-----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, Cij9JN2rcoztR6NI5RzpvpzC9ILuLLmBny53OdIK+7hPFnF8dmHm842tHE7Zr2oB swJst7PDhKKj5FUeUKDrPg== 0000101063-95-000019.txt : 19950711 0000101063-95-000019.hdr.sgml : 19950711 ACCESSION NUMBER: 0000101063-95-000019 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 DATE AS OF CHANGE: 19950707 SROS: AMEX SROS: BSE SROS: NYSE SROS: PSE 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: 95551141 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 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, 1994 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, 1995. 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 Second Restated Certificate of Incorporation, filed as Exhibit 3(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 *3-b 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 its 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 its 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, filed as Exhibit 10-a to Annual Report on Form 10-K for the year ended December 31, 1993 *10-b Agreement dated April 22, 1976 effective January 1, 1976 between Tela Railroad Company and the Government of Honduras, filed as Exhibit 10-b to Annual Report on Form 10-K for the year ended December 31, 1993 Executive Compensation Plans *10-c 1986 Stock Option and Incentive Plan, as amended, filed as Exhibit 10(c) to Quarterly Report on Form 10- Q for the quarter ended June 30, 1994 *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 **13 Chiquita Brands International, Inc. 1994 Annual Report to Shareholders (pages 5 through 23 and inside back cover) **21 Subsidiaries of Registrant **23 Consent of Independent Auditors **24 Powers of Attorney **27 Financial Data Schedule 99(a) Annual Report on Form 11-K for the Chiquita Savings and Investment Plan for 1994 99(b) Annual Report on Form 11-K for the John Morrell & Co. Salaried Employees Incentive Savings Plan for 1994 * Incorporated by reference. ** Previously filed with Securities and Exchange Commission EX-99.A 2 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, 1994 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 Net Assets Available for Benefits as of December 31, 1994 and 1993 2 Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1994, 1993 and 1992 3 Notes to Financial Statements 4 - 11 Supplemental Schedules Assets Held for Investment at December 31, 1994 Schedule 1 Reportable Transactions for the Year Ended December 31, 1994 Schedule 2 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 net assets available for benefits of the Chiquita Savings and Investment Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1994. 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 net assets available for benefits of the Plan at December 31, 1994 and 1993, and changes in net assets available for benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits 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 LLP Cincinnati, Ohio June 28, 1995 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 1993 Investments, at fair value: Chiquita Brands International, Inc. capital stock $ 15,197,080 $ 8,133,939 Fidelity Magellan Fund 6,073,342 5,635,658 Chemical Bank - Temporary Investment Fund 3,691,053 4,362,392 Vanguard Index Trust 3,361,783 3,160,230 U.S. Treasury Note 2,000,000 2,012,500 Chiquita Brands International, Inc.: 11 7/8% Subordinated Debentures -- 647,900 11 1/2% Subordinated Notes 561,600 -- 10 1/2% Subordinated Debentures 163,660 -- Chiquita Brands International, Inc. $1.32 Depositary Shares 343,035 355,640 Total investments 31,391,553 24,308,259 Contributions receivable: Participant 80,021 -- Company 103,111 1,905,199 Loans to participants 638,922 669,640 Investment income receivable 106,601 50,455 Net asset available for benefits $ 32,320,208 $ 26,933,553 See accompanying notes to financial statements. 2 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 1994 1993 1992 Investment income: Dividends $ 562,556 $ 909,018 $ 885,177 Interest 394,584 394,247 407,998 Net appreciation (depreciation) in fair value of investments 1,403,413 (2,818,904) (7,765,779) Contributions: Participant 2,825,783 3,004,248 3,115,217 Company: Cash, net of forfeitures of $125,879 in 1994, $109,649 in 1993 and $118,269 in 1992 1,314,917 1,483,851 1,195,767 Chiquita Brands International, Inc. capital stock 1,526,000 1,624,916 2,383,504 Rollovers 78,069 225,030 470,836 Transfer of assets from merged plans -- -- 1,969,729 8,105,322 4,822,406 2,662,449 Less: distributions to participants (2,718,667) (2,884,115) (2,284,591) Increase in net assets available for benefits 5,386,655 1,938,291 377,858 Net assets available for benefits: Beginning of the year 26,933,553 24,995,262 24,617,404 End of the year $32,320,208 $ 26,933,553 $24,995,262 See accompanying notes to financial statements. 3 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 full-time 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, 1994 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 six accounts under the Plan - an "Employee Before-Tax Contributions Account," an "Employee After-Tax Contributions Account," a "Rollover Contributions Account," a "Non-elective Contributions Account", a "Matching Contributions 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 "Non-elective Contributions Account" reflects a company contribution in an amount equal to the participant's unspent employee credits contributed from the Company's separate welfare benefits plan ("Non-elective Contributions") and the income, gains, losses, withdrawals, distributions and expenses attributable to such contributions. The Employee Before-Tax Contributions Account has two sub-accounts - the "Participant Restricted Contributions Account" and the "Participant 4 Non-restricted Contributions 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 Contributions Account reflects the participant's share of Company contributions and the income, gains, losses, withdrawals, distributions and expenses attributable to such contributions. The Matching Contributions Account has two sub-accounts - a Company Restricted Contributions Account and a Company Non-restricted Contributions 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 non-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 ($9,240 for 1994, $8,994 for 1993 and $8,728 for 1992) 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 Contributions Account. Eligible Participant Contributions to the Chiquita Capital Stock Fund are placed in the Participant Restricted Contributions Account. Such contributions are transferred to the Participant's Non-restricted Contributions 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 Contributions 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. 5 Company Contributions For each Plan year, the Company makes a Basic Matching Contribution and may make 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 non-discrimination standards of the Code, and Non- elective Contributions are allocated to the Company Restricted Contributions 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 1994, 1993 and 1992. 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 70% in 1994, 65% in 1993 and 70% in 1992 of Eligible Participant Contributions. Stock Incentive Matching Contributions The Company may contribute an additional matching contribution for Eligible Participant Contributions invested in the Chiquita Capital Stock Fund. The Stock Incentive Match was 50% in 1994, 40% in 1993 and 50% in 1992. 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 and, beginning in 1994 all Non-elective Contributions, have been allocated to the Company Restricted Contributions Account and invested in the Chiquita Capital Stock Fund. Participants in the Plan for 10 years may direct up to 25% of their Company Restricted Contributions 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, employer matching contributions and Non-elective Contributions for any calendar year cannot exceed the lesser of a fixed dollar amount ($30,000 6 for 1994, 1993 and 1992) or 25% of the participant's compensation for that calendar year. Investment Options Participants in the Plan may invest their contributions in one or more of 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. 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 maintained in the Chiquita Capital Stock 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. 7 At December 31, 1994 there were 1,032 participants in the Plan. The number of participants in each of the respective funds is presented below: Safety of Principal Fund 550 Conservative Equity Fund 546 Growth Equity Fund 670 Chiquita Capital Stock Fund 964 Chiquita Fixed Income Fund 259 Chiquita Depositary Share Fund 40 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. (Effective July 1, 1995, Company contributions and the related earnings with respect to each Plan year will vest at a rate of 20% for each year of service with the Company.) 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. In addition, a participant in the Banana Supply Plan may elect to receive a distribution of benefits accrued before December 31, 1991 in the form of a qualified joint and survivor annuity. Participants in the Frupac Plan may elect distribution in monthly installments over a ten year period for benefits accrued before March 31, 1992. 8 Participants may, with the approval of the Plan Administrator, borrow amounts from certain of 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) of the Code, 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 of investments within each fund. 9 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. FINANCIAL STATEMENTS VERSUS FORM 5500 FILING DIFFERENCE The net assets available for benefits exclude a payable for distributions to participants. Prior years' financial statements have been restated to conform to this presentation. As a result, net assets available for benefits as reported in these financial statements are greater than as reported on Form 5500 by $540,796, $332,751 and $515,727 at December 31, 1994, 1993 and 1992, respectively. The net assets available for benefits as reported on Form 5500 reflect a payable for distributions to participants of the above amounts in accordance with Form 5500 filing instructions. 10 SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND DECEMBER 31, 1994
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund --------- ------------ --------- ---------- Investments $ 5,581,703 $3,361,308 $6,074,495 $ 342,823 Contributions receivable: Participant 13,590 13,164 42,431 206 Company -- -- -- -- Loans to participants -- -- -- -- Investment income receivable 92,983 4 9 -- ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1994 $ 5,688,276 $3,374,476 $ 6,116,935 $ 343,029 --------- --------- --------- -------
Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total -------- -------- ------------ -------- Investments $15,197,388 $ 815,727 $ 18,109 $ 31,391,553 Contributions receivable: Participant 2,103 8,527 -- 80,021 Company 103,111 -- -- 103,111 Loans to participants -- -- 638,922 638,922 Investment income receivable 380 13,225 -- 106,601 ---------- -------------------- ---------- Net assets available for benefits at December 31, 11 1994 $15,302,982 $ 837,479 $657,031 $ 32,320,208
---------- --------- --------- ---------- 12 SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS 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 -- -- -- ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1993 $ 5,917,247 $ 3,162,028 $ 5,638,339 $ 374,010
--------- --------- --------- --------
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 --------- -------- ------- ----------- Net assets available for benefits at December 31, 1993 $10,316,947 $ 775,086 $ 749,896 $26,933,553 13
---------- -------- ------- ----------- 14 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund --------- ------------ --------- --------- Net assets available for benefits at December 31, 1991 $ 5,299,250 $1,700,359 $3,550,788 $ -- 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 (982,070) (297,407) (498,866) -- Transfer (to) from other funds (153,307) 207,421 (172,538) 576,752 --------- --------- ------------------ Net assets available for benefits at December 31, 1992 $ 6,723,018 $ 2,384,298 $ 3,968,349 $444,791
15 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total --------- --------- ------------ --------- Net assets available for benefits at December 31, 1991 $13,034,142 $ 507,683 $ 525,182 $24,617,404 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 (418,296) (87,952) -- (2,284,591) Transfer (to) from other funds (731,437) 96,180 176,929 -- --------- --------- --------- --------- Net assets available for benefits at December 31, 1992 $10,019,587 $ 706,771 $ 748,448 $24,995,262
16 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
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 (792,125) (423,248) (754,781) (16,215) Transfer (to) from other funds (987,318) 417,879 714,282 9,635 --------- --------- --------- --------- Net assets available for benefits at December 31, 1993 $ 5,917,247 $ 3,162,028 $5,638,339 $374,010
17 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
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 (793,969) (103,777) -- (2,884,115) Transfer (to) from other funds (49,150) (57,743) (47,585) -- --------- --------- --------- --------- Net assets available for benefits at December 31, 1993 $ 10,316,947 $ 775,086 $ 749,896 $26,933,553
18 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994 1993 AND 1992
Chiquita Safety of Growth Depositary Principal Conservative Equity Share Fund Equity Fund Fund Fund --------- ------------ --------- --------- Investment income: Dividends $ -- $ 107,198 $ 234,518 $ 32,958 Interest 274,496 239 329 290 Net appreciation (depreciation) in fair value of investments (36,874) (69,050) (356,465) 13,013 Contributions: Participant 336,825 494,572 907,567 -- Company, net (56) (220) (683) (1,300) Rollovers 2,190 28,517 38,802 -- Distributions to participants (604,971) (422,194) (643,883) (23,168) Transfer (to) from other funds (200,581) 73,386 298,411 (52,774) --------- --------- --------- --------- Net assets available for benefits at December 31, 1994 $ 5,688,276 $ 3,374,476 $6,116,935 $ 343,029 --------- --------- --------- ---------
19 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND YEARS ENDED DECEMBER 31, 1994 1993 AND 1992
Chiquita Chiquita Capital Fixed Stock Income Loans to Fund Fund Participants Total --------- --------- ------------ --------- Investment income: Dividends $ 187,882 $ -- $ -- $ 562,556 Interest 8,580 67,750 42,900 394,584 Net appreciation (depreciation) in fair value of investments 1,907,195 (54,406) -- 1,403,413 Contributions: Participant 968,227 118,592 -- 2,825,783 Company, net 2,843,357 (181) -- 2,840,917 Rollovers 8,499 61 -- 78,069 Distributions to participants (903,036) (40,761) (80,654) (2,718,667) Transfer (to) from other funds (34,669) (28,662) (55,111) -- --------- --------- --------- --------- Net assets available for benefits at December 31, 1994 $15,302,982 $837,479 $657,031 $ 32,320,208 ---------- --------- --------- ----------
20 SCHEDULE 1 CHIQUITA SAVINGS AND INVESTMENT PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1994 Current Issue Description Cost Value * Chiquita Brands International, Inc. capital stock 1,115,382 shares $18,714,987 $15,197,080 Fidelity Magellan Fund 90,918 shares 5,716,355 6,073,342 * Chemical Bank - Temporary 5.65% at December 31, Investment Fund 1994 3,691,053 3,691,053 Vanguard Index Trust 78,236 shares 2,933,831 3,361,783 U.S. Treasury Note 7.625%, $2,000,000 principal amount, due December 31, 1994 2,024,375 2,000,000 * Chiquita Brands International, 11 1/2%, $576,000 principal Inc. Subordinated Notes amount, due June 1, 2001 606,195 561,600 * Chiquita Brands International, 10 1/2%, $167,000 principal Inc. Subordinated Debentures amount, due August 1, 2004 170,371 163,660 * Chiquita Brands International, Inc. $1.32 Depositary Shares, each representing one-fifth of a share of Mandatorily Exchangeable Cumulative Preference Stock, Series C 24,948 shares 540,121 343,035 $34,397,288 $31,391,553 * Denotes party-in-interest 21 SCHEDULE 2 CHIQUITA SAVINGS AND INVESTMENT PLAN REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 NUMBER PROCEEDS COST NET DESCRIPTION OF TYPE OF OF SHARES PURCHASE FROM OF GAIN INVESTMENTS TRANSACTION OR UNITS PRICE SALES ASSETS (LOSS) Category 1: * Chiquita Brands International, In-kind 160,000 $1,660,000 Inc. capital stock In-kind 112,000 1,526,000 * Chemical Bank - Temporary Purchase 2,057,5002,057,500 Investment Fund Sale 2,109,621 $2,109,621 $2,109,621 U.S. Treasury Notes Purchase 2,000,0002,024,375 Sale 2,000,000 2,000,000 2,023,750 $(23,750) Category 2: None Category 3: * Chiquita Brands International, Purchase/In-kind 473,308 6,164,818 Inc. capital stock Sale 65,225 1,000,448 1,156,794 (156,346) Fidelity Magellan Fund Purchase 20,217 1,382,954 Sale 8,843 588,805 554,849 33,956 * Chemical Bank - Temporary Purchase 9,262,4399,262,439 Investment Fund Sale 9,933,778 9,933,778 9,933,778 U.S. Treasury Notes Purchase 2,000,0002,024,375 Sale 2,000,000 2,000,000 2,023,750 (23,750) * Denotes party-in-interest 22 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, 1995 By: /s/ John Powers John Powers, Secretary of the Plan Administrative Committee 23 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, 1995, 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, 1994. /s/ ERNST & YOUNG LLP Cincinnati, Ohio June 28, 1995 24 EX-99.B 3 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, 1994 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 Net Assets Available for Plan Benefits at December 31, 1994 and 1993 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1994, 1993, and 1992 3 Notes to Financial Statements 4 Supplemental Schedules Assets Held for Investment at December 31, 1994 Schedule 1 Reportable Transactions for the Year Ended December 31, 1994 Schedule 2 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 net assets available for plan benefits of the John Morrell & Co. Salaried Employees Incentive Savings Plan (the "Plan") as of December 31, 1994 and 1993, and the related statements of changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1994. 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 net assets available for plan benefits of the Plan at December 31, 1994 and 1993, and changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1994 and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audits 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 LLP Cincinnati, Ohio June 28, 1995 JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1994 1993 Investments: Chiquita Brands International, Inc.: Capital Stock $ 3,940,514 $ 2,838,431 Preferred Stock 106,702 98,702 Equity Fund of Vanguard Institutional Index 4,060,124 -- Equity Fund of Fidelity Contrafund 3,499,793 -- Equity Fund of Chicago Title and Trust Company -- 4,464,291 Capital Fund of Chicago Title and Trust Company -- 1,929,739 Short Term Investment Fund for Employee Benefit Plans of Chicago Title and Trust Company 4,794,213 5,938,163 Certificate of Deposit 1,000,000 -- United States Treasury Bills 984,720 -- Federal Farm Credit Bank Notes 995,940 -- Investments at fair value 19,382,006 15,269,326 Guaranteed investment contracts with life insurance companies at contract value 2,000,000 4,000,000 Total investments 21,382,006 19,269,326 Cash 42,177 -- Due from broker for security sales -- 17,023 Participant contributions receivable 257,382 209,605 Loans to participants 1,262,517 1,339,613 Employer contributions receivable 131,718 53,809 Investment income receivable 428,848 354,872 23,504,648 21,244,248 Less: Accrued expenses (3,007) (13,986) (3,007) (13,986) Net assets available for plan benefits at year end $23,501,641 $ 21,230,262 See accompanying notes to financial statements. JOHN MORRELL & CO. SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years Ended December 31, 1994 1993 1992 Investment income: Dividends $ 62,878 $ 103,167 $ 96,643 Interest 746,072 651,005 780,274 Net appreciation (depreciation) in fair value of investments 448,349 (924,217) (2,375,641) Contributions: Participant 2,390,467 2,454,086 2,655,084 Employer 452,449 431,358 688,523 4,100,215 2,715,399 1,844,883 Less: Distributions to participants (1,826,141) (2,989,749) (1,461,837) Trustee and investment related fees (2,695) (9,335) (10,770) Net increase (decrease) in net assets available for plan benefits 2,271,379 (283,685) 372,276 Net assets available for plan benefits: Beginning of the year 21,230,262 21,513,947 21,141,671 End of the year $23,501,641 $ 21,230,262 $21,513,947 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, 1994, there were 920 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 non-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 ($9,240, $8,994 and $8,728 for 1994, 1993 and 1992, 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 1994, 1993 and 1992) 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 non-discrimination standards of the Code. For 1994, 1993 and 1992, 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 1994, 1993 and 1992. 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 non-Chiquita 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, Vanguard Index, Fidelity Contrafund, 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 Vanguard Index Fund, which replaced the Conservative Stock Fund in 1994, are invested in the Equity Fund of Vanguard Institutional Index which invests in quality growth stocks intended to provide long-term growth. The assets of the Fidelity Contrafund, which replaced the Aggressive Stock Fund in 1994, are invested in the Equity Fund of Fidelity Contrafund. 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. 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, Vanguard Index, Fidelity Contrafund and Chiquita Capital Stock Funds. The number of participants in each of the respective funds at December 31, 1994 is presented below: Safety of Principal Fund 677 Vanguard Index Fund 509 Fidelity Contrafund 484 Chiquita Capital Stock Fund 442 Chiquita Preferred Stock Fund 31 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 1994 and 1993 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. The Plan's 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 1994, 1993 and 1992, 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. Financial statements versus Form 5500 filing difference The net assets available for plan benefits as reported on these financial statements exclude a payable for distributions to participants. Prior years' financial statements have been restated to conform to this presentation. As a result, the net assets available for plan benefits as reported in these financial statements are greater than as reported on Form 5500 by $523,466, $200,615 and $360,715 at December 31, 1994, 1993 and 1992, respectively. The net assets available for Plan benefits as reported on Form 5500 reflect a payable for distributions to participants of the above amounts in accordance with Form 5500 filing instructions. 5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1994
Chiquita Safety of Vanguard Capital Principal Index Fidelity Stock Fund Fund Contrafund Fund ---------- ---------- ---------- ---------- Investments $ 9,702,546 $ 4,060,124 $ 3,512,468 $ 4,000,166 Participant contributions receivable 81,905 48,028 78,307 49,142 Loans to participants -- -- -- -- Employer contributions receivable -- -- -- 131,718 Investment income receivable 351,739 77,032 14 63 Cash -- 9,418 -- -- Accrued expenses (1,384) (339) (191) (14) Inter-fund transfers 67,455 (10,116) (49,337) (8,002) ----------- ---------- ----------- ----------- ----------- Net assets available for plan benefits at December 31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073 ----------- ---------- ----------- ----------- /TABLE 5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1994
Chiquita Preferred Loans to Stock Fund Participants Total ---------- ------------ ---------- Investments $ 106,702 $ -- $ 21,382,006 Participant contributions receivable -- -- 257,382 Loans to participants -- 1,262,517 1,262,517 Employer contributions receivable -- -- 131,718 Investment income receivable -- -- 428,848 Cash -- 32,759 42,177 Accrued expenses (968) (111) (3,007) Inter-fund transfers -- -- -- ----------- ---------- ----------- Net assets available for plan benefits at December 31, 1994 $ 105,734 $ 1,295,165 $ 23,501,641 ----------- ---------- ----------- /TABLE 5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1993
Chiquita Safety of Capital Principal Conservative Aggressive Stock Fund Stock Fund Stock 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 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 ----------- ---------- ----------- ----------- Net assets available for plan benefits at December 31, 1993 $ 10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419 ----------- ---------- ----------- ----------- /TABLE 5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS DECEMBER 31, 1993
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 Due to broker for security purchases -- -- (75) Accrued expenses -- 21,033 (13,986) Inter-fund transfers -- -- -- ----------- ---------- ----------- Net assets available for plan benefits at December 31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262 ----------- ---------- ----------- /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Safety of *Conservative Capital Principal Stock *Aggressive Stock Fund Fund Stock Fund Fund ---------- ---------- ---------- ---------- Net assets available for plan benefits at December 31, 1991 $ 9,969,080 $ 3,673,232 $ 1,591,904 $ 4,731,987 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 (930,605) (227,576) (58,778) (201,671) Trustee and investment related fees (8,900) (1,450) (255) (165) Transfers (to) from other funds (639,435) 299,872 (60,309) 113,054 Shares Exchange -- -- -- (188,655) --------- --------- ----------- ----------- Net assets available for plan benefits at December 31, 1992 $10,207,879 $4,476,002 $1,864,692 $3,299,796 /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Preferred Loans to Stock Fund Participants Total ---------- ------------ ---------- Net assets available for plan benefits at December 31, 1991 $ -- $ 1,175,468 $ 21,141,671 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) (1,461,837) Trustee and investment related fees -- -- (10,770) Transfers (to) from other funds 30,638 256,180 -- Share Exchange 188,655 -- -- --------- --------- ----------- Net assets available for plan benefits at December 31, 1992 $ 158,326 $ 1,507,252 $ 21,513,947 /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Safety of *Aggressive Capital Principal *Conservative Stock Stock Fund Stock 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 (1,665,568) (406,347) (363,470) (394,025) Trustee and investment related fees (7,530) (1,175) (240) (390) Transfers (to) from other funds 106,611 (342,230) 211,080 116,502 --------- --------- ----------- ----------- Net assets available for plan benefits at December 31, 1993 $10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419 /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
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 (24,656) (135,683) (2,989,749) Trustee and investment related fees -- -- (9,335) Transfers (to) from other funds 22,575 (114,538) -- --------- --------- ----------- Net assets available for plan benefits at December 31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262 /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Safety of Capital Principal *Vanguard *Fidelity Stock Fund Index Fund Contrafund Fund ------------ ------------ ------------ ------------ Dividend income $ -- $ -- $ -- $ 54,429 Interest income 559,465 98,292 1,770 1,973 Net appreciation (depreciation) in fair value of investments 23,101 (78,980) (19,851) 533,475 Contributions: Participant 889,922 488,520 557,467 454,558 Employer -- -- -- 452,449 Distributions to participants (634,658) (172,751) (144,039) (394,965) Trustee and investment related fees (2,122) (653) (236) 316 Transfers (to) from other funds (921,041) (530,208) 1,100,811 23,419 -------- --------- ---------- ----------- Net assets available for plan benefits at December 31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073 --------- --------- --------- ----------- /TABLE 6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita Preferred Stock Loans to Fund Participants Total ---------- ------------ ---------- Dividend income $ 8,449 $ -- $ 62,878 Interest income 105 84,467 746,072 Net appreciation (depreciation) in fair value of investments (9,396) -- 448,349 Contributions: Participant -- -- 2,390,467 Employer -- -- 452,449 Distributions to participants (18,824) (460,904) (1,826,141) Trustee and investment related fees -- -- (2,695) Transfers (to) from other funds 16,357 310,662 -- --------- --------- ----------- Net assets available for plan benefits at December 31, 1994 $ 105,734 $1,295,165 $23,501,641 --------- --------- -----------
*The Conservative and Aggressive Stock Funds were replaced by the Vanguard Index Fund and Fidelity Contrafund, respectively, during 1994. SCHEDULE 1 JOHN MORRELL & COMPANY SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN ASSETS HELD FOR INVESTMENT DECEMBER 31, 1994 Current Issue Description Cost Value Equity Fund of Vanguard Institutional Index 93,941 shares $ 4,137,364 $ 4,060,124 * Short-Term Investment Fund for Employee Benefit Plans of Chicago Title and Trust Company 4,794,213 shares 4,794,213 4,794,213 Equity Fund of Fidelity Contrafund 115,581 shares 3,455,895 3,499,793 * Chiquita Brands International, Inc: Capital Stock 289,212 shares 5,360,380 3,940,514 $1.32 Depositary Shares 7,808 shares 192,627 106,702 5,553,007 4,047,216 Life Insurance 9.05%, due Company of August 30, 1995 500,000 500,000 Georgia GIC Ohio National 8.60%, due Life Insurance January 17, 1996 500,000 500,000 Company GIC Safeco Life 8.40%, due Insurance Company March 15, 1995 500,000 500,000 GIC United of Omaha Life 8.80%, due Insurance GIC January 17, 1995 500,000 500,000 Old Kent Bank Certificate of 5.25%, due Deposit June 15, 1995 1,000,000 1,000,000 Federal Farm Credit 5.47%, due Bank Notes June 1, 1995 1,000,000 995,940 United States $1,000,000, due Treasury Bills April 7, 1995 957,559 984,720 $22,898,038 $ 21,382.006 * Denotes party-in-interest SCHEDULE 2 JOHN MORRELL & COMPANY REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS) Category 1: *Chicago Title and Trust Company: Conservative Stock Equity Fund Sale 703,885 -- 4,138,518 3,100,324 1,038,194 Aggressive Stock Equity Fund Sale 325,300 -- 2,008,530 1,505,573 502,957 S & P 500 Index Fund Purchase 995,988 4,138,518 -- -- -- Sale 908,392 -- 3,972,915 3,783,769 189,146 Equity Fund of Vanguard Institutional Index Purchase 90,253 3,972,915 -- -- -- Equity Fund of Fidelity Contrafund Purchase 65,446 2,008,530 -- -- -- Category 2: None SCHEDULE 2 JOHN MORRELL & COMPANY REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1994 DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS) Category 3: *Chicago Title and Trust Company: Short Term Investment Fund for Purchase15,041,702 15,041,702 -- -- -- Employee Benefit Plans Sale 16,185,652 -- 16,185,652 16,185,652 -- Conservative Stock Equity Fund Purchase 28,384 175,800 -- -- -- Sale 752,758 -- 4,437,733 3,313,881 1,123,892 Aggressive Stock Equity Fund Purchase 25,675 167,290 -- -- -- Sale 329,155 -- 2,033,673 1,523,014 510,659 S & P 500 Index Fund Purchase1,073,378 4,469,569 -- -- -- Sale 1,073,378 -- 4,670,187 4,469,569 200,618 Vanguard Institutional Index Purchase 90,709 4,181,284 -- -- -- Sale 998 -- 43,880 43,920 (40) Fidelity Contrafund Purchase 117,358 3,607,053 -- -- -- Sale 4,951 -- 150,765 151,158 (393) *Chiquita Brands International, Inc. Purchase 130,541 1,834,714 -- -- -- Capital Stock Sale 14,496 -- 193,495 293,411 (99,916) *Denotes party-in-interest 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, 1995 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, 1995, 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, 1994. /s/ ERNST & YOUNG LLP Cincinnati, Ohio June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----