-----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, AUPXyEfwAu4aDpouIllfyhLsRN8Sm+WSXxr11WqlC+uha4zSobQAcdqF120+VQ9X k+hsknbLTjlrmt43rxx8HA== 0000101063-96-000043.txt : 19960809 0000101063-96-000043.hdr.sgml : 19960809 ACCESSION NUMBER: 0000101063-96-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960801 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960808 SROS: BSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 96605387 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 1, 1996 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) New Jersey 1-1550 04-1923360 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 250 East Fifth Street, Cincinnati, Ohio 45202 (Address ofprincipal executive offices) Registrant's telephone number, including area code: (513) 784-8000 INFORMATION TO BE INCLUDED IN THE REPORT Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this Report. Item 5. Other Events. The Company is making this filing in order to place the information contained herein on file with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Reference is made to the Company's August 1, 1996 News Release reporting operating results for the quarter ended June 30, 1996, attached as Exhibit 7(c)99.1. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits 99.1 News Release of the Company issued August 1, 1996 2 SIGNATURES 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. Date: August 6, 1996 CHIQUITA BRANDS INTERNATIONAL, INC. By: /s/William A. Tsacalis William A. Tsacalis Vice President and Controller 3 EXHIBIT 7(c)99.1 Chiquita Brands International News Release FOR IMMEDIATE RELEASE CHIQUITA ANNOUNCES SECOND QUARTER RESULTS AND DECLARES QUARTERLY DIVIDENDS CINCINNATI, OHIO, August 1, 1996 -- Chiquita Brands International, Inc. today reported income from continuing operations for its second quarter ended June 30, 1996 of $43 million ($.68 per share) compared to $32 million ($.52 per share) for the second quarter of 1995. Net sales for the quarter decreased to $714 million from $728 million in 1995 primarily as a result of the December 1995 sale of Numar Costa Rica. The elimination of earnings from this divested operation was more than offset by an improvement in banana operating results which benefited from higher prices and further improvements in delivered product costs. Second quarter consolidated operating income increased by $5 million to $75 million. Net interest expense for the quarter was reduced by $6 million as a result of sales of non-core assets in 1995. In July 1996, the Company sold $100 million of $3.75 Convertible Preferred Stock and $150 million of 10 1/4% Senior Notes due 2006, the proceeds of which were used primarily to prepay its $220 million outstanding 11 1/2% Subordinated Debentures. Keith E. Lindner, President and Chief Operating Officer, stated: "These results reflect the achievement of lower operating costs and lower financing costs. In addition, our cumulative deleveraging measures have produced a stronger balance sheet with net debt representing half of Chiquita's total capitalization. These improvements, together with our ability to generate significant free cash flow in excess of bottom line results, will further enhance Chiquita's financial condition and earnings potential." Net income for the 1996 second quarter was $38 million ($.59 per share) after an extraordinary charge of $6 million ($.09 per share) for the prepayment of its $66 million outstanding 10 1/2% Subordinated Debentures. In the second quarter of 4 1995, earnings from Chiquita's discontinued meat business of $.03 per share and an extraordinary charge related to debt refinancings of $.07 per share were included in reported net income of $29 million ($.48 per share). For the first half of 1996, the Company earned $79 million ($1.25 per share) from continuing operations excluding first quarter charges of $12 million ($.19 per share) for damage caused by industry-wide flooding in Costa Rica. For the first half of 1995, income from continuing operations was $66 million ($1.07 per share). 1996 first half net income, including the flood and debt prepayment charges, was $62 million ($.97 per share). In the first six months of 1995, income from discontinued meat operations of $.10 per share and the extraordinary loss on debt refinancing of $.08 per share were included in reported net income of $67 million ($1.09 per share). Separately, the Company declared quarterly dividends of $.05 per share on its common stock and $.7188 per share on its Series A Preferred Stock and an initial dividend of $.4271 per share on its recently issued Series B Preferred Stock. Each dividend is payable as of September 7, 1996 to shareholders of record at the close of business on August 21, 1996. Chiquita is a leading international marketer, producer and distributor of bananas and other quality fresh and processed food products. FOR FURTHER INFORMATION, PLEASE CONTACT: Joseph W. Hagin (513) 784-8866 5
CHIQUITA BRANDS INTERNATIONAL, INC. SUMMARY OF CONSOLIDATED OPERATIONS FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands, except per share amounts) Quarter Ended June 30, Six Months Ended June 30, 1996 1995 1996 1995 Net sales $ 713,698 $ 727,519 $ 1,338,504 $ 1,401,788 ========== ========== ============ =========== Income from continuing operations before unusual items $ 43,089 $ 32,095 $ 79,317 $ 65,694 Write-downs and costs associated with Costa Rica flood -- -- (12,000) -- Discontinued operations -- 2,035 -- 6,064 Extraordinary loss from refinancing of debt (5,556) (4,713) (5,556) (4,713) ---------- ---------- ------------- ----------- Net income $ 37,533 $ 29,417 $ 61,761 $ 67,045 ========== ========== ============ ============ Fully diluted earnings per share: - Income from continuing operations before unusual items $.68 $.52 $1.25 $1.07 - Write-downs and costs associated with Costa Rica Flood -- -- (.19) -- - Discontinued operations -- .03 -- .10 - Extraordinary loss (.09) (.07) (.09) (.08) ------- ------- ------- -------- - Net income $.59 $.48 $.97 $1.09 ======= ======= ======= ======== Weighted average number of common shares and equivalents used to calculate fully diluted earnings per share 63,550 61,715 63,689 61,399 ========= ========= ========= ========= Quarterly results are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year.
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