-----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, OZr1mHbs/hRLKZiD4Rx8Dq65ymQVCnwf9qHP/6tsCyCj3L7zvvu3iZPuruM3I7XL tFYKDYZ9FCAiQoQ8Uk6Jrw== 0000101063-99-000036.txt : 19990630 0000101063-99-000036.hdr.sgml : 19990630 ACCESSION NUMBER: 0000101063-99-000036 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01550 FILM NUMBER: 99654122 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 11-K 1 - -------------------------------------------------------------- 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, 1998 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 - ------------------------------ Audited Financial Statements - ---------------------------- Statement of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statement of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1998 and 1997 3 Notes to Financial Statements 4 - 11 Supplemental Schedules - ---------------------- Schedule of Assets Held for Investment Purposes 12 Schedule of Reportable Transactions 13 - 14 Signature 15 - --------- 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 statement of net assets available for benefits of the Chiquita Savings and Investment Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the years then ended. 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, 1998 and 1997, and the changes in net assets available for benefits for the years then ended, 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, 1998 and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. 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 18, 1999 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 1998 1997 ------------ ----------- Investments, at fair value: Chiquita Brands International, Inc. common stock, $.01 par value $14,544,249 $22,267,539 Putnam S&P 500 Index Fund 14,044,922 -- Putnam New Opportunities Fund 11,985,494 -- Putnam Stable Value Fund 6,062,770 -- Putnam Asset Allocation: Balanced Portfolio 2,358,152 -- Putnam Income Fund 1,383,052 -- Putnam International Growth Fund 314,127 -- Putnam Voyager Fund 297,392 -- The Putnam Fund for Growth and Income 292,352 -- Franklin Templeton Small Cap Growth Fund 214,582 -- Putnam Asset Allocation: Conservative Portfolio 153,623 -- Putnam Asset Allocation: Growth Portfolio 82,024 -- Kaufmann Fund -- 12,030,897 Vanguard Index Trust 500 Portfolio Fund -- 10,002,703 Morley Stable Value Fund -- 5,940,284 Fidelity Puritan Fund -- 1,620,791 Invesco Select Income Fund -- 1,467,484 Participant loans receivable 887,594 882,576 Star Bank Money Fund Plus -- 9,007 ----------- ----------- Total investments 52,620,333 54,221,281 Cash -- 143,740 Contributions receivable: Participant 36,548 173,091 Company 1,853,025 53,722 Accrued investment income -- 57,423 ----------- ----------- Net assets available for benefits $ 54,509,906 $ 54,649,257 ============ ============
See accompanying notes to financial statements. 2 CHIQUITA SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------- 1998 1997 ----------- ---------- Investment income: Dividends $ 1,369,741 $ 992,453 Interest 84,482 74,663 Net appreciation (depreciation) in fair value of assets (3,971,486) 8,474,728 Contributions: Participant 3,083,608 2,926,321 Company (net of forfeitures of $146,955 in 1998 and $87,039 in 1997) 3,032,278 3,023,985 Rollovers 41,657 117,764 ----------- ---------- 3,640,280 15,609,914 Less: Distributions to participants (3,779,631) (4,413,603) ----------- ----------- Increase (decrease) in net assets available for benefits (139,351) 11,196,311 Net assets available for benefits: Beginning of the year 54,649,257 43,452,946 ----------- ----------- End of the year $ 54,509,906 $ 54,649,257 =========== ===========
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 Summary Plan Description 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 participating subsidiaries who have completed two months of service and have attained the age of 21. Although it is anticipated that the Plan will continue indefinitely, the Board of Directors of the Company can amend, suspend or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, active participants will become 100% vested in their accounts. Effective October 1, 1998, the Plan changed its trustee from Star Bank Trust Financial Services to Putnam Investments (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:
Account Description of Account ----------------------- --------------------------- Employee accounts: Employee Before-Tax Reflect all before-tax, Contributions after-tax and rollover Employee After-Tax contributions, and the Contributions income, losses, withdrawals Rollover Contributions and distributions attributable to such contributions. Company accounts: Matching Contributions Reflect participant's share Profit Sharing Contributions of Company contributions, Non-elective Contributions profit-sharing contribu- tions of certain merged plans, and an amount equal to participant's unspent employee credits contributed from the Company's separate welfare benefits plans, and the income, losses, withdrawals and distributions 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." The Company Matching Contributions 4 Account also has two sub-accounts - the "Company Restricted Contributions Account" and the "Company Non-restricted Contributions Account." Contributions to the restricted accounts are allocated to the Chiquita Common Stock Fund and cannot be directed to other investment funds for a certain period of time (see "Participant Contributions" and "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 ($10,000 for 1998 and $9,500 for 1997) as specified by the Code in Internal Revenue Service ("IRS") notices. Participant contributions, except for Eligible Participant Contributions to the Chiquita Common Stock Fund (see "Investment Options"), are allocated to the Participant Non-restricted Contributions Account. Eligible Participant Contributions to the Chiquita Common Stock Fund are placed in the Participant Restricted Contributions Account. These restricted 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. 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 - --------------------- The Company makes a Basic Matching Contribution and may make a Discretionary Matching Contribution and a Stock Incentive Matching Contribution, as described below. These 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 Common Stock Fund. Basic Matching Contributions 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 1998 and 1997. Discretionary Matching Contributions 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% of Eligible Participant Contributions in 1998 and 1997. 5 Stock Incentive Matching Contributions The Company may contribute an additional matching contribution for Eligible Participant Contributions invested in the Chiquita Common Stock Fund. The Stock Incentive Matching Contribution was 40% in 1998 and 1997. The amount of the Stock Incentive Match is reviewed each year. Participants are notified at the beginning of the next Plan year if the amount of the Stock Incentive Match changes. All Company contributions during 1998 and 1997 were made with shares of Chiquita Brands International, Inc. common stock and were allocated to the Company Restricted Contributions Account within the Chiquita Common Stock Fund. Amounts allocated to the Company Restricted Contributions Account are transferred to the Company Non-restricted Contributions Account on the second anniversary of the first day of the Plan year in which the contributions were made. At December 31, 1998 and 1997, the accumulated balance in the restricted accounts was $3,937,186 and $6,256,489, respectively. 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 1998 and 1997) or 25% of the participant's compensation for that calendar year. Investment Options - ------------------ Beginning October 1, 1998, participants in the Plan could invest their contributions in one or more of the following investment funds: 1. Chiquita Common Stock Fund - invests in Chiquita Brands International, Inc. common stock, $.01 par value. 2. Franklin Templeton Small Cap Growth Fund - invests primarily in equity securities of small capitalization growth companies with the objective of long-term capital growth. 3. Putnam Asset Allocation: Balanced Portfolio - invests in equity securities and fixed income securities, seeking growth with some income. 4. Putnam Asset Allocation: Conservative Portfolio - invests in equity securities and fixed income securities, seeking total return consistent with preservation of capital. 5. Putnam Asset Allocation: Growth Portfolio - invests in equity securities and fixed income securities, seeking capital appreciation. 6. Putnam Income Fund - seeks high current income through investments in debt securities, including both government and corporate obligations, preferred stocks and dividend-paying common stocks. 7. Putnam International Growth Fund - seeks to provide capital appreciation by investing primarily in equity securities of companies located outside the United States. 8. Putnam New Opportunities Fund - seeks long-term capital appreciation by investing principally in common stocks of companies in sectors of the economy which Putnam Investment believes possess above-average long-term growth potential. 6 9. Putnam S&P 500 Index Fund - a collective investment trust that invests primarily in publicly traded common stocks to achieve a return, before the assessment of any fees, that closely approximates the return of the Standard and Poor's 500 Composite Stock Price Index. 10. Putnam Stable Value Fund - seeks to preserve principal and achieve high current income through a diversified portfolio of high-quality investment contracts. 11. Putnam Voyager Fund - seeks capital appreciation by investing primarily in common stocks of companies that Putnam Investments believes have potential for capital appreciation which is significantly greater than that of the market averages. 12. The Putnam Fund for Growth and Income - seeks capital growth and current income by investing in common stocks that offer potential for capital growth, current income or both. Prior to October 1, 1998, Plan participants could invest their contributions in the Chiquita Common Stock Fund or any of the following 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. 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 and Poor's 500 Composite Stock Price Index. 3. Kaufmann Fund - seeks capital appreciation through investment in common stocks, convertible preferred stocks and bonds. 4. 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. 5. Fidelity Puritan Fund - invests in a diversified portfolio of debt and equity securities. Participants may change the investment allocation of accumulated account balances daily. A participant's future contribution deferral amount and investment allocation may be changed with each pay period. The Plan Administrative Committee (the "Plan Administrator") may change any of the investment funds offered to participants at its discretion. Vesting - ------- Participants are fully vested in their Employee Accounts. Company contributions and the related earnings with respect to each Plan year 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. 7 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 Chiquita Common Stock from the Chiquita Common 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 - ------------------------------- Basis of Accounting - ------------------- The accompanying financial statements of the Plan have been prepared on the accrual basis. Use of Estimates - ---------------- The financial statements have been prepared in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Valuation of Investments - ------------------------ Chiquita Common Stock is valued at the last sales price reported on the New York Stock Exchange on the day of valuation. Units of participation in common/collective trusts (Putnam Stable Value Fund and Putnam S&P 500 Index Fund) are valued at redemption value. The shares of registered investment companies (the remainder of the Putnam Funds) are valued at quoted market prices which represent the net asset values of shares held by the Plan. Loans to participants are valued at cost, which approximates fair value. 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. Transactions with Parties-in-Interest - ------------------------------------- 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. The Plan invests in shares of common stock of the Company and in certain funds sponsored by the Trustee. 8 TAXES - ----- The Plan has received determination letters from the Internal Revenue Service dated November 11, 1996 and March 3, 1998 ruling that the Plan, as amended, has maintained its qualified status under section 401(a) of the Code and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company is not aware of any course of action or series of events that has occurred that might adversely affect the Plan's qualified status or the related trust's tax-exempt status. YEAR 2000 (unaudited) - -------------------- The Company has addressed the inability of computer and micro-processor systems to distinguish between the year 1900 and the year 2000. The modification or replacement of the Company's internal systems supporting the Plan has been substantially completed. The cost associated with upgrading the internal systems has been incurred by the Company, not the Plan. Plan management has obtained written certification from the Trustee that they will be year 2000 compliant on a timely basis. However, due to the widespread uncertainties inherent in the year 2000 problem, Plan management is unable to determine at this time whether the consequences of year 2000 failures, if any, will have a material impact on the Plan financial statements. 9 SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND - ---------------------------------------------------- DECEMBER 31, 1997
Morley Vanguard Chiquita Stable Index Trust Common Value 500 Portfolio Kaufmann Stock Fund Fund Fund Fund ---------- ---------- ------------- ------------ Investments: Chiquita common stock $22,267,539 Shares of registered investment companies $10,002,703 $12,030,897 Common/Collective trusts $5,940,284 Participant loans receivable Short-term money market fund 9,007 Cash 143,740 Contributions receivable: Participant 48,915 13,385 43,975 52,511 Company 53,722 Accrued investment income 774 56,649 ------------ ---------- ------------ ---------- Net assets available for benefits at December 31, 199 $22,523,697 $5,953,669 $10,103,327 $12,083,408 ============ =========== =========== ============ Invesco Fidelity Select Participant Puritan Income Loans 1997 Fund Fund Receivable Total ------------- ------------ ------------- ------------- Investments: Chiquita common stock $22,267,539 Shares of registered investment companies $1,620,791 $1,467,484 25,121,875 Common/Collective trusts 5,940,284 Participant loans receivable $882,576 882,576 Short-term money market fund 9,007 Cash 143,740 Contributions receivable: Participant 10,853 3,452 173,091 Company 53,722 Accrued investment income 57,423 ------------- ----------- ------------- ------------- Net assets available for benefits at December 31, 1997 $1,631,644 $1,470,936 $882,576 $54,649,257 ============= ============ ============ ============= DECEMBER 31, 1998 Chiquita Putnam Putnam New Putnam Common S&P 500 Opportunities Stable Value Stock Fund Fund Fund Fund ------------ ----------- -------------- ------------ Investments: Chiquita common stock $14,544,249 Shares of registered investment companies $11,985,494 Common/Collective trusts $14,044,922 $6,062,770 Participant loans receivable Contributions receivable: Participant 10,987 10,556 10,309 1,089 Company 1,853,025 ------------ ------------ ------------ ----------- Net assets available for benefits at December 31, 1998 $16,408,261 $14,055,478 $11,995,803 $6,063,859 =========== ============ ============ =========== Putnam Putnam Asset Alloc.: Putnam International Putnam Balanced Income Growth Voyager Portfolio Fund Fund Fund ------------- ------------ ------------- ----------- Investments: Chiquita common stock Shares of registered investment companies $2,358,152 $1,383,052 $314,127 $297,392 Common/Collective trusts Participant loans receivable Contributions receivable: Participant 1,396 403 402 322 Company ---------- ---------- ----------- --------- Net assets available for benefits at December 31, 1998 $2,359,548 $1,383,455 $314,529 $297,714 ========== =========== =========== ========= Putnam Fund Franklin Putnam Putnam for Growth Templeton Asset Alloc.: Asset Alloc.: and Small Cap Conservative Growth Income Growth Fund Portfolio Portfolio ------------ ------------ ------------- -------------- Investments: Chiquita common stock Shares of registered investment companies $292,352 $214,582 $153,623 $82,024 Common/Collective trusts Participant loans receivable Contributions receivable: Participant 822 229 33 Company --------- ---------- ----------- ----------- Net assets available for benefits at December 31, 1998 $293,174 $214,811 $153,623 $82,057 ========== ========== =========== =========== Participant Loans 1998 Receivable Total ----------- ----------- Investments: Chiquita common stock $14,544,249 Shares of registered investment companies 17,080,798 Common/Collective trusts 20,107,692 Participant loans receivable $887,594 887,594 Contributions receivable: Participant 36,548 Company 1,853,025 ----------- ----------- Net assets available for benefits at December 31, 1998 $887,594 $ 54,509,906 =========== ============
10 SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND FOR YEARS ENDED DECEMBER 31, 1998 AND 1997 - ---------------------------------------------------------------
Morley Vanguard Chiquita Stable Index Trust Common Value 500 Portfolio Kaufmann Stock Fund Fund Fund Fund ------------ ----------- ------------- ------------ 1997 - ---- Net assets available for benefits at December 31, 1996 $18,739,799 $5,729,377 $6,479,550 $10,212,790 Investment income: Dividends 269,439 143,329 365,895 Interest Net appreciation in fair value of investments 5,009,864 328,141 2,087,523 937,167 Contributions: Participant 897,881 225,166 669,631 935,322 Company, net 3,023,985 Rollovers 13,936 7,462 14,368 66,272 Distributions to participants (1,962,880) (717,871) (699,146) (822,183) Transfer (to) from other funds (3,468,327) 381,394 1,408,072 388,145 ---------- ---------- ---------- ---------- Net assets available for benefits at December 31, 1997 22,523,697 5,953,669 10,103,327 12,083,408 Invesco Fidelity Select Participant Puritan Income Loans 1997 Fund Fund Receivable Total ---------- ---------- ------------ ------------ 1997 - ---- Net assets available for benefits at December 31, 1996 $544,479 $924,623 $822,328 $43,452,946 Investment income: Dividends 107,215 106,575 992,453 Interest 74,663 74,663 Net appreciation in fair value of investments 93,097 18,936 8,474,728 Contributions: Participant 127,883 70,438 2,926,321 Company, net 3,023,985 Rollovers 7,683 8,043 117,764 Distributions to participants (22,354) (132,789) (56,380) (4,413,603) Transfer (to) from other funds 773,641 475,110 41,965 0 --------- ----------- ---------- ---------- Net assets available for benefits at December 31, 1997 1,631,644 1,470,936 882,576 $54,649,257 ============ Morley Vanguard Chiquita Stable Index Trust Common Value 500 Portfolio Kaufmann Stock Fund Fund Fund Fund ---------- ------------ ------------- ----------- 1998 - ---- Investment income: Dividends 277,866 226,830 Interest Net appreciation (depreciation) in fair value of investments (9,407,662) 235,120 381,877 (1,499,788) Contributions: Participant 909,077 164,027 602,049 687,591 Company, net 3,032,278 Rollovers 4,883 15,186 8,636 Distributions to participants (1,332,341) (531,973) (876,699) (742,946) Transfer (to) from other funds 400,463 (5,820,843) (10,452,570) (10,536,901) ----------- ----------- ---------- ----------- Net assets available for benefits at December 31, 1998 $16,408,261 $0 $0 $0 =========== =========== =========== ========== Invesco Fidelity Select Participant Puritan Income Loans Fund Fund Receivable ----------- ----------- ----------- 1998 - ---- Investment income: Dividends 195,396 68,013 Interest 84,482 Net appreciation (depreciation) in fair value of investments (154,797) 17,845 Contributions: Participant 135,577 59,206 Company, net Rollovers 12,672 280 Distributions to participants (135,769) (39,295) (23,822) Transfer (to) from other funds (1,684,723) (1,576,985) (55,642) ----------- ----------- ----------- Net assets available for benefits at December 31, 1998 $0 $0 $887,594 =========== =========== ========== Putnam Putnam Putnam New Putnam Asset Alloc.: S&P 500 Opportunities Stable Value Balanced Fund Fund Fund Portfolio --------- ------------- ------------ ------------- 1998 - ---- Net assets available for benefits at December 31, 1997 $0 $0 $0 $0 Investment income: Dividend 1,829 378,680 91,304 46,705 Interest Net appreciation (depreciation) in fair value of investments 2,818,060 3,317,310 320,802 Contributions: Participant 208,016 188,286 48,982 46,226 Company, net Rollovers Distributions to participants (37,337) (30,615) (28,518) (215) Transfer (to) from other funds 11,064,910 8,142,142 5,952,091 1,946,030 ----------- ------------ ----------- ----------- Net assets available for benefits at December 31, 1998 $14,055,478 $11,995,803 $6,063,859 $2,359,548 =========== ============ =========== =========== Putnam Putnam Fund Putnam International Putnam for Growth Income Growth Voyager and Fund Fund Fund Income ----------- ------------- ----------- ----------- 1998 - ---- Net assets available for benefits at December 31, 1997 $0 $0 $0 $0 Investment income: Dividends 29,862 6,253 17,233 20,390 Interest Net appreciation (depreciation) in fair value of investments (28,349) 8,774 12,920 (12,860) Contributions: Participant 16,905 2,620 4,569 4,514 Company, net Rollovers Distributions to participants (101) Transfer (to) from other funds 1,365,138 296,882 262,992 281,130 ----------- ---------- ---------- --------- Net assets available for benefits at December 31, 1998 1,383,455 $314,529 $297,714 $293,174 =========== =========== ========== ========== Franklin Putnam Putnam Templeton Asset Alloc.: Asset Alloc.: Small Cap Conservative Growth 1998 1998 Growth Fund Portfolio Portfolio Total - ---- ----------- ------------- ------------- ----------- Net assets available for benefits at December 31, 1997 $0 $0 $0 $54,649,257 Investment income: Dividends 3,233 4,018 2,129 1,369,741 Interest 84,482 Net appreciation (depreciation) in fair value of investment 12,908 1,863 4,491 (3,971,486) Contributions: Participant 2,577 862 2,524 3,083,608 Company, net 3,032,278 Rollovers 41,657 Distributions to participants (3,779,631) Transfer (to) from other funds 196,093 146,880 72,913 0 --------- ----------- ----------- ----------- Net assets available for benefits at December 31, 1998 $214,811 $153,623 $82,057 $54,509,906 ========== =========== =========== ===========
11 CHIQUITA SAVINGS AND INVESTMENT PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES** DECEMBER 31, 1998 EIN No. 04-1923360, Plan No. 003
Number of Shares or Identity of Issue/ Rate of Interest and Current Description of Asset Maturity Date Cost Value - ---------------------- -------------------- ------------- ---------- * Chiquita Brands International, Inc. common stock, $.01 par value 1,520,967 shares $22,539,788 $14,544,249 * Putnam S&P 500 Index Fund 485,479 units 11,304,945 14,044,922 * Putnam New Opportunities Fund 205,126 shares 8,832,635 11,985,494 * Putnam Stable Value Fund 6,062,770 units 6,062,770 6,062,770 * Putnam Asset Allocation: Balanced Portfolio 196,349 shares 2,061,832 2,358,152 * Putnam Income Fund 199,863 shares 1,408,892 1,383,052 * Putnam International Growth Fund 16,335 shares 305,353 314,127 * Putnam Voyager Fund 13,567 shares 284,582 297,392 * The Putnam Fund for Growth and Income 14,268 shares 302,359 292,352 Franklin Templeton Small Cap Growth Fund 9,507 shares 201,100 214,582 * Putnam Asset Allocation: Conservative Portfolio 14,800 shares 151,757 153,623 * Putnam Asset Allocation: Growth Portfolio 6,018 shares 77,533 82,024 Participant loans Interest rates range receivable from 7.0% to 10.0%; maturities range from 1 to 10 years -- 887,594 ----------- ----------- $53,533,546 $52,620,333 =========== ===========
* Denotes party-in-interest ** This schedule includes those assets required to be reported under Department of Labor regulations and Form 5500 Item 27(a). 12 CHIQUITA SAVINGS AND INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 EIN No. 04-1923360, Plan No. 003 (Continued on Page 14)
Current Value of Proceeds Asset on Description of Purchase from Cost of Transaction Net Investments Price Sales Assets Date Gain (Loss) - -------------- --------- ---------- ---------- ------------ ---------- Category 1 (individual transactions): - ---------------------- Morley Stable $5,814,238 $5,388,525 $5,814,238 $425,713 Value Fund Vanguard Index Trust 11,250,626 7,972,659 11,250,626 3,277,967 500 Portfolio Fund Kaufmann Fund 8,880,198 8,869,794 8,880,198 10,404 Putnam New $8,880,212 8,880,212 Opportunities Fund Putnam Stable 4,360,679 4,360,679 Value Fund Putnam S&P 11,250,631 11,250,631 500 Index Fund Star Treasury 8,880,198 8,880,198 Fund 11,250,626 11,250,626 5,817,203 5,817,203 8,880,198 8,880,198 8,880,198 -- 11,250,657 11,250,657 11,250,657 -- 5,814,238 5,814,238 5,814,238 -- Category 3 (series of securities transactions): - ------------------------- Morley Stable 616,131 616,131 Value Fund 6,769,518 6,288,052 6,769,518 481,466 Vanguard Index 3,027,547 3,027,547 Trust 500 13,543,675 9,399,129 13,543,675 4,144,546 Portfolio Fund Kaufmann Fund 1,268,775 1,268,775 11,800,531 11,401,941 11,800,531 398,590 Star Treasury 47,938,471 47,938,471 Fund 47,938,471 47,938,471 47,938,471 -- Chiquita Common 2,733,993 2,733,993 Stock Fund 1,715,084 2,078,572 1,715,084 (363,488) Fidelity 1,101,380 1,101,380 Puritan Fund 2,714,904 2,639,763 2,714,904 75,141 Putnam New 9,496,914 9,496,914 Opportunities 828,720 664,279 828,720 164,441 Fund
13 CHIQUITA SAVINGS AND INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 EIN No. 04-1923360, Plan No. 003
Current Value of Proceeds Asset on Description of Purchase from Cost of Transaction Net Investments Price Sales Assets Date Gain (Loss) - -------------- --------- --------- --------- ----------- ----------- Category 3 (series of securities transactions): - --------------------- Putnam Stable $6,257,161 $6,257,161 Value Fund $194,391 $194,391 194,391 -- Putnam S&P 500 11,755,298 11,755,298 Index Fund 528,441 450,353 528,441 $78,088
There were no category 2 or 4 transactions. 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, 1998 as required by Department of Labor regulations and Form 5500 Item 27(d). 14 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 28, 1999 By: /s/ John Powers ----------------------------- John Powers, Secretary of the Plan Administrative Committee 15 EX-1 2 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, 33-56572 and 333-39671) pertaining to the Chiquita Savings and Investment Plan and in the related Prospectus of our report dated June 18, 1999, 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, 1998. /s/ ERNST & YOUNG LLP Cincinnati, Ohio June 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----