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, 1994 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, 1995.
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 Second Restated Certificate of Incorporation, filed as
Exhibit 3(a) to Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994
*3-b 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 its 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 its
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,
filed as Exhibit 10-a to Annual Report on Form 10-K
for the year ended December 31, 1993
*10-b Agreement dated April 22, 1976 effective January 1,
1976 between Tela Railroad Company and the Government
of Honduras, filed as Exhibit 10-b to Annual Report on
Form 10-K for the year ended December 31, 1993
Executive Compensation Plans
*10-c 1986 Stock Option and Incentive Plan, as amended,
filed as Exhibit 10(c) to Quarterly Report on Form 10-
Q for the quarter ended June 30, 1994
*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
**13 Chiquita Brands International, Inc. 1994 Annual Report
to Shareholders (pages 5 through 23 and inside back
cover)
**21 Subsidiaries of Registrant
**23 Consent of Independent Auditors
**24 Powers of Attorney<PAGE>
**27 Financial Data Schedule
99(a) Annual Report on Form 11-K for the Chiquita Savings
and Investment Plan for 1994
99(b) Annual Report on Form 11-K for the John Morrell & Co.
Salaried Employees Incentive Savings Plan for 1994
* Incorporated by reference.
** Previously filed with Securities and Exchange Commission<PAGE>
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, 1994 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 Net Assets Available for
Benefits as of December 31,
1994 and 1993 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 1994, 1993 and 1992 3
Notes to Financial Statements 4 - 11
Supplemental Schedules
Assets Held for Investment at December 31, 1994 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1994 Schedule 2
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 net assets
available for benefits of the Chiquita Savings and Investment
Plan (the "Plan") as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for
benefits for each of the three years in the period ended December
31, 1994. 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, 1994 and 1993,
and changes in net assets available for benefits for each of the
three years in the period ended December 31, 1994, 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, 1994 and reportable transactions for
the year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 28, 1995<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31,
1994 1993
Investments, at fair value:
Chiquita Brands International, Inc.
capital stock $ 15,197,080 $ 8,133,939
Fidelity Magellan Fund 6,073,342 5,635,658
Chemical Bank - Temporary
Investment Fund 3,691,053 4,362,392
Vanguard Index Trust 3,361,783 3,160,230
U.S. Treasury Note 2,000,000 2,012,500
Chiquita Brands International, Inc.:
11 7/8% Subordinated Debentures -- 647,900
11 1/2% Subordinated Notes 561,600 --
10 1/2% Subordinated Debentures 163,660 --
Chiquita Brands International, Inc.
$1.32 Depositary Shares 343,035 355,640
Total investments 31,391,553 24,308,259
Contributions receivable:
Participant 80,021 --
Company 103,111 1,905,199
Loans to participants 638,922 669,640
Investment income receivable 106,601 50,455
Net asset available for benefits $ 32,320,208 $ 26,933,553
See accompanying notes to financial statements.
2<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Years Ended December 31,
1994 1993 1992
Investment income:
Dividends $ 562,556 $ 909,018 $ 885,177
Interest 394,584 394,247 407,998
Net appreciation
(depreciation)
in fair value of
investments 1,403,413 (2,818,904) (7,765,779)
Contributions:
Participant 2,825,783 3,004,248 3,115,217
Company:
Cash, net of forfeitures
of $125,879 in 1994,
$109,649 in 1993 and
$118,269 in 1992 1,314,917 1,483,851 1,195,767
Chiquita Brands
International, Inc.
capital stock 1,526,000 1,624,916 2,383,504
Rollovers 78,069 225,030 470,836
Transfer of assets from
merged plans -- -- 1,969,729
8,105,322 4,822,406 2,662,449
Less: distributions to
participants (2,718,667) (2,884,115) (2,284,591)
Increase in net assets
available
for benefits 5,386,655 1,938,291 377,858
Net assets available for
benefits:
Beginning of the year 26,933,553 24,995,262 24,617,404
End of the year $32,320,208 $ 26,933,553 $24,995,262
See accompanying notes to financial statements.
3<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF THE PLAN
The following description of the Chiquita Savings and
Investment Plan (the "Plan") provides only general information.
Participants should refer to the Plan documents for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering
substantially all full-time 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, 1994 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 six accounts under the Plan - an
"Employee Before-Tax Contributions Account," an "Employee
After-Tax Contributions Account," a "Rollover Contributions
Account," a "Non-elective Contributions Account", a "Matching
Contributions Account" and, with respect to former participants
of 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 "Non-elective Contributions Account" reflects a company
contribution in an amount equal to the participant's unspent
employee credits contributed from the Company's separate welfare
benefits plan ("Non-elective Contributions") and the income,
gains, losses, withdrawals, distributions and expenses
attributable to such contributions. The Employee Before-Tax
Contributions Account has two sub-accounts - the "Participant
Restricted Contributions Account" and the "Participant
4<PAGE>
Non-restricted Contributions Account." Contributions are
allocated to these sub-accounts based on the participant's
election as to how the contributions are to be invested. (See
"Participant Contributions.")
The Matching Contributions Account reflects the
participant's share of Company contributions and the income,
gains, losses, withdrawals, distributions and expenses
attributable to such contributions. The Matching Contributions
Account has two sub-accounts - a Company Restricted Contributions
Account and a Company Non-restricted Contributions Account. (See
"Company Contributions.")
Participant Contributions
Participants may elect to defer as a Before-Tax Contribution
any whole percentage of their compensation from 1% to 12%. Prior
to 1989, participants could also elect to make After-Tax
Contributions. The first 6% of compensation contributed to the
Plan ("Eligible Participant Contributions") is eligible for
employer matching contributions.
The Plan limits the maximum amount of Before-Tax
Contributions which may be made by a participant in any plan year
to 12% of compensation, subject to the non-discrimination
standards of the Internal Revenue Code (the "Code").
Participants' taxable compensation is reduced by the amount of
Before-Tax Contributions, and such amount is contributed to the
Plan on their behalf by the Company. A participant's Before-Tax
Contributions in any one year are also limited to a fixed dollar
maximum ($9,240 for 1994, $8,994 for 1993 and $8,728 for 1992) 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
Contributions Account. Eligible Participant Contributions to the
Chiquita Capital Stock Fund are placed in the Participant
Restricted Contributions Account. Such contributions are
transferred to the Participant's Non-restricted Contributions
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
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.
5<PAGE>
Company Contributions
For each Plan year, the Company makes a Basic Matching
Contribution and may make a Discretionary Matching Contribution
and a Stock Incentive Matching Contribution, as described below.
All such contributions are based on Eligible Participant
Contributions. The Company's matching contributions, which are
subject to the non-discrimination standards of the Code, and Non-
elective Contributions are allocated to the Company Restricted
Contributions Account and invested in the Chiquita Capital Stock
Fund.
Basic Matching Contributions For each Plan year, the
Company makes a Basic Matching Contribution equal to 50% (or
such higher percentage as the Plan Administrative Committee
may in its discretion announce) of Eligible Participant
Contributions. Such contributions amounted to 50% of
Eligible Participant Contributions in each of 1994, 1993 and
1992.
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 70% in 1994, 65% in 1993 and 70% in 1992 of
Eligible Participant Contributions.
Stock Incentive Matching Contributions The Company may
contribute an additional matching contribution for Eligible
Participant Contributions invested in the Chiquita Capital
Stock Fund. The Stock Incentive Match was 50% in 1994, 40%
in 1993 and 50% in 1992. The amount of the Stock Incentive
Match is reviewed each year. Participants are notified
prior to the beginning of the next Plan year if the amount
of the Stock Incentive Match changes.
All Company contributions since June 30, 1989 and, beginning
in 1994 all Non-elective Contributions, have been allocated to
the Company Restricted Contributions Account and invested in the
Chiquita Capital Stock Fund. Participants in the Plan for 10
years may direct up to 25% of their Company Restricted
Contributions 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, employer matching
contributions and Non-elective Contributions for any calendar
year cannot exceed the lesser of a fixed dollar amount ($30,000
6<PAGE>
for 1994, 1993 and 1992) or 25% of the participant's compensation
for that calendar year.
Investment Options
Participants in the Plan may invest their contributions in
one or more of 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.
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. 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 maintained in the Chiquita Capital Stock 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.
7<PAGE>
At December 31, 1994 there were 1,032 participants in the
Plan. The number of participants in each of the respective funds
is presented below:
Safety of Principal Fund 550
Conservative Equity Fund 546
Growth Equity Fund 670
Chiquita Capital Stock Fund 964
Chiquita Fixed Income Fund 259
Chiquita Depositary Share Fund 40
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. (Effective
July 1, 1995, Company contributions and the related earnings with
respect to each Plan year will vest at a rate of 20% for each
year of service with the Company.) 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.
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. In addition, a participant
in the Banana Supply Plan may elect to receive a distribution of
benefits accrued before December 31, 1991 in the form of a
qualified joint and survivor annuity. Participants in the Frupac
Plan may elect distribution in monthly installments over a ten
year period for benefits accrued before March 31, 1992.
8<PAGE>
Participants may, with the approval of the Plan
Administrator, borrow amounts from certain of their accounts
subject to conditions and terms as set forth by the Plan
Administrator.
SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
The Company's stock 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) of the Code, contributions made
by the Company under the Plan are deductible for income tax
purposes and Before-Tax Contributions made by the participant are
not subject to federal income tax in the year in which such
contributions are made. As long as the Plan is qualified, under
federal income tax laws and regulations, participants will not be
taxed on employer contributions or earnings on all amounts in
their Employee Accounts until such time as they receive a
distribution from the Plan, and the Plan will not be taxed on its
dividend and interest income or any capital gains realized by it
or any unrealized appreciation of investments within each fund.
9<PAGE>
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.
FINANCIAL STATEMENTS VERSUS FORM 5500 FILING DIFFERENCE
The net assets available for benefits exclude a payable for
distributions to participants. Prior years' financial statements
have been restated to conform to this presentation. As a result,
net assets available for benefits as reported in these financial
statements are greater than as reported on Form 5500 by $540,796,
$332,751 and $515,727 at December 31, 1994, 1993 and 1992,
respectively. The net assets available for benefits as reported
on Form 5500 reflect a payable for distributions to participants
of the above amounts in accordance with Form 5500 filing
instructions.
10<PAGE>
SUMMARY OF NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
--------- ------------ --------- ----------
<S> <C> <C> <C> <C>
Investments $ 5,581,703 $3,361,308 $6,074,495 $ 342,823
Contributions
receivable:
Participant 13,590 13,164 42,431 206
Company -- -- -- --
Loans to
participants -- -- -- --
Investment
income
receivable 92,983 4 9 --
---------- ---------- ---------- ----------
Net assets
available
for benefits
at December
31, 1994 $ 5,688,276 $3,374,476 $ 6,116,935 $ 343,029
--------- --------- --------- -------
</TABLE>
<TABLE>
<CAPTION>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
-------- -------- ------------ --------
<S> <C> <C> <C> <C>
Investments $15,197,388 $ 815,727 $ 18,109 $ 31,391,553
Contributions
receivable:
Participant 2,103 8,527 -- 80,021
Company 103,111 -- -- 103,111
Loans to
participants -- -- 638,922 638,922
Investment
income
receivable 380 13,225 -- 106,601
---------- -------------------- ----------
Net assets
available
for benefits at
December 31,
11<PAGE>
1994 $15,302,982 $ 837,479 $657,031 $ 32,320,208
</TABLE> ---------- --------- --------- ----------
12<PAGE>
SUMMARY OF NET ASSETS AVAILABLE FOR
BENEFITS 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 -- -- --
---------- ---------- ---------- ----------
Net assets
available
for benefits
at December
31, 1993 $ 5,917,247 $ 3,162,028 $ 5,638,339 $ 374,010
</TABLE> --------- --------- --------- --------
<TABLE>
<CAPTION>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
--------- -------- ------------ -------
<S> <C> <C> <C> <C>
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
--------- -------- ------- -----------
Net assets
available
for benefits
at December
31, 1993 $10,316,947 $ 775,086 $ 749,896 $26,933,553
13<PAGE>
</TABLE> ---------- -------- ------- -----------
14<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
--------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Net assets
available
for benefits
at December
31, 1991 $ 5,299,250 $1,700,359 $3,550,788 $ --
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 (982,070) (297,407) (498,866) --
Transfer (to)
from other
funds (153,307) 207,421 (172,538) 576,752
--------- --------- ------------------
Net assets
available
for benefits
at December
31, 1992 $ 6,723,018 $ 2,384,298 $ 3,968,349 $444,791
</TABLE>
15<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
Net assets
available
for benefits
at December
31, 1991 $13,034,142 $ 507,683 $ 525,182 $24,617,404
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 (418,296) (87,952) -- (2,284,591)
Transfer (to)
from other
funds (731,437) 96,180 176,929 --
--------- --------- --------- ---------
Net assets
available
for benefits
at December
31, 1992 $10,019,587 $ 706,771 $ 748,448 $24,995,262
</TABLE>
16<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<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 (792,125) (423,248) (754,781) (16,215)
Transfer (to)
from other
funds (987,318) 417,879 714,282 9,635
--------- --------- --------- ---------
Net assets
available
for benefits
at December
31, 1993 $ 5,917,247 $ 3,162,028 $5,638,339 $374,010
</TABLE>
17<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
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 (793,969) (103,777) -- (2,884,115)
Transfer (to)
from other
funds (49,150) (57,743) (47,585) --
--------- --------- --------- ---------
Net assets
available
for benefits
at December
31, 1993 $ 10,316,947 $ 775,086 $ 749,896 $26,933,553
</TABLE>
18<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Safety of Growth Depositary
Principal Conservative Equity Share
Fund Equity Fund Fund Fund
--------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ -- $ 107,198 $ 234,518 $ 32,958
Interest 274,496 239 329 290
Net appreciation
(depreciation)
in fair value
of investments (36,874) (69,050) (356,465) 13,013
Contributions:
Participant 336,825 494,572 907,567 --
Company, net (56) (220) (683) (1,300)
Rollovers 2,190 28,517 38,802 --
Distributions to
participants (604,971) (422,194) (643,883) (23,168)
Transfer (to)
from other
funds (200,581) 73,386 298,411 (52,774)
--------- --------- --------- ---------
Net assets
available
for benefits
at December
31, 1994 $ 5,688,276 $ 3,374,476 $6,116,935 $ 343,029
--------- --------- --------- ---------
</TABLE>
19<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS BY INVESTMENT FUND
YEARS ENDED DECEMBER 31, 1994 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita Chiquita
Capital Fixed
Stock Income Loans to
Fund Fund Participants Total
--------- --------- ------------ ---------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 187,882 $ -- $ -- $ 562,556
Interest 8,580 67,750 42,900 394,584
Net appreciation
(depreciation)
in fair value
of investments 1,907,195 (54,406) -- 1,403,413
Contributions:
Participant 968,227 118,592 -- 2,825,783
Company, net 2,843,357 (181) -- 2,840,917
Rollovers 8,499 61 -- 78,069
Distributions to
participants (903,036) (40,761) (80,654) (2,718,667)
Transfer (to)
from other
funds (34,669) (28,662) (55,111) --
--------- --------- --------- ---------
Net assets
available
for benefits
at December
31, 1994 $15,302,982 $837,479 $657,031 $ 32,320,208
---------- --------- --------- ----------
</TABLE>
20<PAGE>
SCHEDULE 1
CHIQUITA SAVINGS AND INVESTMENT PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
Current
Issue Description Cost Value
* Chiquita Brands
International,
Inc. capital stock 1,115,382 shares $18,714,987 $15,197,080
Fidelity Magellan Fund 90,918 shares 5,716,355 6,073,342
* Chemical Bank -
Temporary 5.65% at December 31,
Investment Fund 1994 3,691,053 3,691,053
Vanguard Index Trust 78,236 shares 2,933,831 3,361,783
U.S. Treasury Note 7.625%, $2,000,000
principal amount,
due December 31,
1994 2,024,375 2,000,000
* Chiquita Brands
International, 11 1/2%, $576,000 principal
Inc. Subordinated
Notes amount, due June 1, 2001 606,195 561,600
* Chiquita Brands
International, 10 1/2%, $167,000 principal
Inc. Subordinated
Debentures amount, due August 1, 2004 170,371 163,660
* Chiquita Brands
International, Inc.
$1.32 Depositary
Shares, each
representing one-fifth
of a share
of Mandatorily Exchangeable
Cumulative Preference Stock,
Series C 24,948 shares 540,121 343,035
$34,397,288 $31,391,553
* Denotes party-in-interest
21<PAGE>
SCHEDULE 2
CHIQUITA SAVINGS AND INVESTMENT PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
NUMBER PROCEEDS COST NET
DESCRIPTION OF TYPE OF OF SHARES PURCHASE FROM OF GAIN
INVESTMENTS TRANSACTION OR UNITS PRICE SALES ASSETS (LOSS)
Category 1:
* Chiquita Brands
International, In-kind 160,000 $1,660,000
Inc. capital
stock In-kind 112,000 1,526,000
* Chemical Bank -
Temporary Purchase 2,057,5002,057,500
Investment
Fund Sale 2,109,621 $2,109,621 $2,109,621
U.S. Treasury
Notes Purchase 2,000,0002,024,375
Sale 2,000,000 2,000,000 2,023,750 $(23,750)
Category 2:
None
Category 3:
* Chiquita Brands
International, Purchase/In-kind 473,308 6,164,818
Inc. capital
stock Sale 65,225 1,000,448 1,156,794
(156,346)
Fidelity Magellan
Fund Purchase 20,217 1,382,954
Sale 8,843 588,805 554,849
33,956
* Chemical Bank -
Temporary Purchase 9,262,4399,262,439
Investment
Fund Sale 9,933,778 9,933,778 9,933,778
U.S. Treasury
Notes Purchase 2,000,0002,024,375
Sale 2,000,000 2,000,000 2,023,750 (23,750)
* Denotes party-in-interest
22<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, 1995 By: /s/ John Powers
John Powers, Secretary of the
Plan Administrative Committee
23<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, 1995, 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, 1994.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 28, 1995
24<PAGE>
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, 1994
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 Net Assets Available for Plan
Benefits at December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1994, 1993, and 1992 3
Notes to Financial Statements 4
Supplemental Schedules
Assets Held for Investment at December 31, 1994 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1994 Schedule 2
Signature
Exhibit
Consent of Independent Auditors Exhibit 1<PAGE>
Report of Independent Auditors
The Administrative Committee
John Morrell & Co. Salaried Employees Incentive Savings Plan
We have audited the accompanying statements of net assets
available for plan benefits of the John Morrell & Co. Salaried
Employees Incentive Savings Plan (the "Plan") as of December 31,
1994 and 1993, and the related statements of changes in net
assets available for plan benefits for each of the three years in
the period ended December 31, 1994. 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 plan benefits of the Plan at December 31, 1994 and
1993, and changes in net assets available for plan benefits for
each of the three years in the period ended December 31, 1994, 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, 1994 and reportable transactions for
the year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial
statements taken as a whole.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 28, 1995<PAGE>
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1994 1993
Investments:
Chiquita Brands International, Inc.:
Capital Stock $ 3,940,514 $ 2,838,431
Preferred Stock 106,702 98,702
Equity Fund of Vanguard
Institutional Index 4,060,124 --
Equity Fund of Fidelity
Contrafund 3,499,793 --
Equity Fund of Chicago Title
and Trust Company -- 4,464,291
Capital Fund of Chicago
Title and Trust Company -- 1,929,739
Short Term Investment Fund
for Employee Benefit
Plans of Chicago Title
and Trust Company 4,794,213 5,938,163
Certificate of Deposit 1,000,000 --
United States Treasury Bills 984,720 --
Federal Farm Credit Bank Notes 995,940 --
Investments at fair value 19,382,006 15,269,326
Guaranteed investment contracts
with life insurance companies
at contract value 2,000,000 4,000,000
Total investments 21,382,006 19,269,326
Cash 42,177 --
Due from broker for security sales -- 17,023
Participant contributions receivable 257,382 209,605
Loans to participants 1,262,517 1,339,613
Employer contributions receivable 131,718 53,809
Investment income receivable 428,848 354,872
23,504,648 21,244,248
Less:
Accrued expenses (3,007) (13,986)
(3,007) (13,986)
Net assets available for plan
benefits at year end $23,501,641 $ 21,230,262
See accompanying notes to financial statements.<PAGE>
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31,
1994 1993 1992
Investment income:
Dividends $ 62,878 $ 103,167 $ 96,643
Interest 746,072 651,005 780,274
Net appreciation
(depreciation) in fair
value of
investments 448,349 (924,217) (2,375,641)
Contributions:
Participant 2,390,467 2,454,086 2,655,084
Employer 452,449 431,358 688,523
4,100,215 2,715,399 1,844,883
Less:
Distributions to
participants (1,826,141) (2,989,749) (1,461,837)
Trustee and investment
related fees (2,695) (9,335) (10,770)
Net increase (decrease) in
net assets available for
plan benefits 2,271,379 (283,685) 372,276
Net assets available for
plan benefits:
Beginning of the year 21,230,262 21,513,947 21,141,671
End of the year $23,501,641 $ 21,230,262 $21,513,947
See accompanying notes to financial statements.<PAGE>
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, 1994, there were 920 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 non-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 ($9,240, $8,994 and $8,728 for 1994, 1993 and 1992,
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 1994, 1993 and 1992)
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 non-discrimination standards of
the Code. For 1994, 1993 and 1992, 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 1994, 1993 and 1992. 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 non-Chiquita 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, Vanguard Index, Fidelity Contrafund, 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 Vanguard Index Fund,
which replaced the Conservative Stock Fund in 1994, are invested<PAGE>
in the Equity Fund of Vanguard Institutional Index which invests
in quality growth stocks intended to provide long-term growth.
The assets of the Fidelity Contrafund, which replaced the
Aggressive Stock Fund in 1994, are invested in the Equity Fund of
Fidelity Contrafund. 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. 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, Vanguard Index, Fidelity Contrafund and Chiquita
Capital Stock Funds.
The number of participants in each of the respective funds at
December 31, 1994 is presented below:
Safety of Principal Fund 677
Vanguard Index Fund 509
Fidelity Contrafund 484
Chiquita Capital Stock Fund 442
Chiquita Preferred Stock Fund 31
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.<PAGE>
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
1994 and 1993 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. The Plan's
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
1994, 1993 and 1992, 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.<PAGE>
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. Financial statements versus Form 5500 filing difference
The net assets available for plan benefits as reported on these
financial statements exclude a payable for distributions to
participants. Prior years' financial statements have been
restated to conform to this presentation. As a result, the net
assets available for plan benefits as reported in these financial
statements are greater than as reported on Form 5500 by $523,466,
$200,615 and $360,715 at December 31, 1994, 1993 and 1992,
respectively. The net assets available for Plan benefits as
reported on Form 5500 reflect a payable for distributions to
participants of the above amounts in accordance with Form 5500
filing instructions.<PAGE>
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Chiquita
Safety of Vanguard Capital
Principal Index Fidelity Stock
Fund Fund Contrafund Fund
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Investments $ 9,702,546 $ 4,060,124 $ 3,512,468 $ 4,000,166
Participant
contributions
receivable 81,905 48,028 78,307 49,142
Loans to
participants -- -- -- --
Employer
contributions
receivable -- -- -- 131,718
Investment
income
receivable 351,739 77,032 14 63
Cash -- 9,418 -- --
Accrued
expenses (1,384) (339) (191) (14)
Inter-fund
transfers 67,455 (10,116) (49,337) (8,002)
----------- ---------- ----------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073
----------- ---------- ----------- -----------
/TABLE
<PAGE>
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Chiquita
Preferred Loans to
Stock Fund Participants Total
---------- ------------ ----------
<S> <C> <C> <C>
Investments $ 106,702 $ -- $ 21,382,006
Participant
contributions
receivable -- -- 257,382
Loans to
participants -- 1,262,517 1,262,517
Employer
contributions
receivable -- -- 131,718
Investment
income
receivable -- -- 428,848
Cash -- 32,759 42,177
Accrued
expenses (968) (111) (3,007)
Inter-fund
transfers -- -- --
----------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 105,734 $ 1,295,165 $ 23,501,641
----------- ---------- -----------
/TABLE
<PAGE>
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
Chiquita
Safety of Capital
Principal Conservative Aggressive Stock
Fund Stock Fund Stock 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
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
----------- ---------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419
----------- ---------- ----------- -----------
/TABLE
<PAGE>
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
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
Due to broker
for security
purchases -- -- (75)
Accrued
expenses -- 21,033 (13,986)
Inter-fund
transfers -- -- --
----------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262
----------- ---------- -----------
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Safety of *Conservative Capital
Principal Stock *Aggressive Stock
Fund Fund Stock Fund Fund
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net assets
available
for plan
benefits
at December
31, 1991 $ 9,969,080 $ 3,673,232 $ 1,591,904 $ 4,731,987
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 (930,605) (227,576) (58,778) (201,671)
Trustee and
investment
related fees (8,900) (1,450) (255) (165)
Transfers (to)
from other
funds (639,435) 299,872 (60,309) 113,054
Shares Exchange -- -- -- (188,655)
--------- --------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1992 $10,207,879 $4,476,002 $1,864,692 $3,299,796
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Preferred Loans to
Stock Fund Participants Total
---------- ------------ ----------
<S> <C> <C> <C>
Net assets
available
for plan
benefits
at December
31, 1991 $ -- $ 1,175,468 $ 21,141,671
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) (1,461,837)
Trustee and
investment
related fees -- -- (10,770)
Transfers (to)
from other
funds 30,638 256,180 --
Share Exchange 188,655 -- --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1992 $ 158,326 $ 1,507,252 $ 21,513,947
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Safety of *Aggressive Capital
Principal *Conservative Stock Stock
Fund Stock 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 (1,665,568) (406,347) (363,470) (394,025)
Trustee and
investment
related fees (7,530) (1,175) (240) (390)
Transfers (to)
from other
funds 106,611 (342,230) 211,080 116,502
--------- --------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
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 (24,656) (135,683) (2,989,749)
Trustee and
investment
related fees -- -- (9,335)
Transfers (to)
from other
funds 22,575 (114,538) --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Safety of Capital
Principal *Vanguard *Fidelity Stock
Fund Index Fund Contrafund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Dividend
income $ -- $ -- $ -- $ 54,429
Interest
income 559,465 98,292 1,770 1,973
Net appreciation
(depreciation)
in fair
value of
investments 23,101 (78,980) (19,851) 533,475
Contributions:
Participant 889,922 488,520 557,467 454,558
Employer -- -- -- 452,449
Distributions to
participants (634,658) (172,751) (144,039) (394,965)
Trustee and
investment
related fees (2,122) (653) (236) 316
Transfers (to)
from other
funds (921,041) (530,208) 1,100,811 23,419
-------- --------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073
--------- --------- --------- -----------
/TABLE
<PAGE>
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS
ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
Chiquita
Preferred
Stock Loans to
Fund Participants Total
---------- ------------ ----------
<S> <C> <C> <C>
Dividend
income $ 8,449 $ -- $ 62,878
Interest
income 105 84,467 746,072
Net appreciation
(depreciation)
in fair
value of
investments (9,396) -- 448,349
Contributions:
Participant -- -- 2,390,467
Employer -- -- 452,449
Distributions to
participants (18,824) (460,904) (1,826,141)
Trustee and
investment
related fees -- -- (2,695)
Transfers (to)
from other
funds 16,357 310,662 --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 105,734 $1,295,165 $23,501,641
--------- --------- -----------
</TABLE>
*The Conservative and Aggressive Stock Funds were replaced by the
Vanguard
Index Fund and Fidelity Contrafund, respectively, during 1994.<PAGE>
SCHEDULE 1
JOHN MORRELL & COMPANY
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
Current
Issue Description Cost Value
Equity Fund of
Vanguard
Institutional
Index 93,941 shares $ 4,137,364 $ 4,060,124
* Short-Term Investment
Fund for Employee
Benefit Plans of
Chicago Title and
Trust Company 4,794,213 shares 4,794,213 4,794,213
Equity Fund of
Fidelity Contrafund 115,581 shares 3,455,895 3,499,793
* Chiquita Brands
International, Inc:
Capital Stock 289,212 shares 5,360,380 3,940,514
$1.32 Depositary
Shares 7,808 shares 192,627 106,702
5,553,007 4,047,216
Life Insurance 9.05%, due
Company of August 30, 1995 500,000 500,000
Georgia GIC
Ohio National 8.60%, due
Life Insurance January 17, 1996 500,000 500,000
Company GIC
Safeco Life 8.40%, due
Insurance Company March 15, 1995 500,000 500,000
GIC
United of Omaha Life 8.80%, due
Insurance GIC January 17, 1995 500,000 500,000
Old Kent Bank
Certificate of 5.25%, due
Deposit June 15, 1995 1,000,000 1,000,000
Federal Farm Credit 5.47%, due
Bank Notes June 1, 1995 1,000,000 995,940
United States $1,000,000, due
Treasury Bills April 7, 1995 957,559 984,720
$22,898,038 $ 21,382.006
* Denotes party-in-interest<PAGE>
SCHEDULE 2
JOHN MORRELL & COMPANY
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET
OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN
MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS)
Category 1:
*Chicago Title and
Trust Company:
Conservative
Stock
Equity
Fund Sale 703,885 -- 4,138,518 3,100,324 1,038,194
Aggressive Stock
Equity
Fund Sale 325,300 -- 2,008,530 1,505,573 502,957
S & P 500
Index
Fund Purchase 995,988 4,138,518 -- -- --
Sale 908,392 -- 3,972,915 3,783,769 189,146
Equity Fund of
Vanguard
Institutional
Index Purchase 90,253 3,972,915 -- -- --
Equity Fund of
Fidelity
Contrafund Purchase 65,446 2,008,530 -- -- --
Category 2:
None<PAGE>
SCHEDULE 2
JOHN MORRELL & COMPANY
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET
OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN
MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS)
Category 3:
*Chicago Title and
Trust Company:
Short Term
Investment
Fund for Purchase15,041,702 15,041,702 -- -- --
Employee
Benefit
Plans Sale 16,185,652 -- 16,185,652 16,185,652 --
Conservative
Stock
Equity Fund Purchase 28,384 175,800 -- -- --
Sale 752,758 -- 4,437,733 3,313,881 1,123,892
Aggressive
Stock
Equity
Fund Purchase 25,675 167,290 -- -- --
Sale 329,155 -- 2,033,673 1,523,014 510,659
S & P 500
Index
Fund Purchase1,073,378 4,469,569 -- -- --
Sale 1,073,378 -- 4,670,187 4,469,569 200,618
Vanguard
Institutional
Index Purchase 90,709 4,181,284 -- -- --
Sale 998 -- 43,880 43,920 (40)
Fidelity
Contrafund Purchase 117,358 3,607,053 -- -- --
Sale 4,951 -- 150,765 151,158 (393)
*Chiquita Brands
International,
Inc. Purchase 130,541 1,834,714 -- -- --
Capital
Stock Sale 14,496 -- 193,495 293,411 (99,916)
*Denotes party-in-interest<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, 1995 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
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, 1995, 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, 1994.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 28, 1995<PAGE>
