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, 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
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, 1999 and 1998
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, 1999 and 1998, 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, 1999 and 1998, 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 supplemental schedules 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 LLP
Minneapolis, Minnesota
May 26, 2000
<TABLE>
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
1999 1998
----------- -----------
<S> <C> <C>
Investments $58,582,031 $57,689,153
Receivables:
Accrued investment income 150,361 127,722
Employer contribution 84,489 -
Participant contribution 211,257 -
----------- -----------
Total receivables 446,107 127,722
----------- -----------
Net assets available for plan benefits $59,028,138 $57,816,875
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999 and 1998
1999 1998
----------- -----------
<S> <C> <C>
Investment income:
Net appreciation (depreciation) in fair
value of investments $ (874,794) $ 6,097,492
Interest 145,946 130,844
Dividends 1,062,310 830,824
----------- -----------
333,462 7,059,160
----------- -----------
Contributions:
Participant 5,340,180 5,125,068
Employer 2,015,044 1,987,018
----------- -----------
7,355,224 7,112,086
----------- -----------
Total additions 7,688,686 14,171,246
----------- -----------
Distributions 6,416,550 6,875,896
Administrative expenses 60,873 64,334
----------- -----------
Total deductions 6,477,423 6,940,230
----------- -----------
Net increase 1,211,263 7,231,016
Net assets available for plan benefits:
Beginning of year 57,816,875 50,585,859
----------- -----------
End of year $59,028,138 $57,816,875
=========== ===========
</TABLE>
See accompanying notes to financial statements.
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Notes to Financial Statements
December 31, 1999 and 1998
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.
Reclassification
----------------
Due to the adoption of American Institute of Certified Public
Accountants Statement of Position 99-3, "Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters" ("SOP 99-3"), certain reclassifications have been made to the
1998 financial statements. SOP 99-3 is effective for financial
statements for plan years ending after December 15, 1999.
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
The VISA Plan allows 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 $50,264 and $65,511 in 1999 and 1998,
respectively.
The company's contributions vests as shown below:
<TABLE>
Employee's vesting service since joining the Company Vested Percentage
---------------------------------------------------- -----------------
<S> <C>
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%
</TABLE>
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 Horizons Fund, MetWest
Total Return Fund and Janus Worldwide 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:
<TABLE>
Fund Description
---- -----------
<S> <C>
International Multifoods Stock Fund Invests in the common stock of the Company
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 Fund Mutual fund that invests in equity
securities of companies that make up the
Standard and Poor's 500 Composite Stock
Price Index
Vanguard Asset Allocation Fund Mutual fund that invests in fixed income
securities and equity securities
T. Rowe Price New Horizons Fund Mutual fund that invests in equity
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
</TABLE>
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 VISA 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 VISA 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 represent 5% or more of the net assets available for plan
benefits at December 31, 1999 and 1998:
<TABLE>
1999 1998
----------- ----------
Fair Value Fair Value
----------- ----------
<S> <C> <C>
International Multifoods Stock Fund
-Nonparticipant directed $ 7,156,843 $12,520,320
-Participant directed 2,485,394 3,676,324
----------- -----------
$ 9,642,237 $16,196,644
----------- -----------
Norwest Stable Return Fund $ 6,686,312 $ 5,977,268
Fidelity Magellan Fund 15,932,015 13,451,599
Vanguard Institutional Index Fund 12,084,895 11,312,199
Vanguard Asset Allocation Fund 5,449,743 5,622,646
Janus Worldwide Fund 3,655,608 766,492
</TABLE>
The Plan's investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated in value by
$874,794 in 1999 and appreciated in value by $6,097,492 in 1998, as
follows:
<TABLE>
1999 1998
----------- ------------
<S> <C> <C>
Mutual funds $ 7,476,064 $ 7,311,437
International Multifoods Stock Fund (8,350,858) (1,213,945)
----------- ------------
$ (874,794) $ 6,097,492
=========== ============
</TABLE>
10) Nonparticipant-directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments are as follows:
<TABLE>
1999 1998
----------- -----------
<S> <C> <C>
International Multifoods Stock Fund $ 7,156,843 $12,520,320
Short-Term Investment Fund 234,911 276,720
Cash - 17,192
Accrued investment income 106,017 98,732
Employer contributions receivable 84,489 -
---------- -----------
Net assets $ 7,582,260 $12,912,964
=========== ===========
Changes in Net Assets:
Contributions $ 2,015,044 $ 1,987,018
Dividends 411,855 375,663
Interest 16,429 14,836
Net depreciation in fair value
of investments (6,538,317) (1,016,579)
Distributions (1,195,881) (1,521,043)
Administrative expenses (7,234) (7,737)
Transfers to participant-directed
investments (32,600) (303,687)
----------- -----------
Net decrease in net assets $(5,330,704) $ (471,529)
=========== ===========
</TABLE>
11) Party-In-Interest Transactions
Transactions resulting in plan assets being transferred to or used by a
related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applies. The Trustee of the VISA Plan,
Norwest Bank Minnesota, N.A., and International Multifoods Corporation
are defined as parties-in-interest with respect to the VISA Plan.
However, such transactions are exempt under section 408(b)(8) and are
not prohibited under the Act.
<TABLE>
Schedule 1
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN
OF INTERNATIONAL MULTIFOODS CORPORATION
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
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 727,716 shares common stock, $14,765,678 9,642,237
par value $0.10 per share
-------------------------------------------------------------------------------------------------------------
Total common stock 14,765,678 9,642,237
-------------------------------------------------------------------------------------------------------------
Cash and common trust funds:
Norwest Bank Minnesota, N.A.:
*Short-term Investment Fund 316,490 units 316,490 316,490
*Stable Return Fund 233,791 units 5,846,678 6,686,312
-------------------------------------------------------------------------------------------------------------
Total common trust funds 6,163,168 7,002,802
-------------------------------------------------------------------------------------------------------------
Mutual funds:
Fidelity Magellan Fund 117,232 units 10,877,240 15,932,015
Vanguard Institutional Index Fund 89,964 units 9,640,415 12,084,895
Vanguard Asset Allocation Fund 230,276 units 4,793,237 5,449,743
T Rowe Price New Horizons Fund 103,481 units 2,405,034 2,831,861
MetWest Total Return Fund 50,427 units 519,797 501,887
Janus Worldwide Fund 48,719 units 2,685,689 3,655,608
-------------------------------------------------------------------------------------------------------------
Total mutual funds 30,921,412 40,456,009
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Participant loan fund 1,480,983 units, 1,480,983 1,480,983
interest rates ranged from
9.75% to 10.5%
-------------------------------------------------------------------------------------------------------------
Total investments $53,331,241 $58,582,031
=============================================================================================================
* Represents party-in-interest.
</TABLE>
See accompanying independent auditors' report.
<TABLE>
EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN Schedule 2
OF INTERNATIONAL MULTIFOODS CORPORATION
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1999
Description of No. of No. of Purchase Selling Cost of Net Gain
Identity of Party Involved 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.
*Norwest Bank Minnesota, N.A. Short-term
Investment Fund 110 143 4,092,052 4,133,535 4,133,535 -
*Norwest Bank Minnesota, N.A. Stable Return Fund 83 109 3,729,868 3,451,325 2,970,854 480,471
Fidelity Magellan Fund Mutual Fund 100 142 4,684,576 3,968,066 2,738,466 1,229,600
Vanguard Institutional Index Mutual Fund 90 120 2,508,714 3,773,983 3,260,252 513,731
Fund
There were no individual transactions (involving one security) which exceed 5% of plan assets.
</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 14, 2000 By /s/ Joyce G. Traver
Joyce G. Traver
Director - Benefits
EXHIBIT INDEX
23 Consent of KPMG LLP.
