-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KR4NR8UsWTyg1XMYth2tdxUHkYbJuUlYAcFukZQAgYbJXNsEGEy5UyP/UGDldVMm K70rxv0pdwULLg8rvV4Liw== 0000101063-96-000035.txt : 19960625 0000101063-96-000035.hdr.sgml : 19960625 ACCESSION NUMBER: 0000101063-96-000035 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960624 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: AGRICULTURE PRODUCTION - CROPS [0100] 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: 96584790 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, 1995 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) 784-8000 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 24, 1996. 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 January 11, 1996 effective January 1, 1996 between Tela Railroad Company and the Honduran National Railroad *10-c Stock Purchase Agreement dated December 20, 1995 between Smithfield Foods, Inc. ("Smithfield") and the Company filed as Exhibit 7.1 to Schedule 13D dated December 20, 1995 filed by the Company and certain other persons with respect to Smithfield common stock Executive Compensation Plans **10-d 1986 Stock Option and Incentive Plan, as amended *10-e 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-f Amended and Restated Deferred Compensation Plan **11 Computation of Earnings Per Common Share **12 Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends **13 Chiquita Brands International, Inc. 1995 Annual Report to Shareholders (pages 5 through 22 and page 24) **21 Subsidiaries of Registrant **23 Consent of Independent Auditors **24 Powers of Attorney **27 Financial Data Schedule 99 Annual Report on Form 11-K for the Chiquita Savings and Investment Plan for 1995 * Incorporated by reference. ** Previously filed with Securities and Exchange Commission. EX-99 2 Exhibit 99 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, 1995 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, 1995 and 1994 2 Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995, 1994 and 1993 3 Notes to Financial Statements 4 - 11 Supplemental Schedules Assets Held for Investment at December 31, 1995 Schedule 1 Reportable Transactions for the Year Ended December 31, 1995 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, 1995 and 1994, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1995. 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, 1995 and 1994, and changes in net assets available for benefits for each of the three years in the period ended December 31, 1995, 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 as of December 31, 1995 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 24, 1996
CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1995 1994 Investments, at fair value: Chiquita Brands International, Inc. capital stock, $.33 par value $18,441,033 $15,197,080 Fidelity Magellan Fund 8,626,006 6,073,342 Chemical Bank - Temporary Investment Fund 6,684,355 3,691,053 Vanguard Index Trust 500 Portfolio Fund 5,018,845 3,361,783 Loans to participants 745,387 638,922 U.S. Treasury Note -- 2,000,000 Chiquita Brands International, Inc.: 11 1/2% Subordinated Notes -- 561,600 10 1/2% Subordinated Debentures -- 163,660 Chiquita Brands International, Inc. $1.32 Depositary Shares -- 343,035 ------------ ------------ Total investments 39,515,626 32,030,475 Contributions receivable: Participant 97,844 80,021 Company 120,190 103,111 Accrued investment income 21,038 106,601 ----------- ------------ Net assets available for benefits $39,754,698 $ 32,320,208 =========== ============ See accompanying notes to financial statements. /TABLE
CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 1995 1994 1993 Investment income: Dividends $ 860,497 $ 562,556 $ 909,018 Interest 446,893 394,584 394,247 Net appreciation (depreciation) in fair value of investments 3,185,954 1,403,413 (2,818,904) Contributions: Participant 2,727,084 2,825,783 3,004,248 Company: Cash, net of forfeitures of $128,765 in 1995, $125,879 in 1994 and $109,649 in 1993 566,403 1,314,917 1,483,851 Chiquita Brands International, Inc. capital stock, $.33 par value 2,405,559 1,526,000 1,624,916 Rollovers 81,165 78,069 225,030 Transfer of assets from merged plans 94,535 -- -- ------------ ------------ ------------ 10,368,090 8,105,322 4,822,406 Less: distributions to participants (2,933,600) (2,718,667) (2,884,115) ------------ ------------ ------------ Increase in net assets available for benefits 7,434,490 5,386,655 1,938,291 Net assets available for benefits: Beginning of the year 32,320,208 26,933,553 24,995,262 ------------ ------------ ------------ End of the year $39,754,698 $32,320,208 $26,933,553 ============ ============ ============ See accompanying notes to financial statements. /TABLE 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 who have completed six months of service and have attained the age of 21. During 1995, the Theodoredis and Sons Banana Company Profit Sharing Plan and the D. Theodoredis and Sons 401(k) 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 such action does not reduce accrued benefits of any participant. The assets of the Plan at December 31, 1995 are held by Chemical Bank (the "Trustee"). Effective January 1, 1996, the Plan changed its trustee to Charles Schwab Trust Company. 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 certain merged plans, a "Profit Sharing Contributions Account." The participant's Employee Accounts and Rollover Contributions Account reflect all employee before-tax, after-tax and rollover contributions, and the income, gains, losses, withdrawals, distributions and expenses attributable to such contributions. The Profit Sharing Contributions Account reflects company profit sharing contributions of certain merged plans 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 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 1995 and 1994 and $8,994 for 1993) 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. 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 1995, 1994 and 1993. 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 85% in 1995, 70% in 1994 and 65% in 1993 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 1995 and 1994 and 40% in 1993. 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 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 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 for 1995, 1994 and 1993) 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 the following investment funds: 1. Safety of Principal Fund - designed to offer protection of principal while providing a reasonable rate of current income. Through December 31, 1995, contributions to this fund were 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. On January 1, 1996, this fund was replaced by the Morley Stable Value Fund, which invests in guaranteed investment contracts. 2. Conservative Equity Fund - seeks long-term growth of capital and income through investment in a portfolio of large- capitalization common stocks designed to reflect the investment performance of the Standard & Poor's 500 Composite Stock Price Index. Contributions to this fund are currently invested in the Vanguard Index Trust 500 Portfolio. On January 1, 1996, the Conservative Equity Fund was renamed the Vanguard Index Trust 500 Portfolio Fund. 3. Growth Equity Fund - invests in stocks of both well-known and lesser-known companies with above average growth potential. Through December 31, 1995, contributions to this fund were invested in the Fidelity Magellan Fund. On January 1, 1996, the Growth Equity Fund was replaced by the Kaufmann Fund, which seeks capital appreciation through investment in common stocks, convertible preferred stocks and bonds. 4. Chiquita Capital Stock Fund - invests in capital stock of the Company. 5. Chiquita Fixed Income Fund - invests in debt securities of the Company. On January 1, 1996, this fund was replaced by the Invesco Select Income Fund. This fund invests in debt securities of which at least 50% are of medium investment grade or higher as rated by established rating services. Additionally, beginning January 1, 1996, participants may contribute to the Fidelity Puritan Fund, which invests in a diversified portfolio of debt and equity securities. 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. In 1995, the Depositary Shares converted back into shares of capital stock which are maintained in the Chiquita Capital Stock Fund. The Plan Administrative Committee (the "Plan Administrator") may change any of the investment funds offered to participants at its discretion. At December 31, 1995, there were 990 participants in the Plan. The number of participants in each of the respective funds is presented below: Safety of Principal Fund 449 Conservative Equity Fund 545 Growth Equity Fund 673 Chiquita Capital Stock Fund 957 Chiquita Fixed Income Fund 236 Vesting Participants are always fully vested in their Employee Accounts. Prior to July 1, 1995, participants generally vested in Company contributions and related earnings 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 generally become vested at a rate of 20% for each year of service to the Company. 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 account balance in a lump-sum amount or leave their account balance in the Plan until age 65. Distributions consist of cash or Company stock from the Chiquita Capital Stock Fund and Chiquita Depositary Share Fund and cash from all other investment funds. In addition, other forms of distribution are permitted for participants' account balances from merged plans, including qualified joint and survivor annuities and monthly installment payments. 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. Loans to participants are valued at cost, which approximates fair value. 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 it has no obligation to do so, the Company has provided certain administrative services and has paid professional fees for the benefit of 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. The Plan, as amended, is operating in accordance with all current provisions of the Code and ERISA. The Company has requested an updated letter of determination. 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. 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 Individual Retirement Account, subject to the limitations as set forth by the IRS. FINANCIAL STATEMENTS VERSUS FORM 5500 FILING DIFFERENCE The net assets available for benefits have not been reduced for distributions payable to participants. As a result, net assets available for benefits as reported in these financial statements are greater than as reported on Form 5500 by $1,388,192, $540,796 and $332,751 at December 31, 1995, 1994 and 1993, 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.
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND DECEMBER 31, 1994 Safety of Chiquita Principal Conservative Growth Depositary Fund Equity Fund Equity Fund Share Fund Investments $ 5,581,703 $ 3,361,308 $ 6,074,495 $ 342,823 Contributions receivable: Participant 13,590 13,164 42,431 206 Company Accrued investment income 92,983 4 9 ----------- ----------- ----------- ----------- Net assets available for benefits at December 31, 1994 $ 5,688,276 $ 3,374,476 $ 6,116,935 $ 343,029 =========== =========== =========== ===========
DECEMBER 31, 1994 Chiquita Chiquita Fixed Capital Income Loans to Stock Fund Fund Participants Total Investments $ 15,197,388 $ 815,727 $ 657,031 $ 32,030,475 Contributions receivable: Participant 2,103 8,527 80,021 Company 103,111 103,111 Accrued investment income 380 13,225 106,601 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1994 $ 15,302,982 $ 837,479 $ 657,031 $ 32,320,208 ============ ============ ============ ============ /TABLE
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND DECEMBER 31, 1995 Safety of Chiquita Principal Conservative Growth Depositary Fund Equity Fund Equity Fund Share Fund Investments $ 5,644,362 $ 5,018,845 $ 8,730,928 $ 0 Contributions receivable: Participant 8,572 20,105 39,588 Company Accrued investment income 18,644 25 217 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 0 ============ ============ ============ ============
DECEMBER 31, 1995 Chiquita Chiquita Fixed Capital Income Loans to Stock Fund Fund Participants Total Investments $ 18,482,236 $ 871,704 $ 767,551 $ 39,315,626 Contributions receivable: Participant 26,429 3,150 97,844 Company 120,190 120,190 Accrued investment income 916 1,236 21,038 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1995 $ 18,629,771 $ 876,090 $ 767,551 $ 39,754,698 ============ ============ ============ ============ /TABLE
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 Safety of Chiquita Principal Conservative Growth Depositary Fund Equity Fund Equity Fund Share Fund Net assets available for $ 6,723,018 $ 2,384,298 $ 3,968,349 $ 444,791 benefits at December 31, 1992 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
Chiquita Chiquita Fixed Capital Income Loans to Stock Fund Fund Participants Total Net assets available for benefits at December 31, 1992 $ 10,019,587 $ 706,771 $ 748,448 $ 24,995,262 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) 0 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1993 10,316,947 775,086 749,896 26,933,553 /TABLE
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 Safety of Chiquita Principal Conservative Growth Depositary Fund Equity Fund Equity Fund Share Fund Net assets available for benefits at December 31, 1993 5,917,247 3,162,028 5,638,339 374,010 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
Chiquita Chiquita Fixed Capital Income Loans to Stock Fund Fund Participants Total Net assets available for benefits at December 31, 1993 10,316,947 775,086 749,896 26,933,553 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) 0 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1994 15,302,982 837,479 657,031 32,320,208 /TABLE
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 Safety of Chiquita Principal Conservative Growth Depositary Fund Equity Fund Equity Fund Share Fund Net assets available for benefits at December 31, 1994 5,688,276 3,374,476 6,116,935 343,029 Investment income: Dividends 113,231 506,284 25,231 Interest 300,044 124 275 67 Net appreciation in fair value of investments 88,484 1,198,291 1,789,903 35,462 Contributions: Participant 323,467 470,595 842,945 Company, net Rollovers 9,908 3,843 32,704 Transfer of assets from merged plans 94,535 Distributions to participants (642,975) (293,707) (488,040) (25,615) Transfer (to) from other funds (190,161) 172,122 (30,273) (378,174) ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 0 ============ ============ ============ ============
Chiquita Chiquita Fixed Capital Income Loans to Stock Fund Fund Participants Total Net assets available for benefits at December 31, 1994 15,302,982 837,479 657,031 32,320,208 Investment income: Dividends 215,751 860,497 Interest 9,636 89,499 47,248 446,893 Net appreciation in fair value of investments 42,347 31,467 3,185,954 Contributions: Participant 976,954 113,123 2,727,084 Company, net 2,971,962 2,971,962 Rollovers 33,941 769 81,165 Transfer of assets from merged plans 94,535 Distributions to participants (1,317,784) (84,044) (81,435) (2,933,600) Transfer (to) from other funds 393,982 (112,203) 144,707 0 ------------ ------------ ------------ ------------ Net assets available for benefits at December 31, 1995 $ 18,629,771 $ 876,090 $ 767,551 $ 39,754,698 ============ ============ ============ ============ /TABLE
SCHEDULE 1 CHIQUITA SAVINGS AND INVESTMENT PLAN ASSETS HELD FOR INVESTMENT** DECEMBER 31, 1995 Current Issue Description Cost Value * Chiquita Brands International, Inc. capital stock, $.33 par value 1,341,166 shares $ 21,782,782 $ 18,441,033 Fidelity Magellan Fund 100,326 shares 6,620,385 8,626,006 * Chemical Bank - Temporary 5.64% at December 31, Investment Fund 1995 6,684,355 6,684,355 Vanguard Index Trust 500 Portfolio Fund 87,133 shares 3,483,223 5,018,845 * Loans to Participants Interest rates range from 7.0% to 11.5%; maturities range from 1 to 10 years 745,387 745,387 ------------ ------------ $ 39,316,132 $ 39,515,626 ============ ============ * Denotes party-in-interest ** This schedule includes those assets required to be reported under Department of Labor regulations and Form 5500 Item 27(a). /TABLE
SCHEDULE 2 CHIQUITA SAVINGS AND INVESTMENT PLAN REPORTABLE TRANSACTIONS** FOR THE YEAR ENDED DECEMBER 31, 1995 NUMBER PROCEEDS COST NET DESCRIPTION OF TYPE OF OF SHARES PURCHASE FROM OF GAIN INVESTMENTS TRANSACTION OR UNITS PRICE SALES ASSETS (LOSS) Category 1 (individual transactions): * Chiquita Brands International, Inc. capital stock In-kind 124,552 $1,712,590 * Chemical Bank - Temporary Purchase 2,092,983 2,092,983 Investment Fund Sale 2,054,712 $2,054,712 $2,054,712 U.S. Treasury Notes Purchase 2,000,000 2,037,500 Sale 2,000,000 2,124,776 2,037,500 $87,276 Sale 2,000,000 2,000,000 2,024,375 (24,375) Category 2 (series of transactions other than securities transactions): None Category 3 (series of securities transactions): * Chiquita Brands International, Purchase/In-kind 347,792 5,204,032 Inc. capital stock Sale 122,008 1,974,342 2,136,237 (161,895) Fidelity Magellan Fund Purchase 17,323 1,411,084 Sale 7,915 647,827 507,054 140,773 * Chemical Bank - Temporary Purchase 10,322,304 10,322,304 Investment Fund Sale 7,329,002 7,329,002 7,329,002 U.S. Treasury Notes Purchase 2,000,000 2,037,500 Sale 4,000,000 4,124,776 4,061,875 62,901 Category 4 (other transactions): None * Denotes party-in-interest ** This schedule reports those assets purchased and/or sold during the current year that are in excess of 5% of the fair value of Plan assets as of January 1, 1995 as required by Department of Labor regulations and Form 5500 Item 27(d). /TABLE 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 by the undersigned thereunto duly authorized. CHIQUITA SAVINGS AND INVESTMENT PLAN By:/s/ John Powers John Powers, Secretary of the Plan Administrative Committee Date: June 24, 1996 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 24, 1996, 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, 1995. /s/ ERNST & YOUNG LLP Cincinnati, Ohio June 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----