-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VSJQgXvn/yTsz5uOvm7VoPPvUeodUd339hqIxslcdupEIGIOTX5nyULCdRyJNtmi 4x94fAy5wkmpK+l15AcSkg== 0000912057-01-520488.txt : 20010621 0000912057-01-520488.hdr.sgml : 20010621 ACCESSION NUMBER: 0000912057-01-520488 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MULTIFOODS CORP CENTRAL INDEX KEY: 0000051410 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410871880 STATE OF INCORPORATION: DE FISCAL YEAR END: 0303 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-06699 FILM NUMBER: 1663789 BUSINESS ADDRESS: STREET 1: 200 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 6123403300 MAIL ADDRESS: STREET 1: 200 EAST LAKE STREET CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 11-K 1 a2052315z11-k.txt FORM 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 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 1-6699 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION 110 CHESHIRE LANE, SUITE 300 MINNETONKA, MINNESOTA 55305 (Full title and address of plan) INTERNATIONAL MULTIFOODS CORPORATION 110 CHESHIRE LANE, SUITE 300 MINNETONKA, MINNESOTA 55305 (Name of issuer and address of principal executive offices of issuer) EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Financial Statements and Supplemental Schedules December 31, 2000 and 1999 INDEPENDENT AUDITORS' REPORT The Board of Directors International Multifoods Corporation: We have audited the accompanying statements of net assets available for plan benefits of the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation (the "VISA Plan") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the VISA 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 auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets of the VISA Plan as of December 31, 2000 and 1999, and the changes in its net assets for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Minneapolis, Minnesota May 18, 2001 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statements of Net Assets Available for Plan Benefits December 31, 2000 and 1999
2000 1999 ----------- ----------- Investments $ 62,496,619 58,582,031 ----------- ----------- Receivables: Accrued investment income 162,650 150,361 Employer contribution 79,841 84,489 Participant contribution 197,827 211,257 ----------- ----------- Total receivables 440,318 446,107 ----------- ----------- Net assets available for plan benefits $ 62,936,937 59,028,138 =========== ===========
See accompanying notes to financial statements. 2 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 2000 and 1999
2000 1999 -------------- -------------- Investment income: Net appreciation (depreciation) in fair value of investments $ 2,531,341 (874,794) Interest 215,495 145,946 Dividends 1,036,844 1,062,310 -------------- -------------- 3,783,680 333,462 -------------- -------------- Contributions: Participant 5,595,591 5,340,180 Employer 2,189,880 2,015,044 -------------- -------------- 7,785,471 7,355,224 -------------- -------------- Total additions 11,569,151 7,688,686 -------------- -------------- Distributions 7,592,959 6,416,550 Administrative expenses 67,393 60,873 -------------- -------------- Total deductions 7,660,352 6,477,423 -------------- -------------- Net increase 3,908,799 1,211,263 Net assets available for plan benefits: Beginning of year 59,028,138 57,816,875 -------------- -------------- End of year $ 62,936,937 59,028,138 ============== ==============
See accompanying notes to financial statements. 3 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Notes to Financial Statements December 31, 2000 and 1999 (1) DESCRIPTION OF THE VISA PLAN The following brief description of the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation (the "VISA Plan") is provided for general information purposes only. For more complete information about the VISA Plan's eligibility, vesting, withdrawal and benefit provisions, employees should refer to their copy of the Summary Plan Description. The VISA Plan is a voluntary investment and savings plan intended to be a long-term investment program to provide participating employees ("Members") with additional retirement income. Salaried employees as well as certain hourly employees of International Multifoods Corporation (the "Company") and participating subsidiaries are eligible for the VISA Plan after one year of qualifying service. The VISA Plan is a salary reduction plan under Section 401(k) of the Internal Revenue Code and qualifies as an Employee Stock Ownership Plan ("ESOP") under Section 4975(e) of the Internal Revenue Code. The ESOP provisions allow the Trustee (Wells Fargo Bank Minnesota, N.A.), at the direction of the VISA Plan Administrator, to purchase common stock of the Company with the proceeds of one or more loans. Any loan transaction entered into must provide that the lender shall be without recourse against the assets of the VISA Plan, except for common stock held in a loan suspense account, and therefore not allocated to participating Members. The Company and its participating subsidiary corporations (the "Employer") absorb a major portion of the administrative costs of the VISA Plan including audit, accounting and legal fees. The operational expenses of each investment fund (commissions or other transaction costs, investment management fees, etc.) are paid out of that fund and reduce its rate of return. The Trustee's fees are also paid out of the trust and are charged against the Members' accounts pro rata based on the account balances. The VISA Plan also allows certain other administrative expenses (recordkeeping fees, disbursement fees, etc.) to be paid out of the trust and charged against the Members' accounts, although the Employer currently pays such fees and expenses. Members enter into salary reduction agreements with the Employer and may contribute, within limitations specified by the Internal Revenue Code, from 2% to 15% of covered pay. The Employer's contribution is 50% of the Member's contribution with a limit of 3.5% of the Member's covered pay. Members' deposits are fully vested. Employer contributions are 20% vested after one year of service and continue to vest an additional 20% each year, becoming fully vested after the employee has completed five years of service, or upon reaching age 65, retirement, pre-retirement disability, death and certain other occurrences. An employee, whether or not such employee has satisfied the service requirement to become a Member, is eligible to contribute any amount that qualifies as a rollover contribution (as defined in the VISA Plan). Rollover contributions are not eligible for Employer matching contributions. 4 (2) ACCOUNTING POLICIES (a) BASIS OF ACCOUNTING The VISA Plan's accounting policies conform to generally accepted accounting principles ("GAAP") applied on a consistent basis. The financial statements of the VISA Plan are prepared under the accrual method of accounting. (b) USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period. Actual results could differ from these estimates. (c) INVESTMENT VALUATION AND INCOME RECOGNITION Significant policies related to investments are summarized below: The fair value of investments in the Company's common stock is based upon published quotations. The fair value of investments in common trust funds and mutual funds is determined by the trustee or custodian of those funds on the basis of the fair values of the underlying net assets. Net appreciation (depreciation) in fair value of investments represents increases or decreases in value resulting from realized and unrealized gains and losses. The Member loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis, and dividends are recorded on the ex-dividend date. (d) PAYMENT OF BENEFITS Benefits are recorded when paid. 5 (3) MEMBER LOANS The VISA Plan allows Members to borrow from their account and repay it through after-tax payroll deductions. Members may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as transfers between the investment funds and the Loan Fund. Loan terms range from one to five years. The loans are due and payable 30 days following termination of employment, or earlier in certain circumstances. The loans are secured by the balance in the Member's account and bear interest at the prime rate plus 2%. Principal and interest payments are paid ratably from each paycheck. (4) FORFEITURES AND VESTING Members who terminate their employment with the Company forfeit the nonvested portion of the Company's contributions to their accounts. However, if terminated Members are reemployed by the Company within 5 years of termination, such forfeited nonvested portion of the Company's contributions is restored to their VISA Plan accounts. Forfeitures to the VISA Plan can be used to cover future Company's contributions or reinstate previously forfeited amounts to reemployed Members. Forfeitures to the VISA Plan were $38,424 and $50,264 in 2000 and 1999, respectively. The company's contributions vest as shown below:
EMPLOYEE'S VESTING SERVICE VESTED SINCE JOINING THE COMPANY PERCENTAGE ---------------------------------- ----------- 1 year but less than 2 years 20% 2 years but less than 3 years 40% 3 years but less than 4 years 60% 4 years but less than 5 years 80% 5 years or more 100%
If the Member retires, dies, becomes totally and permanently disabled, or if a Member's employment with the Company is involuntarily terminated due to the destruction, shutdown, or closing of any plant (or such other event as the Board of Directors of the Company deems to be sufficient cause to allow for full vesting), or if the VISA Plan is terminated by the Company, the Member is vested 100%, regardless of the length of Company service. (5) INVESTMENT FUNDS Members may deposit their contributions in any one of the following investment funds: International Multifoods Stock Fund, Wells Fargo Stable Return Fund, Fidelity Magellan Fund, Vanguard Institutional Index Fund, Vanguard Asset Allocation Fund, T. Rowe Price New Horizons Fund, MetWest Total Return Fund and Janus Worldwide Fund. Contributions can be allocated to funds in increments of 5%. Member contributions and investment balances can be reallocated at anytime. The Employer's contribution is invested 100% in the International Multifoods Stock Fund. Members may reallocate a portion of their Employer's contributions and investment balances only during a special "diversification election period" that occurs as the Member approaches retirement age. 6 The Finance and Benefit Investment Committee of the Company's Board of Directors selects the investment funds that will be offered under the VISA Plan. Each of the funds may temporarily hold cash or make short-term investments. The following schedule summarizes the type of investments, which may be made by each of the funds:
FUND DESCRIPTION - -------------------------------------------- ---------------------------------------------------------------- International Multifoods Stock Fund Invests in the common stock of the Company Wells Fargo Stable Return Fund Collective bank trust that invests in fixed income securities such as contracts with insurance companies and banks Fidelity Magellan Fund Mutual fund that invests in equity securities Vanguard Institutional Index Fund Mutual fund that invests in equity securities of companies that make up the Standard and Poor's 500 Composite Stock Price Index Vanguard Asset Allocation Fund Mutual fund that invests in fixed income securities and equity securities T. Rowe Price New Horizons Fund Mutual fund that invests in equity securities of young, emerging growth companies MetWest Total Return Fund Mutual fund that invests in fixed income securities such as U.S. government securities, corporate debt securities, and commercial paper Janus Worldwide Fund Mutual fund that invests in equity securities of foreign and domestic companies
(6) PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right to terminate the VISA Plan or discontinue contributions with respect to any one or more participating employers. Upon termination or discontinuance of contributions, Employer contribution amounts in Member accounts which have not vested will become vested. Thereafter, full distribution of each fund may be made to Members, either by lump sum payment or by annual installment payments over a period not exceeding ten years. 7 (7) DISTRIBUTIONS The VISA Plan provides for the distribution of a Member's account balance upon retirement, death, termination of employment or certain other occurrences. In addition, Members who meet certain qualifications as to age and length of participation in the VISA Plan, or who have a proven financial hardship, may elect to withdraw a portion of their account balance. Distributions may be made either by lump sum payment or by annual installment payments over a period not exceeding ten years at the discretion of the VISA Plan Administrator. Distributions from the Company Common Stock Fund of the VISA Plan are made in full shares of common stock of the Company and cash for any fractional share equivalents, except that members may elect to receive cash distributions. The number of shares to be distributed is determined by the market value of the common stock as of the valuation date. (8) INCOME TAXES The Company received a tax determination letter dated June 25, 1996, from the Internal Revenue Service stating that the VISA Plan meets the requirements of Section 401(a) of the Internal Revenue Code and that the trust created under the VISA Plan is therefore exempt from Federal income taxes under provisions of Section 501(a). As of the date of this report, the Company believes that the VISA Plan and its related trust continue to qualify under the provisions of Sections 401(a) and 501(a) and are exempt from Federal income taxes. The VISA Plan qualifies as a salary reduction plan under Section 401(k) of the Internal Revenue Code. Accordingly, Employer contributions and allocations to Members' accounts of trust earnings are not taxable to Members when made or when credited to the Member's account. However, Member distributions are subject to ordinary income taxes and may be subject to an additional 10% penalty tax. 8 (9) INVESTMENTS The following represent 5% or more of the net assets available for plan benefits at December 31, 2000 and 1999:
2000 1999 ------------- ------------- International Multifoods Stock Fund: Nonparticipant-directed $ 12,885,489 7,156,843 Participant directed 3,379,177 2,485,394 ------------- ------------- $ 16,264,666 9,642,237 ------------- ------------- Wells Fargo Stable Return Fund $ 6,961,793 6,686,312 Fidelity Magellan Fund 13,546,412 15,932,015 Vanguard Institutional Index Fund 9,841,870 12,084,895 Vanguard Asset Allocation Fund 4,969,818 5,449,743 Janus Worldwide Fund 3,780,738 3,655,608 T. Rowe Price New Horizons Fund 3,845,842 2,848,834
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $2,531,341 in 2000 and depreciated in value by $874,794 in 1999, as follows:
2000 1999 ------------- ------------- Mutual funds $ (3,149,199) 7,476,064 International Multifoods Stock Fund 5,680,540 (8,350,858) ------------- ------------- $ 2,531,341 (874,794) ============= =============
9 (10) NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments are as follows:
2000 1999 -------------- ------------- International Multifoods Stock Fund $ 12,885,489 7,156,843 Short-Term Investment Fund 278,474 234,911 Accrued investment income 128,477 106,017 Employer contributions receivable 79,841 84,489 -------------- ------------- Net assets $ 13,372,281 7,582,260 ============== ============= Changes in net assets: Contributions $ 2,189,880 2,015,044 Dividends 482,812 411,855 Interest 16,622 16,429 Net appreciation (depreciation) in fair value of investments 4,341,804 (6,538,317) Distributions (1,208,385) (1,195,881) Administrative expenses (5,540) (7,234) Transfers to participant-directed investments (27,172) (32,600) -------------- ------------- Net increase (decrease) in net assets $ 5,790,021 (5,330,704) ============== =============
(11) PARTY-IN-INTEREST TRANSACTIONS Transactions resulting in plan assets being transferred to or used by a related party are prohibited under the Pension Reform Act (the Act) unless a specific exemption applies. The Trustee of the VISA Plan, Wells Fargo Bank Minnesota, N.A., and International Multifoods Corporation are defined as parties-in-interest with respect to the VISA Plan. However, such transactions are exempt under section 408(b)(8) and are not prohibited under the Act. 10 SCHEDULE 1 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Item 27a - Schedule of Assets Held for Investment Purposes at End of Year As of December 31, 2000
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENTS, LESSOR, OR SIMILAR PARTY (NO. OF SHARES) COST FAIR VALUE - ---------------------------------------------- ------------------------------------- ------------- -------------- Common stock: *International Multifoods Corporation 800,722 shares common stock, par value $0.10 per share $ 10,692,884 16,264,666 ------------- -------------- Total common stock 10,692,884 16,264,666 ------------- -------------- Cash and common trust funds: Wells Fargo Bank Minnesota, N.A.: *Short-term Investment Fund 351,503 units 351,503 351,503 *Stable Return Fund 230,111 units 6,687,909 6,961,793 ------------- -------------- Total common trust funds 7,039,412 7,313,296 ------------- -------------- Mutual funds: Fidelity Magellan Fund 113,549 units 15,038,686 13,546,412 Vanguard Institutional Index Fund 81,526 units 10,864,698 9,841,870 Vanguard Asset Allocation Fund 209,963 units 5,013,992 4,969,818 T. Rowe Price New Horizons Fund 160,981 units 4,602,208 3,845,842 MetWest Total Return Fund 128,063 units 1,288,519 1,294,720 Janus Worldwide Fund 66,492 units 5,039,859 3,780,738 ------------- -------------- Total mutual funds 41,847,962 37,279,400 ------------- -------------- Participant loan fund 1,639,257 units, interest rates ranged from 10.5% to 11.5% 1,639,257 1,639,257 ------------- -------------- Total investments $ 61,219,515 62,496,619 ============= ==============
*Represents party-in-interest. See accompanying independent auditors' report. 11 SCHEDULE 2 EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION Item 27d - Schedule of Reportable Transactions Year ended December 31, 2000 Series of transactions (involving one security) which exceed 5% of plan assets.
NUMBER OF NUMBER PURCHASE SELLING IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASES OF SALES PRICE PRICE - ------------------------------------ -------------------------- ----------- ---------- ----------- ---------- *Wells Fargo Bank Minnesota, N.A. Short-term Investment Fund 113 141 $ 5,089,921 5,054,908 *Wells Fargo Bank Minnesota, N.A. Stable Return Fund 72 104 7,199,918 7,278,141 International Multifoods Stock Fund Common Stock 20 11 2,314,508 1,091,202 Fidelity Magellan Fund Mutual Fund 75 142 6,781,935 7,183,066 Janus Worldwide Fund Mutual Fund 124 74 3,624,040 2,396,007 T. Rowe Price New Horizons Fund Mutual Fund 108 80 3,866,879 2,096,786 Vanguard Institutional Index Fund Mutual Fund 60 150 1,952,667 3,056,959 COST OF NET GAIN IDENTITY OF PARTY INVOLVED ASSET OR (LOSS) - ------------------------------------ ----------- ----------- *Wells Fargo Bank Minnesota, N.A. 5,054,908 -- *Wells Fargo Bank Minnesota, N.A. 6,580,702 697,439 International Multifoods Stock Fund 1,508,088 (416,886) Fidelity Magellan Fund 5,397,664 1,785,402 Janus Worldwide Fund 1,900,970 495,037 T. Rowe Price New Horizons Fund 1,944,885 151,901 Vanguard Institutional Index Fund 2,550,513 506,446
There were no individual transactions (involving one security) which exceed 5% of plan assets. *Represents party-in-interest. See accompanying independent auditors' report. 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' VOLUNTARY INVESTMENT AND SAVINGS PLAN OF INTERNATIONAL MULTIFOODS CORPORATION June 19, 2001 By /s/ Joyce G. Traver ---------------------------------------- Joyce G. Traver Director - Benefits EXHIBIT INDEX 23 Consent of KPMG LLP. EX-23 2 a2052315zex-23.txt EX-23 Exhibit 23 Independent Auditors' Consent The Board of Directors International Multifoods Corporation We consent to incorporation by reference in Registration Statement No. 333-51399 on Form S-8 of International Multifoods Corporation of our report dated May 18, 2001, relating to the statements of net assets available for plan benefits of the Employees' Voluntary Investment and Savings Plan of International Multifoods Corporation as of December 31, 2000 and 1999, and the related statements of changes in net assets available for plan benefits for the years then ended, and the supplemental information as of and for the year ended December 31, 2000 which report appears in the December 31, 2000 Annual Report on Form 11-K of International Multifoods Corporation. /s/ KPMG LLP Minneapolis, Minnesota June 15, 2001 -----END PRIVACY-ENHANCED MESSAGE-----