SEC FORM 4

SEC Form 4

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^*

KEUP GREGORY J

(Last)

(First)

(Middle)

110 CHESHIRE LANE

(Street)

MINNETONKA

55305-1060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL MULTIFOODS CORP [ IMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/18/2004		D		5,693.6446	D	⁽¹⁾	0	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$21.4375	06/18/2004		D			400	⁽²⁾	03/20/2007	Common Stock	400	⁽²⁾	0	D
Stock Option	$29.2813	06/18/2004		D			600	⁽²⁾	03/18/2008	Common Stock	600	⁽²⁾	0	D
Stock Option	$21.75	06/18/2004		D			500	⁽²⁾	03/17/2009	Common Stock	500	⁽²⁾	0	D
Stock Option	$11.8438	06/18/2004		D			15,000	⁽²⁾	03/22/2010	Common Stock	15,000	⁽²⁾	0	D
Stock Option	$21.23	06/18/2004		D			6,000	⁽²⁾	07/01/2011	Common Stock	6,000	⁽²⁾	0	D
Stock Unit	⁽³⁾	06/18/2004		D			2,900	⁽³⁾	07/02/2004	Common Stock	2,900	⁽³⁾	0	D
Stock Option	$27.35	06/18/2004		D			4,500	⁽²⁾	06/19/2012	Common Stock	4,500	⁽²⁾	0	D
Stock Unit	⁽³⁾	06/18/2004		D			2,000	⁽³⁾	06/20/2005	Common Stock	2,000	⁽³⁾	0	D
Stock Option	$23.2	06/18/2004		D			5,250	⁽²⁾	06/19/2013	Common Stock	5,250	⁽²⁾	0	D
Stock Unit	⁽³⁾	06/18/2004		D			1,600	⁽³⁾	06/20/2006	Common Stock	1,600	⁽³⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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 Gregory J. Keup	06/18/2004
	** Signature of Reporting Person	Date
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