SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Chiquita Brands International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement), if other than the
Registrant
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11: (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
_________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________
5) Total fee paid.
___$125.00________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________
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4) Date Filed:
_________________________________________
Notes:
<PAGE>
CHIQUITA BRANDS INTERNATIONAL,
INC.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 10, 1995
To Our Shareholders:
You are cordially invited to attend the 1995 Annual
Meeting of Shareholders of Chiquita Brands International, Inc.
("Chiquita" or the "Company"). The meeting will be held in the
Continental Room of the Omni Netherland Plaza, 35 West Fifth
Street, Cincinnati, Ohio at 10:00 a.m. on Wednesday, May 10,
1995, for the following purposes:
- To elect eight directors; and
to consider any other matters that may properly come before the
meeting or any adjournment of the meeting.
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
April 7, 1995
TO ENSURE THAT YOUR SHARES ARE VOTED AT THE
MEETING, PLEASE VOTE, SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED. PROXIES MAY BE REVOKED AT ANY TIME
PRIOR TO THE MEETING BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE COMPANY'S SECRETARY, BY GIVING
A LATER DATED PROXY, OR BY ATTENDING THE MEETING
AND VOTING IN PERSON.
<PAGE>
PROXY STATEMENT
Chiquita Brands International, Inc.
Annual Meeting of Shareholders
May 10, 1995
INTRODUCTION
This Notice of Annual Meeting of Shareholders and proxy
statement is furnished in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders to be held at 10:00 a.m. on Wednesday,
May 10, 1995, and any adjournment of the meeting.
The approximate mailing date of this proxy statement and
the accompanying proxy card is April 7, 1995.
At the Annual Meeting, shareholders will be asked to elect
eight directors and to transact any other business that may
properly come before the meeting and any adjournment of the
meeting.
VOTING AT THE MEETING
Voting Securities Outstanding
As of March 29, 1995, the record date for determining
shareholders entitled to vote at the meeting (the "Record Date"),
the Company had two classes of voting securities outstanding
consisting of 50,225,422 shares of Capital Stock, $.33 par value
("Common Stock"), and 648,310 shares of Mandatorily
Exchangeable Cumulative Preference Stock, Series C ("Series C
Shares"). The Series C Shares are represented by $1.32
Depositary Shares ("Depositary Shares"), each of which represents
ownership of one-fifth of a Series C Share. As of the Record
Date, there were 3,241,546 Depositary Shares outstanding. Each
share of Common Stock and each Depositary Share is entitled to
one vote on each matter to be presented at the meeting.
Proxies and Voting
Shareholders may vote in person or by proxy at the
meeting. Proxies given may be revoked at any time before they
are voted at the meeting by filing with the Company either a
written revocation or a duly executed proxy bearing a later date,
or by appearing at the meeting and voting in person.
Unless a contrary direction is indicated, a properly
executed proxy card will be voted "FOR" the election of the
nominees proposed by the Board of Directors. The management
of Chiquita is not aware of any business to be acted upon at this
meeting other than as is described in this proxy statement, but in
the event any other business should properly come before the
meeting, the proxy holders (as indicated on the proxy card) will
vote the proxies according to their best judgment in the interests
of the Company.
Information concerning the vote required for the election
of directors is provided under the caption "Election of Directors."
<PAGE> 1
Voting of Depositary Shares and Shares Held by Trustees of
Plans
Securities Transfer Company, which serves as Depositary
for the Series C Shares, will vote all Depositary Shares in
accordance with instructions received from the holders of such
shares. Each holder of Depositary Shares has received a proxy
card for the purpose of instructing the Depositary. No Depositary
Shares may be voted by the Depositary without such instruction.
The votes of the Depositary Shares are aggregated and voted by
means of a vote of the Series C Shares.
Shares held in the Chiquita Dividend Reinvestment Plan
are voted by the registered holders of such shares on a single
proxy card which includes the number of whole shares of
Common Stock held in the Plan account as well as the number
of shares registered in the shareholder's name.
If a shareholder participates in the Chiquita Savings and
Investment Plan, the John Morrell & Co. Salaried Employees
Incentive Savings Plan (together referred to as the "Savings
Plans"), the Chiquita Associate Stock Purchase Plan (the "ASPP"),
or the Friday Canning Corporation Employee Stock Ownership
Plan (the "Friday ESOP"), the proxy card serves as the voting
instruction to the respective trustees of the plans. Shares held in
these four plans are voted by their respective trustees as directed
by the plan participants. The voting instructions of participants in
the Friday ESOP are tabulated by Star Bank, N.A. and forwarded
to the trustee in the aggregate to ensure the confidentiality of the
votes. Shares held in the ASPP or the Friday ESOP will not be
voted unless a proxy card is signed and returned. However, if
participants in the Savings Plans do not vote their shares by
returning their proxy cards, their shares will be voted by the
respective trustees in the same proportion as shares that are
voted by other participants in the Savings Plans.
<PAGE> 2
<TABLE>
PRINCIPAL SHAREHOLDERS
As of April 4, 1995, the only persons known by the Company to be the beneficial owners of more
than five percent of any class of the outstanding voting securities of the Company are:
<CAPTION>
Amount and
Name and Address of Nature of Percent
Beneficial Owner Title of Class Ownership of Class
<S> <C> <C> <C>
American Premier Group, Inc.Common Stock22,987,640(1) 46%
("American Premier") and its
subsidiaries
One East Fourth Street
Cincinnati, Ohio 45202
Great American Insurance CompanySeries C Shares200,000(2) 31%
(an indirect wholly-owned
subsidiary of American Premier)
580 Walnut Street
Cincinnati, Ohio 45202
<FN>
(1) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner, and Keith E. Lindner (the "Lindner Family"),
the beneficial owners of 49.9% of American Premier's Common Stock, share with American
Premier voting and investment power with respect to the shares of Chiquita's Common Stock
owned by American Premier. American Premier and the Lindner Family may be deemed to be
controlling persons of the Company.
(2) Represented by 1,000,000 Depositary Shares.
</FN>
</TABLE>
<PAGE> 3
<TABLE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of the Company's Common Stock, Series C
Shares, and $2.875 Non-Voting Cumulative Preferred Stock, Series A (the "Series A Shares") beneficially
owned by each current director and executive officer named in this proxy statement, and by all directors
and executive officers as a group as of April 4, 1995.
<CAPTION>
Common Stock Series C SharesSeries A Shares
Percent Percent Percent
Name Shares(1)(2) of Class Sharesof Class Sharesof Class
<S> <C> <C> <C> <C> <C> <C>
Robert F. Kistinger221,924(3) *
Carl H. Lindner23,027,008(3)(4)46% 200,000 (4) 31%
Keith E. Lindner37,215(3)(4) * 117(3) *
S. Craig Lindner38,730(4) *
Fred J. Runk124,837(3) *
Jean Head Sisco23,730 *
Jos P. Stalenhoef54,298(3) *
William W. Verity2,700 *
Oliver W. Waddell3,700 *
Ronald F. Walker38,730 *
Steven G. Warshaw103,800(3) * 100 *
All directors and
executive officers as a
group (14 persons)23,879,127(3)47% 200,117 31% 100 *
_______________
*Less than 1%
<FN>
(1)Fractional shares are rounded down to the nearest whole share.
(2)Includes shares of Common Stock which the named director or executive officer has the right to
acquire within 60 days after April 4, 1995, through the exercise of stock options, in the following
amounts: Robert F. Kistinger, 214,550 shares; Carl H. Lindner, 37,200 shares; Keith E. Lindner, 30,000
shares; S. Craig Lindner, 38,730 shares; Fred J. Runk, 112,200 shares; Jean Head Sisco, 8,730
shares; Jos P. Stalenhoef, 44,280 shares; William W. Verity, 2,700 shares; Oliver W. Waddell, 2,700
shares; Ronald F. Walker, 38,730 shares; Steven G. Warshaw, 100,125 shares; and all directors and
executive officers as a group, 757,331 shares.
(3)Does not include shares acquired in the Company's Savings and Investment Plan after December 31,
1994, as to which information is not yet available.
(4)Includes as to Carl H. Lindner, but not as to Keith E. Lindner or S. Craig Lindner, 22,987,640 shares
of Common Stock and 200,000 Series C Shares, represented by 1,000,000 Depositary Shares, held
by American Premier and its subsidiaries. Carl H. Lindner, Keith E. Lindner and S. Craig Lindner
beneficially own shares of American Premier common stock as follows: 11,775,349 (22.7%),
6,010,555 (11.7%), and 3,889,235 (7.6%), respectively. See "Principal Shareholders."
</FN>
In addition to the American Premier Common Stock owned by Carl H. Lindner, Keith E. Lindner and
S. Craig Lindner (described in footnote 4 above), as of April 4, 1995, directors and executive officers of the
Company owned shares of American Premier Common Stock and American Financial Corporation
<PAGE> 4
("AFC") Preferred Stock as follows: Fred J. Runk owned 657 shares of American Premier Common Stock
and 842 shares of AFC Series E Preferred Stock, 10,340 shares of AFC Series F Preferred Stock and 27
shares of AFC Series G Preferred Stock (the foregoing represent less than 1% of the outstanding shares
of each of AFC's Series E, Series F and Series G Preferred Stock); Ronald F. Walker owned 9,524 shares
of American Premier Common Stock; and Steven G. Warshaw owned 100 shares of American Premier
Common Stock. All directors and executive officers as a group owned 21,694,320 shares of American
Premier Common Stock, which represents 41.7% of the total outstanding shares.
</TABLE>
ELECTION OF DIRECTORS
The Board of Directors has nominated eight directors for election to
hold office until the next Annual Meeting and until their successors are
elected and qualified. If any nominee should become unable to serve
as a director, the proxies will be voted for any substitute nominee
designated by the Board of Directors. No proxy may be voted for more
than eight nominees.
Nominees for Director
The nominees for election as a director are CARL H. LINDNER, KEITH
E. LINDNER, S. CRAIG LINDNER, FRED J. RUNK, JEAN HEAD SISCO,
WILLIAM W. VERITY, OLIVER W. WADDELL and RONALD F. WALKER.
All of the nominees are continuing directors who were elected at the
Company's Annual Meeting of Shareholders held May 11, 1994.
The following biographical information has been furnished by the
nominees.
Carl H. Lindner, a director since 1976, has been Chairman of the Board
of Directors and Chief Executive Officer of the Company since 1984. He
is also Chairman of the Board and Chief Executive Officer of American
Premier. American Premier was formed to acquire and own all of the
outstanding common stock of both AFC and American Premier
Underwriters, Inc. in a transaction which was consummated in April
1995. Mr. Lindner has been Chairman of the Board and Chief Executive
Officer of AFC since it was founded over 35 years ago and has been
Chairman of the Board and Chief Executive Officer of American Premier
Underwriters, Inc. since 1987. American Premier is a holding company
operating through indirect, wholly-owned and majority-owned
subsidiaries and other companies in which it beneficially owns significant
equity interests. These companies operate in a variety of financial
businesses, including property and casualty insurance, annuities, and
portfolio investing. In non-financial areas, these companies have
substantial operations in the food products industry through its
ownership in Chiquita, and in radio and television station operations
through its ownership in Citicasters Inc. Mr. Lindner also serves as
Chairman of the Board of the following companies: American Annuity
Group, Inc., AFC, American Financial Enterprises, Inc., American
Premier, American Premier Underwriters, Inc. and Citicasters Inc.
American Premier owns a substantial beneficial interest (over 35%) in
each of the other companies listed. Age 75.
Keith E. Lindner, a director since 1984, has been President and Chief
Operating Officer of the Company since 1989 and President of its
Chiquita Brands, Inc. subsidiary since 1986. He was Senior Executive
Vice President of the Company from 1986 until 1989. He is also a
director of American Premier. Age 35.
S. Craig Lindner, a director since 1984, has been President and a
director of American Annuity Group, Inc. ("AAG") since 1993. AAG,
through its subsidiaries, is engaged in the sale of annuities. He has also
been Senior Executive Vice President of American Money Management
Corporation, a subsidiary of
<PAGE> 5
AFC which provides investment services to AFC and its subsidiaries, for
more than five years. He is also a director of American Premier,
American Premier Underwriters, Inc. and Citicasters Inc. Age 40.
Fred J. Runk, a director since 1984, has been a Vice President of the
Company since 1984. He was the Company's Chief Financial Officer
from 1984 to 1994 and Treasurer of the Company from 1985 to 1988.
Mr. Runk has served as Vice President and Treasurer of AFC for over five
years. He is also a director of American Financial Enterprises, Inc. Age
52.
Jean Head Sisco, a director since 1976, has been a Partner in Sisco
Associates, management consultants, for more than five years. She is
also a director of K-Tron International, Inc., McArthur Glen Realty Corp.,
The Neiman Marcus Group, Inc., Santa Fe Pacific Corporation, Santa Fe
Pacific Gold Corp., Textron Inc., and Washington Mutual Investors Fund.
Age 69.
William W. Verity, a director since 1994, has served as Chairman and
Chief Executive Officer of ENCOR Holdings, Inc. ("ENCOR") since 1991.
ENCOR develops and manufactures plastic molded components through
two majority-owned subsidiaries, ENCOR Technologies, Inc. and
Compression Engineering, Inc. ENCOR is a subsidiary of Leaver Corp.,
an investment holding company, of which Mr. Verity also serves as
Chairman. He served as President of Leaver Corp. from 1987 through
1993. Age 36.
Oliver W. Waddell, a director since 1994, retired in 1993 as Chairman,
President and Chief Executive Officer of Star Banc Corporation, a multi-
state bank holding company. Prior to his retirement, Mr. Waddell had
served in an executive capacity with Star Banc Corporation for more than
five years. He is a director of Star Banc Corporation and CINergy Corp.
Age 64.
Ronald F. Walker, a director since 1984, has served as President, Chief
Operating Officer and a director of AFC for more than five years. He was
President and Chief Operating Officer of Chiquita from 1984 to 1989. He
is also a director of AAG, American Financial Enterprises, Inc., and Tejas
Gas Company. Age 56.
Keith E. Lindner and S. Craig Lindner are sons of Carl H. Lindner.
In December 1993, Great American Communications Company, which
subsequently changed its name to Citicasters Inc., completed a
comprehensive financial restructuring which included a prepackaged
plan of reorganization filed in November of that year under Chapter 11
of the Bankruptcy Code. Carl H. Lindner and Fred J. Runk were
executive officers of that company within two years before its bankruptcy
reorganization.
Required Vote
Directors of the Company are elected by a plurality of the votes cast in
the election. Abstentions (including instructions to withhold authority to
vote for one or more nominees) and broker non-votes are counted for
purposes of determining a quorum but will not be counted as votes cast
in the election of directors. There is no provision for cumulative voting
in the election of directors.
Chiquita has been informed that American Premier intends to vote its
shares "FOR" all of the nominees.
<PAGE> 6
THE BOARD OF DIRECTORS
During 1994, Chiquita's Board of Directors held four meetings and took
action by unanimous written consent on one occasion. Each incumbent
director attended at least 75% of the aggregate of the total number of
meetings of the Board and of the committees on which that director
served during 1994.
Committees of the Board
Chiquita's Board of Directors has three standing committees: an
Executive Committee, an Audit Committee and a Compensation
Committee. The Board does not have a Nominating Committee.
Executive Committee. The Board has appointed Carl H. Lindner, Keith
E. Lindner and Ronald F. Walker as members of the Company's
Executive Committee. The Executive Committee is permitted under New
Jersey law and the Company's By-laws to perform substantially all of the
functions of the Board of Directors, except By-law changes, changes in
directors, removal of officers, submission of matters requiring
shareholder action, and changes in resolutions adopted by the Board
which by their terms may be changed only by the Board. During 1994,
the Executive Committee held no meetings but took action by
unanimous written consent ten times.
Audit Committee. During 1994, the Audit Committee was composed
of Jean Head Sisco, William W. Verity and Oliver W. Waddell. The
functions of the Audit Committee include reviewing Chiquita's financial
and accounting policies and annual and quarterly financial statements;
meeting with the Company's internal audit staff and independent auditors
to review the scope of the annual audit, reviewing the progress and
results of the audit, and considering any recommendations as a result
of the audit and any management response to such recommendations;
and recommending to the Board of Directors the selection of Chiquita's
independent auditors. During 1994, the Audit Committee held four
meetings with the Company's independent auditors, internal audit staff,
and members of management.
Compensation Committee. During 1994, the Compensation
Committee was composed of Jean Head Sisco and Oliver W. Waddell.
The Compensation Committee evaluates the performance, and reviews
and approves all compensation of the Company's executive officers and
certain other designated senior executives; establishes general
compensation policies and standards for evaluation of all other senior
management; and evaluates and monitors long-range planning for
executive development and succession. Additionally, the Compensation
Committee administers the Company's 1986 Stock Option and Incentive
Plan. The Compensation Committee held three meetings during 1994.
Board Compensation
Directors who are not employees of the Company (S. Craig Lindner,
Jean Head Sisco, William W. Verity, Oliver W. Waddell and Ronald F.
Walker) each receive an annual fee of $40,000 plus $1,500 for each
Board meeting attended. Additionally, Carl H. Lindner receives $15,000
per year as Chairman of the Executive Committee; Jean Head Sisco
receives $15,000 per year as Chairman of the Audit Committee and
$7,500 per year as a member of the Compensation Committee; William
W. Verity receives $7,500 per year as a member of the Audit Committee;
and Oliver W. Waddell receives $7,500 per year as a member of the
Audit Committee and $7,500 per year as a member of the Compensation
Committee.
Pursuant to the Company's 1986 Stock Option and Incentive Plan (the
"Plan"), each non-employee director receives a non-qualified stock option
award for 10,000 shares of the Company's Common Stock on the date
first elected or appointed a director and receives an additional stock
option award for 10,000 shares each year thereafter. All options
awarded to non-employee directors have an exercise price equal
<PAGE> 7
to the fair market value of the Common Stock on the date of award. The
options have a 20 year term and vest over a ten year period, with 9% of
the shares exercisable on the date of grant and an additional 9%
exercisable on each anniversary of the grant date, except in the tenth
year when the remaining 10% become exercisable.
<TABLE>
EXECUTIVE COMPENSATION
Summary Information
The following table summarizes the annual and long-term compensation of the Chairman of the Board
and Chief Executive Officer and the four other most highly paid executive officers of the Company for the
fiscal years 1994, 1993 and 1992. A report on executive compensation by the Compensation Committee
of the Board of Directors appears on page 11 of this proxy statement.
<PAGE> 8
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Securities
Underlying All Other
Name and Annual Compensation Stock OptionCompensation
Principal PositionYearSalary($)(1)Bonus($)(1)(2)Grants(#)(2)($)(3)
<S> <C> <C> <C> <C> <C>
____________________________________________________________________________________
Carl H. Lindner 1994$415,000(4) -0- -0- $ 4,452
Chairman of the Board1993410,000(4) -0- -0- 8,102
and Chief Executive1992410,000(4) -0- -0- 8,963
Officer
____________________________________________________________________________________
Keith E. Lindner1994$1,030,000$ -0- -0- $19,727
President and Chief19931,030,000 837,000 -0- 18,141
Operating Officer19921,030,000 -0- -0- 14,471
____________________________________________________________________________________
Steven G. Warshaw1994 $300,000 $330,000 80,000 $14,256
Executive Vice President,1993300,385360,000 80,000 13,382
Chief Administrative1992200,000 225,000 40,000 16,544
Officer and Chief
Financial Officer
____________________________________________________________________________________
Robert F. Kistinger(5)1994$300,000$250,000 30,000 $59,053
Senior Executive1993 300,385 325,000 60,000 52,966
Vice President, Chiquita
Banana Group (Worldwide)
____________________________________________________________________________________
Jos P. Stalenhoef(5)1994$250,000$157,500 15,000 $26,772
President 1993 250,192 165,000 60,000 24,214
Chiquita Banana,
North American Division
____________________________________________________________________________________
<FN>
(1)Includes amounts deferred under the Company's Deferred Compensation Plan.
(2)1994 bonuses were paid and stock options were granted in February 1995, based on performance in
1994.
(3)Amounts disclosed for 1994 are comprised of the following:
(a)Company contributions to the Savings and Investment Plan: Carl H. Lindner, $2,550;
Keith E. Lindner, $15,300; Steven G. Warshaw, $10,800; Robert F. Kistinger, $10,800; and
Jos P. Stalenhoef, $11,386.
(b)Company matching contributions on excess deferrals from the Savings and Investment
Plan to the Deferred Compensation Plan as a result of IRS limitations on the amount which
can be deferred under a 401(k) savings plan: Robert F. Kistinger, $10,512; and Jos P.
Stalenhoef, $6,999.
(c)Above market interest (assuming the highest rate payable under the Company's Deferred
Compensation Plan, which provides a graduated interest schedule conditioned upon
<PAGE> 9
continuation of service) calculated (but not paid or currently payable) on deferred
compensation: Keith E. Lindner, $4,379; Steven G. Warshaw, $1,566; Robert F. Kistinger,
$35,440; and Jos P. Stalenhoef, $7,991.
(d)Term life insurance premiums paid by the Company: Carl H. Lindner, $1,902; Keith E.
Lindner, $48; Steven G. Warshaw, $1,890; Robert F. Kistinger, $2,301; and Jos P.
Stalenhoef, $396.
(4)Includes amounts received as Chairman of Executive Committee of $15,000 in 1994 and $10,000 in
1993 and 1992.
(5)Robert F. Kistinger and Jos P. Stalenhoef are executive officers of wholly-owned subsidiaries of the
Company and were first named executive officers of the Company in 1993. Accordingly, information
for 1992 is not presented.
</FN>
</TABLE>
<TABLE>
Stock Option Grants
The following table contains information concerning grants of stock options to the named executive
officers under the Company's 1986 Stock Option and Incentive Plan.
<CAPTION>
OPTION GRANTS IN RESPECT OF FISCAL YEAR 1994(1)
Individual Grants
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base Grant Date
OptionsEmployees forPrice(3)Expiration Present
Name Granted(#)(2) 1994(1) ($/Sh) DateValue($)(4)
<S> <C> <C> <C> <C> <C>
Carl H. Lindner -0- - - - -
Keith E. Lindner -0- - - - -
Steven G. Warshaw 80,000 4.6% $13.19 2/3/15 $410,000
Robert F. Kistinger 30,000 1.7% $13.19 2/3/15 $154,000
Jos P. Stalenhoef 15,000 .9% $13.19 2/3/15 $ 77,000
<FN>
(1) Options were granted February 3, 1995, based on performance in 1994.
(2) Options vest over a ten year period with 9% immediately exercisable on the date of the grant and
an additional 9% exercisable on each anniversary of the grant date thereafter until February 3, 2005
when the remaining 10% will be exercisable.
(3) Exercise price is equal to the fair market value (average of the high and low selling prices on the
New York Stock Exchange) of shares of Chiquita's Common Stock on the date of grant.
(4) The grant date present value was calculated using a variation of the Black-Scholes option pricing
model. The assumptions used in the model included (a) an expected Chiquita stock price
<PAGE> 10
volatility of .43; (b) a risk-free interest rate of 7.8%; and (c) a dividend yield of 1.6%. In addition,
the Black-Scholes model output was modified by (a) a 10% discount to reflect the non-
transferability of the options and (b) a 25% discount to reflect the risk of forfeiture (5% per year
probability) due to restrictions on exercise of the option in accordance with the ten year vesting
provisions. Whether the assumptions used will prove accurate cannot be known at the date of
grant. The actual value, if any, will depend on the market price of the Company's Common Stock
on the date of exercise.
</FN>
</TABLE>
<TABLE>
Option Exercises, Holdings and Year-End Values
The following table summarizes the value of all outstanding options for the named executive officers as of
December 31, 1994.
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1994
AND 1994 YEAR-END OPTION VALUE
Number of Securities
Shares UnderlyingValue of Unexercised
Acquired Unexercised OptionsIn-the-Money Options
on Valueat December 31, 1994at December 31, 1994(1)
Name Exercise RealizedExercisableUnexercisableExercisableUnexercisable
<S> <C> <C> <C> <C> <C> <C>
Carl H. Lindner -0- $-0- 37,200 12,800 $139,365 $-0-
Keith E. Lindner -0- $-0- 30,000 -0- $139,365 $-0-
Steven G. Warshaw -0- $-0- 91,050 143,950 $114,907 $198,525
Robert F. Kistinger -0- $-0- 196,850 123,150 $ 48,441 $153,350
Jos P. Stalenhoef -0- $-0- 42,930 113,220 $ 35,353 $152,631
<FN>
(1) Does not include options granted in February 1995, based on performance in 1994.
(2) Value is calculated as the difference between the fair market value of the Common Stock on December
31, 1994 ($13.3125 per share) and the exercise price of the options.
</FN>
</TABLE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors (the
"Committee") is composed of Jean Head Sisco and Oliver W. Waddell
who are independent outside directors. The Committee is charged with
responsibility for reviewing the performance and establishing the
individual compensation of the executive officers named in the Summary
Compensation Table ("Executive Officers"), as well as approving the
compensation of other key executives. The Committee also establishes
general compensation policies and standards for reviewing management
performance. In carrying out this function, the Committee ensures that
the Company's compensation philosophy is appropriate to its business
and is implemented effectively through its various policies and programs.
Compensation Philosophy
The Company's compensation philosophy is to motivate and
reward the achievement of long-term growth in shareholder value. To
achieve this objective, the Company has adopted a program called the
Total Compensation System which is designed to: (i) base cash and
non-cash rewards on both individual and Company performance; (ii)
encourage stock ownership in order
<PAGE> 11
to align the interests of management with those of shareholders; and (iii)
emphasize the importance of management's commitment to the long-
term success of the Company.
The program has three basic elements of compensation - base
salary, bonus awards and stock options - which are designed to attract,
motivate and retain dedicated, talented people who are capable of
achieving the Company's long-term objectives. These three elements
of total compensation are reviewed annually in connection with the
appraisal of each manager's performance against pre-established goals
and objectives as well as the Company's performance during the year.
The program is used to establish the total compensation of managers at
many levels of the Company, including each of the Executive Officers,
except for the Chief Executive Officer ("CEO") whose compensation is
discussed below.
Compensation of Executive Officers Other Than CEO
The primary factors considered by the Committee in establishing
the total annual cash compensation (salary plus bonus award) of each
Executive Officer except for the CEO are: (i) the responsibilities of the
position; (ii) the executive's potential impact on the annual financial and
longer-term strategic results of the Company; (iii) the long-term
contributions of the executive; and (iv) the performance against pre-
established objectives which emphasize business unit and/or total
Company financial results.
Base Salary. Base salaries are established according to each
executive's position, responsibilities and long-term contribution. Base
salaries are not adjusted annually but are adjusted only when the
Committee, after soliciting the opinions of senior management, judges
that an Executive Officer's responsibilities and/or long-term contribution
have changed sufficiently to warrant a change in base salary.
Bonus Awards. The Executive Officers' bonus awards are
determined in accordance with the Company's Management Incentive
Plan, an annual cash bonus incentive plan which covers most
management positions. Under the Plan, each management position has
an annual target bonus which is expressed as a percentage of base
salary and is principally determined according to the position's potential
impact on Company results. Base salary and target bonus are
coordinated so that the combined amount provides a total annual cash
compensation level which, in the Committee's judgment, is appropriate
for the position and the individual Executive Officer.
Bonus awards are determined by measuring the Executive Officer's
performance against annual objectives in the following three categories
(the relative weight assigned to each category is indicated in
parenthesis): (1) Team Profit Achievement Objectives (40%), which
include return on investment or similar objectives for the relevant
business unit(s); (2) Individual Profit Achievement Objectives (40%),
which include cost, revenue, volume, and quality objectives appropriate
to the individual; and (3) Management Achievement, Strategy and
Organization Development Objectives (20%), which include development
and implementation of business strategies and organizational
effectiveness programs.
Accomplishment of each objective is rated quantitatively and a
weighted average overall performance rating is calculated. The overall
performance rating determines the percentage of the target bonus to be
paid, subject to Compensation Committee review and approval. Actual
bonus awards may range from zero percent of the target bonus (for
overall performance which does not meet annual objectives) to 200
percent of target (for overall performance which far exceeds objectives).
The Plan provides for payout of approximately 100 percent of target
bonus if the overall annual performance objectives are met.
Stock Options. Stock options are used to reward past
performance and motivate future performance, especially long-term
performance. Stock options vest over a ten year period with
<PAGE> 12
nine percent exercisable immediately upon the grant date and an
additional nine percent exercisable on each anniversary of the grant until
the tenth anniversary when the final ten percent becomes exercisable.
The Company's options have a 20 year exercise period and are priced
at fair market value on the date of grant. The unusually long vesting and
exercise periods and market pricing are specifically intended to motivate
management decisions which will be in the shareholder's best long-term
interests and to aid in the retention of executive talent.
Targets for stock option awards are based on the capital value of
the grant (the number of stock options granted multiplied by the market
price of the option) and are established as a percentage of the targeted
total annual cash compensation (annual salary plus target bonus).
Relating stock option award targets to the capital investment required to
purchase an equivalent number of shares of stock is consistent with the
Company's philosophy that management should be rewarded when it is
successful in increasing the value of the Company's securities. Stock
option award targets increase as the responsibility, base salary and
target bonus of a position increases. The Company believes that market
comparisons are not meaningful for the Company's stock option award
targets because of the unusually long vesting and exercise periods of the
Company's options.
Actual stock option awards may be larger or smaller than award
targets depending on a number of factors which are considered by the
Committee, including the Executive Officer's performance against his
annual objectives (described above under Bonus Awards), changes in
responsibility, future potential, management succession, and the number
of stock options awarded to the Executive Officer in prior years.
Compensation of Chief Executive Officer in 1994
In 1994, Mr. Carl H. Lindner, Chairman and Chief Executive Officer,
received an annual base salary of $400,000 and did not receive either a
bonus or a stock option award. Mr. Lindner's base salary has remained
the same since 1988 and during that time, he has received no bonuses
or stock option awards, except for a stock option award of 20,000 shares
which was granted to each director in 1991. In establishing Mr.
Lindner's compensation for 1994, the Committee considered the fact that
Mr. Lindner had significant responsibilities as an executive officer of AFC
and its subsidiaries and affiliates. Although Mr. Lindner devoted time to
matters more directly related to other enterprises, the Committee
believes his total compensation from the Company for 1994 was
appropriate and reasonable. This judgment is based on the Committee's
conclusion that Mr. Lindner has fully and effectively discharged the
responsibilities of his position with the Company to the Company's
substantial benefit. The Committee believes that Mr. Lindner's strong
leadership, guidance and direction to the Company since he assumed
the position of Chairman of the Board and Chief Executive Officer in
1984 has contributed to the long-term growth in shareholder value, as
demonstrated by the graph on page 16 showing the cumulative total
shareholder return over the ten year period from 1984 to 1994.
Compensation of President and Chief Operating Officer in 1994
In 1994, Mr. Keith Lindner, President and Chief Operating Officer,
received a base salary of $1,030,000 which is the same salary he
received in 1992 and 1993. Mr. Lindner's base salary was set at its
current level in 1992 in recognition of his significant contributions to the
Company since 1984 when he first became associated with the
Company. The Committee established Mr. Lindner's 1994 target bonus
at 100 percent of his base salary in consideration of his potential impact
on the overall performance of the Company and the achievement of its
objectives. As a result of the Company's overall financial results for
1994, the Committee did not award Mr. Lindner a bonus for 1994. Mr.
Lindner received a bonus of $837,000 in 1993 and no bonus in 1992.
Mr. Lindner did not receive any stock options for 1994.
<PAGE> 13
Compensation of Other Executive Officers in 1994
The base salaries of Steven G. Warshaw, Robert F. Kistinger and
Jos P. Stalenhoef remained the same in 1994 as in 1993. The target
bonuses for these executives ranged from 70 percent to 100 percent of
base salary. While these Executive Officers as a group met or exceeded
many of their 1994 objectives, certain objectives related to the financial
performance of their respective business units were not achieved.
Consequently, the bonuses paid to these Executive Officers in 1994
totalled $737,500 as compared to $850,000 paid in 1993.
The Executive Officers received stock option awards for their
performance in 1994 totalling 125,000 shares compared to 200,000
shares granted to these executives in 1993. The awards were based on
a number of considerations specific to each individual, including the
target award level, the individual's contributions, any increase in
responsibilities and the total number of shares granted in previous
awards.
The Committee did not review or consider compensation surveys
when determining the 1994 bonus and stock option awards granted to
Executive Officers. The Committee's decisions were based on the
Committee's conclusion that several key 1994 objectives had been
achieved, such as the modification of the Company's capital structure by
the refinancing of outstanding debt to lower carrying costs, the
continued progress in reducing overhead costs, the further integration
of key business units to improve efficiencies of operation, the sale of
certain non-banana companies and the restructuring of the remaining
non-banana operations, and the development of long-range plans for
more ecologically-sound banana operations.
Tax Deductibility of Compensation Over $1 Million
Section 162(m) of the Internal Revenue Code, enacted in 1993,
generally disallows a tax deduction to public companies for
compensation over $1 million paid to the Company's chief executive
officer and four other highest paid executive officers. Qualifying
performance-based compensation will not be subject to the deduction
limit if certain requirements are satisfied. In 1994, the Company
amended its 1986 Stock Option and Incentive Plan to ensure that
compensation resulting from the exercise of stock options awarded
under the Plan will be fully deductible to the Company.
While the Company's bonus plan does not meet all of the
requirements for deductibility, the Committee believes that the bonus
plan is an effective means of delivering performance-based pay and is
an important part of the Company's Total Compensation System. The
Committee believes that at this time it would not be in the best interests
of the Company or its shareholders to change its Total Compensation
System, which applies to managers at many levels of the Company.
Thus, the Committee will continue to use the current system of managing
compensation of Executive Officers in 1995 but will continue to study the
future consequences of compliance with Section 162(m).
Compensation Committee:
Jean Head Sisco
Oliver W. Waddell
<PAGE> 14
COMMON STOCK PERFORMANCE GRAPHS
The following performance graphs compare Chiquita's cumulative
shareholder return over a five-year and ten-year period, assuming $100
invested at December 31, 1989 and December 31, 1984, respectively, in
Chiquita Common Stock, in the Standard & Poors Stock Index, and in
an industry group index of fourteen other fruit and vegetable companies.
The ten-year graph compares Chiquita's performance over the entire
period since 1984 when the current management assumed responsibility
for managing the Company. Total shareholder return is based on the
increase in the price of the stock and assumes the reinvestment of all
dividends. The industry group is composed of: Dole Food Co., Inc.,
Geest PLC, Fyffes PLC, The Albert Fisher Group PLC, Perkins Foods,
Stokely USA, Inc., Seneca Foods Corporation, United Foods, Inc., Dean
Foods Co., Orange-Co., Inc., Del Monte Royal Foods Ltd., Sylvan Foods
Holdings, Inc., Northland Cranberries, Inc. and Odwalla, Inc. Curtis-
Burns Foods Inc. has been deleted from the industry group because it
is no longer a publicly traded company and information is not available.
As a result, the industry group now also includes Del Monte Royal Foods
Ltd., Sylvan Foods Holdings, Inc., Northland Cranberries, Inc. and
Odwalla, Inc. Total return was weighted according to market
capitalization of each company at the beginning of each period.
<PAGE> 15
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1989-1994)
<S> <C> <C> <C> <C> <C> <C>
12/89 12/90 12/91 12/92 12/93 12/94
Chiquita 100 187 237 106 73 88
S&P 500 100 97 126 136 150 152
Fruit & 100 103 105 92 93 77
Veg. Related
</TABLE>
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1984-1994)
<S> <C> <C> <C> <C> <C> <C>
12/84 12/85 12/86 12/87 12/88 12/89
Chiquita 100 259 311 431 470 505
S&P 500 100 132 156 164 191 252
Fruit & 100 127 154 170 213 264
Veg. Related
12/90 12/91 12/92 12/93 12/94
Chiquita 944 1,196 534 369 442
S&P 500 244 318 343 377 382
Fruit & 283 272 209 222 197
Veg. Related
</TABLE>
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Chiquita and its subsidiaries have had and expect to continue to have
transactions with Chiquita's directors, officers, principal shareholders, their
affiliates and members of their families. Chiquita believes that the financial
terms of these transactions are comparable to those that would apply to
unrelated parties and are fair to Chiquita.
During 1987, a Chiquita subsidiary entered into a credit agreement which
provides for maximum borrowings of $26.5 million from a U.S. government
agency. Simultaneously, the agency assigned its rights under the agreement
to an AFC subsidiary. Borrowings bear interest at a rate of 7.75% per annum
to the AFC subsidiary and are guaranteed by the government agency. The
highest amount outstanding during 1994 was $6.0 million and the balance of
the loan was repaid in full in 1994.
During 1994, the Company and its subsidiaries, including John Morrell &
Co., sold meat products, bananas and juice products to Thriftway, Inc. and
United Dairy Farmers, Inc. for amounts totalling $16,938,000 and $285,000,
respectively. Richard E. Lindner, a brother of Carl H. Lindner and a director
of AFC, was the principal owner of Thriftway, Inc., during 1994. Robert D.
Lindner, a brother of Carl H. Lindner and a director of AFC, together with
members of his family, are the principal owners of United Dairy Farmers, Inc.
The Company estimates that its subsidiaries paid approximately $116,000 for
advertising time on radio and television stations owned by an AFC affiliate
during 1994.
In 1994, the Company paid approximately $208,000 to Provident Travel
Corporation for travel related services. Provident Travel Corporation is a
subsidiary of AFC.
In 1993, the Company entered into an arrangement for the sublease of office
space to AAG, a subsidiary of AFC. This arrangement expires in April 1998
and requires annual base rent of $297,126, plus operating expenses of
approximately $360,000. In 1994, the Company received a total of $654,000
pursuant to this sublease. Beginning March 1, 1995, AAG subleased
additional office space from the Company at an annual base rent of $56,918
plus operating expenses of approximately $60,000.
In 1994, the Company donated ten million bananas to the citizens of Russia
for which AFC reimbursed the Company $1.5 million.
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP served as the Company's
independent auditors for 1994. Ernst & Young LLP also serves as
independent auditors for AFC and many of its other subsidiaries. One or
more representatives of that firm will attend the Annual Meeting and will be
given the opportunity to comment, if they desire, and to respond to
appropriate questions that may be asked by shareholders. No auditor has yet
been selected for the current year, since it is Chiquita's practice not to
select independent auditors prior to the Annual Meeting.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent of the Company's equity securities, to file reports of
security ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange.
Officers, directors and beneficial owners of more than ten percent also are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
<PAGE> 17
Based upon a review of copies of such forms and written representations
from its executive officers and directors, the Company believes that all
Section 16(a) filing requirements were complied with during 1994.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition, the
Company will reimburse brokers or other persons holding stock in their
names or in the names of their nominees for charges and expenses in
forwarding proxies and proxy material to the beneficial owners. Solicitations
may also be made by officers and regular employees of the Company,
without additional compensation, by use of the mails, telephone, telegraph or
by personal calls. The Company has retained Kissel-Blake, Inc., New York,
New York, to assist in the distribution and solicitation of proxies at a cost of
$4,500 plus reasonable out-of-pocket expenses.
ANNUAL REPORT
The Company's annual report to shareholders, including financial statements,
for the fiscal year ended December 31, 1994 has previously been mailed to
shareholders.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholder proposals for the 1996 Annual Meeting of Shareholders must
be received in writing by the Secretary of the Company at the Company's
executive offices by December 8, 1995 in order to be considered for inclusion
in the proxy materials.
MISCELLANEOUS
The Company will send, without charge, a copy of the Company's
current annual report on Form 10-K to any holder of Common Stock or
Depositary Shares who makes a request in writing to Joseph W. Hagin
II, Vice President, Corporate Affairs, Chiquita Brands International, Inc.,
Chiquita Center, 250 East Fifth Street, Cincinnati, Ohio 45202.
By order of the Board of Directors,
Charles R. Morgan
Vice President, General Counsel and
Secretary
Cincinnati, Ohio
April 7, 1995
<PAGE> 18
CHIQUITA BRANDS INTERNATIONAL, INC.
Proxy for Annual Meeting
Registration Name and Address
P
R
O
X
Y
The undersigned hereby appoints Keith E. Lindner and Fred J. Runk, or either
of them, proxies of the undersigned, each with the power to appoint his
substitute, and authorizes them to represent and to vote, as designated
below, all shares of Common Stock and all Series C Shares which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders
of Chiquita Brands International, Inc. to be held May 10, 1995 at 10:00 a.m.,
and any adjournment of such meeting.
The Board of Directors recommends a vote FOR the following:
<TABLE>
<CAPTION>
1. Election of Directors:
<S> <C>
[ ]FOR AUTHORITY to elect[ ]WITHHOLD AUTHORITY
the nominees listed below to vote for all
(except those whose names nominees listed
have been crossed out) below
Carl H. Lindner Keith E. Lindner
S. Craig Lindner Fred J. Runk
Jean Head Sisco William W. Verity
Oliver W. Waddell Ronald F. Walker
</TABLE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment of the
meeting.
_____________________________________________________________
Dated: ___________, 1995Signature:______________________
Signature:______________________
(If held jointly) Important: Please sign exactly as name appears hereon
indicating, where proper, official position or representative capacity. In case
of joint holders, all should sign.
This proxy, when properly executed, will be voted in the manner dictated
herein by the above signed shareholder(s). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES
FOR DIRECTOR.
To vote your shares, please mark, sign, date and return this proxy card
using the enclosed envelope.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
