FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): August 1, 1996
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-1550 04-1923360
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
250 East Fifth Street, Cincinnati, Ohio 45202
(Address ofprincipal executive offices)
Registrant's telephone number, including area code:
(513) 784-8000
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted
from this Report.
Item 5. Other Events.
The Company is making this filing in order to place the
information contained herein on file with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
Reference is made to the Company's August 1, 1996 News Release
reporting operating results for the quarter ended June 30,
1996, attached as Exhibit 7(c)99.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
99.1 News Release of the Company issued August 1,
1996
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
Date: August 6, 1996 CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/William A. Tsacalis
William A. Tsacalis
Vice President
and Controller
3
<PAGE>
EXHIBIT 7(c)99.1
Chiquita Brands International
News Release
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES SECOND QUARTER RESULTS
AND DECLARES QUARTERLY DIVIDENDS
CINCINNATI, OHIO, August 1, 1996 -- Chiquita Brands
International, Inc. today reported income from continuing
operations for its second quarter ended June 30, 1996 of $43
million ($.68 per share) compared to $32 million ($.52 per
share) for the second quarter of 1995.
Net sales for the quarter decreased to $714 million from $728
million in 1995 primarily as a result of the December 1995
sale of Numar Costa Rica. The elimination of earnings from
this divested operation was more than offset by an improvement
in banana operating results which benefited from higher prices
and further improvements in delivered product costs. Second
quarter consolidated operating income increased by $5 million
to $75 million.
Net interest expense for the quarter was reduced by $6 million
as a result of sales of non-core assets in 1995.
In July 1996, the Company sold $100 million of $3.75
Convertible Preferred Stock and $150 million of 10 1/4% Senior
Notes due 2006, the proceeds of which were used primarily to
prepay its $220 million outstanding 11 1/2% Subordinated
Debentures.
Keith E. Lindner, President and Chief Operating Officer,
stated: "These results reflect the achievement of lower
operating costs and lower financing costs. In addition, our
cumulative deleveraging measures have produced a stronger
balance sheet with net debt representing half of Chiquita's
total capitalization. These improvements, together with our
ability to generate significant free cash flow in excess of
bottom line results, will further enhance Chiquita's financial
condition and earnings potential."
Net income for the 1996 second quarter was $38 million ($.59
per share) after an extraordinary charge of $6 million ($.09
per share) for the prepayment of its $66 million outstanding
10 1/2% Subordinated Debentures. In the second quarter of
4
<PAGE>
1995, earnings from Chiquita's discontinued meat business of
$.03 per share and an extraordinary charge related to debt
refinancings of $.07 per share were included in reported net
income of $29 million ($.48 per share).
For the first half of 1996, the Company earned $79 million
($1.25 per share) from continuing operations excluding first
quarter charges of $12 million ($.19 per share) for damage
caused by industry-wide flooding in Costa Rica. For the first
half of 1995, income from continuing operations was $66
million ($1.07 per share). 1996 first half net income,
including the flood and debt prepayment charges, was $62
million ($.97 per share). In the first six months of 1995,
income from discontinued meat operations of $.10 per share and
the extraordinary loss on debt refinancing of $.08 per share
were included in reported net income of $67 million ($1.09 per
share).
Separately, the Company declared quarterly dividends of $.05
per share on its common stock and $.7188 per share on its
Series A Preferred Stock and an initial dividend of $.4271 per
share on its recently issued Series B Preferred Stock. Each
dividend is payable as of September 7, 1996 to shareholders of
record at the close of business on August 21, 1996.
Chiquita is a leading international marketer, producer and
distributor of bananas and other quality fresh and processed
food products.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Joseph W. Hagin (513) 784-8866
5
<PAGE>
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
SUMMARY OF CONSOLIDATED OPERATIONS
FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(In thousands, except per share amounts)
Quarter Ended June 30, Six Months Ended June 30,
<S> <C> <C> <C>
1996 1995 1996 1995
Net sales $ 713,698 $ 727,519 $ 1,338,504 $ 1,401,788
========== ========== ============ ===========
Income from continuing
operations before unusual items $ 43,089 $ 32,095 $ 79,317 $ 65,694
Write-downs and costs
associated with Costa
Rica flood -- -- (12,000) --
Discontinued operations -- 2,035 -- 6,064
Extraordinary loss from
refinancing of debt (5,556) (4,713) (5,556) (4,713)
---------- ---------- ------------- -----------
Net income $ 37,533 $ 29,417 $ 61,761 $ 67,045
========== ========== ============ ============
Fully diluted earnings
per share:
- Income from continuing
operations before unusual
items $.68 $.52 $1.25 $1.07
- Write-downs and costs
associated with Costa
Rica Flood -- -- (.19) --
- Discontinued operations -- .03 -- .10
- Extraordinary loss (.09) (.07) (.09) (.08)
------- ------- ------- --------
- Net income $.59 $.48 $.97 $1.09
======= ======= ======= ========
Weighted average number
of common shares and
equivalents used to
calculate fully diluted
earnings per share 63,550 61,715 63,689 61,399
========= ========= ========= =========
Quarterly results are subject to significant seasonal variations and are not necessarily indicative of
the results of operations for a full fiscal year.
</TABLE>
<PAGE>
