-----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, TU49xzGgwf9FHCMyPsB3YwAF+byQ932INDoCBpTDcwImMDU965FXIYli56ulBfGP vogaPAfJeOpVjyb8Uwr+XA== 0001179110-04-013207.txt : 20040618 0001179110-04-013207.hdr.sgml : 20040618 20040618122415 ACCESSION NUMBER: 0001179110-04-013207 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040618 FILED AS OF DATE: 20040618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONVINO FRANK W CENTRAL INDEX KEY: 0001202323 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06699 FILM NUMBER: 04870252 BUSINESS ADDRESS: STREET 1: 110CHESHIRE LANE STREET 2: SUITE 300 CITY: MINNETONKA STATE: MN ZIP: 55305 1060 BUSINESS PHONE: 952 594 3300 ISSUER: 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 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 4 1 edgar.xml FORM 4 - X0202 4 2004-06-18 1 0000051410 INTERNATIONAL MULTIFOODS CORP IMC 0001202323 BONVINO FRANK W 110 CHESHIRE LANE MINNETONKA MN 55305-1060 0 1 0 0 Senior V.P., General Counsel Common Stock 2004-06-18 4 D 0 17294 D 0 D Common Stock 2004-06-18 4 D 0 10782.4551 D 0 I 401(k) Plan Stock Option 18.6875 2004-06-18 4 D 0 10000 D 2005-03-16 Common Stock 10000 0 D Stock Option 19.3125 2004-06-18 4 D 0 7500 D 2006-03-14 Common Stock 7500 0 D Stock Option 21.4375 2004-06-18 4 D 0 7000 D 2007-03-20 Common Stock 7000 0 D Stock Option 25.4375 2004-06-18 4 D 0 32000 D 2008-02-01 Common Stock 32000 0 D Stock Option 29.2812 2004-06-18 4 D 0 8000 D 2008-03-18 Common Stock 8000 0 D Stock Option 21.7500 2004-06-18 4 D 0 6000 D 2009-03-17 Common Stock 6000 0 D Stock Option 11.8438 2004-06-18 4 D 0 30000 D 2010-03-22 Common Stock 30000 0 D Stock Option 21.23 2004-06-18 4 D 0 15000 D 2011-07-01 Common Stock 15000 0 D Stock Unit 2004-06-18 4 D 0 10000 D 2004-07-02 Common Stock 10000 0 D Stock Option 27.35 2004-06-18 4 D 0 9000 D 2012-06-19 Common Stock 9000 0 D Stock Unit 2004-06-18 4 D 0 4250 D 2005-06-20 Common Stock 4250 0 D Stock Option 23.20 2004-06-18 4 D 0 11000 D 2013-06-19 Common Stock 11000 0 D Stock Unit 2004-06-18 4 D 0 5800 D 2006-06-20 Common Stock 5800 0 D Disposed of pursuant to the agreement and plan of merger between International Multifoods Corporation ("Multifoods") and The J.M. Smucker Company ("Smucker") in exchange for $5.00 per share in cash and 0.4103 shares of Smucker common stock for each share of Multifoods common stock, which Smucker common stock had a market value of $46.50 per share as of the effective date of the merger. As a result of the merger, this option vested in full to the extent not previously vested on the effective date of the merger, was assumed by Smucker and was replaced with an option to purchase 0.5129 shares of Smucker common stock for each option share of Multifoods common stock. The exercise price per share of the Smucker option is equal to the exercise price per share of the Multifoods option divided by 0.5129. Each unit was to be paid in shares of common stock of Multifoods in an amount equal to the value of a share of the common stock of Multifoods on the date of vesting. As a result of the merger, these stock units vested in full on the effective date of the merger and were disposed of in exchange for $5.00 per share in cash and 0.4103 shares of Smucker common stock for each share of Multifoods common stock, which Smucker common stock had a market value of $46.50 per share as of the effective date of the merger. /s/ Timothy J. Keenan, Attorney-in-Fact for Frank W. Bonvino 2004-06-18 EX-24 2 powerofattorney.txt BONVINO POWER OF ATTORNEY POWER OF ATTORNEY Know all by these presents, that I hereby constitute and appoint each of Timothy J. Keenan and Debra L. Hovland, my true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution for me and in my name, place and stead, to: 1. execute for me and on my behalf, in my capacity as an officer and/or director of International Multifoods Corporation, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder; 2. do and perform any and all acts for me and on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such Form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to me, in my best interest or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the attorneys-in-fact named above, in serving in such capacity at my request, are not assuming, nor is International Multifoods Corporation assuming, any of my responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4, and 5 with respect to my holdings of and transactions in securities of International Multifoods Corporation, unless earlier revoked by me in a signed writing delivered to the attorneys-in-fact named above. IN WITNESS WHEREOF, I have signed this Power of Attorney on September 18, 2002. /s/ Frank W. Bonvino Signature Frank W. Bonvino Print Name -----END PRIVACY-ENHANCED MESSAGE-----