-----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, SQkC7+Y3+jeu1eebuSsUwXmlUdOtPY1CIj+rc5hb0gd9mUiMeXMd4LGv2N8YCzwH jwXeyaofsDf0ONDqMrzASQ== 0000101063-97-000030.txt : 19970630 0000101063-97-000030.hdr.sgml : 19970630 ACCESSION NUMBER: 0000101063-97-000030 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 97630963 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, 1996 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, 1997. 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, as amended by the Certificate of Amendment establishing the terms of the Series B Preferred Stock, filed as Exhibit 3(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 *3-b By-Laws, filed as Exhibit 3-b to Annual Report on Form 10-K for the year ended December 31, 1992 *4 Indenture dated as of February 15, 1994 between the Company and The Fifth Third Bank, Trustee, with respect to Senior Debt Securities, under which the Company s 9 1/8% Senior Notes due 2004 and the Company s 10 1/4% Senior Notes due 2006 have been issued (incorporated by reference to Exhibit 4(c) of Registration Statement 333-00789), as supplemented by the First Supplemental Indenture dated as of June 15, 1994 (incorporated by reference to Exhibit 6(a)99(c) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1994) and by the Second Supplemental Indenture dated as of July 15, 1996 (incorporated by reference to Exhibit 4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 1996); and as further supplemented by the Certificate of the Vice President and Controller of the Company establishing the terms of the 9 1/8% Senior Notes (incorporated by reference to Exhibit 7(c)(3) to Current Report on Form 8-K dated February 8, 1994) and by the Terms of 10 1/4% Senior Notes approved by the Executive Committee of the Board of Directors of the Company (incorporated by reference to Exhibit 7(c)99.6 to Current Report on Form 8-K dated July 22, 1996) *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, filed as Exhibit 10-b to Annual Report on Form 10-K for the year ended December 31, 1995 *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 **10-d Credit Agreement dated December 31, 1996 among Chiquita Brands International, Inc., The First National Bank of Boston, as administrative agent, and the financial institutions which are lenders thereunder relating to the Company s $125 million revolving credit facility Executive Compensation Plans **10-e 1986 Stock Option and Incentive Plan, as amended *10-f 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-g Amended and Restated Deferred Compensation Plan, filed as Exhibit 10-f to Annual Report on Form 10-K for the year ended December 31, 1995 **10-h Deferred Compensation Plan for Board of Directors of Chiquita Brands International, Inc. dated January 1, 1997 **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. 1996 Annual Report to Shareholders (pages 25 through 50 and page 52) **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 1996. * 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, 1996 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, 1996 and 1995 2 Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1996, 1995 and 1994 3 Notes to Financial Statements 4 - 10 Supplemental Schedules Assets Held for Investment at December 31, 1996 Schedule 1 Reportable Transactions for the Year Ended December 31, 1996 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, 1996 and 1995, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1996. 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, 1996 and 1995, and changes in net assets available for benefits for each of the three years in the period ended December 31, 1996, 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, 1996 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 20, 1997 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 1995 Investments, at fair value: Chiquita Brands International, Inc. capital stock, $.33 par value $ 18,511,993 $18,441,033 Kaufmann Fund 10,164,379 -- Vanguard Index Trust 500 Portfolio Fund 6,445,433 5,018,845 Morley Stable Value Fund 5,713,439 -- Invesco Select Income Fund 920,664 -- Loans to participants 822,328 745,387 Fidelity Puritan Fund 539,455 -- Schwab Institution Advantage Money Fund 106,223 -- Fidelity Magellan Fund -- 8,626,006 Chemical Bank - Temporary Investment Fund -- 6,684,355 ----------- ---------- Total investments 43,223,914 39,515,626 Contributions receivable: Participant 154,932 97,844 Company 74,100 120,190 Accrued investment income -- 21,038 ----------- ---------- Net assets available for benefits $ 43,452,946 $39,754,698 =========== ==========
See accompanying notes to financial statements. CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 1996 1995 1994 Investment income: Dividends $ 933,744 $ 860,497 $562,556 Interest 55,553 446,893 394,584 Net appreciation in fair value of investments 1,676,899 3,185,954 1,403,413 Contributions: Participant 2,794,945 2,727,084 2,825,783 Company (net of forfeitures of $67,653 in 1996, $128,765 in 1995 and $125,879 in 1994): Cash -- 566,403 1,314,917 Chiquita Brands International, Inc. capital stock, $.33 par value 2,796,459 2,405,559 1,526,000 Rollovers 210,283 81,165 78,069 Transfer of assets from merged plans -- 94,535 -- ---------- ---------- ---------- 8,467,883 10,368,090 8,105,322 Less: distributions to participants (4,769,635) (2,933,600) (2,718,667) ---------- ---------- ---------- Increase in net assets available for benefits 3,698,248 7,434,490 5,386,655 Net assets available for benefits: Beginning of the year 39,754,698 32,320,208 26,933,553 ---------- ---------- ---------- End of the year $ 43,452,946 $ 39,754,698 $32,320,208 ========== ========== ==========
See accompanying notes to financial statements. CHIQUITA SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DESCRIPTION OF THE PLAN The following description of the Chiquita Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering substantially all full-time and part-time domestic salaried employees of Chiquita Brands International, Inc. (the "Company") and its subsidiaries who have completed two 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, 1996 are held by Charles Schwab Trust Company (the "Trustee"). Effective February 21, 1997, the Plan changed its trustee to Star Bank Trust Financial Services. 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 ($9,500 for 1996 and $9,240 for 1995 and 1994) 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 Non-restricted Contributions Account. Eligible Participant Contributions to the Chiquita Capital Stock Fund are placed in the Participant Restricted Contributions Account. Effective July 1, 1996, such contributions are transferred to the Participant's Non-restricted Contributions Account on the second anniversary of the first day of the Plan year in which the contributions were made. Prior to July 1, 1996, such contributions became non- restricted 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 certain 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. The Basic Matching Contribution amounted to 50% of Eligible Participant Contributions in each of 1996, 1995 and 1994. 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 1996 and 1995 and 70% in 1994 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 Matching Contribution was 40% in 1996 and 50% in 1995 and 1994. 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. Effective August 31, 1996, such restricted Company contributions are transferred to a Company Non-Restricted Contributions Account on the second anniversary of the first day of the Plan year in which the contributions were made. Prior to August 31, 1996, participants in the Plan for 10 years could 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 1996, 1995 and 1994) 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. Morley Stable Value Fund - designed to offer protection of principal while providing a reasonable rate of current income through investment in guaranteed investment contracts. On January 1, 1996, the Morley Stable Value Fund replaced the Safety of Principal Fund which had invested in fixed-income securities. 2. Vanguard Index Trust 500 Portfolio 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. Prior to January 1, 1996, participants could contribute to the Conservative Equity Fund, which invested in the Vanguard Index Trust 500 Portfolio Fund. 3. Kaufmann Fund - beginning January 1, 1996, participants can contribute to the Kaufmann Fund, which seeks capital appreciation through investment in common stocks, convertible preferred stocks and bonds. Prior to January 1, 1996, participants could contribute to the Growth Equity Fund, which invested in the Fidelity Magellan Fund. 4. Chiquita Capital Stock Fund - invests in capital stock of the Company. 5. Invesco Select Income Fund - invests in debt securities of which at least 50% are of medium investment grade or higher as rated by established rating services. On January 1, 1996, the Invesco Select Income Fund replaced the Chiquita Fixed Income Fund which had invested in debt securities of the Company. 6. Fidelity Puritan Fund - beginning January 1, 1996, participants can 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, 1996, there were 1,036 participants in the Plan. The number of participants in each of the respective funds is presented below: Morley Stable Value Fund 416 Vanguard Index Trust 500 Portfolio Fund 597 Kaufmann Fund 709 Chiquita Capital Stock Fund 825 Invesco Select Income Fund 235 Fidelity Puritan Fund 103 /TABLE 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. Withdrawals, Distributions 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 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 is valued at the last sales price reported on the New York Stock Exchange 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 Internal Revenue Service ruled on November 11, 1996, that the Plan maintained its qualified status 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. 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. 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 $230,520, $1,388,192 and $540,796 at December 31, 1996, 1995 and 1994, 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, 1995 Safety of Chiquita Principal Conservative Growth Capital Fund Equity Fund Equity Fund Stock Fund Investments $ 5,644,362 $ 5,018,845 $ 8,730,928 $ 18,482,236 Contributions receivable: Participant 8,572 20,105 39,588 26,429 Company 120,190 Accrued investment income 18,644 25 217 916 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771 ========== ========== ========== ==========
DECEMBER 31, 1995 Chiquita Fixed Income Loans to Fund Participants Total Investments $ 871,704 $ 767,551 $ 39,515,626 Contributions receivable: Participant 3,150 97,844 Company 120,190 Accrued investment income 1,236 21,038 ---------- ---------- ---------- Net assets available for benefits at December 31, 1995 $ 876,090 $ 767,551 $ 39,754,698 ========== ========== ========== /TABLE SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
DECEMBER 31, 1996 Morley Chiquita Stable Value Vanguard Kaufmann Capital Fund Index Fund Fund Stock Fund Investments $ 5,713,439 $ 6,445,433 $ 10,164,379 $ 18,618,216 Contributions receivable: Participant 15,938 34,117 48,411 47,483 Company 74,100 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1996 $ 5,729,377 $ 6,479,550 $ 10,212,790 $ 18,739,799 ========== ========== ========== ==========
DECEMBER 31, 1996 Invesco Fidelity Select Loans to Puritan Fund Participants Fund Total Investments $ 920,664 $ 822,328 $ 539,455 $ 43,223,914 Contributions receivable: Participant 3,959 5,024 154,932 Company 74,100 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1996 $ 924,623 $ 822,328 $ 544,479 $ 43,452,946 ========== ========== ========== ========== /TABLE SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Safety of Chiquita Principal Conservative Growth Capital Fund Equity Fund Equity Fund Stock Fund Net assets available for benefits at December 31, 1993 $ 5,917,247 $ 3,162,028 $ 5,638,339 $ 10,316,947 Investment income: Dividends 107,198 234,518 187,882 Interest 274,496 239 329 8,580 Net appreciation (depreciation) in fair value of investments (36,874) (69,050) (356,465) 1,907,195 Contributions: Participant 336,825 494,572 907,567 968,227 Company, net (56) (220) (683) 2,843,357 Rollovers 2,190 28,517 38,802 8,499 Distributions to participants (604,971) (422,194) (643,883) (903,036) Transfer (to) from other funds (200,581) 73,386 298,411 (34,669) ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1994 5,688,276 3,374,476 6,116,935 15,302,982
Chiquita Chiquita Fixed Depositary Income Loans to Share Fund Participants Fund Total Net assets available for benefits at December 31, 1993 $ 775,086 $ 749,896 $ 374,010 $ 26,933,553 Investment income: Dividends 32,958 562,556 Interest 67,750 42,900 290 394,584 Net appreciation (depreciation) in fair value of investments (54,406) 13,013 1,403,413 Contributions: Participant 118,592 2,825,783 Company, net (181) (1,300) 2,840,917 Rollovers 61 78,069 Distributions to participants (40,761) (80,654) (23,168) (2,718,667) Transfer (to) from other funds (28,662) (55,111) (52,774) 0 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1994 837,479 657,031 343,029 32,320,208 /TABLE SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Safety of Chiquita Principal Conservative Growth Capital Fund Equity Fund Equity Fund Stock Fund Net assets available for benefits at December 31, 1994 5,688,276 3,374,476 6,116,935 15,302,982 Investment income: Dividends 113,231 506,284 215,751 Interest 300,044 124 275 9,636 Net appreciation in fair value of investments 88,484 1,198,291 1,789,903 42,347 Contributions: Participant 323,467 470,595 842,945 976,954 Company, net 2,971,962 Rollovers 9,908 3,843 32,704 33,941 Transfer of assets from merged plans 94,535 Distributions to participants (642,975) (293,707) (488,040) (1,317,784) Transfer (to) from other funds (190,161) 172,122 (30,273) 393,982 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771 ========== ========== ========== ==========
Chiquita Chiquita Fixed Depositary Income Loans to Share Fund Participants Fund Total Net assets available for benefits at December 31, 1994 837,479 657,031 343,029 32,320,208 Investment income: Dividends 25,231 860,497 Interest 89,499 47,248 67 446,893 Net appreciation in fair value of investments 31,467 35,462 3,185,954 Contributions: Participant 113,123 2,727,084 Company, net 2,971,962 Rollovers 769 81,165 Transfer of assets from merged plans 94,535 Distributions to participants (84,044) (81,435) (25,615) (2,933,600) Transfer (to) from other funds (112,203) 144,707 (378,174) 0 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1995 $ 876,090 $ 767,551 $ 0 $ 39,754,698 ========== ========== ========== ========== /TABLE SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Morley Chiquita Stable Vanguard Kaufmann Capital Value Fund Index Fund Fund Stock Fund Net assets available for benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771 Investment income: Dividends 138,971 428,946 268,376 Interest Net appreciation (depreciation) in fair value of investments 313,337 989,966 1,486,704 (1,101,969) Contributions: Participant 280,893 570,976 899,199 895,549 Company, net 2,796,459 Rollovers 15,382 63,760 91,450 13,760 Distributions to participants (690,784) (646,495) (1,309,349) (1,811,862) Transfer (to) from other funds 138,971 323,397 (154,893) (950,285) ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1996 $ 5,729,377 $ 6,479,550 $ 10,212,790 $ 18,739,799 ========== ========== ========== ==========
Invesco Fidelity Select Loans to Puritan Fund Participants Fund Total Net assets available for benefits at December 31, 1995 $ 876,090 $ 767,551 $ 0 $ 39,754,698 Investment income: Dividends 52,957 44,494 933,744 Interest 55,553 55,553 Net appreciation (depreciation) in fair value of investments (15,802) 4,663 1,676,899 Contributions: Participant 83,967 64,361 2,794,945 Company, net 2,796,459 Rollovers 8,284 17,647 210,283 Distributions to participants (147,550) (154,907) (8,688) (4,769,635) Transfer (to) from other funds 66,677 154,131 422,002 0 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1996 $ 924,623 $ 822,328 $ 544,479 $ 43,452,946 ========== ========== ========== ========== /TABLE SCHEDULE 1
CHIQUITA SAVINGS AND INVESTMENT PLAN ASSETS HELD FOR INVESTMENT** DECEMBER 31, 1996 Current Issue Description Cost Value * Chiquita Brands International, Inc. capital stock, $.33 par value 1,451,921 shares $ 22,633,029 $ 18,511,993 Kaufmann Fund 1,740,476 shares 8,892,290 10,164,379 Vanguard Index Trust 500 Portfolio Fund 93,196 shares 4,372,433 6,445,433 Morley Stable Value Fund 476,768 shares 5,439,564 5,713,439 Invesco Select Income Fund 140,559 shares 924,626 920,664 * Loans to Participants Interest rates range from 7.0% to 11.5%; maturities range from 1 to 10 years 822,328 822,328 Fidelity Puritan Fund 31,291 shares 536,373 539,455 * Schwab Institution Advantage Money Fund 106,223 shares 106,223 106,223 ---------- ---------- $ 43,726,866 $ 43,223,914 ========== ========== * 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, 1996 Number Proceeds Description of Type of of Shares Purchase from Cost of Net Investments Transaction or Units Price Sales Assets Gain (Loss) Category 1 (individual transactions): * Chemical Bank - Temporary Investment Fund Sale 6,693,965 $6,693,965 $6,693,965 Fidelity Magellan Fund Sale 100,326 8,626,006 6,620,385 $2,005,621 Morley Stable Value Fund Purchase 510,660 $5,792,520 Kaufmann Fund Purchase 1,685,090 8,290,642 Category 2 (series of transactions other than securities transactions): None Category 3 (series of securities transactions): * Chiquita Brands Intl, Purchase/In-kind 322,623 4,228,195 Inc. capital stock Sale 211,868 2,986,654 3,377,948 (391,294) Morley Stable Value Fund Purchase 611,627 6,972,058 Kaufmann Fund Purchase 2,091,593 10,637,504 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, 1996 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 Date: June 24, 1997 By: /s/ John Powers John Powers, Secretary of the Plan Administrative Committee Exhibit 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-2241, 33-16801, 33-42733 and 33-56572) pertaining to the Chiquita Savings and Investment Plan and in the related Prospectus of our report dated June 20, 1997, 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, 1996. /s/ ERNST & YOUNG LLP Cincinnati, Ohio June 20, 1997 -----END PRIVACY-ENHANCED MESSAGE-----