-----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, BcLh3gq3zFV1sIIK7/wO8lMNS59bM5VE2HP004yIv2t9Xsm930uEtmpUSi+A0KCT egdf38qj3/M4VNPcN5ktWg== 0000051410-95-000019.txt : 19950531 0000051410-95-000019.hdr.sgml : 19950531 ACCESSION NUMBER: 0000051410-95-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950228 FILED AS OF DATE: 19950526 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MULTIFOODS CORP CENTRAL INDEX KEY: 0000051410 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 410871880 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06699 FILM NUMBER: 95542561 BUSINESS ADDRESS: STREET 1: 33 S SIXTH ST STREET 2: P O BOX 2942 CITY: MINNEAPOLIS STATE: MN ZIP: 55402-0942 BUSINESS PHONE: 6123403300 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 11-K 1 2/28/95 RHM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended February 28, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to ________ Commission File Number 1-6699 Stock Purchase Plan of Robin Hood Multifoods Inc. 60 Columbia Way Markham, Ontario L3R 0C9 (Full title and address of plan) International Multifoods Corporation 33 South Sixth Street Minneapolis, Minnesota 55402 (Name of issuer and address of principal executive offices of issuer) Independent Auditors' Report The Savings Committee Stock Purchase Plan of Robin Hood Multifoods Inc.: We have audited the accompanying statements of financial condition of the Stock Purchase Plan of Robin Hood Multifoods Inc., as of February 28, 1995 and February 28, 1994, and the related statements of income and changes in plan equity for each of the years in the three-year period ended February 28, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan as of February 28, 1995 and February 28, 1994, and the income and changes in plan equity for each of the years in the three-year period ended February 28, 1995 in conformity with generally accepted accounting principles. /s/KPMG Peat Marwick LLP Minneapolis, Minnesota April 14, 1995 Stock Purchase Plan of Robin Hood Multifoods Inc. Statements of Financial Condition February 28, 1995 and February 28, 1994 (Expressed in Canadian Dollars) 1995 1994 Assets Cash $ 1,295 $ - Contributions receivable: Employee 52,943 55,190 Employer 26,471 28,853 79,414 84,043 Investment in shares of common stock of International Multifoods Corporation, at fair market value: 1995 - 5,517 shares; cost $140,710; 1994 - 7,064 shares; cost $184,012 143,187 165,940 $223,896 $249,983 Plan Equity $223,896 $249,983 See accompanying notes to financial statements. Stock Purchase Plan of Robin Hood Multifoods Inc. Statements of Income and Changes in Plan Equity Three years ended February 28, 1995 (Expressed in Canadian Dollars) 1995 1994 1993 Investment income: Cash dividends $ 28,503 $ 22,125 $ 20,433 Interest income 104 262 999 28,607 22,387 21,432 (Increase) decrease in unrealized depreciation of investment 19,826 (21,672) (5,819) Realized gain (loss) on withdrawals of common stock 104,296 (239,213) 7,006 Net investment gain (loss) 152,729 (238,498) 22,619 Contributions and deposits: Deposits by Members 662,624 687,694 706,173 Contributions by participating Employer, net of forfeitures on termination 326,465 341,169 351,838 Total contributions and deposits 989,089 1,028,863 1,058,011 Total increase in plan equity 1,141,818 790,365 1,080,630 Withdrawals: Cash 8,113 7,164 10,850 Distributions in stock 1,159,792 855,331 1,039,124 Total withdrawals 1,167,905 862,495 1,049,974 Net increase(decrease) in plan equity (26,087) (72,130) 30,656 Balance of plan equity at beginning of year 249,983 322,113 291,457 Balance of plan equity at end of year $ 223,896 $ 249,983 $ 322,113 See accompanying notes to financial statements. Stock Purchase Plan of Robin Hood Multifoods Inc. Notes to Financial Statements 1. Summary of Significant Accounting Policies: The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States. Transactions in securities are recorded on the transaction date. The investment in common stock of International Multifoods Corporation is stated at fair market value based on published market value. Robin Hood Multifoods Inc. and its participating subsidiary corporations (the "Employer") pay all administrative costs of the Stock Purchase Plan of Robin Hood Multifoods Inc. (the "Plan"). On or about February 15 of each year, the unit value of the vested units or portions thereof of the Trust Fund credited to each participating employee's ("Member's") account on the date of distribution are distributed in full shares of Common Stock of International Multifoods Corporation ("Multifoods") to the extent possible and the balance, if any, is paid in cash. Realized gains or losses reflect the difference between fair market values of stock withdrawals by Members and historical cost of the shares on a first-in, first-out basis ("FIFO"). 2. Summary Description of Plan: The Plan is a voluntary investment plan intended to provide an opportunity for salaried employees of the Employer to become stockholders of Multifoods and to encourage them to invest on a regular basis. A Member may contribute monthly from 2% to 5% of regular salary to the Plan. The Employer contributes an amount equal to 50% of the Member's contribution. Contributions of a Member, and of the Employer on behalf of the Member, are calculated and maintained in terms of shares of stock. The number of employees participating in the Plan together with the shares and the share values of the Members under the Plan at February 28, 1995 and February 28, 1994 were as follows: 1995 1994 Number of employees 280 260 Number of shares 5,517 7,064 Net asset value per share: At cost $40.134 $37.947 At market 40.583 35.388 Employees' contributions are fully vested. Employer contributions become fully vested after the employee has been a Member of the Plan for three years, or upon retirement, pre-retirement death or disability, and certain other occurrences. The amounts forfeited by employees who withdraw prior to becoming fully vested are used to reduce subsequent Employer contributions. Robin Hood Multifoods Inc. may at any time, by action of its Board of Directors, terminate the Plan or discontinue contributions with respect to any one or more participating Employers. Upon termination or discontinuance of contributions, Employer contribution amounts in Member accounts will be distributable to the Member or his or her beneficiary. The corporations represented by the Employer are all Canadian corporations and all Members are Canadian residents. The Plan is not subject to the provisions of the United States Employee Retirement Income Security act of 1974. 3. Realized Gains or Losses: Realized gains or losses resulting from withdrawals and distributions to Members of Multifoods common stock are as follows: Multifoods Common Stock 1995: Aggregate market value/proceeds $1,159,792 Aggregate FIFO cost 1,055,496 Realized Gain $ 104,296 1994: Aggregate market value/proceeds $ 855,331 Aggregate FIFO cost 1,094,544 Realized Loss $ (239,213) 1993: Aggregate market value/proceeds $1,039,124 Aggregate FIFO cost 1,032,118 Realized Gain $ 7,006 4. Income Taxes: The Plan is not subject to U.S. or Canadian income taxes. Members are subject to Canadian income tax each year in the amount of Employer contributions to the Plan and income (including a portion of capital gains less capital losses arising and realized after December 31, 1971) from the Trust Fund allocated for the year by the trustee to their accounts, even though Employer contributions are on a contingent basis. Distributions from the Plan will be received by Members free of any further Canadian tax. If amounts are forfeited under the Plan, the Members affected will be entitled to a refund of 15 percent of the amounts contingently allocated to their accounts and previously included in their income for tax purposes. 5. Contributions and Deposits: Contributions and deposits for the three years ended February 28, 1995 are as follows: Members 1995 1994 1993 Robin Hood Multifoods Inc. $576,961 $588,091 $604,893 Multifoods Inc. 80,957 92,702 101,280 Gourmet Baker Inc. 4,706 6,901 - $662,624 $687,694 $706,173 Employer 1995 1994 1993 Robin Hood Multifoods Inc. $283,785 $292,358 $301,197 Multifoods Inc. 40,326 45,360 50,641 Gourmet Baker Inc. 2,354 3,451 - $326,465 $341,169 $351,838 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. STOCK PURCHASE PLAN OF ROBIN HOOD MULTIFOODS INC. May 26, 1995 By /s/ Bernard P. Sarrazin Bernard P. Sarrazin Member of the Savings Committee Independent Auditors' Consent The Board of Directors International Multifoods Corporation: We consent to incorporation by reference in Registration Statement No. 2- 99818 on Form S-8 of International Multifoods Corporation of our report dated April 14, 1995, relating to the statements of financial condition of the Stock Purchase Plan of Robin Hood Multifoods Inc. as of February 28, 1995 and 1994, and the related statements of income and changes in plan equity for each of the years in the three-year period ended February 28, 1995, which report appears in the February 28, 1995 Annual Report on Form 11-K of International Multifoods Corporation. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Minneapolis, Minnesota May 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----