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): February 28, 1994
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
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from
this Report.
Item 5. Other Events.
Reference is made to the Company's News Release issued
February 28, 1994, attached as Exhibit 7(c)1., relating to its
results for the year ended December 31, 1993 and News Release
issued March 2, 1994 attached as Exhibit 7(c)2., relating to the
sale by the Company's John Morrell & Co. subsidiary of its
Specialty Meat Group.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
1. News Release of the Company issued February 28,
1994.
2. News Release of the Company issued March 2, 1994.
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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: March 4, 1994 CHIQUITA BRANDS INTERNATIONAL, INC.
By /s/ William A. Tsacalis
William A. Tsacalis
Vice President and Controller
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Exhibit 7(c)1.
Chiquita Brands International News Release
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES 1993 RESULTS
CINCINNATI, OHIO, February 28, 1994 -- In line with its
January 28 announcement of expected 1993 results, Chiquita Brands
International, Inc. today reported a net loss for the year of $51
million, or $.99 per share. In 1992, Chiquita reported a net loss
of $284 million, or $5.48 per share (including restructuring and
reorganization charges of $61 million, or $1.18 per share, and a
loss from discontinued operations of $62 million, or $1.20 per
share).
For its 1993 fourth quarter, Chiquita reported a net loss of
$60 million, or $1.17 per share, compared to a net loss of $193
million, or $3.77 per share (including restructuring and
reorganization charges of $61 million, or $1.18 per share, and a
loss from discontinued operations of $41 million, or $.80 per
share) for the 1992 fourth quarter.
Operating income for 1993 was $104 million in contrast to an
operating loss for 1992 of $97 million including restructuring and
reorganization charges. Chiquita attributed the improvement to the
continuing benefits of its multi-year investment spending program
and the ongoing impact of its restructuring and cost reduction
efforts. The Company indicated that since imposition of a new
quota system on July 1, 1993 which in effect restricts the volume
of Latin American bananas imported into the European Community
("EC"), 1993 prices within the EC increased to a higher level than
in prior years. Chiquita also indicated that banana prices in
other worldwide markets during the same period of 1993 were lower
than in previous years, as displaced EC volume entered those
markets.
Keith E. Lindner, President and Chief Operating Officer
stated: "In 1993 Chiquita substantially reduced its losses through
significant cost reductions and began adjusting to the worldwide
impact of the new EC quota system. As we begin 1994, year-to-date
EC pricing is exceeding pre-quota early 1993 levels. Average price
levels for markets outside the EC in early 1994 are also exceeding
price levels for comparable pre-quota periods even though those
markets have continued to absorb displaced EC volume."
Chiquita recently received approximately $310 million from
public sales of senior notes and preferred stock. The Company is
proceeding with previously announced plans to redeem subordinated
debt and/or repay portions of its outstanding subsidiary debt with
the proceeds of these offerings. While net interest expense rose
to $149 million in 1993 from $112 million in 1992, these
refinancings will result in net interest savings for 1994 and
future years.
Chiquita is a leading international marketer, processor and
producer of quality food products.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Sandra W. Heimann (513) 784-8011
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CHIQUITA BRANDS INTERNATIONAL, INC.
SUMMARY OF CONSOLIDATED OPERATIONS
FOR THE QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1993 AND 1992
(In thousands, except for per share amounts)
Quarter Ended Twelve Months Ended
December 31, December 31,
1993 1992 1993 1992
<S> <C> <C> <C> <C>
Net sales $ 567,135 $ 620,961 $2,532,925 $2,723,250
Operating income (loss) (19,618) (125,298) 103,848 (96,588)
Loss from continuing
operations (60,416) (152,440) (51,081) (221,708)
Discontinued operations -- (40,977) -- (62,332)
Net loss $ (60,416) $(193,417) $ (51,081) $(284,040)
Fully diluted loss per
common share:
- Continuing operations $ (1.17) $ (2.97) $ (.99) $ (4.28)
- Discontinued operations -- (.80) -- (1.20)
- Net loss $ (1.17) $ (3.77) $ (.99) $ (5.48)
Weighted average number of
common shares and
equivalents outstanding 51,527 51,276 51,427 51,804
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Quarterly results are subject to significant seasonal variations and are not
necessarily indicative of the results of operations for a full fiscal year.
The operating loss for the quarter and twelve months ended December 31, 1992
includes restructuring and reorganization charges of $61.3 million.
Exhibit 7(c)2.
Chiquita Brands International News Release
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES SALE OF SPECIALTY MEAT GROUP
CINCINNATI, OHIO, March 2, 1994 - Chiquita Brands International, Inc.
announced that its wholly-owned subsidiary, John Morrell & Co., has sold
its Specialty Meat Group to SMG, Inc., a new company formed by Peter K.
Shea, the former President and Chief Executive Officer of Morrell, and
Chemical Venture Partners of New York. SMG acquired the Liguria, Mosey's
and Scott Petersen brands, and the exclusive licensing rights to the
Nathan's Famous trademark for packaged meat products sold to retail. Also
included in the sale are three manufacturing plants which produce these
branded products.
Chiquita is a leading international marketer, processor and producer of
quality food products.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Sandra W. Heimann (513) 784-8011
