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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 15, 2000
INTERNATIONAL MULTIFOODS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-6699 41-0871880
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
110 CHESIRE LANE, SUITE 300
MINNETONKA, MINNESOTA 55305
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(Address of principal executive offices) (Zip Code)
(952) 594-3300
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(Registrant's telephone number)
200 EAST LAKE STREET, WAYZATA, MINNESOTA 55391
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(Former Address)
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ITEM 5. OTHER EVENTS.
On September 15, 2000, the Board of Directors of International
Multifoods Corporation (the "Company"), declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of Common Stock of
the par value of $.10 per share (the "Common Shares") of the Company. The
dividend is payable on October 4, 2000 (the "Record Date") to stockholders of
record on that date.
Each Right entitles the registered holder to purchase from the Company
one-hundredth of a share of Series A Junior Participating Preferred Capital
Stock, $1.00 par value per share (the "Preferred Shares"), of the Company at a
price of $70 per one-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement"), dated as of September 15, 2000,
between the Company and Wells Fargo Bank Minnesota, N.A., as Rights Agent (the
"Rights Agent").
Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed. The Rights will separate from the Common Shares and a Distribution
Date for the Rights will occur, subject to certain exceptions, upon the earlier
of:
(i) the close of business on the fifteenth day following
a public announcement that a person or group of affiliated or
associated persons has become an "Acquiring Person" (i.e., has become,
subject to certain exceptions, the beneficial owner of 15% or more of
the outstanding Common Shares), or
(ii) the close of business on the fifteenth day following
the first public announcement relating to a tender offer or exchange
offer the consummation of which would result in a person or group of
affiliated or associated persons becoming, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding
Common Shares (or such later date as may be determined by the Board of
Directors of the Company before a person or group of affiliated or
associated persons becomes an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common
Shares,
(ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference, and
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(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of
Rights attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate.
As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on October 4, 2010, unless extended or earlier redeemed or exchanged
by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution:
(i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the then
current market price of the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those described in clause
(ii) hereof).
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu of such issuance a payment in cash
is made based on the closing price (pro-rated for the fraction) of the Preferred
Shares on the last trading date before the date of exercise.
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If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise of the Right at the then current exercise price of the Right that
number of Common Shares having a market value of two times the exercise price of
the Right, subject to certain possible adjustments.
If, on or after the Distribution Date or within 15 days prior thereto,
the Company is acquired in certain mergers or other business combination
transactions or 50% or more of the assets or earning power of the Company and
its subsidiaries (taken as a whole) are sold on or after the Distribution Date
or within 15 days prior thereto in one or a series of related transactions, each
holder of a Right (other than Rights that have become void under the terms of
the Rights Agreement) will thereafter have the right to receive, upon exercise
of the Right at the then current exercise price of the Right, that number of
common shares of the acquiring company (or, in certain cases, one of its
affiliates) having a market value of two times the exercise price of the Right.
In certain events specified in the Rights Agreement, the Company is
permitted temporarily to suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to certain exceptions) and before the
acquisition by a person or group of affiliated or associated persons of 50% or
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange all or part of the Rights (other than Rights that have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per share market price of
the Common Shares, subject to adjustment.
At any time before a person or group of affiliated or associated
persons becomes an Acquiring Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.001 per Right,
subject to adjustment (the "Redemption Price"), payable in cash. The redemption
of the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish. The
Board of Directors and the Company shall not have any liability to any person as
a result of the redemption or exchange of the Rights pursuant to the provisions
of the Rights Agreement.
The terms of the Rights may be amended by the Board of Directors of the
Company, subject to certain limitations after the Distribution Date, without the
consent of the holders of the Rights, including an amendment before a person or
group of affiliated or associated persons becomes an Acquiring Person to lower
the 15% threshold for exercisability of the Rights to not less than the greater
of (i) the sum of .001% and the largest percentage of the outstanding
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Common Shares then known by the Company to be beneficially owned by any person
or group of affiliated or associated persons (subject to certain exceptions) or
(ii) 10%.
Until a Right is exercised, the holder of the Right, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights Agreement (including all exhibits thereto) is incorporated
by reference herein. This summary description of the Rights does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement.
ITEM 7. EXHIBITS.
4.1 Share Rights Agreement, dated as of September 15, 2000,
between International Multifoods Corporation and Wells Fargo
Bank Minnesota, N.A., as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Registration Statement
on Form 8-A, dated September 22, 2000).
99.1 Press Release dated September 15, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTERNATIONAL MULTIFOODS CORPORATION
Date: September 15, 2000 By: /s/ John E. Byom
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John E. Byom
Vice President, Finance and
Chief Financial Officer
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