308
Accrued investment income 28,990 - - - - -
---------- ---------- ----------- ----------- ---------- ----------
Net assets available for
plan benefits $3,791,615 5,977,268 13,451,599 11,312,199 5,622,646 2,205,308
========== ========== =========== =========== ========== ==========
</TABLE>
<TABLE>
Non-participant-
Participant-Directed Directed
----------------------------------- --------------
MetWest Janus International
Total Worldwide Loan Multifoods
Return Fund Fund Fund Stock Fund Total
----------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. - - - 12,520,320 $16,196,644
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash 3,093 2,929 - 17,192 28,262
Short-term Investment Fund - - - 276,720 357,973
Stable Return Fund - - - - 5,977,268
Registered funds:
Fidelity Magellan Fund - - - - 13,451,599
Vanguard Institutional Index Fund - - - - 11,312,199
Vanguard Asset Allocation Fund - - - - 5,622,646
T.Rowe Price New Horizons Fund - - - - 2,205,308
MetWest Total Return Fund 522,693 - - - 522,693
Janus Worldwide Fund - 763,563 - - 763,563
Participant loan fund - 1,250,998 - 1,250,998
-------- -------- ---------- ----------- -----------
Total investments 525,786 766,492 1,250,998 12,814,232 57,689,153
Accrued investment income - - - 98,732 127,722
-------- --------- ---------- ----------- -----------
Net assets available for
plan benefits 525,786 766,492 1,250,998 12,912,964 $57,816,875
======== ======== ========== =========== ===========
</TABLE>
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1997
Participant-Directed
------------------------------------------------------------------------------------
International Norwest Fidelity Vanguard Index Vanguard Asset T.Rowe Price
Multifoods Stable Return Magellan Trust-500 Allocation New Horizons
Stock Fund Fund Fund Portfolio Fund Fund
---------- ---------- ----------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. $3,815,749 - - - - -
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash 15,774 - 19,409 - 19,674 -
Short-term Investment Fund 71,122 - - - - -
Stable Return Fund - 5,225,397 - - - -
Registered funds:
Fidelity Magellan Fund - - 11,256,113 - - -
Vanguard Index Trust-500 Portfolio - - - 9,607,455 - -
Vanguard Asset Allocation Fund - - - - 3,981,978 -
T.Rowe Price New Horizons Fund - - - - - 2,344,558
Participant loan fund - - - - - -
---------- ----------- ----------- ---------- ---------- ----------
Total investments 3,902,645 5,225,397 11,275,522 9,607,455 4,001,652 2,344,558
Accrued investment income 27,426 - - - - -
Member contributions receivable - - - - - -
---------- ---------- ----------- ---------- ---------- ----------
Net assets available for
plan benefits $3,930,071 5,225,397 11,275,522 9,607,455 4,001,652 2,344,558
========== ========== =========== ========== ========== ==========
</TABLE>
<TABLE>
Non-
participant-
Participant-Directed Directed
------------------------------------------- -----------
MetWest Janus International
Total Worldwide Loan Multifoods
Return Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Common stock of International
Multifoods Corp. - - - 12,995,151 $16,810,900
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
Cash - - - 53,722 108,579
Short-term Investment Fund - - - 242,217 313,339
Stable Return Fund - - - - 5,225,397
Registered funds:
Fidelity Magellan Fund - - - - 11,256,113
Vanguard Index Trust-500 Portfolio - - - - 9,607,455
Vanguard Asset Allocation Fund - - - - 3,981,978
T. Rowe Price New Horizons Fund - - - - 2,344,558
Participant loan fund - - 700,871 - 700,871
------- ------- -------- ----------- -----------
Total investments - - 700,871 13,291,090 50,349,190
Accrued investment income - - - 93,403 120,829
Member contributions receivable 82,336 33,504 - - 115,840
------- ------- -------- ----------- -----------
Net assets available for
Plan benefits 82,336 33,504 700,871 13,384,493 $50,585,859
======= ======== ======== =========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1998
Participant-Directed
--------------------------------------------------------------------------------------
International Norwest Fidelity Vanguard Vanguard Index Vanguard Asset
Multifoods Stable Return Magellan Institutional Trust-500 Allocation
Stock Fund Fund Fund Index Fund Portfolio Fund
---------- ---------- ----------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 107,474 - 73,800 82,698 4,466 161,742
Interest 4,356 - - - - -
Net appreciation (depreciation)
in fair value of investments (197,366) 345,150 3,469,563 908,837 1,499,090 937,079
---------- ---------- ----------- ----------- ----------- ----------
Total investment income (loss) (85,536) 345,150 3,543,363 991,535 1,503,556 1,098,821
---------- ---------- ----------- ----------- ----------- ----------
Contributions:
Members 494,552 679,104 1,358,409 597,517 749,482 675,351
Employer - - - - - -
---------- ---------- ----------- ----------- ----------- ----------
Total contributions 494,552 679,104 1,358,409 597,517 749,482 675,351
---------- ---------- ----------- ----------- ----------- ----------
Distributions (339,917) (692,111) (2,027,648) (502,790) (937,624) (469,241)
Administrative expenses (3,969) (24,475) (11,437) (4,325) (5,158) (4,697)
Fund transfers (203,586) 444,203 (686,610) 10,230,262 (10,917,711) 320,760
---------- ---------- ----------- ----------- ----------- ----------
Net increase (decrease)
in net assets available
for plan benefits (138,456) 751,871 2,176,077 11,312,199 (9,607,455) 1,620,994
Net assets available for
plan benefits:
Beginning of year 3,930,071 5,225,397 11,275,522 - 9,607,455 4,001,652
---------- ---------- ----------- ----------- ----------- ----------
End of year $3,791,615 5,977,268 13,451,599 11,312,199 - 5,622,646
========== ========== =========== =========== =========== ==========
</TABLE>
<TABLE>
Non-
participant-
Participant-Directed Directed
------------------------------------------------------ -------------
T. Rowe Price MetWest Janus International
New Horizons Total Return Worldwide Loan Multifoods
Fund Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends - 21,938 3,043 - 375,663 $ 830,824
Interest - - - 111,652 14,836 130,844
Net appreciation (depreciation)
in fair value of investments 77,159 2,788 71,771 - (1,016,579) 6,097,492
---------- -------- -------- ---------- ----------- -----------
Total investment income (loss) 77,159 24,726 74,814 111,652 (626,080) 7,059,160
---------- -------- -------- ---------- ----------- -----------
Contributions:
Members 495,973 (30,968) 105,648 - - 5,125,068
Employer - - - - 1,987,018 1,987.018
---------- -------- -------- ---------- ----------- -----------
Total contributions 495,973 (30,968) 105,648 - 1,987,018 7,112,086
---------- -------- -------- ---------- ----------- -----------
Distributions (264,721) (469) (13,819) (106,513) (1,521,043) (6,875,896)
Administrative expenses (2,159) (199) (305) 127 (7,737) (64,334)
Fund transfers (445,502) 450,360 566,650 544,861 (303,687) -
---------- -------- -------- ---------- ----------- -----------
Net increase (decrease) in
net assets available for
plan benefits (139,250) 443,450 732,988 550,127 (471,529) 7,231,016
Net assets available for plan benefits:
Beginning of year 2,344,558 82,336 33,504 700,871 13,384,493 50,585,859
---------- -------- -------- ---------- ----------- ------------
End of year 2,205,308 525,786 766,492 1,250,998 12,912,964 $57,816,875
========== ======== ======== ========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Statement of Changes in Net Assets
Available for Plan Benefits
Year Ended December 31, 1997
Participant-Directed
------------------------------------------------------------------------
International Norwest Fidelity Vanguard Index Vanguard Asset
Multifoods Stable Return Magellan Trust-500 Allocation
Stock Fund Fund Fund Portfolio Fund
---------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 113,328 - 140,091 134,485 127,924
Interest 833 - 22 2 3
Net appreciation in fair value
Of investments 1,496,230 340,298 2,249,374 2,156,022 676,312
---------- ---------- ----------- ---------- ----------
Total investment income 1,610,391 340,298 2,389,487 2,290,509 804,239
---------- ---------- ----------- ---------- ----------
Contributions:
Members 342,909 489,738 1,320,406 1,175,478 488,769
Employer - - - - -
---------- ---------- ----------- ---------- ----------
Total contributions 342,909 489,738 1,320,406 1,175,478 488,769
Distributions (834,663) (883,721) (1,575,772) (715,579) (334,072)
Administrative expenses (3,042) (31,148) (12,658) (8,610) (4,220)
Fund transfers (171,073) (660,217) (1,000,555) 914,926 295,333
---------- ---------- ------------ ---------- ----------
Net increase (decrease)
in net assets available
for plan benefits 944,522 (745,050) 1,120,908 3,656,724 1,250,049
---------- ---------- ----------- ---------- ----------
Net assets available for
plan benefits:
Beginning of year 2,985,549 5,970,447 10,154,614 5,950,731 2,751,603
---------- ---------- ----------- ---------- ----------
End of year $3,930,071 5,225,397 11,275,522 9,607,455 4,001,652
========== ========== =========== ========== ==========
</TABLE>
<TABLE>
Non-
participant-
Participant-Directed Directed
---------------------------------------------------------- -------------
T. Rowe Price MetWest Janus International
New Horizons Total Return Worldwide Loan Multifoods
Fund Fund Fund Fund Stock Fund Total
---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends 82 - - - 374,545 $ 890,455
Interest (10) - - 44,899 2,725 48,474
Net appreciation in fair value
Of investments 147,455 - - - 4,696,920 11,762,611
---------- ------- ------- -------- ----------- -----------
Total investment income 147,527 - - 44,899 5,074,190 12,701,540
---------- ------- ------- -------- ----------- -----------
Contributions:
Members 593,031 82,336 33,504 - - 4,526,171
Employer - - - - 1,843,641 1,843,641
---------- ------- ------- -------- ----------- -----------
Total contributions 593,031 82,336 33,504 - 1,843,641 6,369,812
---------- ------- ------- -------- ----------- -----------
Distributions (229,453) - - - (1,793,198) (6,366,458)
Administrative expenses (1,797) - - (127) (9,550) (71,152)
Fund transfers 509,566 - - 112,020 - -
---------- ------- ------- -------- ----------- -----------
Net increase (decrease) in
net assets available for
plan benefits 1,018,874 82,336 33,504 156,792 5,115,083 12,633,742
Net assets available for plan benefits:
Beginning of year 1,325,684 - - 544,079 8,269,410 37,952,117
---------- ------- ------- -------- ----------- -----------
End of year 2,344,558 82,336 33,504 700,871 13,384,493 $50,585,859
========== ======= ======= ======== =========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 1998 and 1997
1) Description of the VISA Plan
The following brief description of the Employees' Voluntary Investment
and Savings Plan of International Multifoods Corporation (the "VISA
Plan") is provided for general information purposes only. For more
complete information about the VISA Plan's eligibility, vesting,
withdrawal and benefit provisions, employees should refer to their copy
of the Summary VISA Plan Description.
The VISA Plan is a voluntary investment and savings plan intended to be
a long-term investment program to provide participating employees
("Members") with additional retirement income. Salaried employees as
well as certain hourly employees of International Multifoods Corporation
(the "Company") and participating subsidiaries are eligible for the VISA
Plan after one year of qualifying service. The VISA Plan is a salary
reduction plan under Section 401(k) of the Internal Revenue Code and
qualifies as an Employee Stock Ownership Plan ("ESOP") under Section
4975(e) of the Internal Revenue Code. The ESOP provisions allow the
Trustee (Norwest Bank Minnesota, N.A.), at the direction of the VISA
Plan Administrator, to purchase common stock of the Company with the
proceeds of one or more loans. Any loan transaction entered into must
provide that the lender shall be without recourse against the assets of
the VISA Plan, except for common stock held in a loan suspense account,
and therefore not allocated to participating Members.
The Company and its participating subsidiary corporations (the
"Employer") absorb a major portion of the administrative costs of the
VISA Plan including audit, accounting and legal fees. The operational
expenses of each investment fund (commissions or other transaction
costs, investment management fees, etc.) are paid out of that fund and
reduce its rate of return. The Trustee's fees are also paid out of the
trust and are charged against the Members' accounts pro rata based on
the account balances. The VISA Plan also allows certain other
administrative expenses (recordkeeping fees, disbursement fees, etc.) to
be paid out of the trust and charged against the Members' accounts,
although the Employer currently pays such fees and expenses.
Members enter into salary reduction agreements with the Employer and may
contribute, within limitations specified by the Internal Revenue Code,
from 2% to 15% of covered pay. The Employer's contribution is 50% of
the Member's contribution with a limit of 3.5% of the Member's covered
pay. Members' deposits are fully vested. Employer contributions are
20% vested after one year of service and continue to vest an additional
20% each year, becoming fully vested after the employee has completed
five years of service, or upon reaching age 65, retirement, pre-
retirement disability, death and certain other occurrences
An employee, whether or not such employee has satisfied the service
requirement to become a Member, is eligible to contribute any amount
that qualifies as a rollover contribution (as defined in the VISA Plan).
Rollover contributions are not eligible for Employer matching
contributions.
2) Accounting Policies
Basis of Accounting
- -------------------
The VISA Plan's accounting policies conform to generally accepted
accounting principles ("GAAP") applied on a consistent basis. The
financial statements of the VISA Plan are prepared under the accrual
method of accounting.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of changes in net assets available
for plan benefits during the reporting period. Actual results could
differ from these estimates.
Investment Valuation and Income Recognition
- -------------------------------------------
Significant policies related to investments are summarized below:
The fair value of investments in the Company's common stock is based
upon published quotations.
The fair value of investments in common trust funds and mutual funds
is determined by the trustee or custodian of those funds on the
basis of the fair values of the underlying net assets.
Net appreciation (depreciation) in fair value of investments
represents increases or decreases in value resulting from realized
and unrealized gains and losses.
The Member loans are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis, and dividends are
recorded on the ex-dividend date.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
3) Member Loans
Effective January 1, 1996, the VISA Plan was amended to allow Members to
borrow from their account and repay it through after-tax payroll
deductions. Members may borrow from their accounts a minimum of $1,000
up to a maximum equal to the lesser of $50,000 or 50% of their account
balance. Loan transactions are treated as transfers between the
investment funds and the Loan Fund. Loan terms range from one to five
years. The loans are due and payable 30 days following termination of
employment, or earlier in certain circumstances. The loans are secured
by the balance in the Member's account and bear interest at the prime
rate plus 2%. Principal and interest payments are paid ratably from
each paycheck.
4) Forfeitures and Vesting
Members who terminate their employment with the Company forfeit the
nonvested portion of the Company's contributions to their accounts.
However, if terminated Members are reemployed by the Company within 5
years of termination, such forfeited nonvested portion of the Company's
contributions is restored to their VISA Plan accounts. Forfeitures to
the VISA Plan can be used to cover future Company's contributions or
reinstate previously forfeited amounts to reemployed Members.
Forfeitures to the VISA plan were $65,511 and $131,409 in 1998 and 1997,
respectively.
The company's contributions vests as shown below:
Employee's vesting service since
joining the Company Vested Percentage
- -------------------------------- -----------------
1 year but less than 2 years 20%
2 years but less than 3 years 40%
3 years but less than 4 years 60%
4 years but less than 5 years 80%
5 years or more 100%
If the Member retires, dies, becomes totally and permanently disabled,
or if a Member's employment with the Company is involuntarily terminated
due to the destruction, shutdown, or closing of any plant (or such other
event as the Board of Directors of the Company deems to be sufficient
cause to allow for full vesting), or if the VISA Plan is terminated by
the Company, the Member is vested 100%, regardless of the length of
Company service.
5) Investment Funds
Members may deposit their contributions in any one of the following
investment funds: International Multifoods Stock Fund, Norwest Stable
Return Fund, Fidelity Magellan Fund, Vanguard Institutional Index Fund,
Vanguard Asset Allocation Fund, T. Rowe Price New Horizon Fund, MetWest
Total Return Fund and Janus Worldwide Fund. On July 30, 1998, the
investment in Vanguard Index Trust 500 Portfolio was sold and
reinvested in the Vanguard Institutional Index Fund. Contributions can
be allocated to funds in increments of 5%. Member contributions and
investment balances can be reallocated at anytime. The Employer's
contribution is invested 100% in the International Multifoods Stock
Fund. Members may reallocate a portion of their Employer's
contributions and investment balances only during a special
"diversification election period" that occurs as the Member approaches
retirement age.
The Finance and Benefit Investment Committee of the Company's Board of
Directors selects the investment funds that will be offered under the
VISA Plan. Each of the funds may temporarily hold cash or make short-
term investments. The following schedule summarizes the type of
investments, which may be made by each of the funds:
Fund Description
- ---- -----------
International Multifoods Invests in the common stock of the Company
Stock Fund
Norwest Stable Return Fund Collective bank trust that invests in
fixed income securities such as contracts
with insurance companies and banks
Fidelity Magellan Fund Mutual fund that invests in equity
securities
Vanguard Institutional Index Mutual fund that invests in equity
Fund securities of companies that make up
the Standard and Poor's 500 Composite
Stock Price Index
Vanguard Asset Allocation Mutual fund that invests in fixed income
Fund securities and equity securities
T. Rowe Price New Mutual fund that invests in equity
Horizons Fund securities of young, emerging growth
companies
MetWest Total Return Fund Mutual fund that invests in fixed income
securities such as U.S. government
securities, corporate debt securities and
commercial paper
Janus Worldwide Fund Mutual fund that invests in equity
securities of foreign and domestic
companies
6) Plan Termination
Although it has not expressed any intention to do so, the Company has
the right to terminate the VISA Plan or discontinue contributions with
respect to any one or more participating employers. Upon termination or
discontinuance of contributions, Employer contribution amounts in Member
accounts which have not vested will become vested. Thereafter, full
distribution of each fund may be made to Members, either by lump sum
payment or by annual installment payments over a period not exceeding
ten years.
7) Distributions
The VISA Plan provides for the distribution of a Member's account
balance upon retirement, death, termination of employment or certain
other occurrences. In addition, Members who meet certain qualifications
as to age and length of participation in the VISA Plan, or who have a
proven financial hardship, may elect to withdraw a portion of their
account balance. Distributions may be made either by lump sum payment
or by annual installment payments over a period not exceeding ten years
at the discretion of the VISA Plan Administrator. Distributions from
the Company Common Stock Fund of the VISA Plan are made in full shares
of common stock of the Company and cash for any fractional share
equivalents, except that members may elect to receive cash
distributions. The number of shares to be distributed is determined by
the market value of the common stock as of the valuation date.
8) Income Taxes
The Company received a tax determination letter dated June 25, 1996,
from the Internal Revenue Service stating that the VISA Plan meets the
requirements of Section 401(a) of the Internal Revenue Code and that the
trust created under the Plan is therefore exempt from Federal income
taxes under provisions of Section 501(a). As of the date of this
report, the Company believes that the Plan and its related trust
continue to qualify under the provisions of Sections 401(a) and 501(a)
and are exempt from Federal income taxes.
The VISA Plan qualifies as a salary reduction plan under Section 401(k)
of the Internal Revenue Code. Accordingly, Employer contributions and
allocations to Members' accounts of trust earnings are not taxable to
Members when made or when credited to the Member's account. However,
Member distributions are subject to ordinary income taxes and may be
subject to an additional 10% penalty tax.
9) Investments
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1998:
No. of Shares Fair Value
-------------- -----------
International Multifoods
Stock Fund 627,473 $16,196,644
Norwest Stable Return Fund 223,474 5,977,268
Fidelity Magellan Fund 111,336 13,451,599
Vanguard Institutional Index 100,241 11,312,199
Fund
Vanguard Asset Allocation Fund 230,625 5,622,646
The following investments represent 5% or more of the net assets
available for plan benefits at December 31, 1997:
No. of Shares Fair Value
-------------- -----------
International Multifoods
Stock Fund 593,752 $16,810,900
Norwest Stable Return Fund 213,010 5,225,397
Fidelity Magellan Fund 118,381 11,256,113
Vanguard Index Trust-500 106,689 9,607,455
Portfolio
Vanguard Asset Allocation Fund 190,155 3,981,978
10) Party-In-Interest Transactions
Transactions resulting in plan assets being transferred to or used by a
related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applies. The Trustee of the VISA Plan,
Norwest Bank Minnesota, N.A., and International Multifoods Corporation
are defined as parties-in-interest with respect to the Plan. However,
such transactions are exempt under section 408(b)(8) and are not
prohibited under the Act.
Schedule 1
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
Description of investment,
including maturity date,
Identity of issue, borrower, lessor rate of interest, collateral,
or similar party and par or maturity value Cost Fair Value
- -------------------------------------- -------------------------------- ----------- -----------
<S> <C> <C> <C>
Common stock:
*International Multifoods Corporation 627,473 shares common stock, $12,942,826 16,196,644
par value $0.10 per share
- -------------------------------------------------------------------------------------------------------------
Total common stock 12,942,826 16,196,644
- -------------------------------------------------------------------------------------------------------------
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
*Cash Cash equivalents 28,262 28,262
*Short-term Investment Fund 357,973 units 357,973 357,973
*Stable Return Fund 223,474 units 5,044,288 5,977,268
- -------------------------------------------------------------------------------------------------------------
Total cash and common trust funds 5,430,523 6,363,503
- -------------------------------------------------------------------------------------------------------------
Registered funds:
Fidelity Magellan Fund 111,336 units 9,016,496 13,451,599
Vanguard Institutional Index Fund 100,241 units 10,363,112 11,312,199
Vanguard Asset Allocation Fund 230,625 units 4,638,812 5,622,646
T Rowe Price New Horizons Fund 94,486 units 2,148,573 2,205,308
MetWest Total Return Fund 49,079 units 519,408 522,693
Janus Worldwide Fund 16,123 units 702,339 763,563
- -------------------------------------------------------------------------------------------------------------
Total shares of registered funds 27,388,740 33,878,008
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
Participant loan fund 1,250,998 units, 1,250,998 1,250,998
interest rates ranged from
9.76% to 10.5%
- -------------------------------------------------------------------------------------------------------------
Total investments $47,013,087 57,689,153
=============================================================================================================
* Represents party-in-interest.
</TABLE>
See accompanying independent auditors' report.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN Schedule 2
OF INTERNATIONAL MULTIFOODS CORPORATION
<TABLE>
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1998
No. of No. of Purchase Selling Cost of Net Gain
Identity of Party Involved Description of Asset Purchases Sales Price Price Assets or (Loss)
- ------------------------------- --------------------- --------- ------ ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Series of transactions (involving
one security) which exceed 5%
of plan assets.
*International Multifoods
Corporation Common Stock 14 12 $ 1,498,950 1,038,868 833,424 205,444
*Norwest Bank Minnesota, N.A. Short-term
Investment Fund 41 134 3,191,302 3,146,668 3,146,668 -
*Norwest Bank Minnesota, N.A. Stable Return Fund 64 120 2,117,744 1,834,097 1,532,934 301,163
Fidelity Magellan Fund Registered Fund 52 146 2,026,376 2,749,684 2,055,049 694,635
Vanguard Index Trust-500 Registered Fund 55 66 1,181,194 12,364,999 8,493,905 3,871,094
Portfolio
Vanguard Institutional Index Registered Fund 31 57 11,997,262 1,551,728 1,634,150 (82,422)
Fund
Individual transactions (involving one security) which exceed 5% of plan assets.
Vanguard Index Trust-500 Registered Fund - 1 - 11,002,171 7,530,211 3,471,960
Portfolio
Vanguard Institutional Index Registered Fund 1 - 11,002,171 - - -
Fund
</TABLE>
* Represents party-in-interest
See accompanying independent auditors' report.
Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
EMPLOYEES' VOLUNTARY
INVESTMENT AND SAVINGS PLAN OF
INTERNATIONAL MULTIFOODS CORPORATION
June 18, 1999 By /s/ Joyce G. Traver
Joyce G. Traver
Director - Benefits
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP.
EXHIBIT 23
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation
We consent to incorporation by reference in Registration Statement No.
333-51399 on Form S-8 of International Multifoods Corporation of our
report dated May 21, 1999, relating to the statements of net assets
available for plan benefits of the Employees' Voluntary Investment and
Savings Plan of International Multifoods Corporation as of December 31,
1998 and 1997, and the related statements of changes in net assets
available for plan benefits for the years then ended, and the fund
information as of and for the years ended December 31, 1998 and 1997,
and the supplemental information as of and for the year ended December
31, 1998 which report appears in the December 31, 1998 Annual Report on
Form 11-K of International Multifoods Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 18, 1999
