-----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, R26+iXX9pm7PWCZargIW2+2QsSBPRciDC3TFhAwVRvK58f/1rvVSyJ6anm50LAcK x7PRGQy01McqmBjbaJkPMA== 0000950152-96-000016.txt : 19960328 0000950152-96-000016.hdr.sgml : 19960328 ACCESSION NUMBER: 0000950152-96-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951220 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960104 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 96501093 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 8-K 1 CHIQUITA BRANDS 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 20, 1995 CHIQUITA BRANDS INTERNATIONAL, INC. ---------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 1-1550 04-1923360 ---------------- ------------- ------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 250 East Fifth Street, Cincinnati, Ohio 45202 -------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (513) 784-8011 2 INFORMATION TO BE INCLUDED IN THE REPORT Items 1, 3, 4, 5, 6 and 8 are not applicable and are omitted from this Report. Item 2. Acquisition or Disposition of Assets. On December 20, 1995, the Company completed the sale of its Meat Division to Smithfield Foods, Inc. ("Smithfield"). The Company sold all of the outstanding common stock of its wholly owned subsidiary, John Morrell & Co. ("Morrell"), which comprised the Meat Division, to Smithfield for a price of $58 million, which was determined in arms length negotiation with Smithfield. In connection with the transaction, Morrell retained all of the liabilities of the Meat Division. The purchase price consisted of $25 million in cash and a number of shares of Smithfield common stock having a value of $33 million, based on $30.157 per share, which represents the average trading price of Smithfield common stock for the 30 trading days prior to the second day prior to the closing. On December 20, 1995 the closing price for Smithfield common stock was $31.75 per share. As a result of the sale, the Company owns 1,094,273 shares (approximately 6.2%) of Smithfield's outstanding common stock. Morrell is engaged in the processing and marketing primarily of fresh pork and processed meat products and operates pork slaughtering and/or processing plants in Sioux Falls, South Dakota, Sioux City, Iowa, Great Bend, Kansas and other facilities in Cincinnati, Ohio and Chicago, Illinois. Reference is made to the condensed consolidated pro forma financial statements included in Item 7(b), the Stock Purchase Agreement dated December 20, 1995 between Smithfield and the Company, attached as Exhibit 7(c)2.1, and the Company's December 21, 1995 News Release reporting the sale, attached as Exhibit 7(c)99.1. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Chiquita Brands International, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) The following unaudited pro forma condensed consolidated statements of income reflect the Company's continuing results of operations after giving effect to the deconsolidation of the Meat Division's results of operations. The following unaudited pro forma condensed consolidated balance sheet assumes the sale occurred on September 30, 1995. 3 CHIQUITA BRANDS INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Nine Months Ended September 30, 1995 (In thousands, except per share amounts)
Pro Forma As Reported Adjustments Pro Forma ----------- ----------- --------- Net sales $3,064,962 $(1,094,169) $1,970,793 ---------- ---------- ---------- Operating expenses Cost of sales 2,494,521 (1,013,306) 1,481,215 Selling, general and administrative expenses 314,140 (70,351) 243,789 Depreciation 80,249 (6,185) 74,064 ---------- ---------- ---------- 2,888,910 (1,089,842) 1,799,068 ---------- ---------- ---------- Operating income 176,052 (4,327) 171,725 Interest income 22,694 (307) 22,387 Interest expense (125,101) 1,308 (123,793) Other income, net 1,022 (25) 997 ---------- ---------- ---------- Income before income taxes 74,667 (3,351) 71,316 Income taxes (13,900) -- (13,900) ---------- ---------- ---------- Income from continuing operations $ 60,767 $ (3,351) $ 57,416 ========== ========== ========== Weighted average number of common shares outstanding 53,585 53,585 Income from continuing operations per common share: - Primary $ 1.02 $ .96 - Fully diluted $ .99 $ .94
See Note to Pro Forma Condensed Consolidated Financial Statements 4 CHIQUITA BRANDS INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Year Ended December 31, 1994 (In thousands, except per share amounts)
Pro Forma As Reported Adjustment* Pro Forma ----------- ----------- --------- Net sales $3,961,720 $(1,455,894) $2,505,826 ----------- ----------- ---------- Operating expenses Cost of sales 3,293,341 (1,297,162) 1,996,179 Selling, general and administrative expenses 442,780 (111,282) 331,498 Depreciation 115,816 (8,852) 106,964 ----------- ----------- ---------- 3,851,937 (1,417,296) 2,434,641 ----------- ----------- ---------- Operating income 109,783 (38,598) 71,185 Interest income 22,967 (65) 22,902 Interest expense (169,521) 2,057 (167,464) Other income (expense), net 1,571 995 2,566 ----------- ----------- ---------- Loss before income taxes (35,200) (35,611) (70,811) Income taxes (13,500) -- (13,500) ----------- ----------- ---------- Loss from continuing operations $ (48,700) $ (35,611)* $ (84,311) =========== =========== ========== Weighted average number of common shares outstanding 52,033 52,033 Loss from continuing operations per common share: - Primary $ (1.07) $ (1.76) - Fully diluted $ (1.07) $ (1.76)
* Pro forma adjustments for 1994 include the elimination of a $10.2 million nonrecurring gain from the sale of the Meat Division's specialty meat operations. See Note to Pro Forma Condensed Consolidated Financial Statements 5 CHIQUITA BRANDS INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Year Ended December 31, 1993 (In thousands, except per share amounts)
Pro Forma As Reported Adjustments Pro Forma ----------- ----------- --------- Net sales $4,082,637 $(1,549,712) $2,532,925 ----------- ----------- ---------- Operating expenses Cost of sales 3,412,151 (1,418,599) 1,993,552 Selling, general and administrative expenses 448,685 (115,751) 332,934 Depreciation 111,598 (9,007) 102,591 ----------- ----------- ---------- 3,972,434 (1,543,357) 2,429,077 ----------- ----------- ---------- Operating income 110,203 (6,355) 103,848 Interest income 20,413 (36) 20,377 Interest expense (174,112) 4,323 (169,789) Other income (expense), net 4,415 2,068 6,483 ----------- ----------- ---------- Loss before income taxes (39,081) -- (39,081) Income taxes (12,000) -- (12,000) ----------- ----------- ---------- Loss from continuing operations $ (51,081) $ -- $ (51,081) =========== =========== ========== Weighted average number of common shares outstanding 51,427 51,427 Loss from continuing operations per common share: - Primary $ (.99) $ (.99) - Fully diluted $ (.99) $ (.99)
See Note to Pro Forma Condensed Consolidated Financial Statements 6 CHIQUITA BRANDS INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) Year Ended December 31, 1992 (In thousands, except per share amounts)
Pro Forma As Reported Adjustments Pro Forma ----------- ----------- --------- Net sales $4,468,046 $(1,744,796) $2,723,250 ----------- ----------- ---------- Operating expenses Cost of sales 3,948,429 (1,639,004) 2,309,425 Selling, general and administrative expenses 486,397 (117,722) 368,675 Depreciation 90,601 (10,163) 80,438 Restructuring and reorganization 96,400 (35,100) 61,300 ----------- ----------- ---------- 4,621,827 (1,801,989) 2,819,838 ----------- ----------- ---------- Operating loss (153,781) 57,193 (96,588) Interest income 43,356 (55) 43,301 Interest expense (160,285) 5,249 (155,036) Other income (expense), net (8,330) (55) (8,385) ----------- ----------- ---------- Loss before income taxes (279,040) 62,332 (216,708) Income taxes (5,000) -- (5,000) ----------- ----------- ---------- Loss from continuing operations $ (284,040) $ 62,332 $ (221,708) =========== =========== ========== Weighted average number of common shares outstanding 51,804 51,804 Loss from continuing operations per common share: - Primary $ (5.48) $ (4.28) - Fully diluted $ (5.48) $ (4.28)
See Note to Pro Forma Condensed Consolidated Financial Statements 7 CHIQUITA BRANDS INTERNATIONAL, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) September 30, 1995 (In thousands, except share amounts)
Pro Forma As Reported Adjustments Pro Forma ----------- ----------- --------- ASSETS Current Assets Cash and equivalents $ 223,675 $ 25,000 $ 248,675 Trade receivables, net 278,505 (67,736) 210,769 Other receivables, net 92,006 (6,043) 85,963 Inventories 366,311 (53,828) 312,483 Other current assets 34,568 (710) 33,858 ----------- ----------- --------- Total current assets 995,065 (103,317) 891,748 Restricted cash 69,530 -- 69,530 Property, plant and equipment, net 1,323,872 (55,567) 1,268,305 Investments and other assets 335,286 22,364 357,650 Intangibles, net 160,641 (5,932) 154,709 ----------- ----------- ----------- Total assets $2,884,394 $(142,452) $2,741,942 =========== =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes and loans payable $ 133,596 $ (19,215) $ 114,381 Long-term debt due within one year 66,460 (230) 66,230 Accounts payable 262,217 (41,106) 221,111 Accrued liabilities 171,959 (32,165) 139,794 ----------- ----------- ----------- Total current liabilities 634,232 (92,716) 541,516 Long-term debt of parent company 840,783 -- 840,783 Long-term debt of subsidiaries 479,523 (3,627) 475,896 Accrued pension and other employee benefits 119,334 (45,333) 74,001 Other liabilities 116,153 (776) 115,377 ----------- ----------- ----------- Total liabilities 2,190,025 (142,452) 2,047,573 ----------- ----------- ----------- Shareholders' equity Preferred and preference stock 138,369 -- 138,369 Capital stock, $.33 par value (53,807,078 shares) 17,936 -- 17,936 Other shareholders' equity 538,064 -- 538,064 ----------- ----------- ----------- Total shareholders' equity 694,369 0 694,369 ----------- ----------- ----------- Total liabilities and shareholders' equity $2,884,394 ($142,452) $2,741,942 =========== =========== ===========
See Note to Pro Forma Condensed Consolidated Financial Statements 8 CHIQUITA BRANDS INTERNATIONAL, INC. NOTE TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On December 20, 1995, the Company completed the sale of its Meat Division to Smithfield Foods, Inc. ("Smithfield") for a price of approximately $60 million, consisting of $25 million in cash and approximately 1.1 million shares of Smithfield common stock. The pro forma condensed consolidated financial statements have been adjusted to reflect 1) the deconsolidation of the Meat Division, which will be reported as a discontinued operation in the Company's consolidated financial statements, and 2) the receipt of proceeds from the sale. No adjustments have been reflected in the financial statements for the assumed use of proceeds as the Company has not determined how the proceeds will be utilized. 9 Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. 2.1 *Stock Purchase Agreement dated December 20, 1995 between 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. 99.1. News Release of the Company issued December 21, 1995. - - - --------------------------------------------- * Incorporated by reference. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 4, 1996 CHIQUITA BRANDS INTERNATIONAL, INC. By /s/ William A. Tsacalis ----------------------- William A. Tsacalis Vice President and Controller EX-7.C.99.1 2 CHIQUITA BRANDS EXHIBIT 7(C)99.1 1 Exhibit 7(c)99.1 CHIQUITA BRANDS INTERNATIONAL NEWS RELEASE CHIQUITA COMPLETES SALE OF MEAT DIVISION OPERATIONS CINCINNATI, OHIO, December 21, 1995 -- Chiquita Brands International, Inc. (NYSE: CQB) today announced the completion of the sale of its Meat Division to Smithfield Foods, Inc. (NASDAQ: SFDS). The selling price was $58 million, consisting of $25 million in cash and $33 million of Smithfield common stock. In addition, Smithfield Foods assumed all of the liabilities of the Meat Division. As a result of the sale, Chiquita owns approximately 1.1 million shares (6%) of Smithfield's outstanding common stock. The sale to Smithfield represents the final step in the divestiture of Chiquita's meat business. Accordingly, the Meat Division will be reported in Chiquita's 1995 annual results as a discontinued operation, the results of which will be excluded from Chiquita's continuing operations. Chiquita stated that the completed sale of the Meat Division, the recently announced sale of Grupo Numar's Costa Rican operations and other 1995 asset redeployments were part of its previously announced program to improve shareholder value through ongoing cost reduction in the Company's core business and divestiture of non-core operations. Chiquita is a leading international marketer, processor and producer of quality food products. FOR FURTHER INFORMATION, PLEASE CONTACT: Joseph W. Hagin (513) 784-8866 -----END PRIVACY-ENHANCED MESSAGE-----