-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mzld5QjqOufdczdJvOWadw9YC+RPwdbNAYVIVGiPtezIQk60iIZBxbTkGun5ugS+ dZfLPPvFFvb5fwCqvcSNyg== 0000051410-94-000022.txt : 19940701 0000051410-94-000022.hdr.sgml : 19940701 ACCESSION NUMBER: 0000051410-94-000022 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MULTIFOODS CORP CENTRAL INDEX KEY: 0000051410 STANDARD INDUSTRIAL CLASSIFICATION: 2040 IRS NUMBER: 410871880 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06699 FILM NUMBER: 94535129 BUSINESS ADDRESS: STREET 1: 33 S SIXTH ST STREET 2: P O BOX 2942 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-0942 BUSINESS PHONE: 6123403300 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 11-K 1 11-K VISA PERIOD ENDING 12/31/93 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 [FEE REQUIRED] For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-6699 Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation 33 South Sixth Street Minneapolis, Minnesota 55402 (Full title and address of plan) International Multifoods Corporation 33 South Sixth Street Minneapolis, Minnesota 55402 (Name of issuer and address of principal executive offices of issuer) 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 as of December 31, 1993 and 1992 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 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 Plan as of December 31, 1993 and 1992 and the changes in its net assets for the years then ended in conformity with generally accepted accounting principles. Our audits were performed 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 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 Plan Benefits and the Statements of Changes in Net Assets Available for Plan 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 supplied 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 May 27, 1994 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statement of Net Assets Available for Plan Benefits December 31, 1993
Company Fixed Growth Equity Common Income Equity Index Balanced Stock Fund Fund Fund Fund Fund Total Investments Common stock of International Multifoods Corp. $11,453,173 $ - $ - $ - $ - $11,453,173 Common trust funds: Norwest Bank Minnesota, N.A.: Short-term Investment Fund 9,293 - - - - 9,293 Stable Return Fund - 3,002,118 - - - 3,002,118 Common stock funds: Fidelity Magellan Fund - - 6,533,523 - - 6,533,523 Fidelity U.S. Equity Index Fund - - - 2,012,035 - 2,012,035 Fidelity Balanced Fund - - - - 2,512,234 2,512,234 Group annuity contracts: Hartford Life Insurance Co. - 1,062,158 - - - 1,062,158 John Hancock - 2,013,020 - - - 2,013,020 Minnesota Mutual Life Insurance Co. - 1,197,077 - - - 1,197,077 Total investments 11,462,466 7,274,373 6,533,523 2,012,035 2,512,234 9,794,631 Accrued investment income 119,147 15,608 - - - 134,755 Member contributions receivable 27,631 36,364 57,025 23,856 27,571 172,447 Employer contributions receivable 73,391 - - - - 73,391 Total assets 11,682,635 7,326,345 6,590,548 2,035,891 2,539,805 30,175,224 Unapplied retained Employer contributions (46,030) - - - - (46,030) Net assets available for plan benefits $11,636,605 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $30,129,194
See accompanying notes to financial statements. EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statement of Net Assets Available for Plan Benefits December 31, 1992
Company Fixed Growth Equity Common Income Equity Index Balanced Stock Fund Fund Fund Fund Fund Total Investments Common stock of International Multifoods Corp. $15,803,341 $ - $ - $ - $ - $15,803,341 Common trust funds: Norwest Bank Minnesota, N.A.: Short-term Investment Fund 9,667 - - - - 9,667 Stable Return Fund - 1,228,373 - - - 1,228,373 Common stock funds: Fidelity Magellan Fund - - 4,132,563 - - 4,132,563 Fidelity U.S. Equity Index Fund - - - 1,490,303 - 1,490,303 Fidelity Balanced Fund - - - - 1,513,579 1,513,579 Group annuity contracts: Hartford Life Insurance Co. - 1,062,158 - - - 1,062,158 John Hancock - 1,838,038 - - - 1,838,038 Lincoln Nat'l Life Insurance Co. - 1,290,542 - - - 1,290,542 Minnesota Mutual Life Insurance Co. - 1,197,077 - - - 1,197,077 Total investments 15,813,008 6,616,188 4,132,563 1,490,303 1,513,579 29,565,641 Accrued investment income 115,278 14,252 - - - 129,530 Member contributions receivable 41,860 46,116 58,078 27,489 26,579 200,122 Employer contributions receivable 85,109 - - - - 85,109 Total assets 16,055,255 6,676,556 4,190,641 1,517,792 1,540,158 29,980,402 Unapplied retained Employer contributions (54,690) - - - - (54,690) Net assets available for plan benefits $16,000,565 $6,676,556 $4,190,641 $1,517,792 $1,540,158 $29,925,712
See accompanying notes to financial statements. EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1993
Company Fixed Growth Equity Common Income Equity Index Balanced Stock Fund Fund Fund Fund Fund Total Investment income: Dividends $ 469,744 $ - $ 265,199 $ 57,666 $ 92,429 $ 885,038 Interest 2,414 408,242 - 17 - 410,673 Income from common trust funds - 23 - - - 23 Net appreciation (depreciation) in fair value of investments (5,060,944) 190,850 895,475 111,469 236,082 (3,627,068) Total investment income (loss) (4,588,786) 599,115 1,160,674 169,152 328,511 (2,331,334) Contributions: Members 809,570 942,522 1,321,772 594,677 602,404 4,270,945 Cash contributions by employer 1,788,295 - - - - 1,788,295 Total contributions 2,597,865 942,522 1,321,772 594,677 602,404 6,059,240 Distributions (1,383,287) (981,293) (655,771) (355,069) (157,664) (3,533,084) Fund transfers (998,412) 89,445 573,232 109,339 226,396 - Transfers from unapplied account, net 8,660 - - - - 8,660 Net increase (decrease) in net assets available for plan benefits (4,363,960) 649,789 2,399,907 518,099 999,647 203,482 Net assets available for plan benefits: Beginning of year 16,000,565 6,676,556 4,190,641 1,517,792 1,540,158 29,925,712 End of year $11,636,605 $7,326,345 $6,590,548 $2,035,891 $2,539,805 $30,129,194
See accompanying notes to financial statements. EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1992
Diversi- Company Fixed fied Money Growth Common Income Equity Market Equity Stock Fund Fund Fund Fund Fund Investment income: Dividends $ 501,546 $ - $ - $ - $ 331,084 Interest 2,344 559,939 - - - Income from common trust funds - 22,015 - 409 - Pro rata share of net investment loss from International Multifoods Corporation Master Trust - - (242,618) - - Net appreciation (depreciation) in fair value of investments (3,469,442) 68,758 - - (94,250) Total investment income (loss) (2,965,552) 650,712 (242,618) 409 236,834 Contributions: Members 914,890 1,044,026 374,110 - 656,744 Cash contributions by employer 1,447,502 - - - - Total contributions 2,362,392 1,044,026 374,110 - 656,744 Distributions (7,415,644) (2,498,577) 1,701,580) (1,922) (65,380) Fund transfers (655,531) (1,311,193) (3,984,646) (13,307) 3,362,443 Transfers from unapplied account, net 13,165 - - - - Net increase (decrease) in net assets available for plan benefits (8,661,170) (2,115,032) (5,554,734) (14,820) 4,190,641 Net assets available for plan benefits: Beginning of year 24,661,735 8,791,588 5,554,734 14,820 - End of year $16,000,565 $6,676,556 $ - $ - $4,190,641
Equity Index Balanced Fund Fund Total Investment income: Dividends $ 19,361 $ 81,945 $ 933,936 Interest 9 - 562,292 Income from common trust funds - - 22,424 Pro rata share of net investment loss from International Multifoods Corporation Master Trust - - (242,618) Net appreciation (depreciation) in fair value of investments 81,790 (32,518) (3,445,662) Total investment income (loss) 101,160 49,427 (2,169,628) Contributions: Members 291,008 280,278 3,561,056 Cash contributions by employer - - 1,447,502 Total contributions 291,008 280,278 5,008,558 Distributions (133,448) (132,709) (11,949,260) Fund transfers 1,259,072 1,343,162 - Transfers from unapplied account, net - - 13,165 Net increase (decrease) in net assets available for plan benefits 1,517,792 1,540,158 (9,097,165) Net assets available for plan benefits: Beginning of year - - 39,022,877 End of year $1,517,792 $1,540,158 $29,925,712
See accompanying notes to financial statements. EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Notes to Financial Statements December 31, 1993 and 1992 1) Description of Plan The following brief description of the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation (the "Plan") is provided for general information purposes only. For more complete information about the Plan's eligibility, vesting, withdrawal and benefit provisions, employees should refer to their copy of the Summary Plan Description. The 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. The Plan was amended effective July 1, 1992 to include all employees of International Multifoods Corporation (the "Company") and participating subsidiaries, except those covered by a collective bargaining agreement, unless the agreement specifically provides for membership in the Plan. In addition, the Plan name was changed from the "Salaried Employees' Voluntary Investment and Savings Plan"" to "Employees' Voluntary Investment and Savings Plan". The 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 Plan Administrator, to purchase common stock of the Company with the proceeds of one or more loans. Any loan transactions entered into must provide that the lender shall be without recourse against the assets of the Plan, except for common stock held in a loan suspense account, and therefore not allocated to participating Members. Administrative expenses of the Plan are paid by the Company and its participating subsidiary corporations (the "Employer" ). 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 regular pay. The Employer's contribution is 50% of the Member's contribution with a limit of 3.5% of the Member's regular pay. Members' deposits are fully vested. Employer contributions become 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. 2) Accounting Policies The Plan's accounting policies conform to generally accepted accounting principles applied on a consistent basis. 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 common stock funds is determined by the trustee or custodian of those funds on the basis of the fair values of the underlying net assets. Group annuity contracts are valued at cost, which approximates fair value. Net appreciation (depreciation) in fair value of investments represents increases or decreases in value resulting from realized and unrealized gains and losses. 3) Investment Funds Members may direct their deposits to be invested in any one of the following investment funds: Company Common Stock Fund, Fixed Income Fund, Growth Equity Fund, Balanced Fund, and Equity Index Fund. Contributions can be allocated to funds in increments of 10%. Contributions and investment balances can be reallocated on a quarterly basis. The type of investments each fund may make is described in the Plan. Each of the funds may temporarily hold cash or make short-term investments. The Fixed Income Fund, the Growth Equity Fund, the Balanced Fund, and the Equity Index Fund may not invest in securities of the Company. The following schedule summarizes the type of investments which may be made by each of the funds: Fund Description Company Common Stock Common stock of the Company Fixed Income Fixed income securities including contracts with insurance companies and banks Growth Equity Equity securities Balanced Fixed income securities and equity securities Equity Index Equity securities of companies in the Standard and Poor's 500 4) Unapplied Retained Employer Contributions Unapplied retained Employer contributions represent amounts of nonvested past Employer contributions attributable to terminated participating employees, but which do not represent forfeitures until such employees incur a defined break in service. These accounts are available to reduce future Employer contributions upon becoming defined forfeitures, or to be credited to such employees' accounts as a result of rehire if there is not a defined break in service. Forfeitures of nonvested Employer contributions for the years ended December 31, 1993 and 1992 were approximately $28,800 and $16,900, respectively. 5) Plan Termination Although it has not expressed any intention to do so, the Company has the right to 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 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. 6) Distributions The 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 Plan may elect to withdraw a portion of their !ccount 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 Plan Administrator. Distributions from the Company Common Stock Fund of the Plan are made in full shares of common stock of the Company and cash for any fractional share equivalents, except that Members whose account balances are less than or equal to $3,500 or 100 shares 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. For the year ended December 31, 1992, distributions include $6,208,196 transferred directly to AGP, L.P. on behalf of the former employees of the North American agribusinesses, which were divested in 1991. 7) Income Taxes The Company received a tax determination letter dated July 10, 1989, from the Internal Revenue Service stating that the 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 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. 8) Reconciliation to Form 5500 At December 31, 1993 and 1992, net assets available for plan benefits in the accompanying financial statements differ from Form 5500, as filed with the Internal Revenue Service as follows: 1993 1992 Net assets available for plan benefits per Form 5500 $29,322,516 $29,344,638 Adjustment for benefits payable 806,678 581,074 Net assets available for plan benefits per accompanying financial statements $30,129,194 $29,925,712 9) Investments The following investments represent 5% or more of the net assets available for plan benefits at December 31, 1993: Face Amount or No. of Shares Fair Value International Multifoods Corporation common stock 594,970 $11,453,173 Fidelity Magellan Fund 92,216 6,533,523 Norwest Stable Return Fund 153,679 3,002,118 Fidelity Balanced Fund 187,620 2,512,234 John Hancock group annuity contract 2,013,020 2,013,020 Fidelity U.S. Equity Index Fund 116,505 2,012,035 The following investments represent 5% or more of the net assets available for plan benefits at December 31, 1992: Face Amount or No. of Shares Fair Value International Multifoods Corporation common stock 577,291 $15,803,341 Fidelity Magellan Fund 65,586 4,132,563 John Hancock group annuity contract 1,838,038 1,838,038 Fidelity Balanced Fund 123,155 1,513,579 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 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 Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1993
Description of investment, including maturity date, Identity of issue, borrower, rate of interest, collateral, lessor or similar party par, or maturity value Cost Current Value - - - ------------------------------------ ------------------------------ ----------- ------------- Common stock: *International Multifoods Corporation 594,970 shares common stock, $11,420,678 $11,453,173 par value $.10 per share Total common stock 11,420,678 11,453,173 Common trust funds: Norwest Bank Minnesota, N.A.: *Short-term Investment Fund 9,293 shares 9,293 9,293 *Stable Return Fund 153,679 shares 2,809,526 3,002,118 Total common trust funds 2,818,819 3,011,411 Common stock funds: Fidelity Magellan Fund 92,216 shares 6,101,714 6,533,523 Fidelity U.S. Equity Index Fund 116,505 shares 1,858,037 2,012,035 Fidelity Balanced Fund 187,620 shares 2,424,710 2,512,234 Total common stock funds 10,384,461 11,057,792 Group annuity contracts: Hartford Life Insurance Co. Annuity Contract 9.44% due 4-30-95 1,062,158 1,062,158 John Hancock Annuity Contract 9.50% due 4-28-95 2,013,020 2,013,020 Minnesota Mutual Life Insurance Co. Annuity Contract 9.90% due 2-07-94 1,197,077 1,197,077 Total group annuity contracts 4,272,255 4,272,255 Total investments $28,896,213 $29,794,631
*Represents party-in-interest. See accompanying independent auditors' report. Schedule 2 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1993
Series of transactions (involving one security) which exceed 5% of plan assets. Identity of Purchase Selling Cost of Net gain party involved Description of asset Price Price Asset or (loss) - - - ------------------------------- --------------------- ---------- ---------- ---------- --------- *Norwest Bank Minnesota, N.A. Short-term Investment Fund $2,625,735 $2,626,109 $2,626,109 $ - *Norwest Bank Minnesota, N.A. Stable Return Fund 2,602,246 1,019,351 973,421 45,930 *International Multifoods Corporation Common stock 2,545,815 583,044 442,105 140,939 Fidelity Magellan Fund Mutual Fund 2,157,967 434,151 395,412 38,739 Fidelity Balanced Fund Mutual Fund 1,024,807 195,061 185,289 9,772
*Respresents party-in-interest Note: Certain columns not required for this schedule have been omitted 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 22, 1994 By /s/ Joyce G. Traver Joyce G. Traver Director - Benefits INDEPENDENT AUDITORS' CONSENT The Board of Directors International Multifoods Corporation: We consent to incorporation by reference in the Registration Statement (No. 33-48073) on Form S-8 with respect to the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation (the Plan) of our report dated May 27, 1994, relating to the statements of net assets available for plan benefits of the Plan as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended, which report appears in the December 31, 1993 Annual Report on Form 11-K of International Multifoods Corporation. /s/ KPMG Peat Marwick KPMG Peat Marwick Minneapolis, Minnesota June 20, 1994 -----END PRIVACY-ENHANCED MESSAGE-----