-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XlKaMRryrCT11SuV6LMvaNlYVVEVBJg5wKL8B/26Xz98HxqXr7Ly5+cy390+8z+y LthDIJXFL9F872uf7G4X/g== 0000101063-94-000030.txt : 19940706 0000101063-94-000030.hdr.sgml : 19940706 ACCESSION NUMBER: 0000101063-94-000030 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 94536859 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 10-K/A 1 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K / A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File December 31, 1993 Number 1-1550 CHIQUITA BRANDS INTERNATIONAL, INC. Incorporated under the I.R.S. Employer I.D. Laws of New Jersey No. 04-1923360 250 East Fifth Street, Cincinnati, Ohio 45202 (513) 784-8011 PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 3. Exhibits See Index of Exhibits (page 4) for a listing of all exhibits filed with this Annual Report on Form 10-K, as amended. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized on June 28, 1994. CHIQUITA BRANDS INTERNATIONAL, INC. By /s/ William A. Tsacalis William A. Tsacalis Vice President and Controller CHIQUITA BRANDS INTERNATIONAL, INC. Index of Exhibits Exhibit Number Description *3-a The Company's Certificate of Incorporation **3-b The Company's By-Laws, filed as Exhibit 3-b to Annual Report on Form 10-K for the year ended December 31, 1992 4 Registrant has no outstanding debt issues exceeding 10% of the assets of Registrant and consolidated subsidiaries. The Registrant will furnish to the Securities and Exchange Commission, upon request, copies of all agreements and instruments defining the rights of security holders for debt issues not exceeding 10% of the assets of Registrant and consolidated subsidiaries. *10-a Lease of Lands and Operating Contract between United Brands Company, Chiriqui Land Company, Compania Procesadora de Frutas and the Republic of Panama, dated January 8, 1976, effective January 1, 1976 *10-b Agreement dated April 22, 1976 effective January 1, 1976 between Tela Railroad Company and the Government of Honduras Executive Compensation Plans **10-c 1986 Stock Option and Incentive Plan, filed as Exhibit A to the definitive Proxy Statement in connection with the Company's 1992 Annual Meeting of Shareholders **10-d Individual Stock Option Plan and Agreement, filed as Exhibit 4 to Registration Statement on Form S-8 No. 33-25950 dated December 7, 1988 **10-e Deferred Compensation Plan, filed as Exhibit 10-e to Annual Report on Form 10-K for the year ended December 31, 1992 *11 Computation of Earnings Per Common Share *12 Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends *13 Chiquita Brands International, Inc. 1993 Annual Report to Shareholders (pages 6 through 23 and inside back cover) *21 Subsidiaries of Registrant *23 Consent of Independent Auditors *24 Powers of Attorney 99(a) Annual Report on Form 11-K for the Chiquita Savings and Investment Plan for 1993 99(b) Annual Report on Form 11-K for the John Morrell & Co. Salaried Employees Incentive Savings Plan for 1993 * Previously filed with Securities and Exchange Commission. ** Incorporated by reference. EX-99 2 EX-99A Exhibit 99(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended Commission File December 31, 1993 Number 1-1550 CHIQUITA SAVINGS AND INVESTMENT PLAN Chiquita Brands International, Inc. Chiquita Center 250 East Fifth Street Cincinnati, Ohio 45202 CHIQUITA SAVINGS AND INVESTMENT PLAN Contents Page(s) Report of Independent Auditors 1 Financial Statements Statement of Plan Equity as of December 31, 1993 and 1992 2 Statement of Income and Changes in Plan Equity for the Years Ended December 31, 1993, 1992 and 1991 3 Notes to Financial Statements 4 - 14 Supplemental Schedules Assets Held for Investment at December 31, 1993 Schedule 1 Reportable Transactions for the Year Ended December 31, 1993 Schedule 2 Party-in-interest Transactions for the Year Ended December 31, 1993 Schedule 3 Signature Exhibit Consent of Independent Auditors Exhibit 1 REPORT OF INDEPENDENT AUDITORS The Administrative Committee of the Chiquita Savings and Investment Plan We have audited the accompanying statements of plan equity of the Chiquita Savings and Investment Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan at December 31, 1993 and 1992, and its income and changes in plan equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment, reportable transactions and party-in-interest transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG Cincinnati, Ohio June 28, 1994 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF PLAN EQUITY
December 31, 1993 1992 Investments, at fair value: Chiquita Brands International, Inc. capital stock $8,133,939 $8,373,806 Fidelity Magellan Fund 5,635,658 3,945,719 Chemical Bank - Temporary Investment Fund 4,362,392 3,851,394 Vanguard Index Trust 3,160,230 2,314,580 U.S. Treasury Notes 2,012,500 3,055,620 Chiquita Brands International, Inc. 11 7/8% subordinated debentures 647,900 623,100 Chiquita Brands International, Inc. $1.32 Depositary Shares 355,640 438,827 Total investments 24,308,259 22,603,046 Contributions receivable: Participant -- 251,769 Company 1,905,199 1,411,224 Loans to participants 669,640 676,322 Investment income receivable 50,455 52,901 26,933,553 24,995,262 Less: payable to participants for distributions (332,751) (515,727) Plan equity at end of year $26,600,802 $24,479,535
See accompanying notes to financial statements. CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Years Ended December 31, 1993 1992 1991 Investment income: Dividends $ 909,018 $ 885,177 $ 512,047 Interest 394,247 407,998 431,331 Net appreciation (depreciation) in fair value of investments (2,818,904) (7,765,779) 3,069,493 Contributions: Participant 3,004,248 3,115,217 2,584,040 Company: Cash, net of forfeitures of $109,649 in 1993, $118,269 in 1992 and $140,719 in 1991 1,483,851 1,195,767 1,190,152 Chiquita Brands International, Inc. capital stock 1,624,916 2,383,504 974,208 Rollovers 225,030 470,836 608,740 Transfer of assets from merged plans -- 1,969,729 -- 4,822,406 2,662,449 9,370,011 Less: distributions to participants (2,701,139) (2,205,263) (2,026,874) Net increase in plan equity 2,121,267 457,186 7,343,137 Plan equity: Beginning of the year 24,479,535 24,022,349 16,679,212 End of the year $26,600,802 $24,479,535 $24,022,349
See accompanying notes to financial statements. CHIQUITA SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DESCRIPTION OF THE PLAN The following description of the Chiquita Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering substantially all domestic salaried employees of Chiquita Brands International, Inc. (the "Company") and its subsidiaries (excluding John Morrell & Co.) who have completed six months of service and have attained the age of 21. During 1992, the Banana Supply Co., Inc. Profit Sharing Plan (the "Banana Supply Plan") and the Frupac International Corporation Cash-Op Plan were merged into the Plan. Although it is anticipated that the Plan will continue indefinitely, the Board of Directors of the Company can amend, suspend or terminate the Plan provided that such action does not reduce accrued benefits of any participant. The assets of the Plan at December 31, 1993 are held by Chemical Bank (the "Trustee"). Pending investment in each fund's primary investment vehicle (see "Investment Options"), the Trustee may invest monies temporarily in short-term investments. Participant Accounts Participants may have up to five accounts under the Plan - an "Employee Before-Tax Contribution Account," an "Employee After-Tax Contribution Account," a "Rollover Contribution Account," a "Matching Contribution Account" and, with respect to former participants of the Banana Supply Plan, an "Employee Profit Sharing Contributions Account." The participant's Employee Accounts reflect all employee before-tax, after-tax and rollover contributions, Banana Supply Co., Inc. profit sharing contributions, and the income, gains, losses, withdrawals, distributions and expenses attributable to such contributions. The Employee Before-Tax Contribution Account has two sub-accounts - the "Participant Restricted Contribution Account" and the "Participant Non-restricted Contribution Account." Contributions are allocated to these sub-accounts based on the participant's election as to how the contributions are to be invested. (See "Participant Contributions.") The Matching Contribution Account reflects the participant's share of Company contributions and the income, gains, losses, withdrawals, distributions and expenses attributable to such contributions. The Matching Contribution Account has two sub-accounts - a "Restricted Company Contribution Account" and a "Non-restricted Company Contribution Account." (See "Company Contributions.") Participant Contributions Participants may elect to defer as a Before-Tax Contribution any whole percentage of their compensation from 1% to 12%. Prior to 1989, participants could also elect to make After-Tax Contributions. The first 6% of compensation contributed to the Plan ("Eligible Participant Contributions") is eligible for employer matching contributions. The Plan limits the maximum amount of Before-Tax Contributions which may be made by a participant in any plan year to 12% of compensation, subject to the anti-discrimination standards of the Internal Revenue Code (the "Code"). Participants' taxable compensation is reduced by the amount of Before-Tax Contributions, and such amount is contributed to the Plan on their behalf by the Company. A participant's Before-Tax Contributions in any one year are also limited to a fixed dollar maximum ($8,994 for 1993, $8,728 for 1992 and $8,475 for 1991) as specified by the Code in Internal Revenue Service ("IRS") notices. Participant contributions, except for Eligible Participant Contributions to the Chiquita Capital Stock Fund (see "Investment Options"), are allocated to the Participant's Non-restricted Contribution Account. Eligible Participant Contributions to the Chiquita Capital Stock Fund are placed in the Participant Restricted Contribution Account. Such contributions are transferred to the Participant's Non-restricted Contribution Account on the third anniversary of the first day of the Plan year in which the contributions were made. The Plan also accepts rollover contributions ("Rollovers") from other qualified plans or from individual retirement accounts. Rollovers are credited to a participant's Rollover Contribution Account, are treated in a manner similar to Before-Tax Contributions for Plan accounting and federal income tax purposes, and are not eligible for matching contributions by the Company. Company Contributions For each Plan year, the Company makes a Basic Matching Contribution, a Discretionary Matching Contribution and a Stock Incentive Matching Contribution, as described below. All such contributions are based on Eligible Participant Contributions. The Company's matching contributions, which are subject to the anti-discrimination standards of the Code, are allocated to the Restricted Company Contribution Account and invested in the Chiquita Capital Stock Fund. Basic Matching Contributions For each Plan year, the Company makes a Basic Matching Contribution equal to 50% (or such higher percentage as the Plan Administrative Committee may in its discretion announce) of Eligible Participant Contributions. Such contributions amounted to 50% of Eligible Participant Contributions in each of 1993, 1992 and 1991. Discretionary Matching Contributions At the end of or during the year, the Company may, at its discretion, make an additional contribution to the account of each participant who is actively employed by the Company on the last day of the Plan year. The Discretionary Matching Contribution amounted to 65% in 1993, 70% in 1992 and 50% in 1991 of Eligible Participant Contributions. Stock Incentive Matching Contributions The Company contributes an additional matching contribution for Eligible Participant Contributions invested in the Chiquita Capital Stock Fund. The Stock Incentive Match was 40% in 1993, 50% in 1992 and 25% in 1991. The amount of the Stock Incentive Match is reviewed each year. Participants are notified prior to the beginning of the next Plan year if the amount of the Stock Incentive Match changes. All Company contributions since June 30, 1989 have been allocated to the Restricted Company Contribution Account and invested in the Chiquita Capital Stock Fund. Participants in the Plan for 10 years may direct up to 25% of their Restricted Company Contribution Account into one or more of the Plan's other investment funds, with the exception of the Chiquita Depositary Share Fund (see "Investment Options"), during the first four years after attaining age 55 and up to 50% beginning in the fifth year after attaining age 55. Under the Code, a participant's annual Before-Tax Contributions, After-Tax Contributions and employer matching contributions for any calendar year cannot exceed the lesser of a fixed dollar amount ($30,000 for 1993, 1992 and 1991) or 25% of the participant's compensation for that calendar year. Investment Options Participants in the Plan may invest their contributions in five investment funds: 1. Safety of Principal Fund - designed to offer protection of principal while providing a reasonable rate of current income. Contributions to this fund are invested in top quality, short-term, fixed-income securities including U.S. Treasury and agency obligations, guaranteed investment contracts, bank investment contracts and certificates of deposit. 2. Conservative Equity Fund - seeks long-term growth of capital and income, as well as reasonable rates of current income by investing in a portfolio of common stocks. Contributions to this fund are currently invested in the Vanguard Index Trust. 3. Growth Equity Fund - invests in stocks of both well-known and lesser-known companies with above average growth potential. Contributions to this fund are currently invested in the Fidelity Magellan Fund. 4. Chiquita Capital Stock Fund - invests in capital stock of the Company. 5. Chiquita Fixed Income Fund - invests in debt securities of the Company. During 1992, the Chiquita Depositary Share Fund was established in connection with the Company's issuance of Mandatorily Exchangeable Cumulative Preference Stock, Series C, represented by $1.32 depositary shares (the "Depositary Shares"), in exchange for shares of its capital stock. The Depositary Shares convert back into capital stock in 1995 or earlier at the Company's option. A total of 24,898 shares of capital stock were exchanged for Depositary Shares by participants. Participants are not permitted to contribute to the Chiquita Depositary Share Fund. However, during the three months ended March 31, 1993, participants could transfer funds between the other five investment funds and the Chiquita Depositary Share Fund. Commencing with the quarterly dividend payable September 17, 1993, the Company began paying the quarterly dividend of $.33 per share on its Depositary Shares in the form of capital stock, as permitted by the terms of the Depositary Shares. These shares of capital stock are also maintained in the Chiquita Depositary Share Fund. The Plan Administrative Committee (the "Plan Administrator") may change the investment manager of any investment fund by liquidating the assets of such investment fund managed by that investment manager and re-investing such assets in an investment fund managed by a different investment manager so long as such fund is within the established investment guidelines. At December 31, 1993 there were 1,093 participants in the Plan. The number of participants in each of the respective funds is presented below: Safety of Principal Fund 616 Conservative Equity Fund 596 Growth Equity Fund 717 Chiquita Capital Stock Fund 1,047 Chiquita Fixed Income Fund 276 Chiquita Depositary Share Fund 47 Vesting Participants are always fully vested in their Employee Accounts. Generally, Company contributions and the related earnings with respect to each Plan year become vested at a rate of 20% for each year of participation in the Plan. A participant also becomes fully vested upon completing five years of service. A participant also becomes fully vested immediately at age 65 or as a result of retirement on or after attaining age 65, death or disability. The non-vested portions of a terminating participant's Company Accounts are forfeited and used to reduce future Company contributions. Distributions, Withdrawals and Loans A participant's contributions, including all income and loss thereon, may be withdrawn only in limited circumstances, as permitted by the Code. Upon termination of service, participants may apply to receive a distribution of the vested portion of their Company Accounts in a lump-sum amount or leave their account balance in the Plan until age 65. Distributions consist of cash from the Safety of Principal, Conservative Equity, Growth Equity and Fixed Income Funds and, at the discretion of the participant, cash or Company stock from the Chiquita Capital Stock and Chiquita Depositary Share Funds, respectively. Participants may, with the approval of the Plan Administrator, borrow amounts from their accounts subject to conditions and terms as set forth by the Plan Administrator. SIGNIFICANT ACCOUNTING POLICIES Valuation of Investments The Company's stock and debt securities are valued at the last sales price reported on the composite tape on the day of valuation. Other investments are valued at market. Pending investment in each fund's primary investment vehicle, investments are held in the Trustee's short-term investment fund (in the form of cash and equivalents) and are valued at cost plus accrued interest, which approximates market. Securities Transactions Purchases and sales of investments are recorded on a trade date basis. Dividend and Interest Income Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis. Administrative Services While the Company has no obligation to do so, certain administrative services were provided and professional fees paid by the Company without cost to the Plan. TAXES The Company has received from the IRS a determination that the Plan constitutes a qualified plan under section 401 (a) of the Code, and that its related Trust is exempt from taxes under section 501 (a) of the Code. Pursuant to section 404 (a), contributions made by the Company under the Plan are deductible for income tax purposes and Before-Tax Contributions made by the participant are not subject to federal income tax in the year in which such contributions are made. As long as the Plan is qualified, under federal income tax laws and regulations, participants will not be taxed on employer contributions or earnings on all amounts in their "Employee Accounts" until such time as they receive a distribution from the Plan, and the Plan will not be taxed on its dividend and interest income or any capital gains realized by it or any unrealized appreciation on investments within each fund. Current tax law provides for special tax treatment, called 5-year averaging, for distributions made after December 31, 1986 (10-year averaging may still be available to participants who meet certain transitional rule requirements) if the participant has participated in the Plan for more than 5 years. A participant may also be able to "roll over" a distribution to another employer's benefit plan or an IRA, subject to the limitations as set forth by the IRS. SUMMARY OF PLAN ASSETS AND LIABILITIES BY INVESTMENT FUND DECEMBER 31, 1993
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund Investments $ 5,880,063 $3,162,028 $5,638,339 $ 374,010 Contributions receivable: Company -- -- -- -- Loans to participants -- -- -- -- Investment income receivable 37,184 -- -- -- Payable to participants for distributions (107,676) (80,193) (44,310) (3,254) Plan equity at December 31, 1993 $ 5,809,571 $3,081,835 $ 5,594,029 $ 370,756 Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total Investments $ 8,411,041 $ 762,522 $ 80,256 $24,308,259 Contributions receivable: Company 1,905,199 -- -- 1,905,199 Loans to participants -- -- 669,640 669,640 Investment income receivable 707 12,564 -- 50,455 Payable to participants for distributions (93,315) (4,003) -- (332,751) Plan equity at December 31, 1993 $10,223,632 $ 771,083 $ 749,896 $26,600,802 /TABLE SUMMARY OF PLAN ASSETS AND LIABILITIES BY INVESTMENT FUND DECEMBER 31, 1992
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund Investments $ 6,683,673 $22,339,569 $ 3,971,276 $ 438,827 Contributions receivable: Participant 28,599 40,304 49,395 -- Company -- -- -- -- Loans to participants -- -- -- -- Investment income receivable 39,792 71 102 -- Payable to participants for distributions (164,566) (131,953) (79,791) -- Accrued transfer (to) from other funds (29,046) 4,354 (52,424) 5,964 Plan equity at December 31, 1992 $ 6,558,452 $2,252,345 $ 3,888,558 $ 444,791 Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total Investments $ 8,416,506 $ 681,069 $ 72,126 $22,603,046 Contributions receivable: Participant 120,988 12,483 -- 251,769 Company 1,411,224 -- -- 1,411,224 Loans to participants -- -- 676,322 676,322 Investment income receivable 511 12,425 -- 52,901 Payable to participants for distributions (118,969) (20,448) -- (515,727) Accrued transfer (to) from other funds 70,358 794 -- -- Plan equity at December 31, 1992 $ 9,900,618 $ 686,323 $ 748,448 $24,479,535 /TABLE SUMMARY OF INCOME AND CHANGES IN PLAN EQUITY BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund Plan equity December 31, 1990 $ 4,751,267 $11,174,117 $2,285,273 $ -- Investment income: Dividends -- 50,236 311,012 -- Interest 350,951 1,637 4,546 -- Net appreciation in fair value of investments -- 321,973 647,028 -- Contributions: Participant 661,472 252,127 445,442 -- Company, net -- -- -- -- Rollovers 264,006 83,375 84,091 -- Distributions to participants (716,914) (124,391) (391,800) -- Transfer (to) from other funds (196,183) (76,647) 127,601 -- Plan equity at December 31, 1991 $ 5,114,599 $1,682,427 $3,513,193 $ --
Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total Plan equity December 31, 1990 $ 7,933,130 $ 277,033 $ 258,392 $16,679,212 Investment income: Dividends 150,799 -- -- 512,047 Interest 6,650 35,186 32,361 431,331 Net appreciation in fair value of investments 2,068,426 32,066 -- 3,069,493 Contributions: Participant 1,127,382 97,617 -- 2,584,040 Company, net 2,164,360 -- -- 2,164,360 Rollovers 172,984 4,284 -- 608,740 Distributions to participants (740,769) (53,000) -- (2,026,874) Transfer (to) from other funds (200,822) 111,622 234,429 -- Plan equity at December 31, 1991 $12,682,140 $ 504,808 $ 525,182 $24,022,349 SUMMARY OF INCOME AND CHANGES IN PLAN EQUITY BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund Investment income: Dividends $ -- $ 65,345 $ 571,693 $ 5,964 Interest 290,584 1,180 1,641 -- Net appreciation (depreciation) in fair value of investments 27,182 94,754 (318,345) (137,925) Contributions: Participant 562,047 385,936 582,408 -- Company, net -- -- -- -- Rollovers 56,514 125,758 169,161 -- Transfer of assets from merged plans 1,622,818 100,952 82,407 -- Distributions to participants (961,985) (411,428) (541,062) -- Transfer (to) from other funds (153,307) 207,421 (172,538) 576,752 Plan equity at December 31, 1992 $ 6,558,452 $2,252,345 $3,888,558 $ 444,791 Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total Investment income: Dividends $ 242,175 $ -- $ -- $ 885,177 Interest 10,707 57,549 46,337 407,998 Net appreciation (depreciation) in fair value of investments (7,413,256) (18,189) -- (7,765,779) Contributions: Participant 1,455,523 129,303 -- 3,115,217 Company, net 3,579,271 -- -- 3,579,271 Rollovers 103,466 15,937 -- 470,836 Transfer of assets from merged plans 157,292 6,260 -- 1,969,729 Distributions to participants (185,263) (105,525) -- (2,205,263) Transfer (to) from other funds (731,437) 96,180 176,929 -- Plan equity at December 31, 1992 $ 9,900,618 $ 686,323 $ 748,448 $24,479,535 /TABLE SUMMARY OF INCOME AND CHANGES IN PLAN EQUITY BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund Investment income: Dividends $ -- $ 77,684 $ 514,295 $ 35,850 Interest 264,071 514 585 43 Net appreciation (depreciation) in fair value of investments (43,121) 192,481 520,416 (100,094) Contributions: Participant 580,676 471,329 664,531 -- Company, net -- -- -- -- Rollovers 172,046 41,091 10,662 -- Distributions to participants (735,235) (371,488) (719,300) (19,469) Transfer (to) from other funds (987,318) 417,879 714,282 9,635 Plan equity at December 31, 1993 $ 5,809,571 $3,081,835 $5,594,029 $ 370,756 Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total Investment income: Dividends $ 281,189 $ -- $ -- $ 909,018 Interest 4,808 75,193 49,033 394,247 Net appreciation (depreciation) in fair value of investments (3,413,386) 24,800 -- (2,818,904) Contributions: Participant 1,157,870 129,842 -- 3,004,248 Company, net 3,108,767 -- -- 3,108,767 Rollovers 1,231 -- -- 225,030 Distributions to participants (768,315) (87,332) -- (2,701,139) Transfer (to) from other funds (49,150) (57,743) (47,585) -- Plan equity at December 31, 1993 $10,223,632 $ 771,083 $ 749,896 $26,600,802
SCHEDULE 1 CHIQUITA SAVINGS AND INVESTMENT PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1993
Current Issue Description Cost Value * Chiquita Brands International, Inc. capital stock 707,299 shares $13,706,963 $8,133,939 Fidelity Magellan Fund 79,544 shares 4,888,250 5,635,658 * Chemical Bank - Temporary Investment Fund 3.119% at December 31, 1993 4,362,392 4,362,392 Vanguard Index Trust 72,102 shares 2,591,604 3,160,230 U.S. Treasury Note 5.75%, $2,000,000 principal amount, due March 31, 1994 2,023,750 2,012,500 * Chiquita Brands International, 11 7/8%, $620,000 principal Inc. subordinated debentures amount, redeemed on May 1, 1994 632,861 647,900 * Chiquita Brands International, Inc. $1.32 Depositary Shares, each representing one-fifth of a share of Mandatorily Exchangeable Cumulative Preference Stock, Series C 26,102 shares 586,517 355,640 $28,792,337 $24,308,259 * Denotes party-in-interest
SCHEDULE 2 CHIQUITA SAVINGS AND INVESTMENT PLAN REPORTABLE TRANSACTIONS (1) FOR THE YEAR ENDED DECEMBER 31, 1993
NUMBER OF PROCEEDS COST NET DESCRIPTION OF TYPE OF SHARES PURCHASE FROM OF GAIN INVESTMENTS TRANSACTION OR UNITS PRICE SALES ASSETS (LOSS) Chiquita Brands International, Purchase/In-kind 277,095 $4,007,024 Inc. capital stock Sale 55,234 $740,892 $1,131,638$(390,746) Fidelity Magellan Fund Purchase 23,773 1,646,175 Sale 6,018 424,227 359,604 64,623 Chemical Bank - Temporary Purchase 7,206,503 7,206,503 Investment Fund Sale 6,695,505 6,695,505 6,695,505 (1) The items listed represent transactions or series of transactions which, in the aggregate, are in excess of five percent of Plan assets at the beginning of the Plan year. /TABLE SCHEDULE 3 CHIQUITA SAVINGS AND INVESTMENT PLAN PARTY-IN-INTEREST TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993 This schedule has been omitted because there were no party-in- interest transactions which are prohibited by the Employee Retirement Income Security Act of 1974 (ERISA) Section 406 and for which there is no statutory or administrative exemption. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CHIQUITA SAVINGS AND INVESTMENT PLAN Date: June 28, 1994 By: /s/ John Powers John Powers, Secretary of the Plan Administrative Committee Exhibit 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-2241, 33-16801, 33-42733 and 33-56572) pertaining to the Chiquita Savings and Investment Plan and in the related Prospectus of our report dated June 28, 1994, with respect to the financial statements and schedules of the Chiquita Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG Cincinnati, Ohio June 28, 1994 EX-99 3 EX-99B Exhibit 99(b) Securities and Exchange Commission Washington, D.C. 20549 Form 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1993 Commission file number 1-1550 John Morrell & Co. Salaried Employees Incentive Savings Plan Chiquita Brands International, Inc. Chiquita Center 250 East Fifth Street Cincinnati, Ohio 45202 CONTENTS Page Report of Independent Auditors 1 Financial Statements Statements of Plan Equity at December 31, 1993 and 1992 2 Statements of Income and Changes in Plan Equity for the Years Ended December 31, 1993, 1992, and 1991 3 Notes to Financial Statements 4 Supplemental Schedules Assets Held for Investment at December 31, 1993 Schedule 1 Reportable Transactions for the Year Ended December 31, 1993 Schedule 2 Party-in-Interest Transactions for the Year Ended December 31, 1993 Schedule 3 Signature Exhibit Consent of Independent Auditors Exhibit 1 Report of Independent Auditors The Administrative Committee John Morrell & Co. Salaried Employees Incentive Savings Plan We have audited the accompanying statements of plan equity of the John Morrell & Co. Salaried Employees Incentive Savings Plan (the "Plan") as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Plan at December 31, 1993 and 1992, and its income and changes in plan equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment, reportable transactions and party-in-interest transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG Cincinnati, Ohio June 28, 1994 JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN STATEMENTS OF PLAN EQUITY
December 31, 1993 1992 Investments: Chiquita Brands International, Inc.: Capital Stock $2,838,431 $3,240,228 Preferred Stock 98,702 127,653 Lincoln National Pension Insurance Company -- 1,213,011 Equity Fund of Chicago Title and Trust Company4,464,291 4,414,486 Capital Fund of Chicago Title and Trust Company1,929,739 1,913,974 Short Term Investment Fund for Employee Benefit Plans of Chicago Title and Trust Company 5,938,163 3,270,941 Certificate of Deposit -- 750,000 Investments at fair value 15,269,326 14,930,293 Guaranteed investment contracts with life insurance companies at contract value 4,000,000 4,500,000 Total investments 19,269,326 19,430,293 Cash -- 19,540 Due from broker for security sales 17,098 -- Participant contributions receivable 209,605 186,192 Loans to participants 1,339,613 1,507,252 Employer contributions receivable 53,809 28,803 Investment income receivable 354,872 341,867 21,244,323 21,513,947 Less: Payable to participants for distributions (200,615) (360,715) Due to brokers for security purchases (75) -- Accrued expenses (13,986) -- (214,676) (360,715) Plan equity at end of year $21,029,647 $21,153,232
See accompanying notes to financial statements. JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Years Ended December 31, 1993 1992 1991 Investment income: Dividends $ 103,167 $ 96,643 $ 58,340 Interest 651,005 780,274 846,010 Net (depreciation) appreciation in fair value of investments (924,217) (2,375,641) 1,952,400 Contributions: Participant 2,454,086 2,655,084 2,630,322 Employer 431,358 688,523 492,094 2,715,399 1,844,883 5,979,166 Less: Distributions to participants (2,829,649) (1,642,958) (2,232,499) Trustee and investment related fees (9,335) (10,770) (9,955) Net (decrease) increase in plan equity(123,585) 191,155 3,736,712 Plan equity: Beginning of the year 21,153,232 20,962,077 17,225,365 End of the year $21,029,647 $21,153,232 $20,962,077
See accompanying notes to financial statements. JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Description of the Plan John Morrell & Co. is a wholly-owned subsidiary of Chiquita Brands International, Inc. ("Chiquita"). The following description of the John Morrell & Co. Salaried Employees Incentive Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan's provisions. The Plan is a defined contribution plan established effective January 1, 1985 to provide a means for tax deferred savings and investment by eligible employees as additional security for retirement. The Plan's investments are held in a trust fund (the "Trust") by Chicago Title and Trust Company (the "Trustee") under a discretionary trust agreement effective January 1, 1985. Eligibility for participation - All non-union salaried employees of John Morrell & Co. (the "Employer") who have completed one year of service and have attained the age of twenty-one are eligible to participate in the Plan. At December 31, 1993, there were 954 employees participating in the Plan. Contributions - The Plan is funded by participants' contributions and matching contributions by the Employer. Participants contribute to the Plan through payroll deduction, subject to certain maximum dollar amounts, any whole percentage between one percent and twelve percent of eligible compensation. The Plan limits the maximum amount of a participant's contribution in any plan year to 12% of compensation, subject to the anti-discrimination standards of the Internal Revenue Code (the "Code"). A participant's taxable compensation is reduced by the amount of the participant's contributions which he elects to make. A participant's contributions in any one year are also limited to a fixed dollar maximum ($8,994, $8,728, and $8,475 for 1993, 1992 and 1991, respectively) as specified by the Code. The amount a participant contributes can be changed quarterly. Under the Code, the participant's and Employer's annual contributions for all qualified benefit plans for any calendar year cannot exceed the lesser of a fixed dollar amount ($30,000 for 1993, 1992 and 1991) or 25% of the participant's compensation for that calendar year. The Employer matches participants' contributions at an annual rate set by the Board of Directors. The Employer's matching contribution is subject to the anti-discrimination standards of the Code. For 1993, 1992 and 1991, the Employer made a Basic Matching contribution at a rate of 25% of eligible participant contributions, up to the first four percent of each participant's eligible compensation. In addition to the Basic Match, the Employer contributes an additional amount into a Restricted Contributions Account for that portion of participant contributions which the participant elects to invest, for at least a three-year period, in the Chiquita Capital Stock Fund (the "Stock Incentive Match"). The Stock Incentive Match was 25% of the first six percent of eligible participant contributions for 1993, 1992 and 1991. The amount of the Stock Incentive Match is reviewed each year and participants will be notified prior to the beginning of the next Plan year of any change in the amount of the Stock Incentive Match. Consequently, participant contributions in the Chiquita Capital Stock Fund which qualified for the Stock Incentive Match must remain in a restricted account until the third anniversary of the first day of the plan year in which contributions were made, at which time the participant may redirect such contributions to nonrestricted accounts. Participants in the Plan for 10 years may direct up to 25% of the Restricted Contributions Account into one or more of the three other investment funds during the first four years after attaining age 55 and up to 50% beginning in the fifth year after attaining age 55. Vesting - Separate accounts are maintained for each participant to account for participant, Employer matching and rollover contributions. Subaccounts are maintained to account for participant restricted and non-restricted contributions and Employer matching restricted and non-restricted contributions. Each account and subaccount includes the participant's share of investment income and net appreciation or depreciation in fair value of assets, all of which are allocated quarterly. Participants' accounts are at all times fully vested and nonforfeitable. Investment programs - Investment programs available under the Plan are the Safety of Principal, Conservative Stock, Aggressive Stock, Chiquita Capital Stock and Chiquita Preferred Stock Funds. The Safety of Principal Fund is invested in fixed income investments including guaranteed investment contracts issued by insurance companies and other short- term securities. Assets of the Conservative Stock Fund are invested in the Equity Fund of Chicago Title and Trust Company which invests in quality growth stocks intended to provide long- term growth. The assets of the Aggressive Stock Fund are invested in the Capital Fund of Chicago Title and Trust Company. This fund's investments typically include more speculative equity securities of smaller companies which are expected to achieve more rapid growth. Assets of the Chiquita Capital Stock Fund are invested by Chicago Title and Trust Company in capital stock of Chiquita. Assets of the Chiquita Preferred Stock Fund are invested by Chicago Title and Trust Company in preferred stock issued by Chiquita. During 1992, Chiquita issued Mandatorily Exchangeable Cumulative Preference Stock, Series C, represented by $1.32 Depositary Shares, in exchange for shares of its capital stock. These Depositary Shares convert back into capital stock in 1995, or earlier at Chiquita's option. As part of the exchange the Chiquita Preferred Stock Fund was established under the Plan and 7,143 shares of capital stock were exchanged by participants for Depositary Shares. Participants are not permitted to contribute to the Chiquita Preferred Stock Fund. However, during the three months ended March 31, 1993, participants could transfer funds from the other four investment funds into the Chiquita Preferred Stock Fund. Participants specify the percentage (in multiples of 10 percent) of their contributions that are to be directed to each of the available investment funds. Investment decisions can be changed quarterly for participant contributions in the Safety of Principal, Conservative Stock, Aggressive Stock and Chiquita Capital Stock Funds. The number of participants in each of the respective funds at December 31, 1993 is presented below: Safety of Principal Fund 702 Conservative Stock Fund 512 Aggressive Stock Fund 443 Chiquita Capital Stock Fund 638 Chiquita Preferred Stock Fund 30 The total number of participants in the Plan was less than the sum of the numbers shown above because of participation in more than one of the funds. The numbers shown above include terminated employees who have amounts remaining in their accounts. Distributions and loans - Participation in the Plan terminates upon death, retirement, disability, or other termination of employment with the Employer; such former participant or the designated beneficiary is to receive as soon as practical a full distribution of the participant's account balance as of the date of such termination. At termination of employment, former employees can elect to leave their account balance in the Plan until age 65. Participants may withdraw all or any portion of their non- restricted account balance after age 59 1/2, although participants may, in a qualifying hardship, withdraw before that age. Participants are also permitted to take loans against their non- restricted account balance subject to conditions and terms as set forth by the Plan Administrator. Administration - The Plan is currently administered by the Plan Administrative Committee which is appointed by the Board of Directors of Chiquita. The Trustee, who is appointed by the plan administrator, is custodian of all assets of the Trust. During 1993 and 1992 the Trustee managed all of the Plan's assets. Plan termination - The Employer presently expects that the Plan will continue without interruption, but reserves the right to terminate the Plan at any time. In the event the Plan terminates, each participant shall be fully vested as to the value of his separate account. 2. Significant accounting policies Investments - The Plan's investments in the Short Term Investment Fund for Employee Benefit Plans of Chicago Title and Trust Company are carried at cost which approximates fair value. Guaranteed investment contracts are carried at contract value which represents amounts deposited. Other investments are carried at fair value as determined by the Trustee. Purchases and sales of securities are recorded on the trade dates. Expenses of the Plan and Trust - Substantially all of the expenses of the Plan and Trust and administrative services provided by the Employer's personnel are paid by the Employer; loan service charges are paid by participants requesting the loans. The cost of administrative services provided by the Employer has not been determined. In 1993, 1992 and 1991, the Employer paid certain legal and accounting expenses for the Plan. Investment Income - Dividend income is recorded on the ex-dividend date and interest income is recorded on the accrual basis. 3. Taxes The Company has received from the IRS a determination that the Plan constitutes a qualified plan under section 401 (k) of the Code and that, pursuant to section 404 (a), contributions made by the Employer under the Plan are deductible for income tax purposes and participant's contributions are not subject to federal income tax in the year in which such contributions are made. As long as the Plan is qualified, under federal income tax laws and regulations, participants will not be taxed on employer contributions or earnings until such time as they receive a distribution from the Plan, and the Plan will not be taxed on its dividend and interest income or any capital gains realized by it or any unrealized appreciation on investments within each fund. 4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1993
Chiquita Safety of Aggressive Capital Principal Conservative Stock Stock Fund Stock Fund Fund Fund Investments $ 9,822,272 $4,464,291 $1,929,739 $ 2,943,981 Due from broker for security sales -- 17,098 -- -- Participant contributions receivable 90,945 47,662 26,329 44,669 Loans to participants -- -- -- -- Employer contributions receivable -- -- -- 53,809 Investment income receivable 354,450 61 29 38 Payable to participants for distributions 6,126 (129,289) (5,763) (61,230) Due to broker for security purchases -- -- (75) -- Accrued expenses (17,477) (17,363) (4) (175) Inter-fund transfers 37,404 (131,822) 89,321 5,097 Plan equity at December 31, 1993 $10,293,720 $4,250,638 $ 2,039,576 $ 2,986,189 Chiquita Preferred Loans to Stock Fund Participants Total Investments $ 109,043 $ -- $19,269,326 Due from broker for security sales -- -- 17,098 Participant contributions receivable -- -- 209,605 Loans to participants -- 1,339,613 1,339,613 Employer contributions receivable -- -- 53,809 Investment income receivable -- 294 354,872 Payable to participants for distributions (10,459) -- (200,615) Due to broker for security purchases -- -- (75) Accrued expenses -- 21,033 (13,986) Inter-fund transfers -- -- -- Plan equity at December 31, 1993 $ 98,584 $1,360,940 $21,029,647 /TABLE 4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1992
Chiquita Safety of Aggressive Capital Principal Conservative Stock Stock Fund Stock Fund Fund Fund Investments $ 9,722,797 $4,414,486 $1,913,974 $ 3,251,139 Cash 133,777 (82,479) (17,802) (13,960) Participant contributions receivable 73,313 42,272 14,774 55,833 Loans to participants -- -- -- -- Employer contributions receivable -- -- -- 28,803 Investment income receivable 338,363 -- -- 3,717 Payable to participants for distributions (217,497) (57,806) (36,518) (48,894) Inter-fund transfers (60,371) 101,723 (46,254) (25,736) Plan equity at December 31, 1992 $ 9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902 Chiquita Preferred Loans to Stock Fund Participants Total Investments $ 127,897 $ -- $19,430,293 Cash 4 -- 19,540 Participant contributions receivable -- -- 186,192 Loans to participants -- 1,507,252 1,507,252 Employer contributions receivable -- -- 28,803 Investment income receivable (213) -- 341,867 Payable to participants for distributions -- -- (360,715) Inter-fund transfers 30,638 -- -- Plan equity at December 31, 1992 $ 158,326 $1,507,252 $21,153,232 /TABLE 5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND CHANGES IN THE PLAN EQUITY FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Aggressive Capital Principal Conservative Stock Stock Fund Equity Fund Fund Fund Plan equity December 31, 1990 $9,361,137 $3,001,677 $ 886,738 $ 2,864,870 Dividend income -- -- -- 58,340 Interest income 736,120 1,126 521 3,411 Net appreciation in fair value of investments -- 824,749 529,364 598,287 Contributions: Participant 1,291,880 440,562 171,407 726,473 Employer -- -- -- 492,094 Distributions to participants (1,046,761) (345,966) (197,836) (538,618) Trustee and investment related fees (8,325) (1,320) (165) (145) Transfer (to) from other funds (482,257) (244,341) 204,242 459,345 Plan equity at December 31, 1991 $9,851,794 $3,676,487 $ 1,594,271 $ 4,664,057 Chiquita Preferred Stock Loans to Fund Participants Total Plan equity December 31, 1990 $ -- $1,110,943 $17,225,365 Dividend income -- -- 58,340 Interest income -- 104,832 846,010 Net appreciation in fair value of investments -- -- 1,952,400 Contributions: Participant -- -- 2,630,322 Employer -- -- 492,094 Distributions to participants -- (103,318) (2,232,499) Trustee and investment related fees -- -- (9,955) Transfer (to) from other funds -- 63,011 -- Plan equity December 31, 1991 $ -- $1,175,468 $20,962,077 /TABLE 5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND CHANGES IN THE PLAN EQUITY FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Aggressive Capital Principal Conservative Stock Stock Fund Equity Fund Fund Fund Dividend income $ -- $ -- $ -- $ 94,928 Interest income 657,085 672 489 3,213 Net appreciation (depreciation) in fair value of investments -- 266,684 148,999 (2,728,638) Contributions: Participant 1,160,654 464,568 242,642 787,220 Employer -- -- -- 688,523 Distributions to participants (1,030,816) (288,637) (97,663) (182,635) Trustee and investment related fees (8,900) (1,450) (255) (165) Transfer (to) from other funds (639,435) 299,872 (60,309) 113,054 Share Exchange -- -- -- (188,655) Plan equity at December 31, 1992 $9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902 Chiquita Preferred Stock Loans to Fund Participants Total Dividend income $ 1,715 $ -- $ 96,643 Interest income 4 118,811 780,274 Net appreciation (depreciation) in fair value of investments (62,686) -- (2,375,641) Contributions: Participant -- -- 2,655,084 Employer -- -- 688,523 Distributions to participants -- (43,207) (1,642,958) Trustee and investment related fees -- -- (10,770) Transfer (to) from other funds 30,638 256,180 -- Share Exchange 188,655 -- -- Plan equity December 31, 1992 $ 158,326 $1,507,252 $21,153,232 /TABLE 5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND CHANGES IN THE PLAN EQUITY FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita Safety of Aggressive Capital Principal Conservative Stock Stock Fund Equity Fund Fund Fund Dividend income $ -- $ -- $ -- $ 94,306 Interest income 544,224 464 178 2,163 Net appreciation (depreciation) in fair value of investments -- 120,264 65,096 (1,053,447) Contributions: Participant 1,101,978 532,949 268,003 551,156 Employer -- -- -- 431,358 Distributions to participants (1,441,945) (477,830) (332,715) (406,361) Trustee and investment related fees (7,530) (1,175) (240) (390) Transfer (to) from other funds 106,611 (342,230) 211,080 116,502 Plan equity December 31, 1993 $10,293,720 $4,250,638 $2,039,576 $2,986,189 Chiquita Preferred Stock Loans to Fund Participants Total Dividend income $ 8,861 $ -- $ 103,167 Interest income 67 103,909 651,005 Net appreciation (depreciation) in fair value of investments (56,130) -- (924,217) Contributions: Participant -- -- 2,454,086 Employer -- -- 431,358 Distributions to participants (35,115) (135,683) (2,829,649) Trustee and investment related fees -- -- (9,335) Transfer (to) from other funds 22,575 (114,538) -- Plan equity December 31, 1993 $ 98,584 $1,360,940 $21,029,647
JOHN MORRELL & CO. SCHEDULE 1 SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN ASSETS HELD FOR INVESTMENTS
Current Issue Description Cost Value * Equity Fund of Chicago Title and Trust Company 724,373 shares $ 3,138,081 $ 4,464,291 * Short Term Investment Fund for Employee Benefit Plans of Chicago Title and Trust Company 5,938,163 shares 5,938,163 5,938,163 * Chiquita Brands International, Inc.: Capital Stock 246,820 shares 5,100,532 2,838,431 $1.32 Depositary Shares 8,026 shares 192,722 98,702 5,293,254 2,937,133 * Capital Fund of Chicago Title and Trust Company 303,480 shares 1,355,724 1,929,739 Great West Life Assurance Company GIC 8.40%, due October 31, 1994 500,000 500,000 Hartford Insurance Company GIC 8.76%, due November 15, 1994 500,000 500,000 Home Life Insurance Company 8.94%, due September 21, 1994 500,000 500,000 GIC Life Insurance Company of Georgia GIC 9.05%, due August 30, 1995 500,000 500,000 Ohio National Life Insurance Company GIC 8.60%, due January 17, 1996 500,000 500,000 Principal Mutual Life Insurance Company GIC 8.40%, due May 11, 1994 500,000 500,000 Safeco Life Insurance Company GIC 8.40%, due March 15, 1995 500,000 500,000 United of Omaha Life Insurance GIC 8.80%, due January 17, 1995 500,000 500,000 $19,725,222 $19,269,326 * Denotes party-in-interest
SCHEDULE 2 JOHN MORRELL & CO. REPORTABLE TRANSACTIONS Year ended December 31, 1993
NUMBER OF PROCEEDS NET DESCRIPTION OF TYPE OF SHARES OR PURCHASE FROM COST OF GAIN INVESTMENTS TRANSACTION UNITS PRICE SALE ASSETS (LOSS) Lincoln National Pension Insurance Company Guaranteed Investment Fund Sale 1,213,011 $1,213,011 $1,213,011 Chicago Title and Trust Company: Short Term Investment Fund for Employee Purchase 7,054,625 $7,054,625 Benefit Plans Sale 4,387,403 4,387,403 4,387,403 Equity Fund Purchase 139,869 835,150 Sale 150,870 905,609 634,129 $271,480 Chiquita Brands International,Inc. Purchase 154,042 2,051,532 Capital Stock Sale 8,049 97,860 168,403 (70,543) /TABLE JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN Party-in-Interest Transactions Year Ended December 31, 1993 Schedule 3 A schedule of party-in-interest transactions has not been presented because there were no party-in-interest transactions which are prohibited by the Employee Retirement Income Security Act of 1974 (ERISA) Section 406 and for which there is no statutory or administrative exemption. SIGNATURE Pursuant to the Requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN Date: June 28, 1994 By: /s/John Powers John Powers, Secretary of the Plan Administrative Committee Exhibit 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 33-29147 and 33-56570) pertaining to the John Morrell & Co. Salaried Employees Incentive Savings Plan and in the related Prospectus of our report dated June 28, 1994, with respect to the financial statements of the John Morrell & Co. Salaried Employees Incentive Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG Cincinnati, Ohio June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----