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 29, 2000
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 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 29, 2000 and February 28, 1999, and the related statements
of income and changes in plan equity for each of the years ended
February 29, 2000, February 28, 1999 and February 28, 1998. 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 29, 2000, and February 28, 1999, and the income and changes
in plan equity for each of the years ended February 29, 2000, February
28, 1999 and February 28, 1998, in conformity with generally accepted
accounting principles.
/s/ KPMG LLP
Minneapolis, Minnesota
May 3, 2000
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Statements of Financial Condition
February 29, 2000 and February 28, 1999
(Expressed in Canadian Dollars)
<TABLE>
2000 1999
- ------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash $ 6,782 $ 4,235
Contributions Receivable:
Employee 71,957 69,465
Employer 33,728 34,729
- ------------------------------------------------------------------------------------
105,685 104,194
Investment in shares of common stock of
International Multifoods Corporation at fair value:
2000 : 11,543 shares, cost = $ 284,832
1999 : 6,769 shares, cost = $ 241,813 182,922 221,295
- ------------------------------------------------------------------------------------
$295,389 $329,724
====================================================================================
Plan Equity $295,389 $329,724
====================================================================================
</TABLE>
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 29, 2000,
February 28, 1999 and February 28, 1998
(Expressed in Canadian Dollars)
<TABLE>
2000 1999 1998
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment income:
Cash dividends $ 27,589 $ 23,049 $ 31,566
Interest income 23 110 131
- -----------------------------------------------------------------------------------
27,612 23,159 31,697
Decrease in unrealized
gain/loss on investment (81,392) (32,988) (25,366)
Realized gain (loss) on withdrawals
of common stock (600,499) (112,907) 185,594
- -----------------------------------------------------------------------------------
Net investment gain (loss) (654,279) (122,736) 191,925
- -----------------------------------------------------------------------------------
Contributions:
Contributions by members 829,190 783,002 712,455
Contributions by participating
Employer, net of forfeitures
on termination 405,829 389,642 345,918
- -----------------------------------------------------------------------------------
Total Contributions 1,235,019 1,172,644 1,058,373
- -----------------------------------------------------------------------------------
Total increase in plan equity 580,740 1,049,908 1,250,298
Withdrawals:
Cash 6,303 11,691 12,863
Distributions in stock 608,772 1,004,559 1,261,751
- -----------------------------------------------------------------------------------
Total withdrawals 615,075 1,016,250 1,274,614
- -----------------------------------------------------------------------------------
Net increase (decrease) in plan equity (34,335) 33,658 (24,316)
Balance of plan equity at beginning of
year 329,724 296,066 320,382
- -----------------------------------------------------------------------------------
Balance of plan equity at end of year $ 295,389 $ 329,724 $ 296,066
===================================================================================
</TABLE>
See accompanying notes to financial statements.
STOCK PURCHASE PLAN OF
ROBIN HOOD MULTIFOODS INC.
Notes to Financial Statements
February 29, 2000, February 28, 1999 and February 28, 1998
- ----------------------------------------------------------
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 transaction 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 investments under the Plan at February 29, 2000,
February 28, 1999 and February 28, 1998 were as follows:
2000 1999 1998
- --------------------------------------------------------------------
Number of employees 351 340 329
Number of units 11,543 6,769 5,056
Net asset value per share:
At cost $24.676 $35.724 $37.304
At market 15.847 32.692 39.769
- --------------------------------------------------------------------
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, i.e. vested amount, 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
- --------------------------------------------------------------------
2000:
Aggregate market value/ proceeds $ 608,772
Aggregate FIFO cost 1,209,271
- --------------------------------------------------------------------
Realized loss $ (600,499)
====================================================================
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
====================================================================
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 29, 2000,
February 28, 1999 and February 28, 1998 are as follows:
<TABLE>
Members 2000 1999 1998
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Robin Hood Multifoods Inc. $751,504 $700,587 $643,329
Multifoods Inc. 73,386 78,556 69,126
Gourmet Baker Inc. 4,300 3,859 -
- --------------------------------------------------------------------------
$829,190 $783,002 $712,455
==========================================================================
</TABLE>
<TABLE>
Employer 2000 1999 1998
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Robin Hood Multifoods Inc. $366,985 $348,434 $311,356
Multifoods Inc. 36,694 39,278 34,562
Gourmet Baker Inc. 2,150 1,930 -
- --------------------------------------------------------------------------
$405,829 $389,642 $345,918
==========================================================================
</TABLE>
Employer contributions are net of forfeitures.
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 26, 2000 By /s/ Robert C. Morgan
-------------------------------
Robert C. Morgan
Member of the Savings Committee
EXHIBIT INDEX
23 Consent of KPMG 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 3, 2000, relating to the statements of financial
condition of the Stock Purchase Plan of Robin Hood Multifoods Inc. as
of February 29, 2000 and February 28, 1999, and the related statements
of income and changes in plan equity for each of the years in the
three-year period ended February 29, 2000, which report appears in the
February 29, 2000 Annual Report on Form 11-K of International
Multifoods Corporation.
/s/ KPMG LLP
Minneapolis, Minnesota
May 26, 2000
