-----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, HVJ0g1GXXS6Dw/uh3ygX0/pae+BJ5cJ6CQEDuz3zk4jkEzHlhov9rtX/deye/ZYn 2Fdi42VlaAq151FGgW1+Bg== 0001104659-03-027886.txt : 20031205 0001104659-03-027886.hdr.sgml : 20031205 20031205101543 ACCESSION NUMBER: 0001104659-03-027886 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031205 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031205 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06699 FILM NUMBER: 031039336 BUSINESS ADDRESS: STREET 1: 110 CHESHIREL LANE STREET 2: SUITE 300 CITY: MINNETONKA STATE: MN ZIP: 55305-1060 BUSINESS PHONE: 9525943300 MAIL ADDRESS: STREET 1: 110 CHESHIREL LANE STREET 2: SUITE 300 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 8-K 1 a03-6047_18k.htm 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):   December 5, 2003

 

 

INTERNATIONAL MULTIFOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-6699

 

41-0871880

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

 

 

 

 

110 Cheshire Lane, Suite 300, Minnetonka, Minnesota

 

55305

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:   (952) 594-3300

 

 

 

 

 

Not applicable

(Former name or former address, if changed since last report)

 

 

 

Item 7.                                                           Financial Statements and Exhibits.

 

(c)                                  Exhibits.

 

99.1                    Press release of International Multifoods Corporation dated December 5, 2003.

 

Item 9.                                                           Regulation FD Disclosure

 

On December 5, 2003, International Multifoods Corporation (the “Company”) announced that Dan C. Swander, president and chief operating officer, is leaving the Company at the end of February 2004 and that the Company has retained Deloitte to conduct an organizational assessment.  See the Company’s press release dated December 5, 2003, which is furnished as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

INTERNATIONAL MULTIFOODS CORPORATION

 

 

 

 

 

 

Date:  December 5, 2003

By

 

/s/ Gary E. Costley

 

 

 

Gary E. Costley

 

 

Chairman of the Board and
Chief Executive Officer

 

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EXHIBIT INDEX

 

99.1                   Press release of International Multifoods Corporation dated December 5, 2003.

 

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 EX-99.1 3 a03-6047_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

News Release

 

 

FOR IMMEDIATE RELEASE

Contact:

Jill Schmidt

 

 

(952) 594-3385

 

DAN C. SWANDER TO LEAVE MULTIFOODS

 

Company retains Deloitte to conduct organizational assessment

 

MINNEAPOLIS, DEC. 5, 2003 — International Multifoods Corp. (NYSE: IMC) today announced that Dan C. Swander, currently president and chief operating officer, is leaving the company at the end of its fiscal year in February 2004 and that Gary E. Costley, chairman and chief executive officer, has assumed overall responsibility for the company’s operational activities.

“As a member of the leadership team that transformed Multifoods into a focused branded food company in North America, Dan Swander has contributed significantly to the future of this company,” Costley said.  “Dan introduced the company to the potential of the Pillsbury desserts and specialty products business acquisition and played a key role in helping us complete it.  He also was instrumental in structuring and staffing key management positions, and he successfully led the process to sell our former foodservice distribution business.”

Multifoods also said today that it has retained Deloitte to help management identify opportunities for the company to reduce costs, and improve productivity and organizational effectiveness.  The company expects the organizational assessment to be completed by the end of its fiscal year in February 2004.

“Our goal is to create a more efficient and streamlined organization focused on delivering profitable growth and strong cash flows,” Costley said.  “This effort will allow us to enhance our competitive position by optimizing our resources companywide, increasing our operating efficiencies and improving our sales and marketing execution.”

Costley also said that the company continues to expect fiscal 2004 earnings before unusual and one-time items in the range of $1.30 to $1.40 per diluted share.  Including previously announced and currently identified unusual and one-time items totaling
38 cents per share, full-year earnings per diluted share are expected to be in the range of 92 cents to $1.02.  These unusual and one-time items include a non-cash write-off of bank fees on a former credit facility, severance expenses, and costs related to the sale of the company’s former foodservice pie business and the organizational assessment.

Costley added that the organizational assessment is likely to result in restructuring actions and that the company expects to recognize additional charges in the fourth quarter related to its restructuring.

 

– more –

 

 

Swander, 60, joined Multifoods as president and chief operating officer in November 2001 following the company’s acquisition of the Pillsbury desserts and specialty products business.  Before joining Multifoods, Swander was chairman and managing director of Swander Pace & Company, a strategic consulting firm focused on the food, consumer packaged goods, soft goods and retailing industries.

 

About Multifoods

Multifoods is a manufacturer and marketer of branded consumer foods and foodservice products in North America.  The company’s food manufacturing businesses have combined annual net sales of nearly $940 million.  Multifoods’ brands include Pillsbury® baking mixes for items such as cakes, muffins, brownies and quick breads; Pillsbury® ready-to-spread frostings; Hungry Jack® pancake mixes, syrup and potato side dishes; Martha White® baking mixes and ingredients; Robin Hood® flour and baking mixes; Pet® evaporated milk and dry creamer; Farmhouse® rice and pasta side dishes; Bick’s® pickles and condiments in Canada; Softasilk® premium cake flour; Red River® hot flax cereal; and Golden Temple® Indian foods.  Further information about Multifoods is available on the Internet at www.multifoods.com.

 

Forward-Looking Language

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the company’s operations and financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. The company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials, utilities and fuel; the impact of labor matters; changes in laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St. Petersburg, Russia; risks commonly encountered in international trade; and other factors as may be discussed in the company’s Annual Report on Form 10-K for the year ended March 1, 2003, and other reports filed with the Securities and Exchange Commission.

 

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