-----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, SoSo1YUEDoNg6ju1OhdGeMBphBxKoSMClldCjP0x2aE3rJoqdfg/RhMyhbwatSg5 GWR1NFam4x4HImfuhiUF0g== 0000051410-94-000014.txt : 19940519 0000051410-94-000014.hdr.sgml : 19940519 ACCESSION NUMBER: 0000051410-94-000014 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19940228 FILED AS OF DATE: 19940516 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06699 FILM NUMBER: 94528733 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 10-K 1 2/28/94 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended February 28, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission File Number 1-6699 INTERNATIONAL MULTIFOODS CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 41-0871880 (I.R.S. Employer Identification No.) 33 South Sixth Street, Minneapolis, Minnesota 55402 (Address of principal executive offices) (Zip Code) (612) 340-3300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock (par value $.10 per share) New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of Common Stock, par value $.10 per share, held by nonaffiliates of the registrant (see Item 12 hereof) as of May 2, 1994 (based on the closing sale price of $15.875 per share as reported in the consolidated transaction reporting system on such date) was $286,175,212. The number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of May 2, 1994 was 18,224,968. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Stockholders for the fiscal year ended February 28, 1994 are incorporated by reference into Parts I and II. Portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held June 17, 1994 are incorporated by reference into Part III. In this report, the term "Company" is used to refer to International Multifoods Corporation and, unless indicated otherwise or the context suggests otherwise, its subsidiaries. PART I Item 1. Business. General The Company, incorporated as a Delaware corporation in 1969, is a diversified food-processing and specialty foodservice distribution company with major operations in the following three business segments: U.S. Foodservice, Canadian Foods and Venezuelan Foods. Financial information for the last three fiscal years relating to each of the Company's business segments, which is included in Note 18 to the Company's Consolidated Financial Statements on page 35 of the Company's Annual Report to Stockholders for the fiscal year ended February 28, 1994 ("1994 Annual Report to Stockholders"), is incorporated herein by reference. U.S. Foodservice U.S. Foodservice consists of Specialty Foodservice Distribution and Prepared Foods operations. Specialty Foodservice Distribution is a nationwide sales, marketing and distribution service for the vending and the pizza and Mexican restaurant industries. Vending services include the purchase and distribution of more than 2,000 different food products including candy, snacks, juices, hot beverages and other food items. Certain products, such as premium ground and whole-bean coffee, hot cocoa, creamer and sugar are sold under the Company's Vendor's Select brand. Customers include vending machine operators, office coffee service operators and other concessionaires. Full-service inventory and shipping services are provided from the Company's 20 distribution centers in the United States. Pizza and Mexican restaurant services include the purchase and distribution of fresh blended cheeses, toppings, pizza ingredients and related foodservice items. Certain pizza ingredients are sold under the Company's Ultimo brand. Customers include pizza and Mexican restaurants, supermarket delicatessens and schools. The Specialty Foodservice Distribution products and services are marketed primarily through the operations' own sales organizations. Prepared Foods is a nationwide processor and marketer of the following prepared foods product lines for the U.S. foodservice markets: frozen specialty foods, meat products, seafood products and bakery products, including dry mixes, frozen bakery products and frozen desserts. Frozen specialty foods consist of appetizers, Mexican entrees and Italian entrees. Appetizers, marketed nationwide under the Fred's Frozen Foods brand, include frozen finger foods such as breaded vegetables, breaded cheese, egg rolls, mini burritos, mini tacos and onion rings. Mexican entrees, marketed primarily in the Western and Southwestern United States under the Posada and Butcher Boy brands, include burritos, tortillas, tacos, tamales and enchiladas. Italian entrees, marketed predominantly on the East Coast under the Rotanelli's brand, include lasagna, ravioli, stuffed shells and tortellini. The Company has signed a definitive agreement to sell its frozen specialty foods business. The transaction is expected to be completed in the first half of fiscal 1995. Meat products, marketed nationwide under the Reuben/Prepared Foods brand, include roast beef, ham, turkey, cooked beef and corned beef. The Company sold its meats business on May 2, 1994. Seafood products, marketed nationwide primarily under the SeaFest and Captain JAC brands, include surimi products made primarily from pollock. Bakery mix products, marketed nationwide under the Multifoods and JAMCO brands, include donut and muffin mixes, bread, roll and bagel mixes, cake and danish mixes, cookie mixes, pizza crust mixes and fillings and icings. Frozen bakery products are also marketed under the JAMCO brand. The Company also manufactures and markets frozen gourmet desserts under the Gourmet Baker, Fantasia and JAMCO brands. The Prepared Foods products are marketed to the foodservice industry primarily through independent distributors and brokers. The Company also markets and exports a variety of products under the Multifoods brand name. Canadian Foods Canadian Foods consists of consumer and bakery products operations. Consumer products include consumer flour under the Robin Hood, Brodie and Velvet brands, baking mixes under the Robin Hood brand, oat cereals under the Robin Hood and Old Mill brands, and pickles, relishes and other condiments under the Bick's, McLaren's, Rose, Habitant and Gattuso labels. Consumer products are marketed throughout Canada primarily through the operation's own sales organization, supported by advertising and other promotional activities. Bakery products include bakery mixes, wheat flour, durum products and oat products under the Robin Hood brand, and frozen bakery products under the Gourmet Baker and Fantasia brands. The bakery products are marketed throughout Canada to retail, restaurant and wholesale bakeries and pasta manufacturers through the operation's own sales organization and independent distributors and brokers. Venezuelan Foods Venezuelan Foods consists of consumer products, bakery products and agricultural operations. Consumer products include wheat flour, corn flour, whole grain rice, rice flour and oat cereals, which are sold principally under the Robin Hood, Juana, Monica, Payara and Lassie brands. Bakery products include wheat flour, which is sold under the Polar, Gran Aguante, Goldrim and Elefante brands, and prepared bakery mixes, which are sold under the Robin Hood brand. Bakery products are marketed primarily to food processors and commercial and retail bakeries. The Company's agricultural operation processes and markets animal feeds, principally under the Super-S brand, to animal producers and farm distributors. Venezuelan Foods products are marketed through a combination of the operation's own sales organization and independent distributors and brokers. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. In Venezuela, among these risks are inflation and currency volatility, which are currently affecting results. See "Management's Discussion and Analysis of Results of Operations and Financial Condition," which is included on pages 18-21 of the 1994 Annual Report to Stockholders and is incorporated by reference in Part II, Item 7 hereof. Also among the risks are changes in existing tax laws, possible limitations on foreign investment and dividend repatriation, government price or foreign exchange controls and restrictions on exchangeability of currency. At the present time, existing limitations, controls and restrictions do not significantly affect the Company. Other Information Relating to the Business of the Company Competition. All of the segments in which the Company operates are highly competitive, with numerous competitors of varying sizes. The Company's products compete on the basis of variety, quality, uniqueness, product convenience, timely delivery and service as well as price. Raw Materials. Raw materials are generally available from several sources, and the Company believes it will continue to be able to obtain adequate supplies. Wheat is an important raw material used in each of the Company's three business segments. In 1993, prolonged flooding in the Upper Midwestern United States severely impacted the availability of quality wheat, driving up wheat prices. Wheat is not grown in Venezuela and adequate quantities of sorghum are not grown in Venezuela. However, adequate Venezuelan wheat and sorghum requirements generally are available and procured from sources in the United States and Canada. Generally, adequate quantities of corn, which is grown in Venezuela, are available locally. In the event of a local shortage of corn, the Company has, from time to time, purchased corn from the world market. Environmental Regulation. The Company's facilities in the United States are subject to federal, state and local environmental laws and regulations. Compliance with these provisions has not had, and the Company does not expect such compliance to have, any material adverse effect upon the Company's capital expenditures, net earnings or competitive position. The Company has received notices from the U.S. Environmental Protection Agency that the Company has been identified as a potentially responsible party ("PRP") under the Comprehensive Environmental Response, Compensation and Liability Act and may be required to share in the cost of cleanup of three environmentally contaminated sites. The Company recognizes that its potential exposure with respect to each of these sites may be joint and several. However, based upon several factors such as the volume of material contributed to the sites, the number and financial viability of other PRP's, allocations of volumetric waste contributions to other PRP's, remediation cost estimates and the present status of the proceedings involving such sites, the Company has concluded that its probable aggregate exposure in regard to such sites is not material. Employees. As of February 28, 1994, the Company and its subsidiaries had 8,390 employees. Item 2. Properties. The Company's principal executive offices are located in Minneapolis, Minnesota in leased office space. The Company operates numerous processing and distribution facilities throughout the United States, Canada and Venezuela. Management believes that the Company's facilities are suitable and adequate for the business activities conducted therein. U.S. Foodservice In the United States, the Company owns four and leases 24 warehouses and distribution centers aggregating approximately 2.1 million square feet. These facilities are located in Commerce, Corona, Fremont, Ontario and Rialto, California; Denver, Colorado; East Windsor, Connecticut; Orlando, Florida; Atlanta, Georgia; Danville and Woodridge, Illinois; Kansas City, Kansas; Louisville, Kentucky; Billerica, Massachusetts; Belleville, Michigan; Minneapolis and Rice, Minnesota; Greensboro, North Carolina; Paulsboro and Parsippany, New Jersey; Twinsburg, Ohio; Memphis, Tennessee; Dallas, Grand Prairie and Houston, Texas; Seattle, Washington; and Pewaukee, Wisconsin. The Company operates 15 cash and carry distribution locations, 11 of which are separate from the Company's other distribution centers. All except two of the cash and carry distribution locations are leased. The Company owns 13 and leases four processing facilities. These processing facilities have a combined annual production capacity of approximately 1.1 billion pounds and are located in La Mirada, Los Angeles, Riverside and San Francisco, California; Melrose Park, Illinois; Nobelsville, Indiana; Bonner Springs, Kansas; Malden, Massachusetts; Motley, Minnesota; Carthage, Piedmont and Sedalia, Missouri; Albuquerque and Santa Teresa, New Mexico; Lockport and New Rochelle, New York; and Elyria, Ohio. The processing facility located in Santa Teresa, New Mexico was transferred in connection with the sale of the Company's meats business on May 2, 1994. The distribution facility located in Rialto, California and the processing facilities located in Riverside, California; Nobelsville, Indiana; Carthage and Piedmont, Missouri; Albuquerque, New Mexico; and New Rochelle, New York will be sold or transferred in connection with the sale of the Company's frozen specialty foods business. Canadian Foods In Canada, the Company's administrative offices are located in Markham, Ontario in leased office space. The Company owns nine and leases three processing facilities. These processing facilities have a combined annual production capacity of approximately 1.6 billion pounds and are located in Burnaby and Vancouver, British Columbia; Winnipeg, Manitoba; Burlington, Dunville, Port Colborne, Scarborough, Simcoe and Toronto, Ontario; Montreal, Quebec; and Saskatoon, Saskatchewan. The Company also maintains five distribution and sales offices in Canada. Venezuelan Foods In Venezuela, the Company's administrative offices are Company-owned and located in Caracas. The Company owns 14 processing facilities and leases one processing facility. These processing facilities have a combined annual production capacity of approximately 2.9 billion pounds and are located in Barcelona, Anzoategui; Puerto Cabello and Valencia, Carabobo; Calabozo, Guarico; Acarigua and Araure, Portuguesa; Cumana, Sucre; and Maracaibo, Zulia. The Company owns five and leases nine warehouse and storage facilities aggregating approximately 100,000 square feet. Additionally, the Company owns seven grain storage facilities, owns one and leases 16 agricultural distribution centers and operates two Company-owned hatcheries and one leased hatchery. Item 3. Legal Proceedings. Neither the Company nor any of its subsidiaries is a party to any legal proceeding that is material to the business or financial condition of the Company. See the information under the heading "Other Information Relating to the Business of the Company - Environmental Regulation" in Item 1 above for a description of environmental matters in which the Company is involved. Item 4. Submission of Matters to a Vote of Security Holders. No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year ended February 28, 1994. EXECUTIVE OFFICERS OF THE COMPANY. The information contained in Item 10 in Part III hereof under the heading "Executive Officers of the Company" is incorporated by reference in Part I of this report. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. The Company's Common Stock is listed on the New York Stock Exchange. The high and low sales prices for the Company's Common Stock as reported in the consolidated transaction reporting system and the amount of the cash dividends paid on the Company's Common Stock for each quarterly period within the two most recent fiscal years, shown in Note 19 to the Company's Consolidated Financial Statements on page 36 of the Company's 1994 Annual Report to Stockholders, are incorporated herein by reference. As of May 2, 1994, there were 4,942 holders of record of the Common Stock of the Company. Item 6. Selected Financial Data. The information for fiscal years 1990 through 1994 in the "Six-Year Comparative Summary" on page 37 of the Company's 1994 Annual Report to Stockholders under the headings "Consolidated Summary of Operations," "Year-End Financial Position" and "Dividends Paid" is incorporated herein by reference. The information contained in Note 4 ("Unusual Items"), Note 17 ("Post-retirement Health and Life Insurance Benefits") and Note 20("Subsequent Events") to the Company's Consolidated Financial Statements on pages 27, 34 and 36, respectively, of the Company's 1994 Annual Report to Stockholders is also incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The information under the heading "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 18 through 21 of the Company's 1994 Annual Report to Stockholders is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The Independent Auditors' Report, the Company's Consolidated Financial Statements as of February 28, 1994 and February 28, 1993, and for each of the fiscal years in the three-year period ended February 28, 1994, and the Notes to the Company's Consolidated Financial Statements on pages 22 through 36 of the Company's 1994 Annual Report to Stockholders are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. The section under the heading "Election of Directors" on pages 3 through 5 and the section entitled "Compliance with Section 16(a) of the Exchange Act" on page 19 of the Company's Proxy Statement dated May 16, 1994 ("1994 Proxy Statement") are incorporated herein by reference. Executive Officers of the Company The following sets forth the name, age and business experience for at least the past five years of each of the executive officers of the Company as of May 1, 1994. Unless otherwise noted, the positions described are positions with the Company or its subsidiaries. Name Age Positions Held Period Anthony Luiso 50 Chairman of the Board, President and Chief Executive Officer 1989 to present President, Chief Operating Officer and a Director 1988 to 1989 Frank W. Bonvino 52 Vice President, General Counsel and Secretary 1992 to present Vice President and Associate General Counsel 1991 to 1992 Associate General Counsel 1986 to 1991 Duncan H. Cocroft 50 Vice President-Finance and Chief Financial Officer 1990 to present Vice President, SmithKline Beecham 1989 to 1990 Vice President and Treasurer, SmithKline Beckman 1987 to 1989 Jay I. Johnson 56 Group Vice President 1988 to present Robert F. Maddocks 63 Vice President-Human Resources 1990 to present Consultant 1988 to 1990 Senior Vice President-Human Resources, Beatrice U.S. Food 1985 to 1988 A. Harry Vis 62 Group Vice President 1993 to present President-Robin Hood Multifoods Inc. 1989 to present The executive officers of the Company are elected annually by the Board of Directors. Item 11. Executive Compensation. The section under the heading "Election of Directors" entitled "Compensation of Directors" on page 7 and the section entitled "Executive Compensation" on pages 11 through 17 of the Company's 1994 Proxy Statement are incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. The section entitled "Security Ownership of Certain Beneficial Owners and Management" on pages 2 and 3 of the Company's 1994 Proxy Statement is incorporated herein by reference. For purposes of computing the market value of the Company's Common Stock held by nonaffiliates of the Company on the cover page of this report, all executive officers and directors of the Company are considered to be affiliates of the Company. This does not represent an admission by the Company or any such person as to the affiliate status of such person. All shares of the Company's Cumulative Redeemable Sinking Fund First Preferred Capital Stock, Series A, C, D and E, par value $100 per share, have been excluded from such computation of market value because such shares are not actively traded. Item 13. Certain Relationships and Related Transactions. Not applicable. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) Documents Filed as a Part of this Report 1. Financial Statements The following consolidated financial statements of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon, included in the Company's 1994 Annual Report to Stockholders, are incorporated by reference in Part II, Item 8 hereof: Independent Auditors' Report Consolidated Balance Sheets - February 28, 1994 and February 28, 1993 Consolidated Statements of Operations - Years ended February 28, 1994, February 28, 1993 and February 29, 1992 Consolidated Statements of Cash Flows - Years ended February 28, 1994, February 28, 1993 and February 29, 1992 Notes to Consolidated Financial Statements 2. Financial Statement Schedules The consolidated financial statement schedules of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon required to be filed as part of this report are listed below and are included at the end of this report. Independent Auditors' Report Schedule V - Property, Plant and Equipment Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment Schedule VIII - Valuation and Qualifying Accounts Schedule IX - Short-term Borrowings Schedule X - Supplementary Earnings Statement Information All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. 3. Exhibits 3.1 Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 3.2 Bylaws of International Multifoods Corporation, as amended to date. 4.1 Indenture, dated as of January 1, 1990, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.2 First Supplemental Indenture, dated as of May 29, 1992, supplementing the Indenture, dated as of January 1, 1990, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.3 Officers' Certificate, with exhibits thereto, establishing the terms of the series of securities issuable under the Indenture, dated as of January 1, 1990, as supplemented by the First Supplemental Indenture, dated as of May 29, 1992, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.4 Letter of Representations, dated May 29, 1992, among International Multifoods Corporation, Morgan Guaranty Trust Company of New York and The Depository Trust Company (incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). The Company hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated subsidiaries. 10.1 Rights Agreement, dated as of October 4, 1990, as amended as of March 1, 1993, between International Multifoods Corporation and Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated March 1, 1993 to the Company's Registration Statement on Form 8-A dated October 11, 1990). 10.2 Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1993).* 10.3 1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-8 (Registration No. 33-6223)).* 10.4 1983 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-8 (Registration No. 2-84236)).* 10.5 Award Agreement, dated as of August 18, 1989, as amended as of November 16, 1990, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1990 and Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as amended as of November 16, 1990, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1990 and Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.7 Stock Option Award Agreements, dated as of November 16, 1990, between International Multifoods Corporation and each of Duncan H. Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.8 Restricted Stock Award Agreement, dated as of December 11, 1992, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.9 Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.10 Management Benefit Plan of International Multifoods Corporation, Restated Effective September 17, 1993 (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.11 Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Bank of America NT and SA relating to the Management Benefit Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.12 Executive Employees' Pension Plan of Robin Hood Multifoods Inc., as amended to date.* 10.13 Pension Trust Agreement, dated as of June 30, 1992, between Robin Hood Multifoods Inc. and The Canada Trust Company relating to the Executive Employees' Pension Plan of Robin Hood Multifoods Inc.* 10.14 Agreement, dated October 28, 1991, between International Multifoods Corporation and A. Harry Vis regarding supplemental pension benefits.* 10.15 Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.16 Deferred Income Capital Accumulation Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.17 Revised and Restated Employment Agreement, dated as of September 17, 1993, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.18 Trust Agreement, dated February 25, 1991, between International Multifoods Corporation and Bank of America NT and SA relating to the Supplemental Retirement Benefit for Anthony Luiso (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.19 Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of the Company's executive officers, other than Anthony Luiso (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.20 Form of Indemnity Agreement between International Multifoods Corporation and each of the Company's executive officers (incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.21 Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.22 Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.23 Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.24 Asset Purchase Agreement dated November 15, 1991 between AGP, L.P. (as the purchaser) and International Multifoods Corporation, Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The Pickaway Grain Company (as the sellers) (incorporated herein by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K dated December 2, 1991). 10.25 Share Purchase Agreement dated November 15, 1991 between AGP, Inc. (as the purchaser) and Damca International Corporation and Robin Hood Multifoods, Inc. (as the sellers) (incorporated herein by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K dated December 2, 1991). 11 Computation of Earnings Per Share. 12 Computation of Ratio of Earnings to Fixed Charges. 13 1994 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission). 21 List of significant subsidiaries of the Company. 23 Consent of KPMG Peat Marwick. *Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 14(c) of this report. (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended February 28, 1994. (c) See Exhibit Index and Exhibits attached to this report. (d) See Financial Statement Schedules included at the end of this report. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNATIONAL MULTIFOODS CORPORATION Dated: May 13, 1994 By /s/ Anthony Luiso Anthony Luiso Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Anthony Luiso Chairman of the Board, President May 13, 1994 Anthony Luiso and Chief Executive Officer (Principal Executive Officer) and Director /s/ Duncan H. Cocroft Vice President - Finance May 13, 1994 Duncan H. Cocroft and Chief Financial Officer (Principal Financial Officer) /s/ Edgardo E. Rodriguez Vice President and May 13, 1994 Edgardo E. Rodriguez Controller (Principal Accounting Officer) /s/ William A. Andres Director May 13, 1994 William A. Andres /s/ James G. Fifield Director May 13, 1994 James G. Fifield /s/ Robert M. Price Director May 13, 1994 Robert M. Price /s/ Nicholas L. Reding Director May 13, 1994 Nicholas L. Reding /s/ Jack D. Rehm Director May 13, 1994 Jack D. Rehm /s/ Lois D. Rice Director May 13, 1994 Lois D. Rice /s/ Peter S. Willmott Director May 13, 1994 Peter S. Willmott Independent Auditors' Report The Board of Directors and Shareholders International Multifoods Corporation: Under date of April 13, 1994, we reported on the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 1994 and 1993 and the related consolidated statements of operations and cash flows for each of the years in the three-year period ended February 28, 1994, as contained in the 1994 Annual Report to Stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended February 28, 1994. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedules listed in Item 14. These consolidated financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statement schedules based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ KPMG Peat Marwick KPMG Peat Marwick Minneapolis, Minnesota April 13, 1994 Schedule V
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Property, Plant and Equipment (a) (in thousands) Foreign Balance at exchange Balance beginning Additions and other at end Description of year at cost Acquisitions(b) Retirements changes(d) of year Year ended February 28, 1994 Land $ 10,814 $ 540 $ - $ (284) $ (337) $ 10,733 Buildings and improvements 106,641 11,799 156 (4,741) (6,114) 107,741 Machinery and equipment 216,384 20,714 1,489 (9,989) (14,760) 213,838 Transportation equipment 5,775 358 31 (1,344) (142) 4,678 Improvements in progress 22,314 18,493 - - (2,067) 38,740 $361,928 $51,904 $ 1,676 $(16,358) $(23,420)(e) $375,730 Year ended February 28, 1993 Land $ 9,391 $ 1,335 $ 347 $ - $ (259) $ 10,814 Buildings and improvements 93,995 12,863 2,867 (1,104) (1,980) 106,641 Machinery and equipment 194,347 28,539 6,378 (5,307) (7,573) 216,384 Transportation equipment 5,972 522 44 (324) (439) 5,775 Improvements in progress 19,644 2,424 1,917 - (1,671) 22,314 $323,349 $45,683 $11,553 $ (6,735) $(11,922) $361,928 Year ended February 29, 1992 Land $ 11,260 $ 1,278 $ 750 $ (3,593) $ (304) $ 9,391 Buildings and improvements 102,215 18,803 7,751 (27,805) (6,969) 93,995 Machinery and equipment 206,666 36,367 9,558 (49,097) (9,147) 194,347 Transportation equipment 15,964 585 185 (10,574) (188) 5,972 Improvements in progress 30,234 (5,854) - (3,079) (1,657) 19,644 $366,339 $51,179 $18,244 $(94,148)(c) $(18,265)(f) $323,349
Notes: (a) Generally, depreciable lives for owned property range from 20 to 50 years for buildings, 5 to 25 years for machinery and equipment and 3 to 30 years for transportation equipment. Leasehold improvements are depreciated over terms of leases or useful life of property, whichever is less. (b) Businesses acquired for cash and notes. (c) Includes approximately $78.2 million from the sale of North American agribusinesses. (d) Foreign exchange represents translation adjustments arising from changes in rates of exchange. (e) Includes $6.1 million write-down of Meats business assets to expected realizable value and other asset write-downs of $4.5 million primarily related to the closing of certain U.S. and Canadian facilities. (f) Includes other changes of $10.8 million which principally represent capital lease terminations. Schedule VI
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Accumulated Depreciation and Amortization of Property, Plant and Equipment (in thousands) Additions Foreign Balance at charged to exchange beginning costs and and other Balance at Description of year expenses Retirements changes(a) end of year Year ended February 28, 1994 Buildings and improvements $ 23,504 $ 4,695 $ (1,329) $ 27 $ 26,897 Machinery and equipment 88,801 19,684 (7,525) (1,571) 99,389 Transportation equipment 3,904 562 (850) (63) 3,553 $116,209 $24,941 $ (9,704) $(1,607) $129,839 Year ended February 28, 1993 Buildings and improvements $ 20,645 $ 4,459 $ (1,087) $ (513) $ 23,504 Machinery and equipment 77,959 18,546 (4,719) (2,985) 88,801 Transportation equipment 3,462 785 (259) (84) 3,904 $102,066 $23,790 $ (6,065) $(3,582) $116,209 Year ended Feburary 29, 1992 Buildings and improvements $ 31,624 $ 4,894 $(12,023) $(3,850) $ 20,645 Machinery and equipment 88,797 17,900 (24,203) (4,535) 77,959 Transportation equipment 6,688 1,914 (4,799) (341) 3,462 $127,109 $24,708 $(41,025)(b) $(8,726)(c) $102,066
Note: (a) Foreign exchange represents translation adjustments arising from changes in rates of exchange. (b) Includes approximately $31.3 million from the sale of North American agribusinesses. (c) Includes other changes of $6.4 million which principally represent capital lease terminations. Schedule VIII
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Valuation and Qualifying Accounts Three years ended February 28, 1994 (in thousands) Additions ---------------------- Balance at Net charges Balance beginning to costs and at end Description of year expenses Other Deductions of year Allowance deducted from assets for doubtful receivables: Year ended February 28, 1994 $5,611 $3,783 $ - $4,175(b) $5,219(c) Year ended February 28, 1993 $5,153 $2,953 $ 91(a) $2,586(b) $5,611(c) Year ended February 29, 1992 $5,388 $3,014 $505(a) $3,754(b) $5,153(c)
Notes: (a) Acquired in purchase of businesses. (b) Deductions include accounts charged off, net of recoveries, and foreign currency translation adjustments which arise from changes in current rates of exchange. Foreign currency translation adjustments were $116,000, $90,000, and $101,000 in 1994, 1993, and 1992, respectively. 1992 also includes $467,000 from the sale of businesses. (c) Classified in the balance sheets as follows: 1994 1993 1992 Trade accounts receivable $5,187 $5,433 $4,921 Miscellaneous receivables - current 32 178 232 $5,219 $5,611 $5,153 Schedule IX
INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Short-term Borrowings Three years ended February 28, 1994 (dollars in thousands) Weighted Weighted Maximum amount Average daily daily average Balance at average outstanding amount outstanding interest rate Description end of year interest rate(c) during the year during the year during the year(c) February 28, 1994 Commercial paper (a) $26,154(e) 3.67% $ 70,152(e) $40,604(e) 4.22% Notes payable (b) - U.S. $19,000 3.68% $ 59,000 $11,815 3.30% - Non-U.S. 13,497 45.65%(d) 15,031 8,865 26.85%(d) - Total $32,497(e) 21.11% $ 74,031(e) $20,680(e) 11.34% February 28, 1993 Commercial paper (a) $ 9,841(e) 6.69% $ 33,282(e) $24,342(e) 5.29% Notes payable (b) - U.S. $ - - $ 11,963 $ 8,984 3.60% - Non-U.S. 14,028 4.47%(d) 44,297 25,246 18.60%(d) - Total $14,028(e) 4.47% $ 56,260(e) $34,230(e) 14.69% February 29, 1992 Commercial paper (a) $ -(e) - $ 72,182(e) $31,606(e) 6.68% Notes payable (b) - U.S. $ - - $ 91,157 $25,978 5.94% - Non-U.S. 45,939 26.26%(d) 36,143 40,698 27.20%(d) - Total $45,939(e) 26.26% $127,300(e) $66,676(e) 18.68%
Notes: (a) Commercial paper matures generally no more than six months from date of issue with no provisions for the extension of its maturity. (b) Notes Payable include amounts under the Company's revolving credit agreements (see Note 9 of Notes to Consolidated Financial Statements of the 1994 Annual Report to Stockholders). Borrowings in Venezuela include amounts under uncommitted lines of credit. (c) Excludes bank fees for credit lines of other borrowing facilities. (d) Non-U.S. weighted average and weighted daily average interest rates are computed on a basis which includes the Venezuela interest costs that have been reclassified to cost of sales. (e) The Company classified certain short-term borrowings as long- term as a result of the Company's intent to refinance this debt on a long-term basis and the availability of such financing under the terms of the Company's revolving credit agreements. If the classifications had not been made, the maximum amount and average daily amount of total notes payable outstanding would have been $149,031,000 and $26,133,000, respectively, for the fiscal year ended February 28, 1994, $69,270,000 and $35,720,000, respectively, for the fiscal year ended February 28, 1993, and $177,770,000 and $69,254,000, respectively, for the fiscal year ended February 29, 1992. The maximum amount and the average daily amount of commercial paper outstanding would have been $131,590,000 and $98,172,000, respectively, for the fiscal year ended February 28, 1994,$115,539,000 and $86,041,000, respectively, for the fiscal year ended February 28, 1993, and $72,182,000 and $49,964,000, respectively, for the fiscal year ended February 29, 1992. Schedule X INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Supplementary Earnings Statement Information Three years ended February 28, 1994 (in thousands) Charged to Costs and Expenses 1994 1993 1992 Description Maintenance and repairs $20,790 $20,299 $27,800 Other items requiring disclosure are not shown as they individually are less than 1% of net sales. INDEX TO EXHIBITS TO ANNUAL REPORT ON FORM 10-K OF INTERNATIONAL MULTIFOODS CORPORATION FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994 3.1 Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 3.2 Bylaws of International Multifoods Corporation, as amended to date. 4.1 Indenture, dated as of January 1, 1990, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.2 First Supplemental Indenture, dated as of May 29, 1992, supplementing the Indenture, dated as of January 1, 1990, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.3 Officers' Certificate, with exhibits thereto, establishing the terms of the series of securities issuable under the Indenture, dated as of January 1, 1990, as supplemented by the First Supplemental Indenture, dated as of May 29, 1992, between International Multifoods Corporation and Morgan Guaranty Trust Company of New York (incorporated herein by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). 4.4 Letter of Representations, dated May 29, 1992, among International Multifoods Corporation, Morgan Guaranty Trust Company of New York and The Depository Trust Company (incorporated herein by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993). The Company hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated subsidiaries. 10.1 Rights Agreement, dated as of October 4, 1990, as amended as of March 1, 1993, between International Multifoods Corporation and Norwest Bank Minnesota, N.A., with exhibits thereto (incorporated herein by reference to Exhibit 1 to the Company's Registration Statement on Form 8- A dated October 11, 1990 and Exhibit 1 to Amendment No. 1 on Form 8 dated March 1, 1993 to the Company's Registration Statement on Form 8-A dated October 11, 1990). 10.2 Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1993).* 10.3 1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-8 (Registration No. 33- 6223)).* 10.4 1983 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to the Company's Registration Statement on Form S-8 (Registration No. 2- 84236)).* 10.5 Award Agreement, dated as of August 18, 1989, as amended as of November 16, 1990, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1990 and Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.6 Irrevocable Waiver Agreement, dated as of August 17, 1989, as amended as of November 16, 1990, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1990 and Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.7 Stock Option Award Agreements, dated as of November 16, 1990, between International Multifoods Corporation and each of Duncan H. Cocroft, Jay I. Johnson and Robert F. Maddocks (incorporated herein by reference to Exhibits 10(d), 10(e) and 10(f), respectively, to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1991).* 10.8 Restricted Stock Award Agreement, dated as of December 11, 1992, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.9 Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.10 Management Benefit Plan of International Multifoods Corporation, Restated Effective September 17, 1993 (incorporated herein by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.11 Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Bank of America NT and SA relating to the Management Benefit Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.12 Executive Employees' Pension Plan of Robin Hood Multifoods Inc., as amended to date.* 10.13 Pension Trust Agreement, dated as of June 30, 1992, between Robin Hood Multifoods Inc. and The Canada Trust Company relating to the Executive Employees' Pension Plan of Robin Hood Multifoods Inc.* 10.14 Agreement, dated October 28, 1991, between International Multifoods Corporation and A. Harry Vis regarding supplemental pension benefits.* 10.15 Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.16 Deferred Income Capital Accumulation Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.17 Revised and Restated Employment Agreement, dated as of September 17, 1993, between International Multifoods Corporation and Anthony Luiso (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.18 Trust Agreement, dated February 25, 1991, between International Multifoods Corporation and Bank of America NT and SA relating to the Supplemental Retirement Benefit for Anthony Luiso (incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.19 Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of the Company's executive officers, other than Anthony Luiso (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.20 Form of Indemnity Agreement between International Multifoods Corporation and each of the Company's executive officers (incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.21 Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.22 Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended November 30, 1993).* 10.23 Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1993).* 10.24 Asset Purchase Agreement dated November 15, 1991 between AGP, L.P. (as the purchaser) and International Multifoods Corporation, Multifoods Transportation, Inc., Lucan Feed Services, Inc. and The Pickaway Grain Company (as the sellers) (incorporated herein by reference to Exhibit 2(a) to the Company's Current Report on Form 8-K dated December 2, 1991). 10.25 Share Purchase Agreement dated November 15, 1991 between AGP, Inc. (as the purchaser) and Damca International Corporation and Robin Hood Multifoods, Inc. (as the sellers) (incorporated herein by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K dated December 2, 1991). 11 Computation of Earnings Per Share. 12 Computation of Ratio of Earnings to Fixed Charges. 13 1994 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission). 21 List of significant subsidiaries of the Company. 23 Consent of KPMG Peat Marwick. *Management contract or compensatory plan or arrangement required to be filed as an exhibit to Form 10-K pursuant to Item 14(c) of this report. GRAPHIC MATERIAL CROSS-REFERENCE PAGE Annual Report on Form 10-K Exhibit 13 (Selected portions of the Company's 1994 Annual Report to Stockholders) Five bar graphs, which have been omitted from the EDGAR version of Exhibit 13, are included under the heading "Management's Discussion and Analysis of Results of Operations and Financial Condition" on pages 18-21 of the Company's 1994 Annual Report to Stockholders. The text and numbers used in each of the bar graphs, identified below, are contained in a table in the EDGAR version of Exhibit 13 in the location where the respective bar graph appears in the printed version of the Company's 1994 Annual Report to Stockholders. Bar Graphs: Net Sales for each of the fiscal years in the three-year period ended February 28, 1994 - page 18 of the Company's 1994 Annual Report to Stockholders Segment Earnings for each of the fiscal years in the three-year period ended February 28, 1994 - page 18 of the Company's 1994 Annual Report to Stockholders Debt to Total Capitalization as of February 29, 1992, February 28, 1993 and February 28, 1994 - page 20 of the Company's 1994 Annual Report to Stockholders Cash Flow from Earnings, Depreciation and Amortization for each of the fiscal years in the three-year period ended February 28, 1994 - page 21 of the Company's 1994 Annual Report to Stockholders Capital Expenditures for each of the fiscal years in the three-year period ended February 28, 1994 - page 21 of the Company's 1994 Annual Report to Stockholders EX-3 2 2/28/94 FORM 10-K EXHIBIT 3 EXHIBIT 3.2 BYLAWS OF INTERNATIONAL MULTIFOODS CORPORATION (A Delaware Corporation) ARTICLE I Meetings of Stockholders Section 1. Annual Meeting. The annual meeting of the stockholders of International Multifoods Corporation (hereinafter called the "Corporation") for the election of directors and for the transaction of such other business as may come before the meeting shall be held on the third Friday in June in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at such time as shall be designated by the Board of Directors, the Chairman of the Board of Directors, or the President. If the annual meeting shall not be held on the day hereinabove provided for, the Board of Directors (hereinafter called the "Board") shall call a meeting for the election of directors as soon thereafter as convenient. Section 2. Special Meetings. Special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time by the Board or by the Chairman of the Board. Section 3. Notice of Meetings. Notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Unless the Board shall fix after the adjournment a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 4. Place of Meetings. Meetings of the stockholders may be held at such place, within or without the State of Delaware, as the Board or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof. Section 5. Quorum. At all meetings of the stockholders the holders of a majority of the votes of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except when stockholders are required to vote by class, in which event a majority of the issued and outstanding shares of the appropriate class shall be present in person or by proxy, or except as otherwise provided by statute or in the Certificate of Incorporation. In the absence of a quorum, the holders of a majority of the votes of the shares of stock present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called. Section 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or in the absence or inability to act of the Chairman of the Board, the Chairman of the Executive Committee, or in the absence of both the Chairman of the Board and the Chairman of the Executive Committee, the President, or in the absence of the President, that Vice President who is present shall preside as shall be determined from time to time by the Board or, in absence of any such determination, that Vice President who is present who is oldest in seniority of service in that office, or if two or more have equal service, who is oldest in age, shall act as chairman of the meeting. The Secretary, or, in his absence or inability to act, an Assistant Secretary or any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Section 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. Section 8. Voting. Except as otherwise provided by statute, the Certificate of Incorporation, or any certificate duly filed in the State of Delaware pursuant to Section 151 of the Delaware General Corporation Law, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation on the date fixed by the Board as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or if such record date shall not have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. No proxy shall be valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Except as otherwise provided by statute, these Bylaws, or the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, or when stockholders are required to vote by class by a majority of the votes of the appropriate class, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. Section 9. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 10. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournments thereof. If the inspectors shall not be so appointed or if any of them shall fail to appear or act, the chairman of the meeting may, and on the request of any stockholder entitled to vote thereat shall, appoint inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders. Section 11. Stockholder Action. Except as otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Section 12. Business to be Conducted. (a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is entitled to vote with respect thereto and who complies with the procedures set forth in this Section 12. For business to be properly brought before an annual meeting by a stockholder, such business must be a proper subject for stockholder action and the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than thirty (30) days prior to the date of the annual meeting; provided, however, that in the event that less than forty (40) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder's notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation's capital stock that are beneficially owned by such stockholder and (iv) any material interest of such stockholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 12. The officer of the Corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and, if he should so determine, he shall so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted. (b) At any special meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors. (c) Notwithstanding this Section 12, only persons who are nominated in accordance with the procedures set forth in Article Thirteenth of the Certificate of Incorporation shall be eligible for election as directors. ARTICLE II Board of Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders. Section 2. Number and Qualifications. The Board shall consist of not less than three nor more than twelve directors. Only the directors, by a vote of a majority of the entire Board or amendment of these Bylaws, shall have the power from time to time to increase or decrease the number of directors to constitute the entire Board; but no decrease in the number of directors shall shorten the term of any incumbent director. Any change in the number of directors which is so made by the Board shall be effective until such number be again so changed by the Board. Each director shall be at least twenty-one years of age. Directors need not be stockholders of the Corporation. Section 3. Election and Term. Except as provided in Paragraph (6) of Article Thirteenth of the Certificate of Incorporation relating to cumulative voting for the election of directors in certain instances at an annual or special meeting of stockholders, the directors shall be elected at the annual meeting of stockholders for the election of directors at which a quorum is present, and the persons receiving a plurality of the votes cast at such election shall be elected. The directors, other than the directors who may be elected by the holders of any class or series of stock of the Corporation having preference over the Common Stock as to the election of directors under certain specified circumstances, shall be divided into three classes as provided in the Certificate of Incorporation: Class I to hold office initially for a term expiring at the 1986 Annual Meeting of Stockholders, Class II to hold office initially for a term expiring at the 1987 Annual Meeting of Stockholders and Class III to hold office initially for a term expiring at the 1988 Annual Meeting of Stockholders, with such directors to hold office until their successors are elected and qualified. At each annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a three-year term expiring at the annual meeting of stockholders held in the third year following the year of their election. Except as otherwise fixed pursuant to the provisions of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having preference as to the election of directors under certain circumstances, an increase or decrease shall be apportioned among the classes so as to maintain, as nearly as possible, an equal number of directors in each class. Any director elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no event will a decrease in the number of directors shorten the term of any incumbent director. Section 4. Place of Meetings. Meetings of the Board may be held at such place, within or without the State of Delaware, as the Board may from time to time determine or as shall be specified in the notice or waiver of notice of such meeting. Section 5. First Meeting. The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day where such annual meeting shall be held. Notice of such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 8 of this Article II. Section 6. Regular Meetings. Regular meetings of the Board shall be held at such time and place as the Board may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these Bylaws. Section 7. Special Meetings. Special meetings of the Board may be called by two or more directors of the Corporation or by the Chairman of the Board. Section 8. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 8, in which notice shall be stated the time and place (within or without the State of Delaware) of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph, cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to him at his residence, or usual place of business, at least three days before the day on which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by these Bylaws, a notice or waiver of notice of any regular or special meeting need not state the purposes of such meeting. Section 9. Quorum and Manner of Acting. At all meetings of the Board a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business; provided, however, that (i) if the Chairman of the Board, if there is then elected and acting a Chairman of the Board, is present at any meeting of the Board; or (ii) if by reason of catastrophe or emergency due to enemy action or otherwise a majority of the entire Board is not available or capable of acting one-third of the entire Board, but not less in any event than two directors, shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the directors present at any meeting at which there is a quorum, as herein provided, shall be the act of the Board, except as may be otherwise specifically provided by law or by the Certificate of Incorporation or by these Bylaws. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time and place, or such meeting, unless it be the first meeting of the Board, need not be held. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article III of these Bylaws, the directors shall act only as a Board and the individual directors shall have no power as such. Section 10. Organization. At each meeting of the Board, the Chairman of the Board (or, if there is no Chairman of the Board, or in his absence or inability to act, the President of the Corporation, or, in his absence or inability to act, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof. Section 11. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 12. Vacancies. Any director elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no event will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining terms as that of his or her predecessor. If there are no directors in office, then an election of directors may be held in the manner provided by statutes. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or holders of at least ten percent of the votes of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Except as otherwise provided in these Bylaws, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Section 13. Removal of Directors. A director may be removed only for cause by the affirmative vote of a majority of the Board of Directors or a majority of the votes of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose. Section 14. Compensation. The Board shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided, no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 15. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 16. Telephone Conference Meetings. The members of the Board or any committee thereof designated by the Board, may participate in a meeting of the Board or any such committee of the Board by means of conference telephone by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 16 of Article II shall constitute presence in person at such meeting. Section 17. Independent Directors. (a) Majority of Board's Nominees in Annual Proxy Statement for Election to Board of Directors to be Independent. A majority of the individuals to constitute the nominees of the Board of Directors for the election of whom the Board will solicit proxies from the stockholders for use at the Corporation's annual meeting shall consist of individuals who, on the date of their selection as the nominees of the Board of Directors, would be Independent Directors. (b) Directors Elected by Board of Directors. In the event the Board of Directors elects directors between annual meetings of stockholders, the number of such directors who qualify as Independent Directors on the date of their nomination shall be such that the majority of all directors holding office immediately thereafter shall have been Independent Directors on the date of the first of their nomination or selection as nominees of the Board of Directors. (c) Definition of Independent Director. For purposes of this Bylaw, the term "Independent Director" shall mean a director who: (i) is not and has not been employed by the Corporation or its subsidiaries in an executive capacity within five years immediately prior to the annual meeting at which the nominees of the Board of Directors will be voted upon; (ii) is not (and is not affiliated with a company or firm that is) a significant advisor or consultant to the Corporation or its subsidiaries; (iii) is not affiliated with a significant customer or supplier of the Corporation or its subsidiaries; (iv) does not have significant personal services contract(s) with the Corporation or its subsidiaries; (v) is not affiliated with a tax-exempt entity that receives significant contributions from the Corporation or its subsidiaries; and (vi) is not a spouse, parent, sibling or child of any person described by (i) through (v). (d) Interpretation and Application of This Bylaw. The Board of Directors shall have the exclusive right and power to interpret and apply the provisions of this Bylaw, including, without limitation, the adoption of written definitions of terms used in and guidelines for the application of this Bylaw (any such definitions and guidelines shall be filed with the Secretary, and such definitions and guidelines as may prevail shall be made available to any stockholder upon written request); any such definitions or guidelines and any other interpretation or application of the provisions of this Bylaw made in good faith shall be binding and conclusive upon all holders of the issued and outstanding capital stock of the Corporation, provided that, in the case of any interpretation or application of this Bylaw by the Board of Directors to a specific person which results in such person being classified as an Independent Director, the Board of Directors shall have determined that such person is independent of management and free from any relationship that, in the opinion of the Board of Directors, would interfere with such person's exercise of independent judgment as a Board member. ARTICLE III Executive and Other Committees Section 1. Executive and Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more committees, each committee to consist of three or more of the directors of the Corporation. The Board may designate one or more directors as alternative members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution shall have and may exercise all powers of the Board in the management of the business and affairs of the Corporation which the Board may lawfully delegate, including the power to declare dividends and to authorize the issuance of stock, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration. Section 2. General. A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Special meetings of any committee may also be called by the Chairman of the Board. Notice of such meetings shall be given to each member of the committee in the manner provided for in Article II, Section 8. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Section 3. Compensation and Nominating Committees. The Board may, by resolution passed by a majority of the whole Board and in accordance with Section 1 of this Article III, designate a Compensation Committee and/or a Nominating Committee, each of which shall have such duties as may be assigned by the Board from time to time. Each member of the Compensation Committee and each member of the Nominating Committee shall be an Independent Director (as that term is defined in Article II, Section 17 (c) of these Bylaws). ARTICLE IV Officers Section 1. Number and Qualifications. All officers of the Corporation shall be elected or appointed by the Board. The officers shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and a Controller. The Board may also elect a Chairman of the Board, a Vice Chairman of the Board, a Chairman of the Executive Committee, and one or more Assistant Secretaries, Assistant Treasurers, and Assistant Controllers, and the Board may designate any Vice President as an Executive Vice President, a Senior Vice President, or a Group Vice President. Any two or more offices may be held by the same person. The Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, and the President shall be chosen from among the directors, but no other officer need be a director. Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3. Removal. Any officer or agent of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board at any meeting of the Board, or, except in the case of an officer or agent elected or appointed by the Board, by the Chairman of the Board. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these Bylaws for the regular election or appointment to such office. Section 5. The Chairman of the Board. The Chairman of the Board shall preside at and be Chairman of all meetings of the stockholders and of the Board, if present. The Chairman of the Board shall be the chief executive officer of the Corporation and shall have general supervision and authority over the business and affairs of the Corporation subject to the control of the Board, and he shall perform such other duties as may be prescribed from time to time by the Board. In the absence or inability of the Chairman of the Board to act, or in the event of a vacancy in the office of Chairman of the Board, the President of the Corporation shall have all the rights and powers and shall perform all the duties of the Chairman of the Board as are vested in or required of him by these Bylaws. Section 6. The President. The President shall be the chief operating officer of the Corporation and shall perform such duties as may be prescribed from time to time by the Chairman of the Board. Section 7. Vice Presidents. Each Vice President shall perform such duties and have such powers as shall from time to time be prescribed by the Board or as shall from time to time be assigned to him by the Chairman of the Board. Section 8. Secretary. The Secretary shall act as custodian of the minutes of all meetings of the Board and of the stockholders and any committees of the Board which keep formal minutes, shall have charge of the corporate seal and the corporate minute books and shall make such reports and perform such other duties as may be assigned to him from time to time by the Board or the Chairman of the Board. The Assistant Secretaries, or any of them, shall perform such duties of the Secretary as may from time to time be assigned to them by the Board, the Chairman of the Board, or the Secretary. Section 9. Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation, and shall have responsibility for disbursement of the funds of the Corporation and shall make payment of the just demands on the Corporation as may be ordered by the Board, shall invest surplus cash of the Corporation and manage its investment portfolio under the direction of the Board, shall prepare and file tax returns and pay all proper taxes of the Corporation and shall render to the Board from time to time as may be required of him an account of all his transactions and activities as Treasurer. The Treasurer shall also perform such other duties as may be assigned to him from time to time by the Board, the Chairman of the Board or by the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time. The Assistant Treasurers, or any of them, shall perform such of the duties of the Treasurer as may from time to time be assigned to them by the Board, the Chairman of the Board or the Vice President-Finance, if there be an officer elected by the Board and serving in that office at the time, or the Treasurer. Section 10. Controller. The Controller shall provide and maintain a system of accounts and accounting records of the Corporation, shall prepare from time to time and render to the Board accounts of the financial condition of the Corporation as may be required, shall provide and administer a system of internal financial controls, and shall audit the books, records and affairs of the Corporation. The Controller shall also perform such other duties as may from time to time be assigned to him by the Board, the Chairman of the Board or by the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time. The Assistant Controllers, or any of them, shall perform such of the duties of the Controller as may from time to time be assigned to them by the Board, the Chairman of the Board, the Vice President-Finance if there be an officer elected by the Board and serving in that office at the time, or the Controller. Section 11. Other Officers and Agents. The Board may from time to time appoint such other officers and agents as it shall deem proper. Each person so appointed shall hold the office to which appointed at the pleasure of the Board and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 12. Delegation of Authority. In case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate for the time being the powers and duties of any of them to such other officer or person as the Board shall determine. Section 13. Officers' Bonds or Other Securities. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require. Section 14. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board; provided, however, that the Board may delegate to a committee designated by the Board the power to fix the compensation of officers of the Corporation. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to him. Section 15. Voting Corporation's Securities. The Chairman of the Board shall have full power and authority on behalf of the Corporation, in person or by proxy, to attend and to act and to vote at any meetings of security holders of corporations in which the Corporation may hold securities, and at such meetings, he or his proxy shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which as the owner thereof the Corporation might have possessed or exercised, if present. The Board may by resolution from time to time confer like powers upon any other person or persons. ARTICLE V Indemnification Section 1. Director Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is amended after approval by the stockholders of the proposed amendment of Article FIFTEENTH of the Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of this Section 1 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. Section 2. Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this Article V with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. Section 3. Suits by Indemnitees. If a claim under Section 2 of this Article V is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its board of directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation. Section 4. Non-Exclusive Nature of Indemnification. The rights to indemnification and to the advancement of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or other corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Section 6. Other Designated Persons Entitled to Indemnification. The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification, and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article V with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. Section 7. Indemnification Agreements. The Corporation shall have the express authority to enter such agreements as the board of directors deems appropriate for the indemnification of present or future directors and officers of the Corporation in connection with their service to, or status with, the Corporation or any other corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation. ARTICLE VI Deeds, Contract, Checks, Drafts, Bank Accounts, Etc. Section 1. Deeds, Contracts and Other Instruments. Deeds, mortgages, leases, contracts, and other instruments requiring the signature of the Corporation shall be signed in such manner and by such officer or officers or other person or persons as the Board may from time to time prescribe. Unless authorized by the Board, an officer or agent or employee shall not have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount. Section 2. Checks, Drafts and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as may from time to time be designated by the Board or by any officer or officers or person or persons authorized to so designate by the Board. Facsimile signatures may be authorized in any such case where authorized by the Board. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation, or in such other manner as the Board may determine by resolution. Section 4. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. ARTICLE VII Shares, Etc. Section 1. Stock Certificates. Each holder of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock of the Corporation owned by him. The certificates representing shares of stock shall be signed in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed); provided, however, if such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 2. Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places, within or without the State of Delaware, as the Board may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board. Section 3. Transfer of Shares. Transfer of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including, without limitation, the rights to receive dividends or other distributions, and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not absolutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer. Section 4. Regulations. The Board may make such additional rules and regulations, not inconsistent with these Bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them. Section 5. Lost, Destroyed or Mutilated Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost, stolen, or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal representatives to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware. Section 6. Stockholder's Right of Inspection. No stockholder shall have any right to inspect any book, account, record or other document of the Corporation unless such right shall be conferred upon him by an express statutory provision or by resolution duly adopted by the Board or by the stockholders. Section 7. Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. ARTICLE VIII Catastrophe or Emergency Conditions Section 1. Emergency Management Committee. Anything in these Bylaws to the contrary notwithstanding, the management of the property and business of the Corporation shall automatically vest in the Emergency Management Committee, hereafter provided for, during any period of catastrophe or emergency due to enemy action or otherwise where as a result a quorum of the Board is not available or capable of acting. Section 2. Selection and Powers. The Board may from time to time determine who shall be members of the Emergency Management Committee, the number thereof required to constitute a quorum, and the powers which such committee shall have. Unless and until so determined by the Board the following shall apply: Members. The members of the Emergency Management Committee shall consist of all readily available directors and all readily available officers of the Corporation other than Assistant Secretaries and Assistant Treasurers. Two members shall constitute a quorum; and Powers. During the period of catastrophe or emergency and until a quorum of the Board can be convened, the Emergency Management Committee shall have and exercise all powers and duties of the Board in the management of the property and business of the Corporation; provided, however, that such committee shall be without power (a) to fill vacancies in the Board of any committee; or (b) to sell, mortgage or otherwise dispose of all or any substantial portion of the Corporation's assets; or (c) to authorize any contract other than in the ordinary course of business. Section 3. Assumption of Offices During Emergency. The Board or the Executive Committee may by resolution determine what person or persons shall during any period of emergency or catastrophe, when the office of the President or any other office be vacant or the President or any other officer be absent or unable to act, assume the power and duties of the President or of any other officer of the Corporation, the manner of selecting the same, and under what circumstances and for what duration they shall act. The person or persons so appointed, shall during any such period have and exercise all of the powers and duties of the President or such other office. Section 4. Board of Directors to Resume Control. The Emergency Management Committee shall attempt to convene a quorum of the Board at the earliest possible date after the occurrence of an event described in Section 1 of this Article VIII. In the event that it appears impossible to convene such a quorum, the Emergency Management Committee shall call a special meeting of stockholders at the earliest practicable date to remove directors who are unable to act and to elect new directors to fill vacancies caused by death or by such removals. As soon as a quorum can be convened, the Board shall resume the management of the property and business of the Corporation, and the Emergency Management Committee shall thereupon be discharged. Section 5. Powers of Board of Directors. The Board is hereby authorized from time to time to make any other or additional or contrary provisions for the continued management of the property and business of the Corporation during any period of catastrophe or emergency of sufficient severity to prevent the Board from exercising such management as contemplated in these Bylaws. ARTICLE IX Offices Section 1. Registered Office. The registered office of the Corporation in the State of Delaware shall at be 1209 Orange Street, Wilmington, Delaware. The name of the resident agent in charge thereof shall be The Corporation Trust Company. Section 2. Other Offices. The Corporation may also have an office or offices other than said principal office at such place or places, either within or without the State of Delaware, as the Board shall from time to time determine or the business of the Corporation may require. ARTICLE X Fiscal Year The fiscal year of the Corporation shall begin on the first day of March in each year and shall end on the last day of February next following unless otherwise determined by the Board. ARTICLE XI Seal The Board shall provide a corporate seal, which shall be in the form of the name of the Corporation and the words "Corporate Seal, Delaware." ARTICLE XII Amendments Except for Section 11 of Article I and Sections 3, 12 and 13 of Article II of these Bylaws, these Bylaws may be amended or repealed, or new Bylaws may be adopted, at any annual or special meeting of the stockholders, by a majority of the total votes validly cast thereon provided, however, that the notice of such meeting shall have been given as provided in these Bylaws, which notice shall mention that amendment or repeal of these Bylaws, or the adoption of new Bylaws, is one of the purposes of such meeting. These Bylaws may also be amended or repealed, or new Bylaws may be adopted, by the Board; provided, however, that Bylaws adopted by the Board may be amended or repealed by the stockholders as hereinabove provided. Notwithstanding the foregoing, Section 11 of Article I and Sections 3, 12 and 13 of Article II of these Bylaws shall not be altered, amended or repealed and no provisions inconsistent therewith shall be adopted without the affirmative vote of the holders of 80% of all shares of stock of the Corporation entitled to vote on all matters that may come before each meeting of stockholders, voting together without regard to class. EX-10 3 2/28/94 FORM 10-K EXHIBIT 10 EXHIBIT 10.12 EXECUTIVE EMPLOYEES' PENSION PLAN OF ROBIN HOOD MULTIFOODS INC. (amended and restated effective January 1, 1991) SEPTEMBER 1991 EXECUTIVE EMPLOYEES' PENSION PLAN OF ROBIN HOOD MULTIFOODS INC. TABLE OF CONTENTS ARTICLE DESCRIPTION PAGE 1 History and Purpose 1 2 Definitions and Rules of Interpretation 2 3 Eligibility and Participation 7 4 Service 9 5 Retirement 13 6 Retirement Pensions 15 7 Termination of Employment 18 8 Normal and Optional Forms of Benefit 20 9 Benefits on Death 23 10 Limitation and Adjustments Regarding Benefits 26 11 Funding 28 12 Marriage Breakdown 32 13 Administration 33 14 Future of the Plan 35 15 Miscellaneous Provisions 39 ARTICLE 1 HISTORY AND PURPOSE This Executive Employees' Pension Plan of Robin Hood Multifoods Inc. was established by Robin Hood Multifoods Inc. effective January 1, 1981 to provide benefits for eligible employees. This Plan has been amended from time to time and is amended and restated effective January 1, 1991 to incorporate changes required under the Pension Benefits Act of Ontario. The terms of this Plan govern all retirements, deaths or other terminations which occur on or after January 1, 1991. Benefits payable in respect of retirements, deaths, disabilities or other terminations of employment which occurred prior to January 1, 1991 shall be governed by the terms of the Plan as they existed at the relevant time unless expressly provided otherwise herein. ARTICLE 2 DEFINITIONS AND RULES OF INTERPRETATION Wherever used in this Plan, unless the context clearly indicates otherwise: 2.01 "Act" means the Pension Benefits Act, Statutes of Ontario 1987, Chapter 35 and any future legislation amending, supplementing, superseding or incorporating it, and any regulations issued pursuant to it and such other pension benefits legislation which is applicable. 2.02 "Actuarial Equivalent" means a benefit of equal value computed upon an actuarial basis recommended by the Actuary and approved by Robin Hood. 2.03 "Actuary" means the actuary appointed by Robin Hood for the purposes of the Plan. 2.04 "Additional Voluntary Contributions" means those contributions described in Section 11.04. 2.05 "Beneficiary" of a Member means the person designated pursuant to Section 9.08. 2.06 "Compensation" of a Member for any period means all cash remuneration for services rendered exclusive of payments or credits, if any, on account of bonuses or profit share, overtime, amounts paid to or in respect of such Member under any employee benefit plan and reimbursement of expenses incurred by the Member in the performance of duties by all or any Participating Company for services as an Employee of any such Participating Company. Notwithstanding anything herein set forth, for purposes of the Plan, Robin Hood may in cases of doubt establish the Compensation of any Member for any period. 2.07 "Continuous Service" means service determined pursuant to Section 4.01. 2.08 "Credited Interest", means, when applied to Additional Voluntary Contributions, the rate of return earned by the Pension Fund, less an appropriate share of expenses, as determined by Robin Hood, in consultation with the Actuary, from the first day of the month following the date such contributions are made up to the date of disbursement. When applied to Special Contributions, Credited Interest means interest compounded annually from the first day of the month following the month in which the contribution was made to the date of computation at a rate equal to the average of the fixed term chartered bank deposit rates for the twelve months in the preceding calendar year reported in the Bank of Canada Review as CANSIM series B 14045. 2.09 "Credited Service" means service credited pursuant to Section 4.02. 2.10 "Early Retirement Date" means the date determined pursuant to Section 5.02. 2.11 "Employee" means the Chairman, the President or an elected Vice-President of a Participating Company. 2.12 "Employees' Contributory Pension Plan" means the Employees' Contributory Pension Plan of Robin Hood Multifoods Inc., with amendments to December 31, 1975. 2.13 "Employees' Pension Plan" means the Union or Hourly Paid Employees' Pension Plan of Robin Hood Multifoods Inc. and/or the Non-Union Salaried Employees' Pension Plan of Robin Hood Multifoods Inc., as applicable, as they read on April l, 1967. 2.14 "Funding Agent" means the trust company or insurance company appointed by Robin Hood pursuant to Section 11.01 for the purpose of holding and administering the Pension Fund. 2.15 "Funding Agreement" means an agreement between Robin Hood and a Funding Agent pursuant to Section 11.01. 2.16 "International" means International Multifoods Corporation, a Delaware corporation, which is successor by merger effective at the close of business on January 20, 1970 to International Milling Company Inc., a New York corporation, which was successor by merger effective September 3, 1963 to International Milling Company, a Delaware corporation. 2.l7 "Member" means an Employee who joins the Plan pursuant to Section 3.02. 2.18 "Normal Retirement Date" of a Member means the first day of the month coincident with or next following the Member's 65th birthday. 2.19 "Participating Company" means Robin Hood and any Subsidiary of International which, having been authorized to do so by resolution of the Board of Directors of Robin Hood, adopts this Plan and thereby becomes a Participating Company pursuant to Section 14.09. 2.20 "Pension Fund" means all sums of money and other property acquired by the Funding Agent to hold for the purposes of this Plan, and all earnings and profits thereon, and proceeds, investments and reinvestments thereof, less payments made by the Funding Agent from the said fund as authorized herein. 2.21 "Plan" means this Executive Employees' Pension Plan of Robin Hood Multifoods Inc. 2.22 "Postponed Retirement Date" of a Member means the date determined pursuant to Section 5.03. 2.23 "Prior Plan" means a pension plan of a Participating Company in which the Member participated in respect of Continuous Service prior to becoming a Member. 2.24 "Profit Sharing Retirement Plan" means the Profit Sharing Retirement Plan of Robin Hood Multifoods Inc., with amendments to December 31, 1970. 2.25 "Robin Hood" means Robin Hood Multifoods Inc., a company incorporated under the laws of Canada. 2.26 "Salaried Employees' Pension Plan" means the Salaried Employees' Pension Plan of Robin Hood Multifoods Inc. 2.27 "Special Contributions" means contributions made pursuant to Section 11.05. 2.28 "Spouse" means a person of the opposite sex who is not living separate and apart from the Member or former Member at the relevant time and who is legally married to the Member or former Member or has been cohabiting with the Member or former Member in a conjugal relationship for at least one year or in a conjugal relationship of some permanence if they are the natural or adoptive parents of a child. There shall be only one Spouse for the purposes of the Plan. A person's qualification as the Spouse of a Member or former Member shall be established to the satisfaction of Robin Hood. 2.29 "Spouse's Pension" means the benefit payable pursuant to Section 9.06(a). 2.30 "Subsidiary of International" means: (a) any corporation, domestic or foreign, more than 50% of whose voting stock is owned or controlled, directly or indirectly, by International; or (b) any corporation, domestic or foreign, more than 50% of whose voting stock is owned or controlled, directly or indirectly, by a corporation described in (a) above. 2.31 "Totally Disabled" means a physical or mental incapacity: (a) to perform the duties of the Member's normal occupation with a Participating Company; and (b) after the Member has satisfied the conditions of sub-section (a), above, for twenty-four months, to engage in any occupation for which the Member is reasonably fitted by education, training or experience; as determined to the satisfaction of Robin Hood. In no event shall a Member be deemed to be Totally Disabled if the Member's physical or mental incapacity results from: (i) a disability for which the Member is not under continuing medical supervision and treatment considered satisfactory by Robin Hood; or (ii) intentionally self-inflicted injuries while sane or insane; or (iii) full time active service in the armed forces of any country; or (iv) a disability from bodily injury, resulting directly or indirectly from insurrection, war, or participation in a riot; or (v) alcoholism, drug addiction or the use of hallucinogenics, unless the Member is confined to an institution specializing in the treatment of the condition and under the care of a physician; unless a specific exception is made by Robin Hood. 2.32 "Year's Maximum Pensionable Earnings" means, in any year, the amount established for that year under the provisions of the Canada Pension Plan or Quebec Pension Plan, whichever shall be applicable to the Member concerned. ARTICLE 3 ELIGIBILITY AND PARTICIPATION 3.01 Eligible Employment Each Employee shall be eligible to become a Member on the first day of the month following appointment as an Employee. 3.02 Enrollment An eligible Employee may become a Member by filing with a Participating Company the information and documents prescribed by Robin Hood, including written acceptance of the Plan. Any acceptance of this Plan filed by an Employee shall include an agreement by the Employee to be bound by all of the terms and conditions of the Plan and shall be irrevocable. 3.03 Waiver of Rights by Non-Participants An Employee who does not become a Member when first eligible shall sign and deliver to a Participating Company a written statement of desire to not become a Member and a waiver of all claims to any pension benefit from the Member's employer other than such pension benefit, if any, as had accrued to such Employee under the terms of the Profit Sharing Retirement Plan, the Employees' Pension Plan or other pension plan of the Participating Company. 3.04 Information for Members Robin Hood shall prepare and make available to each Employee who becomes, or is eligible to become a Member, a written explanation of the terms and conditions of the Plan and amendments thereto applicable to the Employee, together with an explanation of the rights and duties of the Employee with reference to the benefits available to such Employee under the terms of the Plan. In addition, Robin Hood shall provide a Member or other person entitled to payment from the Plan with such other information as may be required by the Act. In the event of any conflict between any statement made in such explanation and the provisions of the Plan, the provisions of the Plan shall govern. A copy of the Plan together with such other documents as are prescribed under the Act shall be available at the business office of each Participating Company and at each of their locations where Members are employed, for inspection by any Member, former Member entitled to a deferred pension, Spouse of a Member or former Member or any other person entitled to such information under the Act. Any person entitled to inspect Plan documents in accordance with this Section shall be entitled to make such inspection only once in each calendar year. ARTICLE 4 SERVICE 4.01 Continuous Service An Employee's Continuous Service shall be the period of the Employee's continuous employment with any Participating Company, International and/or any Subsidiary of International and with any employer which Robin Hood by rule or regulation determines to be a predecessor to any Participating Company, International and/or any Subsidiary of International for the purpose of determining Continuous Service. An Employee's Continuous Service shall not be interrupted by and shall continue to accrue during a leave to serve in such of the armed forces or other governmental services of Canada or the United States of America as Robin Hood may from time to time specify, provided that the Employee's Continuous Service shall be broken and cease to accrue if the Employee fails to return to active service by the later of: (a) 90 days after the Employee is entitled as a matter of right to be released from such armed forces or government services (or such longer period as Robin Hood in its discretion may determine); and (b) the end of the period specified by law within which the Employee is entitled to apply for re-employment with and to be re-employed by such Participating Company at the Employee's former or a substantially similar position. An Employee's Continuous Service shall be interrupted and cease to accrue when: (c) the Employee ceases to be an Employee, subject to the provisions of Section 4.05; or (d) the Employee is on a leave of absence granted by a Participating Company (otherwise than on leave because of sickness or physical injury or incapacity or occupational accident) and such leave exceeds 365 consecutive days or such longer period as Robin Hood may in its discretion from time to time specify, or (e) the Employee fails to return to active employment with a Participating Company within 10 days after the expiry of any leave granted by a Participating Company because of sickness or physical injury or incapacity or occupational accident. 4.02 Credited Service A Member's Credited Service shall be equal to the period of the Member's Continuous Service while a Member. Credited Service shall be expressed in years and each completed month shall be equal to one-twelfth of a year. 4.03 Service while Totally Disabled If a Member becomes Totally Disabled, the Member's Continuous Service shall not be broken and the Member shall continue to accrue Credited Service at the same rate as the Member was accruing Credited Service immediately prior to becoming Totally Disabled until the earliest of: (a) the date the Member ceases to be Totally Disabled; and (b) the date the Member retires pursuant to the Plan; and (c) the Member's Normal Retirement Date. 4.04 Continuing Disability A Member claiming to be Totally Disabled may, from time to time, be required by Robin Hood to submit to examination by a clinic, physician, or physicians selected by Robin Hood and any question as to whether the Member is Totally Disabled shall be settled on the basis of such examination. Should any Member refuse to submit to such medical examination, the Member's entitlement to accrue Continuous Service and Credited Service shall end, the Member shall be deemed to have terminated employment at such time unless the Member returns to active employment with a Participating Company and shall be entitled to a deferred pension determined in accordance with the provisions of Article 7 and based on Credited Service and Continuous Service accrued to the date the Member ceased to be Totally Disabled and the benefit amount in effect on the date the Member ceased to be Totally Disabled. 4.05 Transfers If a Member ceases to be an Employee because of the transfer of the Member's employment to a classification of employment with a Participating Company which is ineligible to participate in the Plan or to employment with International or a Subsidiary of International the transfer shall not interrupt the Member's Continuous Service. Such Member shall continue to accrue Continuous Service while so employed but shall not accrue any Credited Service for any period during which the Member is not an Employee. When determining the entitlement of a Member who has been so transferred, the amount of the benefits to which the Member is entitled shall be calculated based on the benefit amounts in effect on the date of transfer and the Member's Continuous Service and Credited Service accrued to the date of transfer. 4.06 Re-Employment If a former Member is re-employed as an Employee the former Member shall be treated as a new Employee for the purposes of the Plan and entitlement to any benefits accrued under the Plan prior to re-employment shall continue unchanged. However, if the former Member is in receipt of a pension from the Plan at the time of re-employment, payment of such pension shall cease. Upon the subsequent retirement or other termination of employment of such Member the benefits accrued prior to the re-employment shall be increased by an amount equal to the Actuarial Equivalent of the payments suspended during the period of re-employment and payment of such benefits shall recommence. ARTICLE 5 RETIREMENT 5.01 Normal Retirement A Member shall retire on the Member's Normal Retirement Date and shall be entitled to receive, commencing on such Normal Retirement Date, a retirement pension calculated in accordance with Section 6.01. 5.02 Early Retirement A Member may elect to retire on the first day of any month coincident with or following attainment of age 55 and completion of 2 or more years of membership in the Plan and such date shall be the Member's Early Retirement Date. A Member who retires pursuant to this Section shall receive a retirement pension calculated in accordance with the provisions of Section 6.02. 5.03 Postponed Retirement A Member may, with the consent of the Member's Participating Company, remain in active employment beyond the Member's Normal Retirement Date but in no event beyond age 71. The retirement benefits payable to a Member retiring subsequent to the Member's Normal Retirement Date shall commence on the first day of the month coincident with or next following the earliest of: (a) the date on which the Member actually retires from active employment with a Participating Company; and (b) the first day of the month immediately preceding the month in which the Member's seventy-first birthday occurs; and (c) the first day of the month following the date on which the Member has accrued the maximum pension permitted under the Plan; and such date shall be the Member's Postponed Retirement Date. ARTICLE 6 RETIREMENT PENSIONS 6.01 Normal Retirement Pension The annual retirement pension of a Member retiring on the Member's Normal Retirement Date shall be equal to the sum of, for each calendar year during which the Member was a Member: (a) 1% of the Member's Compensation for that year not in excess of the Year's Maximum Pensionable Earnings for that year; and (b) 2% of the Member's Compensation for that year in excess of the Year's Maximum Pensionable Earnings for that year; and (c) in the case of an Employee who was a Member on December 31, 1989 and was actively employed on January 1, 1990 or retired on that date, or on leave of absence on January 1, 1990, approved by Robin Hood, an additional annual pension benefit equal to the excess, if any, of the Member's 1990 Improved Pension Benefit over the Member's 1990 Accrued Pension Benefit, where 1990 Improved Pension Benefit and 1990 Accrued Pension Benefit are determined as follows: 1990 Improved Pension Benefit is equal to the product of: (A) 1.1% of the first $28,900 of the Member's annual rate of Compensation on January 1, 1990 plus 1.6% of the remainder, if any, of such annual rate of Compensation; and (B) the Member's Credited Service plus the Member's continuous period of service prior to January 1, 1990 in years, including a fraction of a year, during which the Member was a member of, or a participant in, the Salaried Employees' Pension Plan, the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan and excluding, in the case of a Member who was a member of the Profit Sharing Retirement Plan and who did not elect to transfer the Employees' Company Contribution Account to the Pension Fund, the continuous period of service during which the Member was a member of the Profit Sharing Retirement Plan. 1990 Accrued Pension Benefit is equal to the pension benefit accrued by the Member to December 31, 1989, under the provisions of this Section 6.01 excluding this Section 6.01 (c) and including any pension benefits accrued under the Salaried Employees' Pension Plan, the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan and this Plan. 6.02 Early Retirement Benefit A Member who retires on the Member's Early Retirement Date pursuant to Section 5.02 shall be entitled to an annual retirement pension calculated pursuant to Section 6.01 based on Continuous Service and Credited Service to the Member's Early Retirement Date and reduced by one-quarter of 1% for each month between the Member's Early Retirement Date and: (a) in the case of a Member who has at least 20 years of Continuous Service on the Member's Early Retirement Date, the Member's 62nd birthday; and (b) in all other cases, the Member's 65th birthday. 6.03 Postponed Retirement A Member who retires on a Postponed Retirement Date shall be entitled to receive, commencing on such Postponed Retirement Date, an annual retirement pension calculated pursuant to Section 6.01 and based on the Member's Continuous Service and Credited Service to the Member's Postponed Retirement Date. 6.04 Additional Retirement Income A Member who has made Additional Voluntary Contributions shall be entitled, upon retirement, to such additional amount of monthly retirement income as can be purchased from a duly licensed insurer in Canada by the total of the Additional Voluntary Contributions and Credited Interest of the Member. The Member may elect to receive, in lieu of such additional amount of retirement income, a lump sum payment equal to the Additional Voluntary Contributions with Credited Interest thereon of the Member, payable either in cash or as a direct transfer to the Member's individual registered retirement savings plan. ARTICLE 7 TERMINATION OF EMPLOYMENT 7.01 Non-Vested If a Member who has completed less than 2 years of membership in the Plan and any Prior Plan terminates employment with a Participating Company for any reason other than death or retirement the Member shall be entitled to receive a lump sum payment equal to the Member's Additional Voluntary Contributions, if any, and Special Contributions if any, both with Credited Interest thereon. 7.02 Vesting If a Member who has completed at least 2 years of membership in the Plan and any Prior Plan terminates employment with a Participating Company for any reason other than death or retirement such Member shall be entitled to receive, commencing on the Normal Retirement Date of the Member, a deferred pension calculated pursuant to Section 6.01 based on the Member's Credited Service and Continuous Service accrued to the date of termination of employment and the benefit amount in effect on the date of termination of employment. 7.03 Early Commencement A former Member who is entitled to a deferred pension in accordance with the provisions of Section 7.02 may elect to commence receiving the deferred pension on the first day of any month after attaining age 55. The amount of the pension payable to the former Member in such instance shall be the Actuarial Equivalent of the deferred pension which would otherwise have been payable commencing at the Normal Retirement Date of the Member provided that, if the former Member would have been eligible to elect early retirement under Section 5.02 at the time of termination of employment, the deferred pension shall be equal to the amount which would have been payable commencing at the Normal Retirement Date of the Member reduced pursuant to the applicable provision of Section 6.02. 7.04 Application for Pension A former Member entitled to a deferred pension shall make application, in writing, to Robin Hood, at least 90 days prior to the date when the former Member wishes payment of a pension to commence. 7.05 Portability A Member of the Plan who ceases to be employed by a Participating Company, who is entitled to a deferred pension and who is not entitled to take early retirement as provided under Section 5.02 may elect to have an amount equal to the commuted value of the deferred pension to which the Member is entitled transferred out of the Pension Fund to: (a) another registered pension fund, if the administrator of that fund agrees to accept the payment; or (b) a company licensed to provide annuities in Canada, for the purchase of a life annuity that will commence no earlier than age 55; or (c) an individual registered retirement savings plan in the name of the Member that meets the requirements prescribed under the Act; provided that notice of such election is given to Robin Hood within the time limits prescribed under the Act and that such transfer is carried out in accordance with the requirements of the Act and the Income Tax Act of Canada. A Member who elects such transfer shall take the commuted value in full satisfaction of any right under the Plan and upon the completion of such transfer shall have no further entitlement to any benefit under the Plan. ARTICLE 8 NORMAL AND OPTIONAL FORMS OF BENEFIT 8.01 Normal Form Of Benefit A retirement pension or deferred pension payable to a Member or former Member under the terms of the Plan shall be payable in equal monthly installments for the remaining lifetime of the Member or former Member ceasing with the payment for the month in which death occurs. 8.02 Joint and 60% Survivor Form Notwithstanding the provisions of Section 8.01, if a Member or former Member has a Spouse on the date that payment of the Member's or former Member's pension is due to commence then the amount of the pension shall be adjusted and paid in the form of a joint and 60% survivor pension. This joint and 60% survivor pension shall be the Actuarial Equivalent of the normal form of pension which would otherwise be payable under Section 8.01 and it shall be payable to the Member or former Member until the death of the Member or former Member at which time 60% of the adjusted amount shall be paid to the Member's or former Member's surviving Spouse, if any, for the lifetime of such Spouse. 8.03 Waiver of Joint and 60% Survivor Form The requirement to pay a pension in the joint and survivor form pursuant to Section 8.02 will not apply if the Member or former Member and the Spouse of such Member or former Member execute and file with Robin Hood a waiver in the form required under the Act or a certified copy of a domestic contract containing such waiver. The waiver must be filed within the time prescribed under the Act. 8.04 Optional Forms Subject to the requirement to provide a waiver if Section 8.02 applies, a Member or former Member may, with the approval of Robin Hood, elect to have a retirement pension paid in any one or any combination of the following optional forms below: (a) Joint and Survivor A joint and survivor pension providing for a reduced pension payable to the Member or former Member during the Member's or former Member's life and continuing after death in the same amount, or in some lesser amount, to and for the life of a contingent annuitant named by the Member or former Member should such contingent annuitant survive the Member or former Member; or (b) Pension with a Guaranteed Period A reduced pension for life payable to the Member or former Member with the provision that if the Member or former Member dies before the guarantee period chosen by the Member or former Member (such period may not exceed 180 months) has expired, the pension payments shall be continued to the Beneficiary of the Member or former Member until the total number of payments made to both the Member or former Member and the Beneficiary equal the selected guaranteed number of payments, except that if the balance of payments are payable to the Member's or former Member's estate, the remaining payments shall be commuted and paid in one lump sum; or (c) Level Income An increased pension payable until the Member or former Member qualifies for a pension from the federal government and/or a provincial government under the terms of one or more comprehensive programs of old age pensions and a reduced pension payable thereafter until death, the difference between the two amounts being as nearly as possible equal to the total pension payable by the federal and/or the provincial governments. The amount of this difference shall be requested by the Member or former Member and shall be as agreed to by Robin Hood. The Member or former Member shall provide Robin Hood with any information required to verify the amount of government pension which the Member or former Member is entitled to receive. Election of this option shall not increase the total amount payable in the aggregate to the Member or former Member and the Beneficiary, in the event of the Member's or former Member's death. A pension payable in an optional form shall be Actuarially Equivalent to the pension payable in the normal form under Section 8.01. 8.05 Election of Optional Forms An election of an optional form shall be subject to such rules as Robin Hood may from time to time adopt for the safeguarding of the Pension Fund and the proper administration of the Plan, and shall be subject to the following additional conditions: (a) The election shall be made prior to the date on which the first payment of the Member's or former Member's pension benefit is payable; and (b) The election may be revoked or changed at any time before the date on which the first payment of the Member's or former Member's pension benefit is payable but shall be irrevocable on and after that date; and (c) The election shall be inoperative if the Member or former Member, or the Member's or former Member's contingent annuitant in the case of a joint and survivor pension, dies prior to the date on which the first or only pension payment becomes due thereunder, and (d) No election or any revocation or change of any previous election shall be effective unless in writing, signed by the Member or former Member, and approved by Robin Hood all within the time limits set out above. ARTICLE 9 BENEFITS ON DEATH 9.01 Death Prior to Two Years Of Participation If a Member dies before payment of the Member's pension is due to commence and before completing at least two years of membership in the Plan and any Prior Plan the Member shall be entitled to receive a lump sum payment equal to the Member's Additional Voluntary Contributions, if any, and Special Contributions, if any, both with Credited Interest thereon. 9.02 Pre-retirement Death Benefit for Post 1986 Service If a Member, or a former Member entitled to a deferred pension, dies before payment of the Member's or former Member's pension is due to commence and after completing at least two years of membership in the Plan and any Prior Plan then a pre-retirement death benefit shall be payable to the Spouse of the Member or former Member equal to the commuted value of the retirement pension that the Member had accrued in respect of participation in the Plan after December 31, 1986 determined as if the Member had terminated employment immediately prior to death or, in the case of a former Member, equal to the commuted value of the deferred pension of such former Member in respect of participation in the Plan after December 31, 1986. 9.03 Form of Pre-Retirement Death Benefit Subject to the requirements of the Act, a Spouse entitled to receive a pre-retirement death benefit pursuant to Section 9.02 may elect to receive such benefit in the form of: (a) a lump sum payment; or (b) an immediate pension; or (c) a deferred pension commencing no later than the date the Spouse attains age 65; or (d) a transfer to a registered retirement savings plan. Such Spouse shall elect the form of such benefit within 90 days of receipt, from Robin Hood, of notice of entitlement, failing which the Spouse shall be deemed to have elected to receive an immediate pension. 9.04 Payment to Beneficiary If a Member or former Member does not have a Spouse at the time of death or if the Spouse's entitlement to a death benefit has been waived in accordance with the provisions of Section 9.05 then the pre-retirement death benefit payable under Section 9.02 shall be paid to the Beneficiary or, if none, then to the estate of the Member, in a lump sum. 9.05 Spousal Waiver A Spouse may relinquish entitlement to the death benefits payable under Sections 9.02 and 9.06 by completing a waiver jointly with the Member or former Member and filing such waiver with Robin Hood in the form and manner prescribed under the Act. In such case any pre-retirement death benefits will be payable as if the Member or former Member had no Spouse. 9.06 Pre-Retirement Death Benefit for Pre-1987 Service (a) If a Member who has completed at least 5 years of Continuous Service dies while still an Employee and before payment of the Member's pension is due to commence then the surviving Spouse of such Member, if such person has been the Member's Spouse for at least one year, shall be entitled to receive a Spouse's Pension equal to 50% of the pension accrued by the Member as of January 1, 1987. If the Spouse is more than 10 years younger than the deceased Member then the amount of the Spouse's Pension shall be reduced by 2% thereof for each full year by which the age difference exceeds 10 years. This pension shall be paid for the lifetime of the surviving Spouse in monthly installments on the first day of each month beginning with the first day of the month following the death of the Member. (b) If a Member or former Member dies before payment of the Member's or former Member's pension is due to commence and a Spouse's Pension is not payable pursuant to Section 9.06(a) then an amount equal to the Member's or former Member's Additional Voluntary Contributions with Credited Interest thereon in respect of Continuous Service prior to 1987 shall be payable to the surviving Spouse or, if no Spouse survives the Member or former Member, to a named Beneficiary in a lump sum. 9.07 Death After Retirement If a Member or former Member dies after payment of the Member's pension is due to commence then the death benefit, if any, shall be the remaining monthly payments or other benefit payable in accordance with the form of pension in effect pursuant to Article 8 at the time of the Member's or former Member's death subject to the minimum set out in Section 8.01 if the pension is paid in the normal form 9.08 Designation of Beneficiary Each Member or former Member may, from time to time, designate a person or persons to receive the benefits which may be payable under the Plan in the event of the death of the Member or former Member. Each such designation will revoke all prior designations by such Member or former Member, shall be in writing on a form provided for that purpose and filed with Robin Hood, and may name one or more primary beneficiaries and, if the Member or former Member so desires, one or more contingent beneficiaries. If the Member has not designated a Beneficiary or such Beneficiary pre-deceases the Member then any death benefit payable to a Beneficiary shall be paid to the estate of the Member or former Member. ARTICLE 10 LIMITATION AND ADJUSTMENTS REGARDING BENEFITS 10.01 Revenue Canada Maximum Pension Notwithstanding any provision of the Plan to the contrary, the annual pension payable to a Member or former Member on retirement, termination of employment or on the termination of the Plan, including any benefit paid to a Spouse as a result of a marriage breakdown and excluding any amount derived from the Member's Additional Voluntary Contributions, shall not exceed the lesser of: (a) $1,715 multiplied by the number of years of pensionable service not exceeding 35 years; and (b) an amount which is the product of: (i) 2% per year of pensionable service not exceeding 35 years; and (ii) the average of the best three consecutive years of remuneration paid to the Member by the Participating Company; or such greater amount as may be permitted by Revenue Canada, Taxation except that the above prohibition will not apply to annual pensions of S300 or less per year of pensionable service. For the purposes of this Section, pensionable service shall only include service to the extent permitted under the rules of Revenue Canada, Taxation. The maximum pension herein set out shall apply to the total of all pensions payable to a Member or former Member in respect of all plans or prior plans of the Participating Companies. The commuted value of the benefit payable at retirement, termination of employment or termination of the Plan shall not exceed the value of the maximum benefit calculated above payable at the earliest of attainment of age 60 or Normal Retirement Date as a single life annuity guaranteed for 10 years or a 60% joint and survivor annuity, whichever is applicable. 10.02 Maximum Pension Notwithstanding any other provisions of the Plan, the pension payable to a Member upon retirement (excluding any amount derived from Additional Voluntary Contributions) shall not exceed an amount that is equal to: (a) the total number of the Member's years of participation in the Plan or the Employees' Pension Plan, the Employees' Contributory Pension Plan, the Profit Sharing Retirement Plan or the Salaried Employees' Pension Plan multiplied by; (b) 1.1% of the Member's annual rate of Compensation as of the first day of January in the year of death, termination or retirement, whichever first occurs, up to the Year's Maximum Pensionable Earnings applicable in that year and 1.6% of such annual rate of Compensation in excess of such Year's Maximum Pensionable Earnings. ARTICLE 11 FUNDING 11.01 Pension Fund Robin Hood shall establish and maintain a Pension Fund pursuant to a Funding Agreement with a Funding Agent for the purpose of funding the benefits under this Plan. All contributions shall be deposited into the Pension Fund. 11.02 Amendment of Funding Agreement and Change of Funding Agent Robin Hood reserves the right to amend or revoke the Funding Agreement and to remove the Funding Agent and appoint an additional and/or a successor Funding Agent, in accordance with the provisions thereof, as it may deem appropriate. 11.03 Member Contributions Except as permitted under Section 11.04 and 11.05, a Member shall not be required or permitted to make contributions to the Plan. 11.04 Additional Voluntary Contributions Each Member may make Additional Voluntary Contributions to the Plan for the purpose of increasing the Member's retirement income under the Plan subject to the limitations imposed under the Income Tax Act of Canada and the rules and regulations of Revenue Canada, Taxation. 11.05 Special Contributions by Member Subject to such rules as Robin Hood may prescribe, a Member may elect to purchase additional Credited Service and deemed Compensation in respect of any period of Continuous Service prior to January 1, 1990 during which the Member was eligible to become a member of the Salaried Employees' Pension Plan but did not do so. To purchase such Credited Service the Member shall make a lump sum Special Contribution which is the Actuarial Equivalent, at the time of the contribution of the additional benefit to be provided in respect of such period of Continuous Service. Upon payment of the Special Contribution the Member shall: (a) be granted Credited Service for the period of Continuous Service in respect of which the Special Contribution is made; and (b) be deemed to have received as Compensation, during the period of Continuous Service in respect of which the Special Contribution is made, all those amounts which would have been recognized as compensation of the Member for the purposes of the Salaried Employees' Pension Plan if the Member had been a member of the Salaried Employees' Pension Plan during such period of Continuous Service. 11.06 Participating Company Contributions Each Participating Company shall contribute an amount, as determined by the Actuary, which, taking into account the assets of the Pension Fund, is sufficient to fund the benefits accruing to Members employed by such Participating Company for service during the current year, but not exceeding the amount that such Participating Company can claim as a deduction from income under the Income Tax Act of Canada. Such Participating Company contributions, if any, shall be paid into the Pension Fund in monthly installments, within 30 days after the end of the month for which the contributions are payable. Each Participating Company shall also make equal monthly contributions throughout the fiscal year of the Plan, if any are required, to amortize any unfunded liability or solvency deficiency arising in respect of service by Members with that Participating Company, all as in accordance with the Act. 11.07 Investment of Pension Fund The Pension Fund shall be invested or loaned so as to comply with the Act and any other applicable laws, rules or regulations promulgated by any governmental authority having jurisdiction over the Pension Fund or Plan. 11.08 Payment from Pension Fund All benefits payable under the Plan shall be payable only from the Pension Fund however, Robin Hood, in its sole discretion and so long as such action would not result in the Plan ceasing to be approved or registered under the Income Tax Act of Canada or the Act, require the Funding Agent to withdraw from the Pension Fund such amount as may be required to purchase, from a company licensed to provide annuities in Canada selected by Robin Hood, annuity benefits of equal amounts and payable under the same conditions as the retirement pension or deferred pension to which a Member or former Member is entitled and to apply the monies so withdrawn for said purposes. 11.09 Sole Liability of Pension Fund Assets Any Member, former Member or other person having any claim under the Plan must look solely to the assets of the Pension Fund for such benefit. In no event will Robin Hood, any Participating Company or any of their directors or officers, be liable, in their individual or other capacities, to any person under the provisions of the Plan, or under the Funding Agreement. 11.10 Use of Surplus Any excess of assets over the liabilities of the Plan arising at any time or any portion thereof, as determined by the Actuary, may be applied for any purpose as Robin Hood may direct and applicable legislation and authorities may allow; or Robin Hood may receive on an ongoing basis, upon application to and prior approval of the applicable regulatory authorities, any portion of such surplus that may be refunded under applicable legislation or regulations. 11.11 Refund of Over-Contributions and Payments in Error Subject to any required prior approval of the appropriate authorities, any overpayment by a Participating Company in excess of the amount, if any, required to be contributed under Section 11.06 or payments made by a Participating Company that should have been paid out of the Pension Fund may be returned to the Participating Company out of the Pension Fund as directed by Robin Hood. ARTICLE 12 MARRIAGE BREAKDOWN 12.01 Pension Credit Splitting When a certified copy of a court order from a court of competent jurisdiction or a valid domestic agreement has been filed With Robin Hood requiring division of a Member's or former Member's benefits under this Plan due to marriage breakdown, such division shall be made in accordance with the order or contract, as determined by Robin Hood and subject to any requirements prescribed under the Act. Any necessary adjustments resulting from such division shall be made to the Member's or former Member's benefit entitlement under the Plan. 12.02 Maximum Pension Payable At the time of a division pursuant to Section 12.01, the value of the portion of the Member's benefits allocated to the Member or former Member and the portion of the Member's benefits allocated to the Spouse pursuant to Section 12.01 shall not be greater than the total value of the Member's benefits accrued to that date and the portion of the Member's benefit allocated to the Spouse shall not exceed 50% of the Member's benefit calculated in the prescribed manner. 12.03 Assigned Pension Not Subject to Subsequent Spousal Rights A pension payable to a former Spouse as a result of an assignment pursuant to Section 12.01 is not subject to the requirements of Section 8.02. Any pre-retirement death benefit determined pursuant to Section 9.02 arising from the entitlement of the former Spouse shall be paid to the Beneficiary of the former Spouse or, if there is no Beneficiary, then to the estate of the former Spouse in a lump sum. ARTICLE 13 ADMINISTRATION 13.01 Administrator Robin Hood shall administer the Plan and be responsible for carrying out the provisions of the Plan. Robin Hood shall have all powers necessary to properly administer the Plan, including, but not limited to, the right: (a) to interpret and construe the Plan; and (b) to determine all questions of eligibility and of status and rights hereunder; and (c) to determine the amount of benefits payable to any person in accordance with the provisions of the Plan; and (d) to take or cause to be taken such action as in its judgment it shall deem advisable or necessary to carry out the provisions of the Plan; and (e) in general to decide any dispute arising hereunder, other than one involving the rights, duties, or responsibility of the Funding Agent. Robin Hood may adopt such rules and regulations as it deems desirable for the conduct of its affairs and for the administration of the Plan. Robin Hood may authorize one or more of its officers or agents to sign on its behalf any instructions to the Funding Agent. 13.02 Actuarial Procedure and Assumptions Robin Hood shall from time to time appoint an Actuary, to serve at the pleasure of Robin Hood, who shall act as technical advisor to it in all matters in connection with the Plan requiring actuarial computations and valuations. Robin Hood shall from time to time, upon the advice of the Actuary, adopt such rate of interest and mortality, service and other tables as may be required in connection with the administration of the Plan whether in connection with computations of benefits, contributions by Participating Companies, or otherwise. On the basis of such tables as Robin may adopt, the Actuary shall make a triennial valuation of the assets and liabilities of the Plan and such intermediate valuations as Robin Hood shall direct. 13.03 Administration Expenses Any expenses incurred by Robin Hood in administering the Plan and Pension Fund including but not limited to the fees and other expenses and charges of any Actuary, auditor or agent employed by Robin Hood in connection with the Plan's and Pension Fund's administration, shall be paid from the Pension Fund, provided, however, that such expenditures and expenses if incurred in connection with the Profit Sharing Retirement Plan shall be paid as that Plan provides; and provided further that any Participating Company may, in its sole discretion, pay to or reimburse Robin Hood for such expenditures and expenses. 13.04 Limitation of Liability No Participating Company, or any director, officer or employee of a Participating Company, shall incur any liability to anyone for any act or omission or other matter regarding this Plan or its administration except for willful misconduct or lack of good faith. Robin Hood may rely and act upon the basis of information furnished to it by any Participating Company or the Funding Agent or any Actuary, auditor or agent appointed by it without further inquiry and without liability to anyone. 13.05 Fiscal Year The fiscal year of the Plan and Pension Fund shall end on the 31st day of December in each year. ARTICLE 14 FUTURE OF THE PLAN 14.01 Power to Amend Robin Hood expects and intends to maintain this Plan in force indefinitely but necessarily reserves the right to amend or discontinue the Plan, either in whole or in part, at any time or times, subject always to the administrative rules and regulations of Revenue Canada, Taxation, the Income Tax Act of Canada and the provisions of the Act. Without limiting the generality of the foregoing, such right to amend shall include the right to merge the Plan with another pension plan or plans, to divide the Plan or to convert it to a money purchase pension plan. 14.02 No Reduction in Benefits No amendment to the Plan shall operate to reduce the amount or the value of the benefits which have accrued to Members or former Members prior to the date of such amendment. In the event of the termination of the Plan, Robin Hood and any Participating Company shall not be obligated to make any further contributions to the Plan with respect to service after the date of such termination of the Plan except as required by the Act. 14.03 Application of Assets on Termination If the Plan is terminated or otherwise discontinued, the assets in the Pension Fund, after providing for the expenses of the Plan attributable thereto, shall be applied, to the extent sufficient, to provide for the accrued benefits of Members, former Members entitled to a deferred vested pension, retired Members, Spouses and other Beneficiaries as determined by Robin Hood, on the advice of the Actuary and subject to the requirements of the Act. Subject to the funding requirements of the Act, if the assets of the Pension Fund are insufficient to fully provide for all accrued benefits then they shall be applied to provide benefits for Members, former Members entitled to a deferred vested pension, retired Members, Spouses, and other beneficiaries on a pro rata basis in accordance with their respective interests in the Plan as determined by Robin Hood, on the advice of the Actuary and in a manner which meets the requirements of the Act. Any excess assets remaining after the satisfaction of all accrued benefits as set out above shall be returned to the Participating Companies to which such excess is attributable. Any distribution of funds will be conditional upon the prior approval of the applicable regulatory authorities. 14.04 Partial Termination of the Plan If a part of the Plan is terminated a portion of the Pension Fund shall be allocated to that part of the Plan which is being terminated. The portion of the Pension Fund to be allocated shall be determined by Robin Hood in an equitable manner on the advice of the Actuary subject to the Act. Such portion of the Pension Fund shall be applied in accordance with the provisions of Section 14.03 for the benefit of Members, former Members entitled to a deferred vested pension, retired Members, Spouses and other Beneficiaries affected by the partial termination. Any part of such portion remaining after the satisfaction of all accrued benefits of all persons affected by the partial termination may be paid to the applicable Participating Companies or applied as such Participating Companies may otherwise direct. Any distribution will be conditional upon the prior approval of the applicable regulatory authorities. 14.05 Provision of Benefits The benefits determined in accordance with the provisions of Section 14.03 or 14.04 may be provided through the purchase of annuity contracts from a company licensed to provide annuities in Canada, or by the transfer of benefits to which the respective Members and former Members are entitled to the pension plans of subsequent employers or to registered retirement savings plans or by the continuation of the Pension Fund or by the payment of cash refunds, all as determined by Robin Hood, subject to the requirements of the Act. 14.06 Withdrawal of Participating Company Robin Hood may at any time determine that any Participating Company shall withdraw from the Plan, or any Participating Company may determine that it shall so withdraw, and upon any such determination the participation of that Participating Company in the Plan shall be terminated. Any such withdrawal shall be accomplished in accordance with the provisions of this Article and the Act. 14.07 Balance of Participating Companies If the Plan is terminated in respect of one or more Participating Companies but is continued in respect of one or more Participating Companies, the portion of the Pension Fund to be allocated to such withdrawing Participating Company(s) shall be determined by the Actuary in an equitable manner in accordance with the Act and only that portion of the Pension Fund which is allocated to the withdrawing Participating Company or Participating Companies shall be distributed in accordance with the provisions of this Article subject to the Act and any other applicable legislation. 14.08 Addition of New Groups of Employees If, because of acquisition, expansion or other reason, a group of persons becomes employed by a Participating Company, this Plan will not be extended to such persons unless so declared by resolution of the Board of Directors of Robin Hood. 14.09 Method of Adopting Plan If so authorized by Robin Hood, any Subsidiary of International may, for the benefit of its eligible employees, become a Participating Company under the Plan by the adoption of a resolution by its Board of Directors to that effect. Robin Hood may limit participation to one or more divisions or classes of employees of any Participating Company or may exclude one or more divisions or classes of employees from participation in the Plan and in either such event only those persons employed by any division or in any class of employees of such Participating Company covered by Robin Hood's designation shall be deemed for purposes of the Plan to be eligible Employees of such Participating Company. ARTICLE 15 MISCELLANEOUS PROVISIONS 15.01 General Limitations on Benefits All benefits under the Plan shall be paid solely from the Pension Fund provided that, insofar as any such benefits may be payable pursuant to the Profit Sharing Retirement Plan, the same shall be paid or provided for from the trust funds established and maintained pursuant to the said Profit Sharing Retirement Plan and neither the Funding Agent, Robin Hood, nor any Participating Company guarantees the Pension Fund or such trust funds or any Member or Beneficiary against losses or depreciation or guarantees the payment of any benefit hereunder. 15.02 Non Alienation of Benefits No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, commutation, surrender, assignment, pledge, encumbrance or charge, and any attempt so to do shall be void, except as specifically provided in the Plan or by law. Except as required under the Act no benefit shall be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such benefit. 15.03 Legal Incapacity Distribution to a minor or person under legal disability may be made either (i) directly to said person; (ii) to either one or both of such person's parents; (iii) to the Spouse or any relative of such person; (iv) to the legal guardian or conservator of said person; or (v) by expending the same for the maintenance, support or education of said person, as directed by the legally authorized representative of said person. The receipt of a person receiving payment as hereby authorized shall constitute a full and complete discharge of the Pension Fund, Robin Hood and of the Funding Agent for such payment. 15.04 Information by Participating Companies Each Participating Company shall supply promptly to Robin Hood full, complete and timely information on all matters relating to the name, compensation, age, sex, service, retirement, death or other termination of employment of all Members in its employ and such other information as Robin Hood may deem necessary for it to fulfil its duties hereunder. For convenience of administration, Robin Hood may furnish and certify such information both on behalf of itself and any or all other Participating Companies. 15.05 Rights of Members The adoption and maintenance of the Plan shall not be deemed to constitute a contract between any Participating Company and any Employee or to be a consideration for, or an inducement or condition of, the employment of any person. Nothing in the Plan shall be deemed to give any Employee the right to be retained in the employ of any Participating Company or to interfere with the right of any Participating Company to discharge any Employee at any time without regard to the effect such discharge might have upon the Employee as a Member of the Plan. 15.06 Small Pensions If the annual amount of pension payable to a former Member or retired Member at the Member's Normal Retirement Date is less than 2% of the Year's Maximum Pensionable Earnings in the year that such Member terminates employment or retires, or such other amount as may be permitted by legislation applicable to the Member, Robin Hood may direct that the pension be paid in quarterly, semi-annual or annual installments or that the commuted value of the pension be paid in a single lump sum. 15.07 Legal Construction The Plan shall be governed by, construed and administered in all respects in accordance with the laws of Ontario. 15.08 Headings The division of this Plan into Articles and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan. 15.09 Gender Words importing the singular include the plural and vice-versa; words importing the masculine gender include the feminine and neuter genders. EXECUTIVE EMPLOYEES' PENSION PLAN OF ROBIN HOOD MULTIFOODS INC. AMENDMENT No. 1 WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin Hood") maintains the Executive Employees' Pension Plan of Robin Hood Multifoods Inc. (hereinafter referred to as the "Plan"); and WHEREAS Robin Hood has reserved the right to amend the Plan from time to time; and WHEREAS Robin Hood wishes to amend the Plan to improve the benefit formula; RESOLVED THAT, effective January 1,1992 and subject to the approval of the Pension Commission of Ontario and Revenue Canada, Taxation: 1. Section 6.01 of the Plan is amended to read as follows: 6.01 Normal Retirement Pension The annual retirement pension of a Member retiring on the Member's Normal Retirement Date shall be equal to the sum of: (a) for each calendar year during which the Member was a Member: (i) 1% of the Member's Compensation for that year not in excess of the Year's Maximum Pensionable Earnings for that year; and (ii) 2% of the Member's Compensation for that year in excess of the Year's Maximum Pensionable Earnings for that year; and (b) in the case of an Employee who was a Member on December 31,1991 and was actively employed on January 1, 1992 or retired on that date, or was on a leave of absence on January 1, 1992 approved by Robin Hood, an additional annual pension benefit equal to the excess, if any, of the Member's 1992 Improved Pension Benefit over the Member's 1992 Accrued Pension Benefit, where 1992 Improved Pension Benefit and 1992 Accrued Pension Benefit are determined as follows: 1992 Improved Pension Benefit is equal to the product of: (A) 1.2% of the first $32,000 of the Member's annual rate of Compensation on January 1,1992 plus 1.8% of the remainder, if any, of such annual rate of Compensation; and (B) the Member's Credited Service plus the Member's continuous period of service prior to January 1, 1992 in years including a fraction of a year, during which the Member was a member of or a participant in the Salaried Employees' Pension Plan, the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan, and excluding, in the case of a Member who was a member of the Profit Sharing Retirement Plan and who did not elect to transfer the Member's Company Contribution Account to the Pension Fund, the continuous period of service during which the Member was a member of the Profit Sharing Retirement Plan; and 1992 Accrued Pension Benefit is equal to the pension benefit accrued by the Member to December 31, 1991, under the provisions of this Section 6.01 excluding this Section 6.01 (b) and including any pension benefits accrued under the Salaried Employees' Pension Plan, the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan and this Plan. 2. Section 10.02(b) of the Plan is amended with respect to retirements or terminations of employment occurring on and after January 1, 1992 to read as follows: (b) 1.2% of the Member's annual rate of Compensation as of the first day of January in the year of death, termination or retirement, whichever first occurs, up to the Year's Maximum Pensionable Earnings applicable in that year and 1.8% of such annual rate of Compensation in excess of such Year's Maximum Pensionable Earnings. 3. Any Officer or Director of Robin Hood is hereby directed and authorized to take such further action and sign and execute, whether under corporate seal of Robin Hood or otherwise, all documents, instruments and agreements, as may be necessary or desirable to give effect to the foregoing including the adoption of such minor changes as may be required to ensure acceptance by the regulatory authorities. Certified to be a true copy of resolutions duly adopted by the Board of Directors of Robin Hood Multifoods Inc. on the 22nd day of July 1992, which resolutions are still in full force and effect. Dated this 24th day of July, 1992. /s/ Allan C. Turner Secretary EXECUTIVE EMPLOYEES' PENSION PLAN OF ROBIN HOOD MULTIFOODS INC. AMENDMENT No. 2 WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin Hood") maintains the Executive Employees' Pension Plan of Robin Hood Multifoods Inc. (hereinafter referred to as the "Plan"); and WHEREAS Robin Hood has reserved the right to amend the Plan from time to time; and WHEREAS Robin Hood wishes to amend the Plan to comply with changes to the Income Tax Act; RESOLVED THAT, effective January 1, 1991 and subject to the approval of the Pension Commission of Ontario and Revenue Canada, Taxation: 1. Section 2.08 is amended by the addition of the following sentence. For the purposes of this Section "date of computation" means the beginning of the month in which the transfer is made or contributions are returned, as applicable. 2. Section 2.09 is amended to read as follows: "Credited Service" means service credited pursuant to Sections 4.02, 4.03, 4.04 and 4.05 3. Section 2.17 is amended by the addition of the following. and "former Member" means a person who is no longer an Employee but who is entitled to a deferred pension. 4. Section 2.28 is amended by the addition of the phrase, "at the relevant time", following the phrase "means a person of the opposite sex who". 5. Section 2.31 is amended by the addition of the phrase "based on the written certification of a medical practitioner" to the end of the first full paragraph. 6. The first sentence of the second paragraph of Section 4.01 is amended by substituting the phrase "during a leave for active service" for the phrase "during a leave to serve". 7. The following is added as Section 4.03 and the subsequent Sections in Article 4 (and references to such subsequent Sections in the Plan) are renumbered accordingly. 4.03 Service While On Pregnancy/Parental Leave If a Member takes a pregnancy leave or parental leave under the authority of the Employment Standards Act of Ontario or a pregnancy leave under the authority of other applicable employment standards legislation, the Member shall accrue Credited Service in respect of the period of the leave at the same rate as the Member was accruing Credited Service immediately prior to beginning the leave. 8. The first sentence of Section 14.03 is amended by the addition of the phrase, "Members shall be fully vested and" following the phrase, "If the Plan is terminated or otherwise discontinued". 9. The first sentence of Section 14.04 is amended by the addition of the phrase, "Members affected by the partial termination shall be fully vested and" following the phrase "If a part of the Plan is terminated". 10. Section 15.02 is amended by the addition of the phrase "or be given as security" following the phrase "pledge, encumbrance, or charge". FURTHER RESOLVED THAT, effective January 1,1992 and subject to the approval of the Pension Commission of Ontario and Revenue Canada, Taxation: 11. Section 2.31 is amended by substituting the phrase "based on the written certification of a medical doctor licensed to practice under the laws of a province of Canada" for the phrase "based on the written certification of a medical practitioner", as it appears at the end of the first full paragraph. l2. Section 4.02 is amended by the insertion of the following text after the first sentence: Notwithstanding the preceding provisions of this Section, Credited Service accrued by a Member after December 31, 1990 in respect of any period of reduced pay or no pay (other than a period of Total Disability) shall be subject to the prescribed compensation limitations under the regulations to the Income Tax Act of Canada. 13. Section 6.01(c) is amended to read as follows: (c) in the case of a Member who accrued Continuous Service while an Employee and who is actively employed by a Participating Company on January 1, 1992 or who retired on that date, or who was on a leave of absence on January 1, 1992, approved by Robin Hood, an additional annual pension benefit equal to the excess, if any, of the Member's 1992 Improved Pension Benefit over the Member's 1992 Accrued Pension Benefit, where 1992 Improved Pension Benefit and 1992 Accrued Pension Benefit are determined as follows; 1992 Improved Pension Benefit is equal to the product of: (A) 1.2% of the first $32,200 of the Member's annual rate of Compensation on January 1,1992 plus 1.8% of the remainder, if any, of such annual rate of Compensation; and (B) the Member's Credited Service accrued while an Employee plus (and to the extent that such service is not counted for similar purposes under another registered pension plan of Robin Hood) the Member's continuous period of service while an employee prior to January 1, 1992 in years including a fraction of a year, during which the Member was a member of or a participant in the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan, and excluding, in the case of a Member who was a member of the Profit Sharing Retirement Plan and who did not elect to transfer the Member's Company Contribution Account to the Pension Fund, the continuous period of service during which the Member was a member of the Profit Sharing Retirement Plan; and 1992 Accrued Pension Benefit is equal to the Pension Benefit accrued by the Member to December 31, 1991, under the provisions of Section 6.01(a) and (b) and including any pension benefits accrued under the Plan, and including any pension benefits accrued under the Employees' Pension Plan, the employees' Contributory Pension Plan or the Profit Sharing Retirement Plan (to the extent that a period of service while participating in such plan is included for purposes of (B) above). 14. The last sentence of Section 7.03 is amended to read as follows: The amount of the pension payable to the former Member in such instance shall be the Actuarial Equivalent of the deferred pension which would otherwise have been payable commencing at the Normal Retirement Date of the Member subject to the minimum reduction required under the Income Tax Act of Canada. However, if the former Member would have been eligible to elect early retirement under Section 5.02 at the time of termination of employment, the deferred pension shall be equal to the amount which would have been payable commencing at the Normal Retirement Date of the Member reduced pursuant to the applicable provision of Section 6.02. 15. Section 8.04(a) is amended by the substitution of the phrase "the Spouse of" for the phrase "a contingent annuitant named by" and by the substitution of the phrase "such Spouse" for the phrase "such contingent annuitant". 16. Section 8.05 (c) is amended by the substitution of the phrase "Spouse" for the phrase "contingent annuitant". 17. Section l0.01 is amended to read as follows: l0.01 Revenue Canada Maximum Pension Notwithstanding any other provision of this Plan, the annual lifetime pension payable to a Member or former Member under this Plan, including any benefit paid to a Spouse or former Spouse as a result of a marriage breakdown and excluding any amount derived from the Member's Additional Voluntary Contributions shall not, in the year of commencement, exceed the lesser of: (a) the defined benefit limit for the year of commencement; and (b) 2% of the Member's highest average compensation indexed to the year of commencement; multiplied by the Member's Credited Service. The above limitation shall not apply to annual pensions in respect of Credited Service prior to 1992 which do not exceed $300 per year of Credited Service. For the purposes of calculating the limitation in this Section, a Member shall not be considered to have more than 35 years of Credited Service in respect of periods prior to January 1, 1992. For the purposes of this Section "defined benefit limit" and "highest average compensation" shall have the meanings ascribed to the respective terms under the Income Tax Act of Canada and the regulations thereunder. The value of the pension payable at retirement in respect of Credited Service prior to January 1, 1992 shall not exceed the value of the maximum pension determined above, payable at the earliest of attainment of age 60 or Normal Retirement Date as a single life annuity guaranteed for 10 years or a 60% joint and survivor annuity, whichever is applicable. 18. Sections 11.04 is amended to read as follows: 11.04 Additional Voluntary Contributions Each Member may make Additional Voluntary Contributions to the Plan for the purpose of increasing the Member's retirement income under the Plan. Such contributions for a calendar year shall not exceed the lesser of: (a) 18% of the Member's Compensation in that year; and (b) the money purchase limit for the year; reduced by the Member's pension credit for the year in respect of the benefit determined by reference to Section 6.01. For the purposes of this Section "money purchase limit" and "pension credit" shall have the meanings ascribed to those terms under the Income Tax Act of Canada and the regulations thereunder. 19. Section 11.05 is amended by the addition of the following to the end of that Section. Any retirement pension arising from a period of Credited Service granted pursuant to this Section which falls in a calendar year in respect of which the Member did not accrue benefits under a registered pension plan or a deferred profit sharing plan shall not, in the year of commencement, exceed an annual amount equal to 2/3 of the defined benefit limit multiplied by the Credit Service granted for such period. For the purposes of this Section "defined benefit limit" shall have the meaning ascribed to that term under the Income Tax Act of Canada. 20. The first sentence of the second paragraph of Section 13.02 is amended to read as follows: Robin Hood shall from time to time, in consultation with the Actuary, adopt such tables, assumptions and methods as it deems appropriate for the purpose of computing benefits, commuted values, actuarial equivalence, contributions by Participating Companies, or otherwise, subject to the requirements of the Act. FURTHER RESOLVED THAT the appropriate Officers or Directors of Robin Hood are hereby directed and authorized to take such further action and sign and execute, whether under corporate seal of Robin Hood or otherwise, all documents, instruments and agreements, as may be necessary or desirable to give effect to the foregoing including, the adoption of such minor changes as may be required to ensure acceptance by the regulatory authorities. Certified to be a a true copy of resolutions duly adopted by the Board of Directors of Robin Hood Multifoods Inc. on the 22nd day of September 1993, which resolutions are still in full force and effect. Dated this 22nd day of September, 1993. /s/ Allan C. Turner Secretary EXECUTIVE EMPLOYEES' PENSION PLAN OF ROBIN HOOD MULTIFOODS INC. AMENDMENT No. 3 WHEREAS Robin Hood Multifoods Inc., (hereinafter referred to as "Robin Hood") maintains the Executive Employees' Pension Plan of Robin Hood Multifoods Inc. (hereinafter referred to as the "Plan"); and WHEREAS Robin Hood has reserved the right to amend the Plan from time to time; and WHEREAS Robin Hood wishes to amend the Plan to improve the benefit formula; RESOLVED THAT, effective January 1, 1994 and subject to the approval of the Pension Committee of Ontario and Revenue Canada, Taxation, Section 6.01(b) of the Plan is amended to read as follows: (b) in the case of a Member who accrued Continuous Service while an Employee and who is actively employed by a Participating Company on January 1, 1994 or who retired on that date, or who was on a leave of absence on January 1, 1994, approved by Robin Hood, an additional annual pension benefit equal to the excess, if any, of the Member's 1994 Improved Pension Benefit over the Member's 1994 Accrued Pension Benefit, where 1994 Improved Pension Benefit and 1994 Accrued Pension Benefit are determined as follows: 1994 Improved Pension Benefit is equal to the product of: (A) 1.2% of the first $34,400 of the Member's annual rate of Compensation on January 1, 1994 plus 1.8% of the remainder, if any, of such annual rate of Compensation; and (B) the Member's Credited Service accrued while an Employee plus (and to the extent that such service is not counted for similar purposes under another registered pension plan of Robin Hood) the Member's continuous period of service while an Employee prior to January 1, 1994 in years including a fraction of a year, during which the Member was a member of or a participant in the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan, and excluding, in the case of a Member who was a member of the Profit Sharing Retirement Plan and who did not elect to transfer the Member's Company Contribution Account to the Pension Fund, the continuous period of service during which the Member was a member of the Profit Sharing Retirement Plan; and 1994 Accrued Pension Benefit is equal to the pension benefit accrued by the Member to December 31, 1993, under the provisions of Section 6.01(a) and including any pension benefits accrued under the Plan, and including any pension benefits accrued under the Employees' Pension Plan, the Employees' Contributory Pension Plan or the Profit Sharing Retirement Plan (to the extent that a period of service while participating in such plan is included for purposes of (B) above). FURTHER RESOLVED THAT the appropriate Officers or Directors of Robin Hood are hereby directed and authorized to take such further action and sign and execute, whether under corporate seal of Robin Hood or otherwise, all documents, instruments and agreements, as may be necessary or desirable to give effect to the foregoing including the adoption of such minor changes as may be required to ensure acceptance by the regulatory authorities. Certified to be a true copy of resolutions duly adopted by the Board of Directors of Robin Hood Multifoods Inc. on the 12 day of May, 1994, which resolutions are still in full force and effect. Dated this 13 day of May, 1994. /s/ Allan C. Turner Secretary EXHIBIT 10.13 PENSION TRUST AGREEMENT THIS AGREEMENT made as of the 30th day of June, 1992 BETWEEN ROBIN HOOD MULTIFOODS INC. (herein referred to as the "Company") OF THE FIRST PART; - and - THE CANADA TRUST COMPANY (herein referred to as the "Trustee") OF THE SECOND PART; RECITALS 1. Whereas the Company has established a Pension Plan (the "Plan"), for the benefit of the employees described in the Plan (Executive Employees' Pension Plan, a copy of which is attached as Schedule "B"); 2. Whereas the Company is desirous that The Canada Trust Company be the trustee of the trust fund established under the Plan and the Trustee is willing to do so pursuant to the terms of this Agreement; NOW THEREFORE the Company and the Trustee agree as follows: INTERPRETATION 1. (a) The terms and phrases and all the expressions contained in the Plan shall have the same meaning in this Agreement unless in this Agreement there is something in the subject matter or context inconsistent therewith. (b) "Instructions" for the purposes of this Agreement shall mean: 1. instructions in writing signed by authorized individuals designated as such by the Company including without limitation investment managers or agents appointed by the Company; 2. telex or tested telex instructions of the Company including such telex instructions of investment managers or agents appointed by the Company; 3. such other forms of communication as from time to time may be agreed upon in writing by the Company and the Trustee which the Trustee believes in good faith to have been given by the Company or investment managers and agents designated to the Trustee by the Company or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Company may specify. "Instructs", "Instructed" or any variations thereof shall have a corresponding meaning. Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded. The Trustee shall act in accordance with Instructions and shall not be liable for any act or omission in respect of any Instruction except in the case of willful default, negligence, fraud, bad faith, willful misconduct, or reckless disregard of duties on the part of the Trustee. The Trustee in executing all Instructions will take relevant action in accordance with accepted industry practice and local settlement practices. ESTABLISHMENT AND ACCEPTANCE OF TRUST FUND 2. All contributions received by the Trustee pursuant to the provisions of the Plan together with any earnings, profits, increments and accruals arising therefrom, all amounts delivered to the Trustee from any prior trustee which are actually received by the Trustee less authorized payments therefrom shall constitute the "Trust Fund" hereby created and established. The Trustee hereby accepts the trusts herein set out and agrees to hold, invest, distribute and administer the Trust Fund pursuant to the provisions of this Agreement. RESPONSIBILITY OF TRUSTEE 3. The Trustee assumes no responsibility for the administration of the provisions of the Plan (other than the obligations of the Trustee expressly set forth in this Agreement), the collection of contributions required under the Plan or for the adequacy of the Trust Fund to meet and discharge all payments and liabilities under the Plan. TRUST FUNDS - INVESTMENT 4. In making investments, the Trustee shall not be restricted to securities or other property of the character authorized or required by applicable law from time to time for trust investments. Unless specifically Instructed otherwise, the Trustee shall invest and reinvest the principal and income of the Trust Fund solely in units of the Master Trust established by the Company for this Plan and other plans sponsored by the Company or its affiliates. POWERS OF TRUSTEE 5. The Trustee shall have the following powers and authority in the administration and investment of the Trust Fund, to be exercised in accordance with and subject to the provisions of this Agreement: (a) PURCHASE OF PROPERTY - To purchase, or subscribe for, any securities (including securities issued by the Trustee or its affiliates) or other property and to retain the same in trust. (b) SALE, EXCHANGE, CONVEYANCE AND TRANSFER Of PROPERTY - To sell, exchange, convey, transfer, or otherwise dispose of any securities or other property held by it, by private contract or at public auction. Except for the Company or its authorized representatives no person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition. (c) EXERCISE Of OWNER'S RIGHTS - To vote upon any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to all stocks, bonds, securities or other property held as part of the Trust Fund. (d) MORTGAGES - To renew or extend or participate in the renewal or extension of any mortgage, upon such terms as may be deemed advisable, and to agree to a reduction in the rate of interest on any mortgage or to any other modification or change in the terms of any mortgage or of any guarantee pertaining thereto, in any manner and to any extent that may be deemed advisable; to waive any default whether in the performance of any covenant or condition of any mortgage, or in the performance of any guarantee, or to enforce the rights in respect of any such default in such manner and to such extent as may be deemed advisable; to exercise and enforce any and all rights of foreclosure, to bid in property on sale or foreclosure, to take a conveyance in lieu of foreclosure with or without paying consideration therefor and in connection therewith to release the obligation on the covenant secured by such mortgage and to exercise and enforce in any action, suit, or proceeding at law or in equity any rights or remedies in respect to any such mortgage or guarantee. (e) OPTIONS AND FUTURES - To purchase or write options and to enter into future contracts. (f) REGISTRATION Of INVESTMENTS - To cause any securities or other property held as part of the Trust Fund to be registered in its own name as trustee, or in the name of one or more of its nominees as trustee, and to be represented by certificates which include securities of the same class and nature held for other accounts in which the Trustee acts in a fiduciary capacity; to hold any securities in bearer form; to hold securities of an issuer utilizing a book-based central depository system for which certificates are not issued provided that the books and records of the Trustee shall at all times show all such securities or the proportionate interest thereof that are part of the Trust Fund; and to deposit assets of the Trust Fund in the custody of another financial institution or depository authorized to act as a custodian according to the law of the jurisdiction in which such institution or depository is located provided that such assets shall be deemed to be held by the Trustee but may be registered in the name of such financial institution or depository as trustee or in the name of one or more of its nominees as trustee it being understood by both parties that the use of any other custodian shall not affect the Trustees' responsibilities to the Company under this Agreement. (g) BORROWING - To borrow (including the right to borrow from itself or any of its affiliates) or raise money for the purpose of the trust in such amount, and upon such terms and conditions, as the Trustee in its sole discretion shall deem advisable including, without limitation, the right to issue its promissory note as Trustee; provided that any such borrowing by the Trustee shall be made only in accordance with the provisions of the pension benefits legislation and the statutes, regulations, policies and administrative practices of the Department of National Revenue then applicable to the Plan. No person lending money to the Trustee shall be bound to see to the application of the money loaned or to inquire into the validity, expediency or propriety of any such borrowing. (h) RETENTION Of PROPERTY ACQUIRED AND CASH - To accept and retain for such time as it may deem advisable any securities or other property received or acquired by it as Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; to keep such portion of the Trust Fund in cash as the Trustee, from time to time, may deem to be in the best interests of the trust; and to retain such cash balances on deposit with the savings department of the Trustee or of its affiliates at such rate of interest as the Trustee may allow from time to time on the relevant class of deposit (without being liable to account for any profit resulting from the use of the cash balances while on deposit). (i) EXECUTION OF INSTRUMENTS - To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted. (j) SETTLEMENT OF CLAIMS AND DEBTS - To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Trust Fund, to commence or defend suits or legal or administrative proceedings, and to represent the Trust Fund in all suits and legal and administrative proceedings, provided that the Trustee shall not be obligated to do so unless it has first been indemnified by the Company to its satisfaction against any expenses or liabilities which it may incur as a result thereof. Provide the trustee is first indemnified to its satisfaction in no event shall the Trustee refuse to commence or defend suits and legal and administrative proceedings, the delay of which would prejudice the interests of the Trust Fund. (k) EMPLOYMENT OF AGENTS AND COUNSEL - To employ suitable agents and counsel (who may be counsel for the Company) and to pay their reasonable expenses and compensation. (l) POWER TO COMMINGLE - To consolidate for the purposes of investment the Trust Fund, or any part thereof, with any other trust funds for which the Trustee is trustee thereof into a single common fund, and to assign units thereof or the proportionate interests therein to the respective trust funds. (m) POWER TO DO ANY NECESSARY ACT - To do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein as the Trustee may deem necessary to administer the Trust Fund. (n) POWER TO APPOINT SUB-CUSTODIANS - The Trustee shall have the power to appoint sub-custodians where necessary to safekeep assets of the Trust Fund. All sub-custodians appointed by the Trustee shall be authorized to act as a sub-custodian of securities according to the laws of the country, province or state in which the sub-custodian operates. The Trustee agrees that it will use reasonable care in selection of its sub-custodians. Subject to the provisions of this subparagraph the Trustee agrees to assume liability to the Trust Fund or the Company for losses the Trust Fund or the Company suffers as a result of the failure of its sub-custodians to exercise reasonable care with respect to the safekeeping of assets of the Trust Fund. In all circumstances liability of the Trustee under this subparagraph shall be restricted to the extent of direct damages suffered by the Trust Fund or the Company to be determined based on the market value of the asset of the Trust Fund which is the subject of the loss at the date of discovery of such loss. Notwithstanding the acceptance of liability by the Trustee for losses suffered by the Trust Fund or the Company by the failure of the Trustee's sub-custodians to exercise reasonable care, the Trustee's liability to Trust Fund and the Company shall be limited to the amount of compensation and/or damages the Trustee is able to recover from the sub-custodian as a result of that sub-custodian's failure to exercise reasonable care. Neither the Trustee nor its sub-custodians accepts any liability for any losses to the Trust Fund which relate to the general risk of investing or holding assets in any particular country as a result of, but not limited to events such as nationalization, governmental expropriation, regulatory action, currency restrictions, devaluations and fluctuations or any condition interfering with the orderly execution of securities transactions. The Trustee shall not be liable for acts, omissions or defaults of any agent or broker which it or a sub-custodian has appointed unless the appointment was made negligently or in bad faith. Neither the Trustee nor its sub-custodian shall assume any liability for property not received by them. The powers granted to the Trustee under this provision shall be exercised by the Trustee in its discretion, except that the Company may at any time and from time to time, by Instruction to the Trustee, require the Trustee to exercise such powers as Instructed by the Company or any other person or persons authorized by the Company to give Instructions to the Trustee. The Trustee shall not be responsible for any loss which may result from the failure or refusal of the Company or any other person authorized by the Company to give any such required Instruction. PAYMENTS FROM THE TRUST FUND 6. Except as otherwise provided in this Agreement, the Trustee shall make payments from the Trust Fund only upon receipt of an Instruction from the Company directing such payment and, upon any such payments being made or specifically set aside for the payee, the amount thereof shall no longer constitute a part of the Trust Fund. The Trustee may appoint paying agents among which may be the Company at any place or places in Canada. Instructions of the Company need not specify the application to be made of the monies so requisitioned or ordered and the Trustee and any paying agent (other than the Company) shall be fully protected in making payments on the order of the Company (in the Company's capacity of paying agent or otherwise) in accordance therewith and charged with no responsibilities respecting the application of such monies for the administration of the Plan, nor for the determination that any person to whom payments are directed to be made is a person entitled to such payment. Each such Instruction shall constitute a certification to the Trustee that the payment of such monies is in accordance with the provisions of the Plan. The Trustee shall deduct from any monies requisitioned or ordered any amounts required to be withheld by reason of any law or regulation for payment of taxes or otherwise to the Government of Canada or any government of any province of Canada or any political subdivision of any province. ACCOUNTING 7. The Trustee shall keep accurate accounts of all investments, receipts and disbursements and other transactions in connection with the Trust Fund, and all records relating thereto shall be open to inspection and audit by any person designated by the Company provided reasonable notice is given to the Trustee. The Trustee shall furnish to the Company within 60 days following the close of each fiscal year of the Trust Fund or of such other period as may be agreed upon between the Trustee and the Company, and within 60 days after the removal or resignation of the Trustee or termination of the trust, a written statement of account setting forth all investments, receipts, disbursements and other transactions effected by it during such period. Upon the expiration of 90 days from the date of filing such statement, or upon the prior approval of the Company, the Trustee shall be forever relieved and discharged from liability or accountability to anyone as respects the propriety of its acts and transactions shown in any such statement except with respect to any such acts or transactions as to which the Company shall within such 90 day period file with the Trustee a written statement objecting thereto or with respect to any such acts or transactions in respect of which the Company cannot reasonably be expected to have been aware of any impropriety of the Trustee until ninety (90) days following the date when the Company can reasonably be expected to become aware of such impropriety. Notwithstanding the foregoing, the Trustee shall have the right to elect to have its accounts settled by judicial proceeding whether or not the Company has filed written objection to any account as hereinabove provided, and in the event of such election, only the Trustee and the Company shall be the necessary parties. RESPONSIBILITIES 8. (a) STANDARD OF CARE - The Trustee shall exercise the powers and duties conferred upon it by this Agreement and shall not be liable for the making, retention or sale of any investment or reinvestment nor for any loss to or diminution of the Trust Fund unless due to its own negligence, willful misconduct, or lack of good faith, or failure to perform its obligations under this Agreement. (b) CERTIFICATE OF INCUMBENCY - The Company shall from time to time file with the Trustee a certificate of incumbency setting forth the names of those persons who constitute the signing officers of the Company together with specimen signatures of such persons. The signing officers of the Company shall file with the Trustee a certificate setting forth the name of any party, including, without limitation an investment manager, authorized to give Instructions to the Trustee together with specimen signatures of such persons. the Trustee shall be entitled to rely upon the identification of the persons specified in such certificates as being authorized to act on behalf of the Company until a later certificate is delivered to the Trustee by the Company or its signing officers. For greater certainty the word "certificate" in this subparagraph shall include signature cards in such form as are accepted by the Trustee. (c) INDEMNITY - The Company (in addition to any right of indemnity given by law) shall indemnify the Trust Fund and the Trustee against any liability imposed as a result of a claim asserted by any person or persons where the Trustee has acted in good faith in reliance on any Instruction given by any person authorized by the Company. (d) COMPLIANCE WITH LAW - The Trustee is authorized to comply with any law, order or regulation now or hereafter in force which purports to impose on the Trustee a duty to take or refrain from taking any action under this Agreement and to permit authorized parties to have access to and the right on reasonable notice to examine and make copies of any records relating in any way to the Trust Fund. (e) CONFLICT OF INTEREST - The Trustee may, from time to time deal with securities of the same class and nature as may constitute the whole or part of the Trust Fund, or the underlying assets thereof, in its own behalf or on behalf of accounts it manages, or be affiliated with any party to whom or from whom such securities may be sold or purchased, or use in other capacities knowledge gained in its capacity hereunder without being liable in law or equity provided that such dealing or use of such knowledge is not prejudicial to the interests of the Trust Fund. (f) ADDITIONAL POWER - The Trustee may suspend or limit any purchase or sale of investments of the Trust Fund if required by applicable laws, regulations, regulatory bodies or other circumstances beyond the Trustee's control. (g) CORPORATE REPORTS - The Trustee shall have no obligation to provide the Company, or any other party, with any corporate reports, research material or any other material which it may receive as a registered holder of any security. (h) SERVICES - Except as expressly stated herein or as may be agreed upon in writing between the Company and the Trustee, the Trustee makes no representations or warranties express or implied regarding the services which it will provide. TRUSTEE'S COMPENSATION, EXPENSES AND TAXES 9. All expenses with respect to the operation or administration of the Plan or Trust Fund, including without limitation such fees or compensation to the Trustee as may be agreed upon in writing by the Company and the Trustee from time to time and which initially shall be as per Schedule "A" attached hereto, the reasonable expenses and compensation of agents and counsel,, and any expenses incurred by the Company in the administration of the Plan, shall be paid out of the Trust Fund unless paid directly by the Company, in which case the Company may be reimbursed therefore from the Trust Fund unless prohibited by applicable pension laws. The Trustee may estimate its fees for a calendar year and the amount so estimated shall be payable in equal periodic installments over that calendar year and the Trustee is authorized to debit such installments to the Trust Fund unless paid by the Company. If at the end of the calendar year the Trustee has been overpaid as a result of debiting the Trust Fund the Trustee shall refund the excess to the Trust fund. All taxes of whatever kind that may be levied or assessed under existing or future laws of any jurisdiction upon or in respect of this trust or the Trust Fund or any money, property or securities forming a part thereof, shall be paid from the Trust Fund. REMOVAL AND RESIGNATION 10. The Trustee may be removed as trustee of the Trust Fund by the Board of Directors of the Company at any time upon 60 days notice in writing to the Trustee. The Trustee may resign at any time upon 60 days notice in writing to the Company. The aforementioned notice periods may be waived or reduced by the mutual agreement of the Company and the Trustee. Upon such removal or resignation, the Board of Directors of the Company shall appoint and designate a successor trustee, and the Trustee after settlement of its accounts shall assign and transfer and pay over to such successor trustee the applicable assets, less any amounts constituting charges and expenses owing to the Trustee, whether in connection with the settlement of its account, or otherwise. Upon the earlier of the issuance of approval by the successor trustee that assets of the Trust Fund are in order and 60 days from the date of delivery of the assets of the Trust Fund and all records pertinent thereto, the Trustee shall be forever released and discharged from any liability or accountability as respects the propriety of its acts hereunder except in respect of such acts or transactions with respect to which the Company has filed with the Trustee a written objection. MERGER OR AMALGAMATION 11. Any corporation into which the Trustee may merge or with which it may be amalgamated, or any corporation resulting from any merger or amalgamation to which the Trustee may be a party, or any corporation to which all or substantially all the trust business of the Trustee may be transferred, shall be the successor of the Trustee hereunder, without the execution or filing of any instrument or the performance of any further act. MODIFICATION, AMENDMENTS 12. The Company reserves the right at any time by action of its Board of Directors and upon 30 days prior written notice to the Trustee to modify or amend, in whole or in part, any provisions of this Agreement; provided, however, that no modification or amendment which affects the rights, duties or responsibilities of the Trustee may be made without the Trustee's consent. The Company shall notify the Trustee of all amendments to the Plan filed with applicable pension regulatory authorities immediately upon their filing with the said authorities. USE OF TRUST FUND 13. Notwithstanding anything to the contrary contained herein, so long as the Plan is in force, at no time shall any part of the corpus or income of the Trust Fund (other than such part as is required to pay taxes and expenses of administration) be used for or diverted to purposes other than for the benefit of such persons and their estates as may be designated pursuant to the provisions of the Plan. In the event of termination of the trust, all assets then constituting the Trust Fund, less any amounts constituting charges and expenses payable from the Trust Fund, shall be applied in accordance with the Instructions of the Company, such direction shall be deemed to contain a certification that the Instruction is in conformity with the provisions of the Plan. All contributions made by the Company to the Trust Fund are made on a conditional basis only and are subject to repayment in whole or in part to the Company if it is determined by an actuary that overcontributions have been made, provided that all such repayments to the Company are made only with the consent of any regulatory authorities having jurisdiction over the Plan. Without limiting the generality of the foregoing, the Company shall have the right to direct that any excess assets remaining after all benefits have been provided for under the terms of the Plan may be paid to or at the direction of the Company and that excess assets may be paid from the Trust Fund, on an ongoing basis, subject to any required prior approval of the applicable regulatory authority. PAYMENT TO MINORS AND INCOMPETENTS 14. If any person entitled to receive any payment is at the time of such payment, a minor or is incompetent to receive such payment or to give a valid release therefor, the payment may be made to a legally appointed representative of the person to whom the payment is being made for the person's benefit without responsibility to follow the application of such payment. Any such payment shall be a payment for the account of such person and shall operate as a complete discharge of all liability therefor. Where there is no legal representative appointed for a person entitled to receive a benefit under the Plan the Company shall Instruct the Trustee to make payments in a manner it deems appropriate. EMPLOYEE'S RIGHTS 15. Nothing in this Agreement shall be construed to give any employee of the Company or any employee's beneficiary or legal representative any right, title or interest in or to any assets, profit, earnings or accretions to the Trust Fund. GOVERNING LAW 16. This Agreement shall be construed and enforced according to the laws of the Province of Ontario and all provisions hereof shall be administered according to the laws of said Province, except that such statutes, regulations and policies as may be applicable from time to time to the Plan shall govern matters relating to the administration of the Plan and the investment of the Trust Fund, and any actions, proceedings, or claims against the Trustee shall be commenced in the courts of the Province of Ontario. SEVERABILITY 17. If any term, condition or provision of this Agreement is determined to be void or unenforceable, in whole or in part, such determination shall not affect the validity of any other term, condition or provision or part thereof. NOTICES 18. Unless otherwise specified in this Agreement, all notices and communications with respect to matters contemplated by this Agreement shall be in writing and delivered by mail, postage pre-paid, telex, telecopier or other mutually agreed telecommunication methods to the following addresses (or to such other address as either party may from time to time designate by notice duly given in accordance with this paragraph). All manner of notices delivered by mail shall be deemed to have been given and received when delivered personally or on the fifth business day following the day when it was so mailed unless delivery by mail is likely to be delayed by strike or slowdown of postal workers in which case it shall be deemed to have been given when it would be delivered in the ordinary course of the mail allowing for such strike or slowdown. All other manner of notices shall be deemed to be received on the day such notice is received in the receiving party's telecommunication device unless such day is not a business day in which case receipt shall be deemed to be on the next business day. To Trustee: The Canada Trust Company Pension Trust Services 161 Bay Street Toronto, Ontario M5J 2T2 Telecopier: (416) 361-8669 To Company: Robin Hood Multifoods Inc. 60 Columbia Way Markham, Ontario L3R OC9 Attention: A. C. Turner, Secretary Treasurer Telecopier: (416) 940-9600 SUCCESSORS AND ASSIGNS 19. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF each of the parties hereto has caused this Agreement to be executed under its corporate seal and the hands of its proper officers duly authorized in that behalf on the date first above mentioned. ROBIN HOOD MULTIFOODS INC. /s/ J. McMillan J. McMillan - Vice President /s/ A. C. Turner A. C. Turner - Secretary Treasurer THE CANADA TRUST COMPANY /s/ Graeme Ozburn /s/ Kathleen Wells Approved as to Form and Content /s/ John Allison EXHIBIT 10.14 October 28, 1991 Mr. A. Harry Vis President Robin Hood Multifoods Markham, Ontario STRICTLY PERSONAL AND CONFIDENTIAL Dear Harry: In our agreement dated January 4, 1988 (copy attached), we outlined terms and conditions under which special lump sum retirement allowance would be paid to you. In that letter it was also agreed that if the Company instituted a policy or program to provide payment in excess of the amounts permitted to be paid from the Robin Hood Retirement Plan under Canadian pension law and regulation, then the present value of such an excess pension payment would be deducted from the special lump sum retirement allowance. It is our pleasure to inform you that effective November 19, 1988, the Company instituted a program to maintain the full amount of pension calculated in accordance with the Robin Hood Retirement Plan without regard to the maximum benefit rules imposed under Canadian income tax laws and regulations. Pursuant to that policy, supplemental retirement benefits will be paid to you in the same form and manner as provided under the Plan. In recognition of your valuable, loyal and devoted service, the Company agrees to provide to you a retiring allowance as outlined below. The retiring allowance will be paid in accordance with the terms of this letter provided you are willing, consistent with you age and health, to make yourself available to the Company in a consulting capacity at reasonable times after termination of your employment, and provided you agree not to engage in a competing business within Canada for a period of two years after termination of employment nor, at any time, to divulge or communicate to anyone confidential information of the Company. The value of the benefits to be provided under this Agreement and the non- contributory Executive Pension Plan of Robin Hood Multifoods Inc. (the "Plan") in the event of: - - - your retirement after age 60 with ten years of "credited service" (as defined in the Plan); - - - your death after retirement; - - - your death before retirement; or - - - your total and permanent disability before retirement; will be calculated in accordance with the Plan rules but without any restrictions on account of the maximum benefit rules imposed by Revenue Canada for payments from the Plan and with due consideration of the form and manner in which your benefits are settled under the Plan. It is intended that benefits payable under this Agreement will be paid in the same form and manner as are provided under the Plan. If your employment with the Company is terminated for cause, regardless of age and service, no retiring allowance will be paid to you under this Agreement. If your entitlement under the Plan is increased by means of a cost-of- living allowance, the retiring allowance payable under this Agreement will be increased at the same rate. Voluntary or involuntary termination of employment arising from a change in control of the parent company of this Company will require this Company to pay to you in a lump sum the present value of the benefit that would have been paid under this Agreement at your retirement. "Change in Control of Multifoods" shall mean any one of the following: a) A merger or consolidation to which Multifoods is a party if, following the effective date of such merger or consolidation, the individuals and entities who were stockholders of Multifoods prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1924 ["Exchange Act"]) of less than fifty percent (50%) of the combined voting power of the surviving corporation following the effective date of such merger or consolidation. provided further, however, that in addition to (and not in limitation of) the foregoing event which constitutes a "Change in Control of Multifoods," a "Change in Control" of the Company shall be deemed to have occurred if: b) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act", directly or indirectly, of securities of Multifoods representing twenty percent (20%) or more of the combined voting power of the then-outstanding securities of Multifoods; or c) any "person" (as that term is used in the Exchange Act and Regulations promulgated by the Securities and Exchange Commission) is or becomes, through or pursuant to a "tender offer," as that term is used in the Exchange Act and Regulations promulgated the Securities and Exchange Commission thereunder, the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Multifoods representing ten percent (10%) or more of the combined voting power of the then-outstanding securities of Multifoods; or d) individuals who shall qualify as Continuing Directors shall have ceased for any reason to constitute at least a majority of the Board of Directors of Multifoods. For purposes of this subparagraph (d), the term "Continuing Director" shall mean (i) any member of such Board of Directors who shall not be affiliated with an Acquiring Person and who shall have been a member of such Board of Directors immediately prior to the time when such Acquiring Person shall have become an Acquiring Person and (ii) any successor to a Continuing Director who shall not be affiliated with such Acquiring Person and who shall be recommended to succeed a Continuing Director or to fill a vacancy on the Board of Directors resulting from an increase in the number of Directors by a majority of the Continuing Directors who shall then be members of such Board of Directors. For purposes of this subparagraph (d), the term "acquiring Person" shall mean any person referred to in subparagraphs (b) or (c) above; or e) all or substantially all of the assets of Multifoods are acquired or divested. Calculation of the amount payable will be made by a qualified actuary who has had no prior relationship with this Company, its parent company or a person of a corporation acquiring control the parent company. For purposes of determining the lump sum, the interest rate assumption to be used will be as follows: a) for the first fifteen (15) years, the long-term Government of Canada bond rate ([CANSIM]) series B14013) most recently published by the Bank of Canada, and b) thereafter at six percent (6%) per annum. The lump sum is payable within thirty (30) days of termination of employment. The Company reserves the right to amend or terminate this Agreement provided that no such amendment or termination shall have the effect of reducing any benefit accrued to you under the express terms of this Agreement at the date such amendment or termination is effected. The benefits conferred by this Agreement are in addition to Company programs and benefits currently in force in the event of your retirement or death. They are not in any way to be construed as a substitute for current compensation and do not confer any rights to continue in employment with the Company. Please acknowledge receipt and acceptance of this agreement by signing and returning to me the attached copy of the Agreement. Yours truly, /s/ Paul J. Quinn, Jr. PJQ/lla Attachment Agreed and Accepted by: /s/ A. H. Vis 1/17/92 Name Date EX-11 4 2/28/94 FORM 10-K EXHIBIT 11 Exhibit 11 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Schedule of Computation of Earnings Per Common Share (dollars in thousands, except per share amounts)
Years Ended February 28, February 28, February 29, February 28, February 28, 1994 1993 1992 1991 1990 Average shares of common stock outstanding 18,910,748 19,281,578 19,493,251 19,363,947 19,273,401 Common stock equivalents 104,338 245,973 386,992 534,006 88,122 Total common stock and equivalents assuming full dilution 19,015,086 19,527,551 19,880,243 19,897,953 19,361,523 Earnings (loss) before cumulative effect of accounting change $(13,438) $41,210 $ 39,100 $35,161 $25,309 Less dividends on preferred stock 174 180 184 188 188 Earnings (loss) before cumulative effect of accounting change applicable to common stock $(13,612) $41,030 $ 38,916 $34,973 $25,121 Cumulative effect of accounting change, net of taxes $ - $ - $(17,133) $ - $ - Earnings (loss) per share of common stock: Primary Before cumulative effect of accounting change $ (.72) $ 2.13 $ 2.00 $ 1.81 $ 1.30 Cumulative effect of accounting change, net of taxes - - (.88) - - $ (.72) $ 2.13 $ 1.12 $ 1.81 $ 1.30 Fully diluted Before cumulative effect of accounting change $ (.72) $ 2.10 $ 1.96 $ 1.76 $ 1.30 Cumulative effect of accounting change, net of taxes - - (.86) - - $ (.72) $ 2.10 $ 1.10 $ 1.76 $ 1.30
Primary earnings per share have been computed by dividing net earnings, after deduction of preferred stock dividends, by the weighted average number of shares of common stock outstanding during the year. Common stock options and other common stock equivalents have not entered into the primary earnings per share computations since their effect is not significant. Fully diluted earnings per share have been computed assuming issuance of all shares for stock options deemed to be common stock equivalents, using the treasury stock method. EX-12 5 2/28/94 FORM 10-K EXHIBIT 12 Exhibit 12 INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (dollars in thousands)
Years Ended February 28, February 28, February 29, February 28, February 28, 1994 1993 1992 1991 1990 Earnings (loss) before income taxes and cumulative effect of accounting change (1) $(12,717) $64,331 $ 69,477 $66,227 $44,667 Plus: Fixed charges (2) 22,604 24,550 32,228 34,681 39,803 Less: Capitalized interest (746) (1,144) (1,294) (2,132) (1,353) Earnings available to cover fixed charges $ 9,141 $87,737 $100,411 $98,776 $83,117 Ratio of earnings to fixed charges(3) .40 3.57 3.12 2.85 2.09
(1) Earnings (loss) before income taxes have been adjusted to reflect income received (but not undistributed amounts) from less-than-fifty-percent- owned persons. Earnings (loss) before income taxes have also been adjusted to exclude losses from less-than-fifty-percent-owned persons. (2) Fixed charges consist of the following:
Years Ended February 28, February 28, February 29, February 28, February 28, 1994 1993 1992 1991 1990 Interest expense, gross $13,181 $14,592 $21,573 $24,459 $29,805 Rentals (1/3) 9,423 9,958 10,655 10,222 9,998 Total $22,604 $24,550 $32,228 $34,681 $39,803
(3) For the year ended February 28, 1994, earnings are inadequate to cover fixed charges. The resulting deficiency is $13,463 for fiscal 1994. The deficiency is the result of unusual items which are described in Note 4 to the consolidated financial statements. Exclusive of these unusual items, the ratio of earnings to fixed charges would have been 3.50 for the year ended February 28, 1994. EX-13 6 2/28/94 FORM 10-K EXHIBIT 13 EXHIBIT 13 Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Overview Fiscal 1994 net earnings were $35.5 million, or $1.86 per share, excluding unusual items, compared to net earnings of $41.2 million, or $2.13 per share, in fiscal 1993. The Company incurred a net loss of $13.4 million, or $.72 per share, in fiscal 1994 after unusual items. The unusual items, which totaled $48.9 million after tax, or $2.58 per share, reflect the Company's decision to focus on value- building strategies for its Bakery Products and Specialty Foodservice Distribution businesses. Included in unusual items were the disposition of certain underperforming assets and an investment in an unconsolidated affiliate, the write-downs to expected realizable value of the Meats business net assets and a separate investment in an unconsolidated affiliate, and the reorganization of remaining operations. Reorganization activities included the consolidation and closing of certain U.S. and Canadian facilities, plant rationalization, and organizational changes. The reorganization activities are expected to be substantially completed in fiscal 1995 and are expected to provide annualized pre-tax benefits up to $10 million during the next two fiscal years. The Company has signed definitive agreements to sell the Frozen Specialty Foods and Meats businesses, which are expected to close in the first half of fiscal 1995. The Frozen Specialty Foods transaction will result in a gain. Segment Results Net sales and segment results are summarized in Note 18 on page 35. Fiscal 1994 compared with fiscal 1993. Consolidated net sales were even with a year ago, while total segment earnings before unusual items declined 10% to $68.8 million compared to $76.6 million a year ago. In fiscal 1994, the segments lost $1.2 million--including $70 million of unusual items. NET SALES (Graphic material ommitted) (in billions) 1992 1993 1994 U.S. Foodservice $1.61 $1.67 $1.67 Canadian Foods .26 .29 .29 Venezuelan Foods .24 .26 .26 Total net sales $2.11* $2.22 $2.22 *Excludes North American agribusinesses divested in fiscal 1992. SEGMENT EARNINGS** (Graphic material ommitted) (in millions) 1992 1993 1994 U.S. Foodservice $32.9 $33.9 $31.0 Canadian Foods 22.6 18.2 16.4 Venezuelan Foods 22.7 24.5 21.4 Total Segement Earnings Before Unusuals $78.2*** $76.6 $68.8 **Before unusual charges of $70 million in fiscal 1994 and $33.9 million in fiscal 1992. ***Excludes North American agribusinesses divested in fiscal 1992. U.S. Foodservice sales were $1.67 billion, up slightly compared with a year ago. Higher volumes were achieved in U.S. bakery, surimi and export products, as well as pizza and Mexican restaurant distribution. However, sales were impacted by the divestiture during the year of a regional bakery distribution business and the volume loss of a major vending distribution customer. This volume loss contributed to an overall decline in sales and unit volume in vending distribution. U.S. Foodservice segment earnings before unusual items declined 9% to $31 million compared to $33.9 million in fiscal 1993. The earnings decline resulted from a significant decrease in earnings of Specialty Foodservice Distribution, which experienced lower vending distribution sales, and lower margins resulting from pricing pressures in a very competitive marketplace. Prepared Foods earnings were markedly improved as the surimi seafood business benefited from more favorable raw material costs and higher volumes. U.S. bakery margins were lowered by rising wheat costs that affected the cost of flour, a primary ingredient. The higher costs could not be fully recovered in the marketplace. Unusual items totaling $48.2 million in U.S. Foodservice segment results included losses associated with the write-down of the Meats business net assets and the disposition of a regional bakery distribution business, the closing of certain U.S. bakery facilities, and organizational changes--primarily in Specialty Foodservice Distribution. As a result of the unusual items, the segment lost $17.2 million in fiscal 1994. Canadian Foods sales decreased 3% to $286.9 million as a result of a 6% decline in the average exchange rate. Overall, unit volumes improved with a 3% increase in bakery products and a 1% increase in consumer products. Segment earnings before unusual items declined 10% to $16.4 million compared to $18.2 million a year ago. The earnings were also impacted by the unfavorable exchange rate. Additionally, lower gross margins resulted from wheat cost increases and competitive pricing pressures in grain-based products. Unusual items totaling $21.8 million in Canadian Foods segment results related to the closing and downsizing of certain facilities, and organizational changes--including the streamlining of the Canadian administrative functions. As a result of the unusual items, the segment lost $5.4 million in fiscal 1994. Venezuelan Foods sales improved 3% primarily on volume increases in the branded consumer and agricultural product lines. All major consumer products experienced volume improvements, led by rice products. Segment earnings declined 13% to $21.4 million, compared to $24.5 million a year ago. Venezuelan Foods performance was affected by rising inflation, which resulted in the fourth-quarter change to the U.S. dollar as the functional currency for translation purposes to reflect the economics of operating in this environment. Accordingly, commencing with the fourth quarter, the effect of exchange rate fluctuations on the translation is included in the determination of net earnings. Earnings were also affected by higher wheat costs, which resulted in lower consumer flour and bakery flour margins. Wheat is an imported raw material in Venezuela. Additionally, competitive pricing pressures in animal feed products contributed to the decline. The economic environment in Venezuela will continue to be challenging and the Company expects that Venezuelan segment earnings, in U.S. dollar terms, could decline 40% or more in fiscal 1995. However, the Venezuelan operation, which has strong volumes and leading market shares, is pursuing operating strategies to respond to this economic environment. Fiscal 1993 compared with fiscal 1992. Sales from continuing businesses improved 6% while consolidated net sales declined 3% as a result of the fiscal 1992 divestiture of the North American agribusinesses. Consolidated segment earnings declined to $76.6 million from $91.1 million in fiscal 1992. Fiscal 1992 results included earnings of the North American agribusinesses. U.S. Foodservice sales grew 4% as a result of volume increases and the full year's effect of acquisitions that occurred in fiscal 1992. U.S. Foodservice earnings before unusual items increased 3% to $33.9 million, primarily from a reduction in general and administrative expenses, including lower amortization of intangibles and post-retirement health care expenses. Margins in Specialty Foodservice Distribution declined as a result of a product mix shift toward lower-margin salty snacks, competitive pricing pressures and reduced demand in certain regions suffering from workforce reductions. The recessionary environment compressed gross margins in the Prepared Foods product lines with the exception of surimi seafood. U.S. Foodservice segment earnings reflected unusual items of $32.7 million in fiscal 1992 related to a write-down of certain Specialty Foodservice Distribution intangible assets and the integration of the foodservice businesses. Canadian Foods sales increased 13% principally as a result of the fiscal 1993 acquisition of Gourmet Baker and strong bakery mix volume, partially offset by a 7% decline in the average exchange rate. Segment earnings before unusual items declined 19% to $18.2 million as the effects of the recession in Canada coupled with the decline in the exchange rate more than offset the earnings benefit from the acquisition. Canadian Foods segment earnings reflected unusual charges of $1.2 million in fiscal 1992. Venezuelan Foods sales improved 9%, led by volume increases in the major consumer products. Segment earnings improved 8% to $24.5 million on the strength of the volume increases and higher corn flour gross margins. Non-operating Expense and Income In fiscal 1994, net interest expense declined from $11.9 million to $10.7 million, principally as a result of lower interest rates in the United States and Canada and higher non-operating interest income in Venezuela. In fiscal 1993, net interest expense decreased from $18.8 million to $11.9 million primarily due to lower average borrowing levels in the United States as a result of the fiscal 1992 fourth quarter divestiture of the North American agribusinesses and lower interest rates. In fiscal 1994, losses from unconsolidated affiliates were $12.2 million compared to earnings of $1.8 million in the prior year. The fiscal 1994 loss included $12.5 million associated with the write- down of the Company's investment in a Mexican animal feed affiliate to its expected realizable value and the loss on the disposition of the Company's investment in a Mexican bakery mix affiliate. In fiscal 1993, earnings from unconsolidated affiliates included a $1.3 million gain from the sale of poultry business assets by the animal feed affiliate. Fiscal 1992 losses from unconsolidated affiliates reflected a $1.9 million write-down of the investment in the bakery mix affiliate. Income Taxes The overall effective tax rate was 46.0% in fiscal 1994, compared to 37.6% in fiscal 1993, primarily as a result of the tax effect of unusual items. The effective tax rate on earnings before unusual items was 38.4% in fiscal 1994. The effective tax rate improved from 42.0% in fiscal 1992 to 37.6% in fiscal 1993, principally as a result of lower Venezuelan statutory tax rates, a restructuring of the Company's Venezuelan legal entities and the impact of results from unconsolidated affiliates. The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," as of March 1, 1993 and has elected to apply its provisions prospectively as of that date. The cumulative effect of the accounting change was insignificant. Financial Condition The Company's balance sheet and overall financial condition have been affected by the strategic actions taken during fiscal 1994. Common shareholders' equity decreased to $250 million while the debt-to- total-capitalization ratio increased from 37% to 50%. Debt to Total Capitalization (Graphic material ommitted) (in millions) 1992 1993 1994 Total Debt $156 $194 $258 Total Capitalization $474 $519 $511 Ratio 33% 37% 50% This ratio will decline immediately following the divestitures of the Frozen Specialty Foods and Meats businesses. The proceeds of approximately $155 million, however, are anticipated to be reinvested for a variety of corporate purposes, including acquisitions and common stock repurchases. In fiscal 1994, a 2.5 million share repurchase program was initiated. As of February 28, 1994, 1.1 million of those shares had been repurchased. Short-term financing is provided by the use of commercial paper and short-term bank borrowings. Approximately $293 million in U.S. and Canadian revolving credit agreements and lines of credit are maintained to ensure availability of funds. In fiscal 1993, the Company established a medium-term note program under its shelf registration statement filed with the Securities and Exchange Commission, which provides for the issuance of up to $100 million medium-term notes in various amounts. As of February 28, 1994, $70 million remained available under the medium-term note program. Cash flow from earnings, depreciation and amortization, exclusive of the effect of unusual items, was $65.4 million in fiscal 1994. Cash Flows from Earnings, Depreciation and Amortization (Graphic material ommitted) (in millions) 1992 1993 1994 Net Earnings, Before Unusual Items and Accounting Change $39.1 $41.2 $35.5 Depreciation and Amortization 32.4 28.8 29.9 $71.5 $70.0 $65.4 In fiscal 1994, operating working capital increased $50 million, exclusive of the impact of acquisitions, dispositions and foreign exchange. This increase was principally the result of higher accounts receivable and inventory balances associated with higher inflation in Venezuela and an increase in U.S. Foodservice inventories. The balance sheet impact from acquisitions is summarized in Note 2 on page 27. Capital expenditures and acquisitions of businesses are the Company's principal investing activities. Capital expenditures totaled $51.9 million in fiscal 1994. Capital Expenditures (Graphic material ommitted) (in millions) 1992 1993 1994 U.S. Foodserice $29.5 $21.1 $29.7 Canadian Foods 11.9 18.9 13.4 Venezuelan Foods 5.4 5.7 8.8 Total Capital Expenditures $46.8* $45.7 $51.9 *Excludes North American agribusinesses divested in fiscal 1992. Of this amount, $30 million was attributable to projects focused on increasing earnings through volume improvements, new business or cost savings. The remaining capital expenditures related to projects that were required to maintain existing facilities and equipment. Major projects included a Specialty Foodservice Distribution business information systems project, which has the primary objective of streamlining and improving business processes to better serve customers' needs. Total capital expenditures in fiscal 1995 are expected to decline to approximately $40 million. During fiscal 1994, the Company completed two acquisitions totaling $18 million: JAMCO, a northeastern U.S. supplier of bakery mixes and frozen batters, and Bevmatic, a Minnesota-based vending distributor. The Company intends to continue to build its Bakery Products and Specialty Foodservice Distribution businesses by pursuing tactical and strategic business acquisitions which enhance its market leadership positions in its customer segments. Additionally, the Company will continue to evaluate its portfolio of existing businesses for opportunities to reduce costs and improve financial performance. Operations outside the United States are subject to risks inherent in operating under different legal systems and various political and economic environments. In Venezuela, among these risks are inflation and currency volatility which, as described above, are currently affecting results. Also among the risks are changes in existing tax laws, possible limitations on foreign investment and dividend repatriation, government price or foreign exchange controls and restrictions on exchangeability of currency. At the present time, existing limitations, controls and restrictions do not significantly affect the Company. Independent Auditors' Report The Board of Directors and Shareholders International Multifoods Corporation: We have audited the accompanying consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 1994 and 1993, and the related consolidated statements of operations and cash flows for each of the years in the three-year period ended February 28, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of International Multifoods Corporation and subsidiaries as of February 28, 1994 and 1993, and the results of their operations and their cash flows for each of the years in the three-year period ended February 28, 1994 in conformity with generally accepted accounting principles. As discussed in Note 17 to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions" in fiscal 1992. /s/ KPMG Peat Marwick KPMG Peat Marwick Minneapolis, Minnesota April 13, 1994 INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Statements of Operations Fiscal year ended the last day of February (dollars and shares in thousands, except per share data) 1994 1993 1992 Net sales $2,224,710 $2,223,930 $2,281,435 Cost of sales (1,952,086) (1,949,842) (1,972,467) Selling, general and administrative (203,797) (197,515) (221,297) Unusual items (70,007) - 3,438 Interest, net (10,685) (11,848) (18,797) Corporate (852) (394) (2,760) Earnings (losses) from unconsolidated affiliates (12,187) 1,759 (2,144) Earnings (loss) before income taxes and cumulative effect of accounting change (24,904) 66,090 67,408 Income taxes 11,466 (24,880) (28,308) Earnings (loss) before cumulative effect of accounting change (13,438) 41,210 39,100 Cumulative effect of accounting change, net of taxes - - (17,133) Net earnings (loss) $ (13,438) $ 41,210 $ 21,967 Earnings (loss) per share of common stock: Before cumulative effect of accounting change $ (.72) $ 2.13 $ 2.00 Cumulative effect of accounting change - - (.88) Net earnings (loss) per share of common stock $ (.72) $ 2.13 $ 1.12 Average shares of common stock outstanding 18,911 19,282 19,493 See accompanying notes to consolidated financial statements. INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Balance Sheets February 28, 1994 and 1993 (dollars and shares in thousands) 1994 1993 Assets Current assets: Cash and equivalents $ 10,507 $ 11,044 Trade accounts receivable, net of allowance 146,455 142,461 Inventories 219,630 212,115 Deferred income taxes 27,266 14,481 Other current assets 35,432 35,770 Total current assets 439,290 415,871 Property, plant and equipment, net 245,891 245,719 Goodwill 72,672 86,193 Other assets 56,922 55,695 Total assets $814,775 $803,478 Liabilities and Shareholders' Equity Current liabilities: Notes payable $ 58,651 $ 23,869 Current portion of long-term debt 3,953 2,692 Accounts payable 150,221 153,356 Other current liabilities 88,909 63,557 Total current liabilities 301,734 243,474 Long-term debt, net of current portion 195,125 166,984 Deferred income taxes 22,462 19,279 Employee benefits and other liabilities 41,815 47,860 Total liabilities 561,136 477,597 Redeemable preferred stock, redemption value $3,817 and $4,115 3,635 3,919 Shareholders' equity: Preferred capital stock - - Common stock, authorized 50,000 shares; issued 21,844 shares 2,184 2,184 Capital in excess of par value 89,158 88,880 Retained earnings 349,298 378,030 Equity adjustment from foreign currency translation (107,364) (87,066) Equity adjustment from minimum pension liability (2,301) (3,673) Treasury stock, 3,507 and 2,501 shares,at cost (78,364) (55,150) Unearned restricted stock (2,607) (1,243) Total shareholders' equity 250,004 321,962 Commitments and contingencies Total liabilities and shareholders' equity $814,775 $803,478 See accompanying notes to consolidated financial statements. INTERNATIONAL MULTIFOODS CORPORATION and SUBSIDIARIES Consolidated Statements of Cash Flows Fiscal year ended the last day of February (dollars in thousands) 1994 1993 1992 Cash flows from operations: Net earnings (loss) $(13,438) $ 41,210 $ 21,967 Adjustments to reconcile net earnings (loss) to cash provided by (used for) operations: Depreciation and amortization 29,892 28,797 32,378 Cumulative effect of accounting change - - 17,133 Provision for unusual charges 70,007 - 33,874 Equity in losses (earnings) of unconsolidated affiliates 12,187 (1,759) 2,144 Gain on major business dispositions - - (37,312) Deferred income tax expense (benefit) (12,504) 12,350 (9,785) Provision for losses on receivables 3,783 2,953 3,014 Changes in operating assets and liabilities, net of business acquisitions and dispositions* (49,573) (29,886) (93,770) Other, net (4,137) (1,529) (995) Cash provided by (used for) operations 36,217 52,136 (31,352) Cash flows from investing activities: Acquisitions of businesses, net of cash acquired (18,476) (29,016) (41,157) Capital expenditures (51,904) (45,683) (51,179) Proceeds from business dispositions 4,862 - 145,716 Proceeds from other property disposals 1,482 966 6,323 Other, net - (472) (1,267) Cash provided by (used for) investing activities (64,036) (74,205) 58,436 Cash flows from financing activities: Net increase (decrease) in notes payable 40,095 (15,374) 12,647 Additions to long-term debt 40,000 81,222 25,175 Reductions in long-term debt (8,735) (19,503) (41,781) Dividends paid (15,423) (15,562) (15,589) Proceeds from issuance of common stock 1,579 1,501 4,450 Purchase of treasury stock (27,490) (1,810) (12,766) Other, net (209) (18) (105) Cash provided by (used for) financing activities 29,817 30,456 (27,969) Effect of exchange rate changes on cash and equivalents (2,535) (1,541) (932) Net increase (decrease) in cash and equivalents (537) 6,846 (1,817) Cash and equivalents at beginning of year 11,044 4,198 6,015 Cash and equivalents at end of year $ 10,507 $11,044 $ 4,198 *Cash flows from changes in operating assets and liabilities, net of business acquisitions and dispositions: Accounts receivable $(18,410) $(19,119) $(14,056) Inventories (23,032) 17,482 (41,069) Other current assets (1,889) (15,590) (21) Accounts payable 1,989 27,936 (34,309) Other current liabilities (8,231) (40,595) (4,315) Net change $(49,573) $(29,886) $(93,770) See accompanying notes to consolidated financial statements. Notes to Consolidated Financial Statements Note 1: Summary of Significant Accounting Policies Basis of statement presentation. The accompanying consolidated financial statements include the accounts of International Multifoods Corporation and all of its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company's fiscal year ends the last day of February. Certain reclassifications have been made in the accompanying consolidated financial statements in order to conform with fiscal 1994 presentation. Cost of sales. Included in cost of sales were delivery and distribution expenses of $141.8 million in fiscal 1994, $141.7 million in fiscal 1993 and $138.0 million in fiscal 1992. To more closely match costs with related revenues, the Company classifies the inflation element inherent in interest rates on Venezuelan local currency borrowings, and the foreign exchange gains and losses, which occur on certain Venezuelan borrowings, as a component of cost of sales. Accordingly, $2.8 million in fiscal 1994, $3.6 million in fiscal 1993 and $7.2 million in fiscal 1992 were charged to cost of sales. Foreign currency translation and transactions. For the Company's Canadian operations, the functional currency is the local currency. Assets and liabilities are translated at current exchange rates and results of operations are translated using a weighted average exchange rate during the fiscal year. The gains or losses resulting from such translation are included in a separate component of shareholders' equity. Effective December 1, 1993, the functional currency for the Company's Venezuelan operations changed from the local currency to the U.S. dollar. In U.S. dollar functional currency operations, certain assets and related earnings statement items are translated at historical exchange rates while all other assets and liabilities are translated at current exchange rates. Translation gains or losses are included in the determination of net earnings. Net foreign exchange losses of $2.3 million in fiscal 1994 and $1.1 million in fiscal 1993 and net gains of $0.8 million in fiscal 1992 are included in earnings. Research and development expense. Research and development expense was $2.1 million in fiscal 1994, $1.5 million in fiscal 1993 and $2.0 million in fiscal 1992. Costs are charged to expense when incurred. Income taxes. The Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109), as of March 1, 1993 and has elected to apply its provisions prospectively as of that date. Under SFAS 109, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amount and tax basis of assets and liabilities. The cumulative effect as of March 1, 1993 of the accounting change was insignificant. Earnings per share. Earnings per share of common stock has been determined by dividing net earnings, after deduction of preferred stock dividends, by the average number of shares of common stock outstanding during the year. Common stock options and other common stock equivalents are not included in earnings per share computations since their effect is not significant. Cash and equivalents. The Company considers all highly liquid short- term investments purchased with a maturity of three months or less to be cash equivalents. Inventories. Inventories, excluding grain in Canada, are valued principally at the lower of cost (first-in, first-out) or market (replacement or net realizable value). In Canada, inventories of grain are valued on the basis of replacement market prices prevailing at fiscal year-end. The Company generally minimizes risks associated with market price fluctuations by hedging those inventories with futures contracts. Therefore, included in inventories is the amount of gain or loss on open grain contracts, including futures contracts, which generally has the effect of adjusting those inventories to cost. Property, plant and equipment. Property, plant and equipment is stated at cost and depreciation is computed using the straight-line method for determining financial statement income. When permitted, accelerated depreciation methods are used to calculate depreciation for income tax purposes. Goodwill and other intangibles. Goodwill represents the excess of cost of businesses acquired over the fair market value of net tangible and identifiable intangible assets. Goodwill and other intangibles are amortized on a straight-line basis over not more than a 40-year period. Other intangibles are included in other assets on the consolidated balance sheets. Accumulated amortization of goodwill and other intangibles at February 28, 1994 and 1993 was $29.0 million and $31.6 million, respectively. Note 2: Businesses Acquired The Company acquired several businesses with cash and notes during the three years ended February 28, 1994. All acquisitions have been accounted for as purchases and, accordingly, their results of operations have been included since dates of acquisition. The most significant acquisitions were as follows: Fiscal Year Business Segment Name Date Acquired 1994 U.S. Foodservice JAMCO June 1993 U.S. Foodservice Bevmatic August 1993 1993 Canadian Foods Gourmet Baker April 1992 1992 U.S. Foodservice La Mirada bakery mix manufacturer July 1991 U.S. Foodservice Jordan Distributors August 1991 U.S. Foodservice Garden Products December 1991 Canadian Foods Campbell Soup condiments business (Canada) June 1991 Components of cash used for acquisitions as reflected in the consolidated statements of cash flows were as follows: (in thousands) 1994 1993 1992 Fair value of current assets, net of cash acquired $ 4,738 $ 8,062 $18,450 Fair value of noncurrent assets, excluding goodwill 12,276 11,557 20,839 Goodwill 5,778 12,493 10,366 Liabilities assumed, principally current (1,816) (3,096) (6,833) Purchase contract liabilities (2,500) - (1,665) Cash paid at closing, net of cash acquired $18,476 $29,016 $41,157 The effect on the Company's results of operations assuming the acquisitions had occurred at the beginning of fiscal 1993 is insignificant. Note 3: Interest, Net Interest, net consisted of the following: (in thousands) 1994 1993 1992 Interest expense $13,181 $14,592 $21,573 Less: Capitalized interest (746) (1,144) (1,294) Non-operating interest income (1,750) (1,600) (1,482) Interest, net $10,685 $11,848 $18,797 Cash payments for interest, net of amounts capitalized, totaled $12.0 million in fiscal 1994, $17.1 million in fiscal 1993 and $21.0 million in fiscal 1992. Total interest income was $2.3 million in fiscal 1994, $2.0 million in fiscal 1993 and $2.8 million in fiscal 1992. Note 4: Unusual Items In fiscal 1994, the Company recognized unusual charges of $70.0 million and a $12.5 million charge related to its investments in Mexican unconsolidated affiliates. The total after-tax loss for these items was $48.9 million, or $2.58 per share. Unusual items included the disposition of certain underperforming assets and the reorganization of remaining operations. The reorganization entails the consolidation and closing of certain U.S. and Canadian facilities, plant rationalization and organizational changes. Non- cash pre-tax charges consist of $19.1 million for asset write-downs and the loss on the sale of a regional bakery distribution business and a $22.5 million charge associated with the write-down of the Company's Meats business net assets to expected realizable value (see Note 20). Remaining pre-tax charges of $28.4 million include the cost of severance and related employee benefits and write-down of lease commitments. In fiscal 1992, the Company divested its North American agribusinesses for a gain of $37.3 million. The Company also recorded charges of $33.9 million including $17.8 million for the estimated cost of integration of U.S. Foodservice operations, $1.2 million of consolidation costs in Canadian Foods and a $14.9 million write-down of certain intangible assets in the U.S. Foodservice operations. Note 5: Income Taxes Income tax expense was as follows: U.S. Operations Non-U.S. (in thousands) Federal Other Operations Total 1994: Current expense (benefit) $ (2,571) $ 666 $ 2,943 $ 1,038 Deferred benefit (9,028) (2,021) (1,455) (12,504) Total tax expense (benefit) $(11,599) $(1,355) $ 1,488 $(11,466) 1993: Current expense $ 3,251 $ 1,739 $ 7,540 $ 12,530 Deferred expense 8,214 909 3,227 12,350 Total tax expense $ 11,465 $ 2,648 $10,767 $ 24,880 1992: Current expense $ 23,373 $ 5,473 $ 9,247 $ 38,093 Deferred expense (benefit) (14,595) (1,547) 6,357 (9,785) Total tax expense $ 8,778 $ 3,926 $15,604 $ 28,308 Temporary differences which give rise to deferred tax assets and liabilities as of February 28, 1994 were as follows: Deferred Deferred tax tax (in thousands) assets liabilities Depreciation and amortization $15,441 $39,062 Accrued expenses 23,563 7,432 Inventory valuation methods 6,826 - Reorganization and divestiture reserves 20,041 - Provision for losses on receivables 3,214 5 Foreign net operating loss carryforwards 4,792 - Foreign earnings repatriation - 3,042 Alternative minimum tax 946 - Other 3,877 2,471 Subtotal 78,700 52,012 Valuation allowance (24,904) - Total deferred taxes $53,796 $52,012 At February 28, 1994, the Company's Venezuelan operations had net operating loss carryforwards of approximately $16.0 million which will expire in fiscal 1997. The financial statement benefit of the net operating loss carryforwards has been offset in the valuation allowance due to the limited carryforward period. In fiscal 1994, the valuation allowance increased $7.2 million, primarily as a result of the aforementioned net operating loss carryforwards. The remainder of the valuation allowance also relates to the Company's Venezuelan operations. During fiscal 1993 and 1992, deferred income taxes were provided for timing differences in the recognition of revenue and expense for tax and financial statement purposes. Principally, these items consisted of the following: (in thousands) 1993 1992 Depreciation and amortization $ 3,111 $(6,828) Accrued expenses 4,357 (3,181) Inventory valuation methods 954 4,102 Provisions for the closing of facilities 5,623 (5,891) Provision for losses on receivables (98) 170 Deferred income 70 2,489 Alternative minimum tax (1,411) - Other (256) (646) Total deferred tax expense (benefit) $12,350 $(9,785) The effective tax rate varied from the U.S. federal statutory tax rate as follows: 1994 1993 1992 U.S. federal statutory tax rate (35.0)% 34.0% 34.0% Differences: Effect of taxes on non-U.S. earnings .1 (3.5) (5.2) State and local income taxes (3.5) 3.1 3.1 Effect of intangibles 1.7 3.0 8.5 Basis difference for business disposals (12.2) - - Other 2.9 1.0 1.6 Effective tax rate (46.0)% 37.6% 42.0% Provision was made for U.S. and non-U.S. income taxes applicable to anticipated remittances of earnings from affiliates. At February 28, 1994, no provision was made on approximately $69 million of unremitted earnings of non-U.S. affiliates which have been, or are intended to be, permanently reinvested. Such earnings would become taxable upon the sale or liquidation of the non-U.S. affiliates or upon the remittance of dividends. It is not practicable to estimate the amount of the deferred tax liability on such earnings. Earnings before income taxes resulting from non-U.S. affiliates were $3.5 million in fiscal 1994, $39.3 million in fiscal 1993 and $55.0 million in fiscal 1992. The Internal Revenue Service (IRS) has completed an examination of the U.S. federal income tax returns filed by the Company for the fiscal years ended February 28, 1987 through February 28, 1991. As a result of the examination, the IRS has issued to the Company statutory notices of deficiency covering the fiscal years ended February 28, 1987 and February 29, 1988 and a preliminary report covering the fiscal years ended February 28, 1989 through February 28, 1991, which are primarily related to the proposed disallowance of certain deductions claimed by the Company in connection with acquisitions. The Company disagrees with the position of the IRS and is vigorously pursuing its judicial remedies with respect to fiscal years 1987 and 1988 and its administrative remedies with respect to fiscal years 1989 through 1991. Management believes the final outcome of this matter will not have a material adverse effect on the financial position or results of operations of the Company. Net income taxes (refunded) paid totaled $(1.0) million in fiscal 1994, $31.8 million in fiscal 1993 and $30.2 million in fiscal 1992. Note 6: Supplemental Balance Sheet Information (in thousands) 1994 1993 Accounts receivable, net: Trade $151,642 $147,894 Allowance for doubtful accounts (5,187) (5,433) Total accounts receivable, net $146,455 $142,461 Inventories: Raw materials, excluding grain $ 27,614 $29,338 Grain 41,785 42,385 Finished and in-process goods 141,241 130,019 Packages and supplies 8,990 10,373 Total inventories $219,630 $212,115 Property, plant and equipment, net: Land $ 10,733 $ 10,814 Buildings and improvements 107,741 106,641 Machinery and equipment 213,838 216,384 Transportation equipment 4,678 5,775 Improvements in progress 38,740 22,314 375,730 361,928 Accumulated depreciation (129,839) (116,209) Total property, plant and equipment, net $245,891 $245,719 Accounts payable: Trade $111,061 $126,060 Other 39,160 27,296 Total accounts payable $150,221 $153,356 Other current liabilities: Wages and benefits $ 16,520 $ 17,864 Income taxes 12,328 15,078 Reorganization reserves 24,583 - Other accrued expenses 35,478 30,615 Total other current liabilities $ 88,909 $ 63,557 Note 7: Accounts Receivable As of February 28, 1994 and 1993, the Company had sold approximately $11.8 million and $12.8 million of accounts receivable, respectively. Collections received on these accounts may be replaced by new receivables in order to maintain the aggregate outstanding balance. The credit risk of uncollectible accounts has been substantially transferred to the purchaser. Fees associated with these transactions are included in interest, net in the consolidated statements of operations. Note 8: Notes Payable Notes payable consisted of the following: (in thousands) 1994 1993 Commercial paper $26,154 $ 9,841 Notes payable, principally to banks 32,497 14,028 Total notes payable $58,651 $23,869 Note 9: Long-term Debt Long-term debt, net of current portion of $4.0 million in fiscal 1994 and $2.7 million in fiscal 1993, was as follows: (in thousands) 1994 1993 Commercial paper $ 54,005 $ 74,907 Notes payable to banks 100,000 64,500 Medium-term notes 30,000 15,000 Industrial revenue bond financing 8,434 8,667 Other, due in varying amounts through fiscal 1999 2,686 3,910 Total long-term debt $195,125 $166,984 The Company has a $150 million U.S. revolving credit agreement which expires March 5, 1996, $80 million in U.S. short-term lines of credit which expire in fiscal 1995 and a $63 million Canadian revolving credit agreement which expires March 15, 1997. The interest rate on borrowings under these agreements is variable and based on current market factors. There are no restrictions on the use of these facilities for general corporate purposes and support for commercial paper issued by the Company. The credit agreements and lines of credit contain certain restrictive covenants that include maintenance of tangible net worth and an indebtedness ratio. None of the restrictive covenants are expected to affect the payment of dividends based on the Company's present dividend guideline. At February 28, 1994, the Company had available $93 million under the lines of credit and credit agreements. Related commitment and facility fees were $0.5 million during each of fiscal 1994 and fiscal 1993. The notes payable and commercial paper amounts have been classified as long-term debt as a result of the Company's intent to refinance this debt on a long-term basis and the availability of such financing under the terms of the revolving credit agreements. Minimum principal and sinking fund payments totaling $195.1 million are as follows: $10.8 million in fiscal 1996, $107.7 million in fiscal 1997, $59.1 million in fiscal 1998, $10.0 million in fiscal 1999 and $7.5 million in fiscal 2000 and beyond. The weighted average interest rate on commercial paper and notes payable outstanding at February 28, 1994 was 3.9%. The outstanding balance includes U.S. dollar, Canadian dollar and Venezuelan bolivar obligations. In fiscal 1993, the Company established a medium-term note program under its shelf registration statement filed with the Securities and Exchange Commission for $100 million of debt securities of the Company. Under the program, the Company may issue the entire amount in medium-term notes. Amounts outstanding under this program at February 28, 1994 mature in fiscal 1996 to fiscal 1999 and had a weighted average interest rate of 5.4%. The industrial revenue bond financings mature on various dates through fiscal 2016 and had interest rates which averaged 5.7% in fiscal 1994 and 5.9% in fiscal 1993. At February 28, 1994, the Company had available uncommitted lines of credit from banks in Venezuela of approximately $80 million. No compensating balances were required for any of these credit lines. Note 10: Redeemable Preferred Stock The Company has authorized 200,000 shares of Cumulative Redeemable Sinking Fund First Preferred Capital Stock, par value $100 per share, which is redeemable at the option of the Company at $105 per share plus accrued dividends. There is a semiannual sinking fund requirement equal to $1.00 for each share then outstanding which may be satisfied by repurchases not in excess of the redemption price or by call for redemption. The holders of outstanding shares are entitled to elect one-third of the Company's directors in the event of default in the payment of eight quarterly dividends or in providing four semiannual sinking fund installments. The Company purchased 2,841 shares in fiscal 1994, 300 shares in fiscal 1993 and 1,378 shares in fiscal 1992 for sinking fund requirements. The amounts issued and outstanding were: (dollars in thousands) 1994 1993 Par value: 4% Series A $1,123 $1,314 4 1/4% Series C 390 390 4 1/2% Series D 767 775 5 1/4% Series E 1,355 1,440 Total $3,635 $3,919 Number of shares 36,352 39,193 Note 11: Preferred Capital Stock The Company has authorized 10,000,000 shares of Preferred Capital Stock, par value $1.00 per share, which may be designated and issued as convertible into common shares. The Company has created a series of such Preferred Capital Stock, designated as Series 1990 Junior Participating Capital Preferred Stock consisting of 500,000 shares, par value $1.00 per share. No Preferred Capital Stock was outstanding during the three years ended February 28, 1994. Note 12: Leases The Company leases certain plant, office space and equipment for varying periods. Management expects that in the normal course of business, leases will be renewed or replaced by other leases. The following is a schedule of future minimum lease payments for operating leases that had initial or remaining noncancelable lease terms in excess of one year as of February 28, 1994: Operating (in thousands) leases 1995 $17,209 1996 15,149 1997 12,914 1998 9,043 1999 7,117 2000 and beyond 20,540 Total minimum lease payments * $81,972 *Minimum payments do not include contingent rentals or vehicle leases based on mileage. Total net rent expense for operating leases, including those with terms of less than one year, consisted of the following: (in thousands) 1994 1993 1992 Minimum rentals $28,270 $29,873 $31,964 Contingent rentals 1,009 2,643 2,695 Sublease rentals (286) (7) (224) Total net rent expense $28,993 $32,509 $34,435 Note 13: Commitments and Contingencies There were no contingencies or litigation as of February 28, 1994 that, in the opinion of management, would have had a material adverse effect on the Company's consolidated financial position. At February 28, 1994, the estimated cost to complete improvements in progress totaled approximately $12 million. Note 14: Shareholders' Equity The following summarizes the changes in shareholders' equity for the three years ended February 28, 1994:
Equity adjustment from: (dollars and shares $.10 par value Capital in foreign minimum Unearned in thousands, except per Common Treasury excess of Retained currency pension restricted share data) stock stock par value earnings translation liability stock Total Balance at February 28, 1991 $2,184 $(47,438) $88,628 $346,238 $ (65,577) $(1,379) $(2,079) $320,577 Net earnings - - - 21,967 - - - 21,967 Translation adjustments - - - - (6,251) - - (6,251) Dividends: Common stock ($.80 per share) - - - (15,569) - - - (15,569) Preferred stock - - - (184) - - - (184) 455 shares purchased for treasury - (12,766) - - - - - (12,766) 261 shares issued for employee benefit plans - 5,368 72 - - - 520 5,960 Adjustment associated with recognition of minimum pension liability - - - - - (610) - (610) Balance at February 29, 1992 2,184 (54,836) 88,700 352,452 (71,828) (1,989) (1,559) 313,124 Net earnings - - - 41,210 - - - 41,210 Translation adjustments - - - - (15,238) - - (15,238) Dividends: Common stock ($.80 per share) - - - (15,452) - - - (15,452) Preferred stock - - - (180) - - - (180) 70 shares purchased for treasury - (1,810) - - - - - (1,810) 66 shares issued for employee benefit plans - 1,496 180 - - - 316 1,992 Adjustment associated with recognition of minimum pension liability - - - - - (1,684) - (1,684) Balance at February 28, 1993 2,184 (55,150) 88,880 378,030 (87,066) (3,673) (1,243) 321,962 Net loss - - - (13,438) - - - (13,438) Translation adjustments - - - - (20,298) - - (20,298) Dividends: Common stock ($.80 per share) - - - (15,120) - - - (15,120) Preferred stock - - - (174) - - - (174) 1,200 shares purchased for treasury - (27,490) - - - - - (27,490) 194 shares issued for employee benefit plans - 4,276 278 - - - (1,364) 3,190 Adjustment associated with recognition of minimum pension liability - - - - - 1,372 - 1,372 Balance at February 28, 1994 $2,184 $(78,364) $ 89,158 $349,298 $(107,364) $(2,301) $(2,607) $250,004
The Company's 1989 stock-based plan permits awards of restricted stock and incentive units to key employees subject to the provisions of the plan and as determined by the Compensation Committee of the Board of Directors. In fiscal 1994, grants include 78,000 shares of restricted stock which were awarded to key employees under the Company's long-term incentive program. The restricted stock has a ten-year vesting period which will be accelerated only if specified financial performance objectives are achieved over a three-year period. In addition, incentive units were awarded to each such key employee in a number equal to the number of shares of restricted stock awarded. These incentive units will be earned only in the event the Company achieves stronger financial performance than that which is required to accelerate vesting of the restricted stock. Incentive units, if earned, will be paid in the form of restricted stock. The market value of shares issued under the plan, as of the date of grant, has been recorded as unearned restricted stock and is shown as a separate component of shareholders' equity. Unearned restricted stock is expensed over the period restrictions lapse. The Company has a shareholder rights plan that entitles one preferred share purchase right for each outstanding share of common stock. The rights become exercisable only after a person or group (with certain exceptions) becomes the beneficial owner of 10% or more of the Company's outstanding common stock or announces a tender offer, the consummation of which would result in beneficial ownership by a person or group of 10% or more of the Company's outstanding common stock. Each right will entitle its holder to purchase one one- hundredth share of Series 1990 Junior Participating Preferred Capital Stock (consisting of 500,000 shares, par value $1.00 per share) at an exercise price of $100, subject to adjustment. If a person or group acquires beneficial ownership of 10% or more of the Company's outstanding common stock, each right will entitle its holder (other than such person or group) to purchase, at the then current exercise price of the right, a number of shares of the Company's common (or, in certain circumstances, preferred) stock having a market value of twice the then current exercise price of the right. In addition, if the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earnings power are acquired, each right will entitle its holder to purchase, at the then current exercise price of the right, a number of the acquiring company's common shares having a market value of twice the then current exercise price of the right. Following the acquisition by a person or group of beneficial ownership of 10% or more of the Company's outstanding common stock and prior to an acquisition by any person or group of 50% or more of the Company's outstanding common stock, the Board of Directors may exchange the outstanding rights (other than rights owned by such person or group), in whole or in part, for common (or, in certain circumstances, preferred) stock of the Company. Prior to the acquisition by a person or group of beneficial ownership of 10% or more of the Company's outstanding common stock, the rights are redeemable for $.01 per right at the option of the Board of Directors. Note 15: Stock Options A total of 389,362 common shares are available for grants of stock options or restricted stock under the Company's 1986 and 1989 stock plans. Stock options are granted to directors, officers and key management employees to purchase shares of Company common stock at not less than fair market value at dates of grant for incentive stock options and at not less than 75% of fair market value at dates of grant for non-qualified stock options. Options generally become exercisable one year after the date of grant and expire ten years after the date of grant. The following table contains information on stock options: Option Price Shares Per Share-Range Outstanding at February 28, 1991 1,888,062 $ 8.19 - 23.21 Granted 119,950 25.69 - 29.00 Exercised (260,605) 9.53 - 23.21 Expired or canceled (7,875) 8.19 - 23.21 Outstanding at February 29, 1992 1,739,532 $11.28 - 29.00 Granted 152,200 23.69 - 28.06 Exercised (79,100) 11.28 - 25.69 Expired or canceled (6,925) 22.75 - 29.00 Outstanding at February 28, 1993 1,805,707 $11.28 - 29.00 Granted 85,019 19.25 - 25.75 Exercised (86,375) 11.28 - 23.21 Expired or canceled (82,236) 19.21 - 28.06 Outstanding at February 28, 1994 1,722,115 $11.28 - 29.00 Options exercisable at: February 29, 1992 1,135,794 $11.28 - 29.00 February 28, 1993 1,246,463 $11.28 - 29.00 February 28, 1994 1,443,027 $11.28 - 29.00 Note 16: Retirement Plans The Company sponsors two defined contribution plans and several defined benefit retirement plans. The defined contribution plans cover salaried, sales and certain hourly employees in the United States and Canada. The Company makes contributions equal to 50% of the employee's contribution subject to certain limitations. Employer contributions were approximately $2.1 million in fiscal 1994, $1.8 million in fiscal 1993 and $1.5 million in fiscal 1992. In the United States and Canada, defined benefit plans cover substantially all employees. Benefits are based on final average salary for U.S. salaried employees, years of credited service for U.S. hourly employees and career average pay for Canadian employees. These plans are generally funded by contributions to tax-exempt trusts in amounts sufficient to provide assets to cover the plans' benefits. Plan assets consist principally of listed equity securities, fixed income securities and cash equivalents. Net pension cost for the defined benefit plans was as follows: (in thousands) 1994 1993 1992 Service costs $ 2,769 $ 2,381 $ 2,968 Interest costs 12,277 11,936 12,176 Actual return on plan assets (22,813) (7,790) (31,303) Net amortization and deferral 8,272 (6,550) 16,430 Net pension cost (credit) $ 505 $ (23) $ 271 The funded status of the defined benefit plans and the amounts recognized in the balance sheets were as follows: 1994 1993 Assets Benefit Assets Benefit exceed obli- exceed obli- benefit gations benefit gations obli- exceed obli- exceed (in thousands) gations assets gations assets Actuarial present value of benefit obligations: Vested $146,293 $ 8,332 $115,209 $ 30,808 Nonvested 5,105 1,107 1,862 645 Accumulated benefit obligations 151,398 9,439 117,071 31,453 Effect of future salary increases 5,130 1,041 5,707 479 Projected benefit obligations 156,528 10,480 122,778 31,932 Plan assets at fair value 174,826 - 140,004 21,384 Plan assets in excess of (less than) projected benefit obligations 18,298 (10,480) 17,226 (10,548) Unamortized prior service cost 6,815 - 7,343 260 Unrecognized effect from past experience different from that assumed 8,720 4,813 2,960 6,647 Unrecognized transition (assets) obligations, net of amortization (14,343) 1,203 (16,440) 1,361 Adjustment required to recognize minimum pension liability - (4,975) - (7,789) Prepaid (accrued) pension costs $ 19,490 $(9,439) $ 11,089 $(10,069) The Company amortizes prior service costs and unrecognized gains and losses on a straight-line basis over not more than 16 years. Other assumptions used, which reflect weighted averages of the U.S. and Canadian defined benefit plans, were as follows: 1994 1993 Average discount rate 7.5% 8.2% Expected long-term return rate 9.5% 10.0% Rate of increase in future compensation 4.0% 5.0% The fiscal 1992 divestiture of the North American agribusinesses resulted in a curtailment loss of $1.1 million which is reflected in the net gain on the divestiture. In Venezuela, all employees are entitled to certain severance indemnities based on compensation and cause of separation. This post- employment arrangement qualifies as a defined benefit plan under the provisions of Statement of Financial Accounting Standards No. 87, "Employers' Accounting for Pensions." The Company has elected to define the vested benefit obligation for this arrangement as the actuarial present value of vested benefits the employee is entitled to if immediately separated at the measurement date. This arrangement has not been funded and the corresponding expense recognized was $3.7 million in fiscal 1994, $3.1 million in fiscal 1993 and $2.6 million in fiscal 1992. Note 17: Post-retirement Health and Life Insurance Benefits The Company provides post-retirement health and life insurance benefits for retirees in the United States and Canada who meet minimum age and service requirements. The costs of the U.S. life insurance benefits are funded over the employees' active working lives through contributions to an insurance continuation fund maintained by an insurance company. Life insurance benefits for Canadian retirees are funded on a pay-as-you-go basis through an insurance company. Health care benefits for U.S. and Canadian retirees are provided under a self-insured program administered by an insurance company. In fiscal 1992, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Post- retirement Benefits Other than Pensions" (SFAS 106). SFAS 106 requires an employer to recognize the cost of retiree health and life insurance benefits over the employees' period of service. The cumulative effect as of March 1, 1991 of adopting SFAS 106 was a one- time charge to net earnings of $17.1 million. During fiscal 1993, certain of the Company's U.S. post-retirement health benefit plans were amended resulting in a decrease in accumulated benefit obligations and service and interest costs. The net periodic post-retirement benefit cost under SFAS 106 was as follows: (in thousands) 1994 1993 1992 Service costs $ 458 $ 602 $1,201 Interest costs 1,492 1,627 2,508 Amortization of unrecognized effect from plan amendments (1,944) (1,458) - Net post-retirement cost $ 6 $ 771 $3,709 The actuarial present value of benefit obligations and the amounts recognized in the consolidated balance sheets were as follows: (in thousands) 1994 1993 Actuarial present value of benefit obligations: Retirees $14,952 $12,823 Fully eligible active plan participants 2,553 1,790 Other active plan participants 4,144 3,085 Accumulated benefit obligations 21,649 17,698 Unrecognized effect from past experience different from that assumed (2,840) 641 Unrecognized effect from plan amendments 6,949 8,893 Accrued post-retirement cost $25,758 $27,232 The assumed annual rate of future increases in per capita cost of health care benefits ranged from 4% to 8% for each of the next 10 years and 4% thereafter. These trend rates reflect the Company's prior experience, plan provisions and management's expectation of future rates. Increasing the health care cost trend by 1% in each year would increase the accumulated benefit obligation by $1.4 million at February 28, 1994 and the service and interest cost by $0.3 million for fiscal 1994. The discount rates used, which reflect weighted averages of the U.S. and Canadian plans, were 7.4% and 8.4% in fiscal 1994 and fiscal 1993, respectively. The fiscal 1992 divestiture of the North American agribusinesses resulted in a curtailment gain of $1.3 million which is reflected in the net gain on the divestiture. Note 18: Multifoods' Business Segments The Company's business segments are as follows: - U.S. Foodservice consists of specialty foodservice distribution and prepared foods operations. - Canadian Foods consists of consumer and bakery products operations. - Venezuelan Foods consists of consumer, bakery products and agricultural operations. Net Operating Unusual (in millions) Sales Costs Items Total 1994: U.S. Foodservice $1,670.0 $(1,639.0) $(48.2) $(17.2) Canadian Foods 286.9 (270.5) (21.8) (5.4) Venezuelan Foods 267.8 (246.4) - 21.4 Total $2,224.7 $(2,155.9) $(70.0) $ (1.2) Segment losses $ (1.2) Interest, net (10.7) Corporate unallocated (.8) Losses from unconsolidated affiliates (12.2) Loss before income taxes $(24.9) 1993: U.S. Foodservice $1,667.8 $(1,633.9) $ - $ 33.9 Canadian Foods 294.9 (276.7) - 18.2 Venezuelan Foods 261.2 (236.7) - 24.5 Total $2,223.9 $(2,147.3) $ - $ 76.6 Segment earnings $ 76.6 Interest, net (11.9) Corporate unallocated (.4) Earnings from unconsolidated affiliates 1.8 Earnings before income taxes $ 66.1 1992: U.S. Foodservice $1,604.8 $(1,571.9) $(32.7) $ .2 Canadian Foods 261.2 (238.6) (1.2) 21.4 Venezuelan Foods 239.6 (216.9) - 22.7 Divested Businesses* 175.8 (166.3) 37.3 46.8 Total $2,281.4 $(2,193.7) $ 3.4 $ 91.1 Segment earnings $ 91.1 Interest, net (18.8) Corporate unallocated (2.8) Losses from unconsolidated affiliates (2.1) Earnings before income taxes and cumulative effect of accounting change $ 67.4 *Consists of North American agribusinesses.
1994 1993 1992 Depreciation Depreciation Depreciation Capital and Capital and Capital and (in millions) Expenditures Amortization Assets Expenditures Amortization Assets Expenditures Amortization Assets U.S. Foodservice $29.7 $22.0 $504.8 $21.1 $21.6 $483.5 $29.5 $22.1 $499.2 Canadian Foods 13.4 5.4 166.3 18.9 5.1 168.8 11.9 4.6 134.3 Venezuelan Foods 8.8 2.5 104.3 5.7 2.1 98.3 5.4 2.0 100.2 Divested Businesses - - - - - - 4.4 3.7 - Corporate - - 39.4 - - 52.9 - - 34.0 Total $51.9 $29.9 $814.8 $45.7 $28.8 $803.5 $51.2 $32.4 $767.7
Amounts expended for business acquisitions are not considered as part of capital expenditures. Assets are identifiable to business segments either by their direct use or by allocations when used jointly by two or more segments. Note 19: Quarterly Summary (unaudited)
(dollars in millions, First Quarter Second Quarter Third Quarter Fourth Quarter Total Year except per share data) 1994 1993 1994 1993 1994 1993 1994 1993 1994 1993 Net sales: U.S. Foodservice $425.0 $420.2 $386.5 $393.2 $438.2 $445.4 $420.3 $409.0 $1,670.0 $1,667.8 Canadian Foods 65.5 62.5 68.4 74.7 82.9 89.9 70.1 67.8 286.9 294.9 Venezuelan Foods 65.3 64.9 66.6 74.5 64.5 61.5 71.4 60.3 267.8 261.2 Total net sales $555.8 $547.6 $521.5 $542.4 $585.6 $596.8 $561.8 $537.1 $2,224.7 $2,223.9 Gross profit $ 65.9 $ 64.6 $ 64.7 $ 64.2 $ 74.1 $ 79.1 $ 67.9 $ 66.2 $ 272.6 $ 274.1 Segment earnings (loss): U.S. Foodservice $ 8.1 $ 7.9 $(17.9)(b) $ 8.1 $ 10.3 $ 10.8 $(17.7)(c)$ 7.1 $ (17.2) $ 33.9 Canadian Foods .5 1.4 (18.1)(b) 2.8 6.7 9.5 5.5 4.5 (5.4) 18.2 Venezuelan Foods 4.8 5.3 6.6 6.9 5.1 6.0 4.9 6.3 21.4 24.5 Total segment earnings (loss) $ 13.4 $ 14.6 $(29.4) $ 17.8 $ 22.1 $ 26.3 $ (7.3) $ 17.9 $ (1.2) $ 76.6 Net earnings (loss) $ 6.4 $ 6.0 $(27.2) $ 9.2 $ 12.5 $ 15.4 $ (5.1) $ 10.6 $ (13.4) $ 41.2 Per share (a) .33 .31 (1.41) .47 .66 .80 (.28) .55 (.72) 2.13 Dividends per share of common stock .20 .20 .20 .20 .20 .20 .20 .20 .80 .80 Market price of common stock: Close 25 3/8 23 7/8 21 7/8 26 22 5/8 26 3/4 17 3/8 25 3/4 17 3/8 25 3/4 High 26 3/8 27 3/8 25 3/4 28 1/2 24 28 1/4 21 1/8 28 7/8 26 3/8 28 7/8 Low 23 5/8 23 1/2 20 23 1/4 21 1/4 24 1/2 16 3/4 24 5/8 16 3/4 23 1/4
(a) Earnings per share is computed independently for each period presented. As a result of the effect of common shares purchased for treasury, the total of the per share results for the four quarters do not equal the annual loss per share in fiscal 1994. (b) Includes unusual charges of $25.7 million in U.S. Foodservice and $21.8 million in Canadian Foods from the closing of certain facilities, plant rationalization and organizational changes. (c) Includes unusual charges of $22.5 million from the write-down of Meats business net assets to expected realizable value. Note 20: Subsequent Events In March 1994, the Company signed agreements to sell its Frozen Specialty Foods business (the Frozen business) and Meats business. For the two transactions, the Company will receive approximately $155 million in cash, subject to customary purchase price adjustments. Both sales are subject to regulatory approval and other conditions. These transaction are expected to be completed within the first half of fiscal 1995. The Company recognized a $22.5 million charge in fiscal 1994 on the write-down of the Meats business net assets to expected realizable value. The Frozen Specialty Foods transaction will result in a gain. Fiscal 1994 net sales of these businesses were approximately $260 million. The following table summarizes the net assets of the Frozen and Meats businesses as of February 28, 1994: (in thousands) Trade accounts receivable, net $ 14,515 Inventories 36,177 Other current assets 394 Property, plant and equipment, net 55,709 Goodwill 11,062 Other noncurrent assets 18,355 Accounts payable (10,792) Other liabilities assumed, principally current (6,503) Total net assets $118,917 Six-Year Comparative Summary
Fiscal year ended the last day of February (dollars and shares in millions, except per share data) 1994 1993 1992 1991 1990 1989 Consolidated Summary of Operations Net sales $2,224.7 $2,223.9 $2,281.4 $2,191.9 $2,074.9 $1,940.7 Cost of sales (1,952.1) (1,949.8) (1,972.4) (1,888.7) (1,793.7) (1,679.7) Selling, general and administrative (203.8) (197.5) (221.3) (217.6) (207.5) (191.3) Unusual items (70.0) - 3.4 1.0 (2.1) 15.5 Interest, net (10.7) (11.9) (18.8) (20.7) (26.9) (22.4) Corporate (.8) (.4) (2.8) - - - Earnings (losses) from unconsolidated affiliates (12.2) 1.8 (2.1) .3 .9 1.3 Earnings (loss) before income taxes and cumulative effect of accounting change (24.9) 66.1 67.4 66.2 45.6 64.1 Income taxes 11.5 (24.9) (28.3) (31.0) (20.3) (29.0) Earnings (loss) before cumulative effect of accounting change (13.4) 41.2 39.1 35.2 25.3 35.1 Cumulative effect of accounting change, net of taxes - - (17.1) - - - Net earnings (loss) $ (13.4) $ 41.2 $ 22.0 $ 35.2 $ 25.3 $ 35.1 Earnings (loss) per share of common stock: Before cumulative effect of accounting change $ (.72) $ 2.13 $ 2.00 $ 1.81 $ 1.30 $ 1.66 Cumulative effect of accounting change - - (.88) - - - Net earnings (loss) per share of common stock $ (.72) $ 2.13 $ 1.12 $ 1.81 $ 1.30 $ 1.66 Year-End Financial Position Current assets $ 439.3 $ 415.9 $ 413.3 $ 427.6 $ 474.1 $ 395.7 Current liabilities 301.7 243.5 285.4 312.5 348.0 236.3 Working capital 137.6 172.4 127.9 115.1 126.1 159.4 Property, plant and equipment, net 245.9 245.7 221.3 239.2 218.7 182.4 Long-term debt, net of current portion 195.1 167.0 103.9 115.0 134.6 136.3 Redeemable preferred stock 3.6 3.9 3.9 4.1 4.1 4.1 Shareholders' equity 250.0 322.0 313.1 320.6 303.0 297.0 Total assets 814.8 803.5 767.7 805.6 844.3 716.0 Dividends Paid Preferred stock $ .2 $ .2 $ .2 $ .2 $ .2 $ .2 Common stock 15.2 15.4 15.4 15.2 15.2 16.7 Per share of common stock .80 .80 .80 .79 .79 .79 Other Financial Data Current ratio 1.5:1 1.7:1 1.4:1 1.4:1 1.4:1 1.7:1 Return on beginning shareholders' equity (4.2%) 13.1% 12.1%* 11.5% 8.5% 10.0% Equity per share of common stock $ 13.63 $ 16.64 $ 16.19 $ 16.41 $ 15.68 $ 15.45 Debt to total capitalization 50% 37% 33% 34% 50% 41% Depreciation $ 24.9 $ 23.8 $ 24.7 $ 24.1 $ 22.4 $ 21.7 Capital expenditures, excluding acquisitions $ 51.9 $ 45.7 $ 51.2 $ 57.3 $ 46.2 $ 36.0 Average common shares outstanding 18.9 19.3 19.5 19.4 19.3 21.1 Number of common shareholders 4,939 5,097 5,113 5,008 5,273 5,611 Number of employees 8,390 8,341 8,231 9,140 9,172 9,015 Market price per share of common stock: At year-end $ 17 3/8 $ 25 3/4 $ 26 3/8 $ 25 5/8 $ 16 1/2 $ 18 7/8 Range for year $ 26 3/8- $ 28 7/8- $ 31 1/2- $ 26 1/2- $ 22 1/4- $ 22 1/2- 16 3/4 23 1/4 23 7/8 16 3/8 16 1/8 17 3/8 *Exclusive of cumulative effect of accounting change.
EX-21 7 2/28/94 FORM 10-K EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF INTERNATIONAL MULTIFOODS CORPORATION The following is a list of the Company's subsidiaries as of February 28, 1994, except for unnamed subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. JURISDICTION OF NAME OF SUBSIDIARY INCORPORATION Damca International Corporation Delaware Inversiones MONACA, C.A. Venezuela Molinos Nacionales, C.A. (MONACA) Venezuela Agencia Harinas International, C.A. Venezuela Distribuidora Juana, C.A. Venezuela Distribuidora Super-Super, C.A. Venezuela Granjas Productoras de Alimentos Concentrados, C.A. Venezuela Harinas Juana Damca, C.A. Venezuela Inversiones Migdalet, C.A. Venezuela Precocidos Monica, C.A. Venezuela Precocidos Payara, C.A. Venezuela Precocidos Portuguesa, C.A. Venezuela Servicios De Computacion Y Contabilidad "SECON" S.A. Venezuela Super-Ave S.A. Venezuela Super-S, C.A. Venezuela The Super Feeds, C.A. Venezuela Robin Hood Multifoods Inc. Ontario Multifoods Inc. Ontario Gourmet Baker, Inc. Ontario 980964 Ontario Limited Ontario Fantasia Confections, Inc. California International Multifoods Foodservice Corp. Delaware Minnesota Foodservice, Inc. Minnesota JAC Creative Foods, Inc. California JAC Creative Foods (Canada) Inc. Ontario MINETCO - Minnesota International Export Trading Company, Inc. Minnesota Minnetco Bank Limited Cayman Islands Multifoods Bakery Distributors, Inc. Delaware Multifoods Bakery International, Inc. Delaware Northeast Bakery Company Delaware Prepared Foods, Inc. Delaware Prepared Foods, Inc. Texas VSA, Inc. Colorado Vendors Supply of America Corporation Delaware EX-23 8 2/28/94 FORM 10-K EXHIBIT 23 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors International Multifoods Corporation We consent to incorporation by reference in Registration Statements No. 33-48073 on Form S-8 relating to the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation, No. 2-99818 on Form S-8 relating to the Stock Purchase Plan of Robin Hood Multifoods Inc., No. 2-84236 on Form S-8 relating to the 1983 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-6223 on Form S-8 relating to the 1986 Stock Option Incentive Plan of International Multifoods Corporation, No. 33-30979 relating to the Amended and Restated 1989 Stock- Based Incentive Plan of International Multifoods Corporation and No. 33-6978 on Form S-3 relating to certain debt securities of International Multifoods Corporation of our reports dated April 13, 1994, relating to the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of February 28, 1994 and 1993 and the related consolidated statements of operations and cash flows and related financial statement schedules for each of the fiscal years in the three- year period ended February 28, 1994, which reports appear or are incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended February 28, 1994, of International Multifoods Corporation. /s/ KPMG Peat Marwick KPMG Peat Marwick Minneapolis, Minnesota May 13, 1994 -----END PRIVACY-ENHANCED MESSAGE-----