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, 1993 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) 784-8011
<PAGE>
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.<PAGE>
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 28, 1994.
CHIQUITA BRANDS INTERNATIONAL, INC.
By /s/ William A. Tsacalis
William A. Tsacalis
Vice President and Controller
<PAGE>
CHIQUITA BRANDS INTERNATIONAL, INC.
Index of Exhibits
Exhibit
Number Description
*3-a The Company's Certificate of Incorporation
**3-b The Company's By-Laws, filed as Exhibit 3-b to Annual Report
on Form 10-K for the year ended December 31, 1992
4 Registrant has no outstanding debt issues exceeding 10% of
the assets of Registrant and consolidated subsidiaries. The
Registrant will furnish to the Securities and Exchange
Commission, upon request, copies of all agreements and
instruments defining the rights of security holders for debt
issues not exceeding 10% of the assets of Registrant and
consolidated subsidiaries.
*10-a Lease of Lands and Operating Contract between United Brands
Company, Chiriqui Land Company, Compania Procesadora de
Frutas and the Republic of Panama, dated January 8, 1976,
effective January 1, 1976
*10-b Agreement dated April 22, 1976 effective January 1, 1976
between Tela Railroad Company and the Government of Honduras
Executive Compensation Plans
**10-c 1986 Stock Option and Incentive Plan, filed as Exhibit A to
the definitive Proxy Statement in connection with the
Company's 1992 Annual Meeting of Shareholders
**10-d 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-e Deferred Compensation Plan, filed as Exhibit 10-e to Annual
Report on Form
10-K for the year ended December 31, 1992
*11 Computation of Earnings Per Common Share
*12 Computation of Ratio of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred Stock
Dividends
*13 Chiquita Brands International, Inc. 1993 Annual Report to
Shareholders (pages 6 through 23 and inside back cover)
*21 Subsidiaries of Registrant
*23 Consent of Independent Auditors
*24 Powers of Attorney
99(a) Annual Report on Form 11-K for the Chiquita Savings and
Investment Plan for 1993
99(b) Annual Report on Form 11-K for the John Morrell & Co.
Salaried Employees Incentive Savings Plan for 1993
* Previously filed with Securities and Exchange Commission.
** Incorporated by reference.
Exhibit 99(a)
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, 1993 Number 1-1550
CHIQUITA SAVINGS AND INVESTMENT PLAN
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
Page(s)
Report of Independent Auditors 1
Financial Statements
Statement of Plan Equity as of December 31,
1993 and 1992 2
Statement of Income and Changes in Plan
Equity for the Years Ended December 31,
1993, 1992 and 1991 3
Notes to Financial Statements 4 - 14
Supplemental Schedules
Assets Held for Investment at December 31, 1993 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1993 Schedule 2
Party-in-interest Transactions for the Year Ended
December 31, 1993 Schedule 3
Signature
Exhibit
Consent of Independent Auditors Exhibit 1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee of the
Chiquita Savings and Investment Plan
We have audited the accompanying statements of plan equity of the
Chiquita Savings and Investment Plan (the "Plan") as of December 31,
1993 and 1992, and the related statements of income and changes in
plan equity for each of the three years in the period ended December
31, 1993. 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 financial position of the Plan
at December 31, 1993 and 1992, and its income and changes in plan
equity for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment, reportable transactions and
party-in-interest transactions are presented for the purpose of
additional analysis and are not a required part of the basic
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.
The supplemental schedules have been subjected to the auditing
procedures applied in the audit 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
Cincinnati, Ohio
June 28, 1994<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF PLAN EQUITY
<TABLE>
<CAPTION>
December 31,
1993 1992
<S> <C> <C>
Investments, at fair value:
Chiquita Brands International, Inc.
capital stock $8,133,939 $8,373,806
Fidelity Magellan Fund 5,635,658 3,945,719
Chemical Bank - Temporary Investment Fund 4,362,392
3,851,394
Vanguard Index Trust 3,160,230 2,314,580
U.S. Treasury Notes 2,012,500 3,055,620
Chiquita Brands International, Inc.
11 7/8% subordinated debentures 647,900 623,100
Chiquita Brands International, Inc.
$1.32 Depositary Shares 355,640 438,827
Total investments 24,308,259 22,603,046
Contributions receivable:
Participant -- 251,769
Company 1,905,199 1,411,224
Loans to participants 669,640 676,322
Investment income receivable 50,455 52,901
26,933,553 24,995,262
Less: payable to participants for distributions (332,751)
(515,727)
Plan equity at end of year $26,600,802 $24,479,535
</TABLE>
See accompanying notes to financial statements.
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
Investment income:
Dividends $ 909,018 $ 885,177 $ 512,047
Interest 394,247 407,998 431,331
Net appreciation (depreciation)
in fair value of investments (2,818,904) (7,765,779) 3,069,493
Contributions:
Participant 3,004,248 3,115,217 2,584,040
Company:
Cash, net of forfeitures of
$109,649 in 1993, $118,269
in 1992 and $140,719 in 1991 1,483,851 1,195,767
1,190,152
Chiquita Brands International, Inc.
capital stock 1,624,916 2,383,504 974,208
Rollovers 225,030 470,836 608,740
Transfer of assets from merged plans -- 1,969,729 --
4,822,406 2,662,449 9,370,011
Less: distributions to participants (2,701,139) (2,205,263)
(2,026,874)
Net increase in plan equity 2,121,267 457,186 7,343,137
Plan equity:
Beginning of the year 24,479,535 24,022,349 16,679,212
End of the year $26,600,802 $24,479,535 $24,022,349
</TABLE>
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
domestic salaried employees of Chiquita Brands International, Inc. (the
"Company") and its subsidiaries (excluding John Morrell & Co.) who have
completed six months of service and have attained the age of 21. During
1992, the Banana Supply Co., Inc. Profit Sharing Plan (the "Banana Supply
Plan") and the Frupac International Corporation Cash-Op 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 that such action does not reduce accrued
benefits of any participant.
The assets of the Plan at December 31, 1993 are held by Chemical Bank
(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 five accounts under the Plan - an
"Employee Before-Tax Contribution Account," an "Employee After-Tax
Contribution Account," a "Rollover Contribution Account," a "Matching
Contribution Account" and, with respect to former participants of the
Banana Supply Plan, an "Employee Profit Sharing Contributions Account."
The participant's Employee Accounts reflect all employee before-tax,
after-tax and rollover contributions, Banana Supply Co., Inc. profit
sharing contributions, and the income, gains, losses, withdrawals,
distributions and expenses attributable to such contributions. The
Employee Before-Tax Contribution Account has two sub-accounts - the
"Participant Restricted Contribution Account" and the "Participant
Non-restricted Contribution 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 Contribution Account reflects the participant's share
of Company contributions and the income, gains, losses, withdrawals,
distributions and expenses attributable to such contributions. The
Matching Contribution Account has two sub-accounts - a "Restricted
Company Contribution Account" and a "Non-restricted Company Contribution
Account." (See "Company Contributions.")<PAGE>
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 anti-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
($8,994 for 1993, $8,728 for 1992 and $8,475 for 1991) as specified by
the Code in Internal Revenue Service ("IRS") notices.
Participant contributions, except for Eligible Participant
Contributions to the Chiquita Capital Stock Fund (see "Investment
Options"), are allocated to the Participant's Non-restricted Contribution
Account. Eligible Participant Contributions to the Chiquita Capital
Stock Fund are placed in the Participant Restricted Contribution Account.
Such contributions are transferred to the Participant's Non-restricted
Contribution Account on the third anniversary of the first day of the
Plan year in which the contributions were made.
The Plan also accepts rollover contributions ("Rollovers") from other
qualified plans or from individual retirement accounts. Rollovers are
credited to a participant's Rollover Contribution 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,
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 anti-discrimination standards of
the Code, are allocated to the Restricted Company Contribution Account
and invested in the Chiquita Capital Stock Fund.
Basic Matching Contributions For each Plan year, the Company makes
a Basic Matching Contribution equal to 50% (or such higher percentage
as the Plan Administrative Committee may in its discretion announce)
of Eligible Participant Contributions. Such contributions amounted
to 50% of Eligible Participant Contributions in each of 1993, 1992
and 1991.
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 65% in 1993, 70% in
1992 and 50% in 1991 of Eligible Participant Contributions.
Stock Incentive Matching Contributions The Company contributes an
additional matching contribution for Eligible Participant
Contributions invested in the Chiquita Capital Stock Fund. The Stock
Incentive Match was 40% in 1993, 50% in 1992 and 25% in 1991. 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 have been allocated to
the Restricted Company Contribution Account and invested in the Chiquita
Capital Stock Fund. Participants in the Plan for 10 years may direct up
to 25% of their Restricted Company Contribution Account into one or more
of the Plan's other investment funds, with the exception of the Chiquita
Depositary Share Fund (see "Investment Options"), 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 and employer matching contributions for any
calendar year cannot exceed the lesser of a fixed dollar amount ($30,000
for 1993, 1992 and 1991) or 25% of the participant's compensation for
that calendar year.
Investment Options
Participants in the Plan may invest their contributions in five
investment funds:
1. Safety of Principal Fund - designed to offer protection of principal
while providing a reasonable rate of current income. Contributions
to this fund are invested in top quality, short-term, fixed-income
securities including U.S. Treasury and agency obligations, guaranteed
investment contracts, bank investment contracts and certificates of
deposit.
2. Conservative Equity Fund - seeks long-term growth of capital and
income, as well as reasonable rates of current income by investing
in a portfolio of common stocks. Contributions to this fund are
currently invested in the Vanguard Index Trust.
3. Growth Equity Fund - invests in stocks of both well-known and
lesser-known companies with above average growth potential.
Contributions to this fund are currently invested in the Fidelity
Magellan Fund.
4. Chiquita Capital Stock Fund - invests in capital stock of the
Company.
5. Chiquita Fixed Income Fund - invests in debt securities of the
Company.
<PAGE>
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. The Depositary Shares convert back into capital stock in 1995 or
earlier at the Company's option. A total of 24,898 shares of capital
stock were exchanged for Depositary Shares by participants. Participants
are not permitted to contribute to the Chiquita Depositary Share Fund.
However, during the three months ended March 31, 1993, participants could
transfer funds between the other five investment funds and the Chiquita
Depositary Share Fund. Commencing with the quarterly dividend payable
September 17, 1993, the Company began paying the quarterly dividend of
$.33 per share on its Depositary Shares in the form of capital stock, as
permitted by the terms of the Depositary Shares. These shares of capital
stock are also maintained in the Chiquita Depositary Share Fund.
The Plan Administrative Committee (the "Plan Administrator") may
change the investment manager of any investment fund by liquidating the
assets of such investment fund managed by that investment manager and
re-investing such assets in an investment fund managed by a different
investment manager so long as such fund is within the established
investment guidelines.
At December 31, 1993 there were 1,093 participants in the Plan. The
number of participants in each of the respective funds is presented
below:
Safety of Principal Fund 616
Conservative Equity Fund 596
Growth Equity Fund 717
Chiquita Capital Stock Fund 1,047
Chiquita Fixed Income Fund 276
Chiquita Depositary Share Fund 47
Vesting
Participants are always fully vested in their Employee Accounts.
Generally, Company contributions and the related earnings with respect to
each Plan year become vested at a rate of 20% for each year of
participation in the Plan. A participant also becomes fully vested upon
completing five years of service. A participant also becomes fully
vested immediately at age 65 or as a result of retirement on or after
attaining age 65, death or disability.
The non-vested portions of a terminating participant's Company
Accounts are forfeited and used to reduce future Company contributions.
Distributions, Withdrawals and Loans
A participant's contributions, including all income and loss thereon,
may be withdrawn only in limited circumstances, as permitted by the Code.
<PAGE>
Upon termination of service, participants may apply to receive a
distribution of the vested portion of their Company Accounts in a
lump-sum amount or leave their account balance in the Plan until age 65.
Distributions consist of cash from the Safety of Principal, Conservative
Equity, Growth Equity and Fixed Income Funds and, at the discretion of
the participant, cash or Company stock from the Chiquita Capital Stock
and Chiquita Depositary Share Funds, respectively.
Participants may, with the approval of the Plan Administrator, borrow
amounts from their accounts subject to conditions and terms as set forth
by the Plan Administrator.
SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
The Company's stock and debt securities are valued at the last sales
price reported on the composite tape on the day of valuation. 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 the Company has no obligation to do so, certain administrative
services were provided and professional fees paid by the Company without
cost to the Plan.
TAXES
The Company has received from the IRS a determination that the Plan
constitutes a qualified plan under section 401 (a) of the Code, and that
its related Trust is exempt from taxes under section 501 (a) of the Code.
Pursuant to section 404 (a), 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 on investments within each fund.
Current tax law provides for special tax treatment, called 5-year
averaging, for distributions made after December 31, 1986 (10-year
averaging may still be available to participants who meet certain
transitional rule requirements) if the participant has participated in
the Plan for more than 5 years. A participant may also be able to "roll
over" a distribution to another employer's benefit plan or an IRA,
subject to the limitations as set forth by the IRS.
SUMMARY OF PLAN ASSETS AND LIABILITIES
BY INVESTMENT FUND
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Investments $ 5,880,063 $3,162,028 $5,638,339 $ 374,010
Contributions
receivable:
Company -- -- -- --
Loans to participants -- -- -- --
Investment income
receivable 37,184 -- -- --
Payable to participants
for distributions (107,676) (80,193) (44,310) (3,254)
Plan equity at
December 31, 1993 $ 5,809,571 $3,081,835 $ 5,594,029 $ 370,756
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
Investments $ 8,411,041 $ 762,522 $ 80,256 $24,308,259
Contributions
receivable:
Company 1,905,199 -- -- 1,905,199
Loans to participants -- -- 669,640 669,640
Investment income
receivable 707 12,564 -- 50,455
Payable to participants
for distributions (93,315) (4,003) -- (332,751)
Plan equity at
December 31, 1993 $10,223,632 $ 771,083 $ 749,896 $26,600,802
/TABLE
<PAGE>
SUMMARY OF PLAN ASSETS AND LIABILITIES
BY INVESTMENT FUND
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Investments $ 6,683,673 $22,339,569 $ 3,971,276 $ 438,827
Contributions
receivable:
Participant 28,599 40,304 49,395 --
Company -- -- -- --
Loans to participants -- -- -- --
Investment income
receivable 39,792 71 102 --
Payable to participants
for distributions (164,566) (131,953) (79,791) --
Accrued transfer (to)
from other funds (29,046) 4,354 (52,424) 5,964
Plan equity at
December 31, 1992 $ 6,558,452 $2,252,345 $ 3,888,558 $ 444,791
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
Investments $ 8,416,506 $ 681,069 $ 72,126 $22,603,046
Contributions
receivable:
Participant 120,988 12,483 -- 251,769
Company 1,411,224 -- -- 1,411,224
Loans to participants -- -- 676,322 676,322
Investment income
receivable 511 12,425 -- 52,901
Payable to participants
for distributions (118,969) (20,448) -- (515,727)
Accrued transfer (to)
from other funds 70,358 794 -- --
Plan equity at
December 31, 1992 $ 9,900,618 $ 686,323 $ 748,448 $24,479,535
/TABLE
<PAGE>
SUMMARY OF INCOME AND CHANGES IN PLAN
EQUITY BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Plan equity
December 31, 1990 $ 4,751,267 $11,174,117 $2,285,273 $ --
Investment income:
Dividends -- 50,236 311,012 --
Interest 350,951 1,637 4,546 --
Net appreciation
in fair value of
investments -- 321,973 647,028 --
Contributions:
Participant 661,472 252,127 445,442 --
Company, net -- -- -- --
Rollovers 264,006 83,375 84,091 --
Distributions to
participants (716,914) (124,391) (391,800) --
Transfer (to) from
other funds (196,183) (76,647) 127,601 --
Plan equity at
December 31, 1991 $ 5,114,599 $1,682,427 $3,513,193 $ --
</TABLE>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
Plan equity
December 31, 1990 $ 7,933,130 $ 277,033 $ 258,392 $16,679,212
Investment income:
Dividends 150,799 -- -- 512,047
Interest 6,650 35,186 32,361 431,331
Net appreciation
in fair value of
investments 2,068,426 32,066 -- 3,069,493
Contributions:
Participant 1,127,382 97,617 -- 2,584,040
Company, net 2,164,360 -- -- 2,164,360
Rollovers 172,984 4,284 -- 608,740
Distributions to
participants (740,769) (53,000) -- (2,026,874)
Transfer (to) from
other funds (200,822) 111,622 234,429 --
Plan equity at
December 31, 1991 $12,682,140 $ 504,808 $ 525,182 $24,022,349
SUMMARY OF INCOME AND CHANGES IN PLAN
EQUITY BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Investment income:
Dividends $ -- $ 65,345 $ 571,693 $ 5,964
Interest 290,584 1,180 1,641 --
Net appreciation
(depreciation)
in fair value of
investments 27,182 94,754 (318,345) (137,925)
Contributions:
Participant 562,047 385,936 582,408 --
Company, net -- -- -- --
Rollovers 56,514 125,758 169,161 --
Transfer of assets
from merged plans 1,622,818 100,952 82,407 --
Distributions to
participants (961,985) (411,428) (541,062) --
Transfer (to) from
other funds (153,307) 207,421 (172,538) 576,752
Plan equity at
December 31, 1992 $ 6,558,452 $2,252,345 $3,888,558 $ 444,791
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
Investment income:
Dividends $ 242,175 $ -- $ -- $ 885,177
Interest 10,707 57,549 46,337 407,998
Net appreciation
(depreciation)
in fair value of
investments (7,413,256) (18,189) -- (7,765,779)
Contributions:
Participant 1,455,523 129,303 -- 3,115,217
Company, net 3,579,271 -- -- 3,579,271
Rollovers 103,466 15,937 -- 470,836
Transfer of assets
from merged plans 157,292 6,260 -- 1,969,729
Distributions to
participants (185,263) (105,525) -- (2,205,263)
Transfer (to) from
other funds (731,437) 96,180 176,929 --
Plan equity at
December 31, 1992 $ 9,900,618 $ 686,323 $ 748,448 $24,479,535
/TABLE
<PAGE>
SUMMARY OF INCOME AND CHANGES IN PLAN
EQUITY BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Investment income:
Dividends $ -- $ 77,684 $ 514,295 $ 35,850
Interest 264,071 514 585 43
Net appreciation
(depreciation)
in fair value of
investments (43,121) 192,481 520,416 (100,094)
Contributions:
Participant 580,676 471,329 664,531 --
Company, net -- -- -- --
Rollovers 172,046 41,091 10,662 --
Distributions to
participants (735,235) (371,488) (719,300) (19,469)
Transfer (to) from
other funds (987,318) 417,879 714,282 9,635
Plan equity at
December 31, 1993 $ 5,809,571 $3,081,835 $5,594,029 $ 370,756
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
Investment income:
Dividends $ 281,189 $ -- $ -- $ 909,018
Interest 4,808 75,193 49,033 394,247
Net appreciation
(depreciation)
in fair value of
investments (3,413,386) 24,800 -- (2,818,904)
Contributions:
Participant 1,157,870 129,842 -- 3,004,248
Company, net 3,108,767 -- -- 3,108,767
Rollovers 1,231 -- -- 225,030
Distributions to
participants (768,315) (87,332) -- (2,701,139)
Transfer (to) from
other funds (49,150) (57,743) (47,585) --
Plan equity at
December 31, 1993 $10,223,632 $ 771,083 $ 749,896 $26,600,802
</TABLE> SCHEDULE 1
CHIQUITA SAVINGS AND INVESTMENT PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Current
Issue Description Cost Value
<S> <C> <C> <C>
* Chiquita Brands International,
Inc. capital stock 707,299 shares $13,706,963 $8,133,939
Fidelity Magellan Fund 79,544 shares 4,888,250 5,635,658
* Chemical Bank - Temporary
Investment Fund 3.119% at December 31, 1993 4,362,392 4,362,392
Vanguard Index Trust 72,102 shares 2,591,604 3,160,230
U.S. Treasury Note 5.75%, $2,000,000 principal amount,
due March 31, 1994 2,023,750 2,012,500
* Chiquita Brands International, 11 7/8%, $620,000 principal
Inc. subordinated debentures amount, redeemed on May 1, 1994 632,861
647,900
* Chiquita Brands International, Inc.
$1.32 Depositary Shares, each
representing one-fifth of a share of
Mandatorily Exchangeable Cumulative
Preference Stock, Series C 26,102 shares 586,517 355,640
$28,792,337 $24,308,259
* Denotes party-in-interest
</TABLE> SCHEDULE 2
CHIQUITA SAVINGS AND INVESTMENT PLAN
REPORTABLE TRANSACTIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
NUMBER OF PROCEEDS COST NET
DESCRIPTION OF TYPE OF SHARES PURCHASE FROM OF GAIN
INVESTMENTS TRANSACTION OR UNITS PRICE SALES ASSETS (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Chiquita Brands International, Purchase/In-kind 277,095 $4,007,024
Inc. capital stock Sale 55,234 $740,892 $1,131,638$(390,746)
Fidelity Magellan Fund Purchase 23,773 1,646,175
Sale 6,018 424,227 359,604 64,623
Chemical Bank - Temporary Purchase 7,206,503 7,206,503
Investment Fund Sale 6,695,505 6,695,505 6,695,505
(1) The items listed represent transactions or series of transactions which, in the aggregate, are
in excess
of five percent of Plan assets at the beginning of the Plan year.
/TABLE
<PAGE>
SCHEDULE 3
CHIQUITA SAVINGS AND INVESTMENT PLAN
PARTY-IN-INTEREST TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
This schedule has been omitted because there were no party-in-
interest transactions which are prohibited by the Employee
Retirement Income Security Act of 1974 (ERISA) Section 406 and for
which there is no statutory or administrative exemption.
<PAGE>
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 on its behalf by the
undersigned hereunto duly authorized.
CHIQUITA SAVINGS AND INVESTMENT PLAN
Date: June 28, 1994 By: /s/ John Powers
John Powers, Secretary of the
Plan Administrative Committee
<PAGE>
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 28,
1994, 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, 1993.
/s/ ERNST & YOUNG
Cincinnati, Ohio
June 28, 1994
Exhibit 99(b)
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 December 31, 1993
Commission file number 1-1550
John Morrell & Co. Salaried Employees Incentive Savings Plan
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202<PAGE>
CONTENTS
Page
Report of Independent Auditors 1
Financial Statements
Statements of Plan Equity at December 31, 1993 and 1992 2
Statements of Income and Changes in Plan Equity for the
Years Ended December 31, 1993, 1992, and 1991 3
Notes to Financial Statements 4
Supplemental Schedules
Assets Held for Investment at December 31, 1993 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1993 Schedule 2
Party-in-Interest Transactions for the Year
Ended December 31, 1993 Schedule 3
Signature
Exhibit
Consent of Independent Auditors Exhibit 1
Report of Independent Auditors
The Administrative Committee
John Morrell & Co. Salaried Employees Incentive Savings Plan
We have audited the accompanying statements of plan equity of the
John Morrell & Co. Salaried Employees Incentive Savings Plan (the
"Plan") as of December 31, 1993 and 1992, and the related
statements of income and changes in plan equity for each of the
three years in the period ended December 31, 1993. 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 financial position of the
Plan at December 31, 1993 and 1992, and its income and changes in
plan equity for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment, reportable transactions
and party-in-interest transactions are presented for the purpose of
additional analysis and are not a required part of the basic
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. The supplemental schedules have been subjected to the
auditing procedures applied in the audit 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
Cincinnati, Ohio
June 28, 1994<PAGE>
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF PLAN EQUITY
<TABLE>
<CAPTION>
December 31,
1993 1992
<S> <C> <C>
Investments:
Chiquita Brands International, Inc.:
Capital Stock $2,838,431 $3,240,228
Preferred Stock 98,702 127,653
Lincoln National Pension Insurance Company -- 1,213,011
Equity Fund of Chicago Title and Trust Company4,464,291 4,414,486
Capital Fund of Chicago Title and Trust Company1,929,739 1,913,974
Short Term Investment Fund for Employee Benefit
Plans of Chicago Title and Trust Company 5,938,163 3,270,941
Certificate of Deposit -- 750,000
Investments at fair value 15,269,326 14,930,293
Guaranteed investment contracts with life
insurance companies at contract value 4,000,000 4,500,000
Total investments 19,269,326 19,430,293
Cash -- 19,540
Due from broker for security sales 17,098 --
Participant contributions receivable 209,605 186,192
Loans to participants 1,339,613 1,507,252
Employer contributions receivable 53,809 28,803
Investment income receivable 354,872 341,867
21,244,323 21,513,947
Less:
Payable to participants for distributions (200,615) (360,715)
Due to brokers for security purchases (75) --
Accrued expenses (13,986) --
(214,676) (360,715)
Plan equity at end of year $21,029,647 $21,153,232
</TABLE>
See accompanying notes to financial statements.
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
Investment income:
Dividends $ 103,167 $ 96,643 $ 58,340
Interest 651,005 780,274 846,010
Net (depreciation)
appreciation in fair value of
investments (924,217) (2,375,641) 1,952,400
Contributions:
Participant 2,454,086 2,655,084 2,630,322
Employer 431,358 688,523 492,094
2,715,399 1,844,883 5,979,166
Less:
Distributions to participants (2,829,649) (1,642,958) (2,232,499)
Trustee and investment related fees (9,335) (10,770) (9,955)
Net (decrease) increase in plan equity(123,585) 191,155 3,736,712
Plan equity:
Beginning of the year 21,153,232 20,962,077 17,225,365
End of the year $21,029,647 $21,153,232 $20,962,077
</TABLE>
See accompanying notes to financial statements.
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
John Morrell & Co. is a wholly-owned subsidiary of Chiquita Brands
International, Inc. ("Chiquita").
The following description of the John Morrell & Co. Salaried
Employees Incentive Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan documents for
a more complete description of the Plan's provisions.
The Plan is a defined contribution plan established effective
January 1, 1985 to provide a means for tax deferred savings and
investment by eligible employees as additional security for
retirement. The Plan's investments are held in a trust fund (the
"Trust") by Chicago Title and Trust Company (the "Trustee") under
a discretionary trust agreement effective January 1, 1985.
Eligibility for participation -
All non-union salaried employees of John Morrell & Co. (the
"Employer") who have completed one year of service and have
attained the age of twenty-one are eligible to participate in the
Plan. At December 31, 1993, there were 954 employees participating
in the Plan.
Contributions -
The Plan is funded by participants' contributions and matching
contributions by the Employer. Participants contribute to the Plan
through payroll deduction, subject to certain maximum dollar
amounts, any whole percentage between one percent and twelve
percent of eligible compensation. The Plan limits the maximum
amount of a participant's contribution in any plan year to 12% of
compensation, subject to the anti-discrimination standards of the
Internal Revenue Code (the "Code"). A participant's taxable
compensation is reduced by the amount of the participant's
contributions which he elects to make. A participant's
contributions in any one year are also limited to a fixed dollar
maximum ($8,994, $8,728, and $8,475 for 1993, 1992 and 1991,
respectively) as specified by the Code. The amount a participant
contributes can be changed quarterly. Under the Code, the
participant's and Employer's annual contributions for all qualified
benefit plans for any calendar year cannot exceed the lesser of a
fixed dollar amount ($30,000 for 1993, 1992 and 1991) or 25% of the
participant's compensation for that calendar year.
<PAGE>
The Employer matches participants' contributions at an annual rate
set by the Board of Directors. The Employer's matching
contribution is subject to the anti-discrimination standards of the
Code. For 1993, 1992 and 1991, the Employer made a Basic Matching
contribution at a rate of 25% of eligible participant
contributions, up to the first four percent of each participant's
eligible compensation. In addition to the Basic Match, the
Employer contributes an additional amount into a Restricted
Contributions Account for that portion of participant contributions
which the participant elects to invest, for at least a three-year
period, in the Chiquita Capital Stock Fund (the "Stock Incentive
Match").
The Stock Incentive Match was 25% of the first six percent of
eligible participant contributions for 1993, 1992 and 1991. The
amount of the Stock Incentive Match is reviewed each year and
participants will be notified prior to the beginning of the next
Plan year of any change in the amount of the Stock Incentive Match.
Consequently, participant contributions in the Chiquita Capital
Stock Fund which qualified for the Stock Incentive Match must
remain in a restricted account until the third anniversary of the
first day of the plan year in which contributions were made, at
which time the participant may redirect such contributions to
nonrestricted accounts.
Participants in the Plan for 10 years may direct up to 25% of the
Restricted Contributions Account into one or more of the three
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.
Vesting -
Separate accounts are maintained for each participant to account
for participant, Employer matching and rollover contributions.
Subaccounts are maintained to account for participant restricted
and non-restricted contributions and Employer matching restricted
and non-restricted contributions. Each account and subaccount
includes the participant's share of investment income and net
appreciation or depreciation in fair value of assets, all of which
are allocated quarterly. Participants' accounts are at all times
fully vested and nonforfeitable.
Investment programs -
Investment programs available under the Plan are the Safety of
Principal, Conservative Stock, Aggressive Stock, Chiquita Capital
Stock and Chiquita Preferred Stock Funds. The Safety of Principal
Fund is invested in fixed income investments including guaranteed
investment contracts issued by insurance companies and other short-
term securities. Assets of the Conservative Stock Fund are
invested in the Equity Fund of Chicago Title and Trust Company
which invests in quality growth stocks intended to provide long-
term growth. The assets of the Aggressive Stock Fund are invested
in the Capital Fund of Chicago Title and Trust Company. This
fund's investments typically include more speculative equity
securities of smaller companies which are expected to achieve more
rapid growth. Assets of the Chiquita Capital Stock Fund are
invested by Chicago Title and Trust Company in capital stock of
Chiquita. Assets of the Chiquita Preferred Stock Fund are invested
by Chicago Title and Trust Company in preferred stock issued by
Chiquita. During 1992, Chiquita issued Mandatorily Exchangeable
Cumulative Preference Stock, Series C, represented by $1.32
Depositary Shares, in exchange for shares of its capital stock.
These Depositary Shares convert back into capital stock in 1995, or
earlier at Chiquita's option. As part of the exchange the Chiquita
Preferred Stock Fund was established under the Plan and 7,143
shares of capital stock were exchanged by participants for
Depositary Shares. Participants are not permitted to contribute to
the Chiquita Preferred Stock Fund. However, during the three
months ended March 31, 1993, participants could transfer funds from
the other four investment funds into the Chiquita Preferred Stock
Fund.
Participants specify the percentage (in multiples of 10 percent) of
their contributions that are to be directed to each of the
available investment funds. Investment decisions can be changed
quarterly for participant contributions in the Safety of Principal,
Conservative Stock, Aggressive Stock and Chiquita Capital Stock
Funds.
The number of participants in each of the respective funds at
December 31, 1993 is presented below:
Safety of Principal Fund 702
Conservative Stock Fund 512
Aggressive Stock Fund 443
Chiquita Capital Stock Fund 638
Chiquita Preferred Stock Fund 30
The total number of participants in the Plan was less than the sum
of the numbers shown above because of participation in more than
one of the funds. The numbers shown above include terminated
employees who have amounts remaining in their accounts.
Distributions and loans -
Participation in the Plan terminates upon death, retirement,
disability, or other termination of employment with the Employer;
such former participant or the designated beneficiary is to receive
as soon as practical a full distribution of the participant's
account balance as of the date of such termination. At termination
of employment, former employees can elect to leave their account
balance in the Plan until age 65.
Participants may withdraw all or any portion of their non-
restricted account balance after age 59 1/2, although participants
may, in a qualifying hardship, withdraw before that age.
Participants are also permitted to take loans against their non-
restricted account balance subject to conditions and terms as set
forth by the Plan Administrator.
Administration -
The Plan is currently administered by the Plan Administrative
Committee which is appointed by the Board of Directors of Chiquita.
The Trustee, who is appointed by the plan administrator, is
custodian of all assets of the Trust. During 1993 and 1992 the
Trustee managed all of the Plan's assets.
Plan termination -
The Employer presently expects that the Plan will continue without
interruption, but reserves the right to terminate the Plan at any
time. In the event the Plan terminates, each participant shall be
fully vested as to the value of his separate account.
2. Significant accounting policies
Investments -
The Plan's investments in the Short Term Investment Fund for
Employee Benefit Plans of Chicago Title and Trust Company are
carried at cost which approximates fair value. Guaranteed
investment contracts are carried at contract value which represents
amounts deposited. Other investments are carried at fair value as
determined by the Trustee. Purchases and sales of securities are
recorded on the trade dates.
Expenses of the Plan and Trust -
Substantially all of the expenses of the Plan and Trust and
administrative services provided by the Employer's personnel are
paid by the Employer; loan service charges are paid by participants
requesting the loans. The cost of administrative services provided
by the Employer has not been determined. In 1993, 1992 and 1991,
the Employer paid certain legal and accounting expenses for the
Plan.
Investment Income -
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis.
3. Taxes
The Company has received from the IRS a determination that the Plan
constitutes a qualified plan under section 401 (k) of the Code and
that, pursuant to section 404 (a), contributions made by the
Employer under the Plan are deductible for income tax purposes and
participant's contributions 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 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 on investments within each fund.
4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investments $ 9,822,272 $4,464,291 $1,929,739 $ 2,943,981
Due from broker for
security sales -- 17,098 -- --
Participant
contributions receivable 90,945 47,662 26,329 44,669
Loans to participants -- -- -- --
Employer contributions
receivable -- -- -- 53,809
Investment income
receivable 354,450 61 29 38
Payable to participants
for distributions 6,126 (129,289) (5,763) (61,230)
Due to broker for
security purchases -- -- (75) --
Accrued expenses (17,477) (17,363) (4) (175)
Inter-fund transfers 37,404 (131,822) 89,321 5,097
Plan equity at
December 31, 1993 $10,293,720 $4,250,638 $ 2,039,576 $ 2,986,189
Chiquita
Preferred Loans to
Stock Fund Participants Total
<S> <C> <C> <C>
Investments $ 109,043 $ -- $19,269,326
Due from broker for
security sales -- -- 17,098
Participant
contributions receivable -- -- 209,605
Loans to participants -- 1,339,613 1,339,613
Employer contributions
receivable -- -- 53,809
Investment income
receivable -- 294 354,872
Payable to participants
for distributions (10,459) -- (200,615)
Due to broker for
security purchases -- -- (75)
Accrued expenses -- 21,033 (13,986)
Inter-fund transfers -- -- --
Plan equity at
December 31, 1993 $ 98,584 $1,360,940 $21,029,647
/TABLE
<PAGE>
4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1992
<TABLE>
<CAPTION>
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
Investments $ 9,722,797 $4,414,486 $1,913,974 $ 3,251,139
Cash 133,777 (82,479) (17,802) (13,960)
Participant
contributions receivable 73,313 42,272 14,774 55,833
Loans to participants -- -- -- --
Employer contributions
receivable -- -- -- 28,803
Investment income
receivable 338,363 -- -- 3,717
Payable to participants
for distributions (217,497) (57,806) (36,518) (48,894)
Inter-fund transfers (60,371) 101,723 (46,254) (25,736)
Plan equity at
December 31, 1992 $ 9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902
Chiquita
Preferred Loans to
Stock Fund Participants Total
<S> <C> <C> <C>
Investments $ 127,897 $ -- $19,430,293
Cash 4 -- 19,540
Participant
contributions receivable -- -- 186,192
Loans to participants -- 1,507,252 1,507,252
Employer contributions
receivable -- -- 28,803
Investment income
receivable (213) -- 341,867
Payable to participants
for distributions -- -- (360,715)
Inter-fund transfers 30,638 -- --
Plan equity at
December 31, 1992 $ 158,326 $1,507,252 $21,153,232
/TABLE
<PAGE>
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Plan equity
December 31, 1990 $9,361,137 $3,001,677 $ 886,738 $ 2,864,870
Dividend income -- -- -- 58,340
Interest income 736,120 1,126 521 3,411
Net appreciation
in fair value of
investments -- 824,749 529,364 598,287
Contributions:
Participant 1,291,880 440,562 171,407 726,473
Employer -- -- -- 492,094
Distributions to
participants (1,046,761) (345,966) (197,836) (538,618)
Trustee and
investment
related fees (8,325) (1,320) (165) (145)
Transfer (to) from
other funds (482,257) (244,341) 204,242 459,345
Plan equity at
December 31, 1991 $9,851,794 $3,676,487 $ 1,594,271 $ 4,664,057
Chiquita
Preferred
Stock Loans to
Fund Participants Total
<S> <C> <C> <C>
Plan equity
December 31, 1990 $ -- $1,110,943 $17,225,365
Dividend income -- -- 58,340
Interest income -- 104,832 846,010
Net appreciation
in fair value of
investments -- -- 1,952,400
Contributions:
Participant -- -- 2,630,322
Employer -- -- 492,094
Distributions to
participants -- (103,318) (2,232,499)
Trustee and investment
related fees -- -- (9,955)
Transfer (to) from
other funds -- 63,011 --
Plan equity
December 31, 1991 $ -- $1,175,468 $20,962,077
/TABLE
<PAGE>
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Dividend income $ -- $ -- $ -- $ 94,928
Interest income 657,085 672 489 3,213
Net appreciation
(depreciation) in
fair value of
investments -- 266,684 148,999 (2,728,638)
Contributions:
Participant 1,160,654 464,568 242,642 787,220
Employer -- -- -- 688,523
Distributions to
participants (1,030,816) (288,637) (97,663) (182,635)
Trustee and investment
related fees (8,900) (1,450) (255) (165)
Transfer (to) from
other funds (639,435) 299,872 (60,309) 113,054
Share Exchange -- -- -- (188,655)
Plan equity at
December 31, 1992 $9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902
Chiquita
Preferred
Stock Loans to
Fund Participants Total
<S> <C> <C> <C>
Dividend income $ 1,715 $ -- $ 96,643
Interest income 4 118,811 780,274
Net appreciation
(depreciation) in
fair value of
investments (62,686) -- (2,375,641)
Contributions:
Participant -- -- 2,655,084
Employer -- -- 688,523
Distributions to
participants -- (43,207) (1,642,958)
Trustee and investment
related fees -- -- (10,770)
Transfer (to) from
other funds 30,638 256,180 --
Share Exchange 188,655 -- --
Plan equity
December 31, 1992 $ 158,326 $1,507,252 $21,153,232
/TABLE
<PAGE>
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
<TABLE>
<CAPTION>
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
<S> <C> <C> <C> <C>
Dividend income $ -- $ -- $ -- $ 94,306
Interest income 544,224 464 178 2,163
Net appreciation
(depreciation) in
fair value of
investments -- 120,264 65,096 (1,053,447)
Contributions:
Participant 1,101,978 532,949 268,003 551,156
Employer -- -- -- 431,358
Distributions to
participants (1,441,945) (477,830) (332,715) (406,361)
Trustee and
investment
related fees (7,530) (1,175) (240) (390)
Transfer (to) from
other funds 106,611 (342,230) 211,080 116,502
Plan equity
December 31, 1993 $10,293,720 $4,250,638 $2,039,576 $2,986,189
Chiquita
Preferred
Stock Loans to
Fund Participants Total
<S> <C> <C> <C>
Dividend income $ 8,861 $ -- $ 103,167
Interest income 67 103,909 651,005
Net appreciation
(depreciation) in
fair value of
investments (56,130) -- (924,217)
Contributions:
Participant -- -- 2,454,086
Employer -- -- 431,358
Distributions to
participants (35,115) (135,683) (2,829,649)
Trustee and investment
related fees -- -- (9,335)
Transfer (to) from
other funds 22,575 (114,538) --
Plan equity
December 31, 1993 $ 98,584 $1,360,940 $21,029,647
</TABLE>
JOHN MORRELL & CO. SCHEDULE 1
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
ASSETS HELD FOR INVESTMENTS
<TABLE>
<CAPTION> Current
Issue Description Cost Value
<S> <C> <C> <C> <C>
* Equity Fund of Chicago Title
and Trust Company 724,373 shares $ 3,138,081 $ 4,464,291
* Short Term Investment Fund
for Employee Benefit Plans
of Chicago Title and Trust
Company 5,938,163 shares 5,938,163 5,938,163
* Chiquita Brands International,
Inc.:
Capital Stock 246,820 shares 5,100,532 2,838,431
$1.32 Depositary Shares 8,026 shares 192,722 98,702
5,293,254 2,937,133
* Capital Fund of Chicago
Title and Trust Company 303,480 shares 1,355,724 1,929,739
Great West Life Assurance
Company GIC 8.40%, due October 31, 1994 500,000 500,000
Hartford Insurance Company GIC 8.76%, due November 15, 1994 500,000 500,000
Home Life Insurance Company 8.94%, due September 21, 1994 500,000 500,000
GIC
Life Insurance Company of
Georgia GIC 9.05%, due August 30, 1995 500,000 500,000
Ohio National Life Insurance
Company GIC 8.60%, due January 17, 1996 500,000 500,000
Principal Mutual Life Insurance
Company GIC 8.40%, due May 11, 1994 500,000 500,000
Safeco Life Insurance
Company GIC 8.40%, due March 15, 1995 500,000 500,000
United of Omaha Life
Insurance GIC 8.80%, due January 17, 1995 500,000 500,000
$19,725,222 $19,269,326
* Denotes party-in-interest
</TABLE>
SCHEDULE 2
JOHN MORRELL & CO.
REPORTABLE TRANSACTIONS
Year ended December 31, 1993
<TABLE>
<CAPTION>
NUMBER OF PROCEEDS NET
DESCRIPTION OF TYPE OF SHARES OR PURCHASE FROM COST OF GAIN
INVESTMENTS TRANSACTION UNITS PRICE SALE ASSETS (LOSS)
<S> <C> <C> <C> <C> <C> <C>
Lincoln National
Pension Insurance
Company
Guaranteed
Investment Fund Sale 1,213,011 $1,213,011 $1,213,011
Chicago Title and
Trust Company:
Short Term
Investment
Fund for Employee Purchase 7,054,625 $7,054,625
Benefit Plans Sale 4,387,403 4,387,403 4,387,403
Equity Fund Purchase 139,869 835,150
Sale 150,870 905,609 634,129 $271,480
Chiquita Brands
International,Inc. Purchase 154,042 2,051,532
Capital Stock Sale 8,049 97,860 168,403 (70,543)
/TABLE
<PAGE>
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
Party-in-Interest Transactions
Year Ended December 31, 1993
Schedule 3
A schedule of party-in-interest transactions has not been presented
because there were no party-in-interest transactions which are
prohibited by the Employee Retirement Income Security Act of 1974
(ERISA) Section 406 and for which there is no statutory or
administrative exemption.<PAGE>
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 on its behalf by the
undersigned hereunto duly authorized.
JOHN MORRELL & CO. SALARIED
EMPLOYEES INCENTIVE SAVINGS PLAN
Date: June 28, 1994 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
Statement (Form S-8 Nos. 33-29147 and 33-56570) pertaining to the
John Morrell & Co. Salaried Employees Incentive Savings Plan and in
the related Prospectus of our report dated June 28, 1994, with
respect to the financial statements of the John Morrell & Co.
Salaried Employees Incentive Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
Cincinnati, Ohio
June 28, 1994
