| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL MULTIFOODS CORP [ IMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/09/2004 | A | 1,110 | A | $0 | 17,294(1) | D | |||
| Common Stock | 10,645.1559 | I | 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $18.6875 | 03/17/1996 | 03/16/2005 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option | $19.3125 | 03/15/1997 | 03/14/2006 | Common Stock | 7,500 | 7,500 | D | ||||||||
| Stock Option | $21.4375 | 03/21/1998 | 03/20/2007 | Common Stock | 7,000 | 7,000 | D | ||||||||
| Stock Option | $25.4375 | 02/28/1999 | 02/01/2008 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Option | $25.4375 | 02/02/2006 | 02/01/2008 | Common Stock | 24,000 | 24,000 | D | ||||||||
| Stock Option | $29.2812 | 03/19/1999 | 03/18/2008 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Option | $21.75 | 03/18/2000 | 03/17/2009 | Common Stock | 6,000 | 6,000 | D | ||||||||
| Stock Option | $11.8438 | 03/23/2001 | 03/22/2010 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Stock Option | $21.23 | (2) | 07/01/2011 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Stock Unit | (3) | 07/02/2004 | 07/02/2004 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option | $27.35 | (4) | 06/19/2012 | Common Stock | 9,000 | 9,000 | D | ||||||||
| Stock Unit | (3) | 06/20/2005 | 06/20/2005 | Common Stock | 4,250 | 4,250 | D | ||||||||
| Stock Option | $23.2 | (5) | 06/19/2013 | Common Stock | 11,000 | 11,000 | D | ||||||||
| Stock Unit | (3) | 06/20/2006 | 06/20/2006 | Common Stock | 5,800 | 5,800 | D | ||||||||
| Explanation of Responses: |
| 1. Includes an aggregate of 1,342 restricted shares which were granted to Reporting Person under the stock-based incentive plans of International Multifoods Corporation (the "Company"). While the Reporting Person has the right to vote the shares and a qualified right to receive dividends thereon, the shares do not fully vest until future dates pursuant to the respective plans and Restricted Stock Award Agreements. |
| 2. The option becomes exercisable in three installments of 5,000 shares each on July 2, 2002, July 2, 2003 and July 2, 2004, respectively. |
| 3. Each unit will be paid in shares of Common Stock of the Company in an amount equal to the value of a share of the Common Stock of the Company on the date of vesting. |
| 4. The option becomes exercisable in three installments of 3,000 shares each on June 20, 2003, June 20, 2004 and June 20, 2005, respectively. |
| 5. The option becomes exercisable in three installments of 3,667 shares, 3,667 shares and 3,666 shares on June 20, 2004, June 20, 2005 and June 20, 2006, respectively. |
| /s/ Frank W. Bonvino | 02/10/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||