March 6, 1996
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Current Report on Form 8-K
Dear Sir or Madam:
Transmitted for filing via EDGAR with this letter is a Current Report on Form
8-K (Date of Report: February 26, 1996) of Chiquita Brands International, Inc.
(the "Company").
Please contact the undersigned at (513) 784-8616 if you have any questions.
Very truly yours,
/s/Barbara Wagner
Assistant General Counsel<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): February 26, 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 of principal executive offices)
Registrant's telephone number, including area code: (513) 784-8011<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 February
26, 1996 News Release reporting 1995 operating results, 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 February 26, 1996.<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: March 5, 1996 CHIQUITA BRANDS INTERNATIONAL, INC.
By /s/ William A. Tsacalis
William A. Tsacalis
Vice President and Controller
<PAGE>
Exhibit 7(c) 99.1
Chiquita Brands International, Inc. News Release
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES 1995 EARNINGS
CINCINNATI, OHIO, February 26, 1996 -- Chiquita Brands
International, Inc. today announced 1995 operating results.
Earnings from continuing operations for the year ended December
31, 1995 before unusual and non-recurring items were $8.7
million, or $.01 per share, compared with a loss of $16.8 million
($.46 per share) in the prior year.
Chiquita's 1995 net income was $9.2 million, or $.02 per share,
after including the following unusual and non-recurring items:
- A net gain of $19 million ($.36 per share) from asset
redeployments as part of a program to improve shareholder
value through the divestiture of non-core operations and
through cost reductions in the Company's core business.
- A loss of $11 million ($.21 per share) from the Company's
discontinued Meat Division operations, which were sold in
December. This loss includes a $15 million non-cash charge
for pension liabilities assumed by the buyer.
- Extraordinary charges totaling $8 million ($.14 per share)
from debt refinancings in connection with the Company's
ongoing program to improve its balance sheet and reduce
interest costs.
In 1994, the Company reported a net loss of $71.5 million ($1.51
per share) which included $67 million ($1.30 per share) of
charges and losses resulting primarily from strike-related farm
closings and writedowns in Honduras and the substantial reduction
of the Company's Japanese "green" banana trading operations; $36
million ($.69 per share) of income from discontinued Meat
Division operations; and a $23 million ($.44 per share)
extraordinary charge from debt prepayments.
The 1995 results before unusual and non-recurring items reflect
higher banana pricing in markets outside the European Union
("EU"), the favorable effect of foreign exchange on European
sales, earnings improvements from other food products and reduced
net interest expense. These favorable effects were partially
offset by higher banana operating costs resulting from the
implementation of the banana Framework Agreement between the EU,<PAGE>
Colombia and Costa Rica, higher paper costs, and lower EU banana
prices late in the year. These lower EU prices were brought
about by the inappropriate overissuance of special import
licenses to European-based banana companies under the pretext of
relief from hurricane damage sustained in the Caribbean.
Net sales for the year (excluding sales of the discontinued Meat
Division) were $2.6 billion, compared to $2.5 billion for 1994.
For its 1995 fourth quarter, Chiquita reported a loss from
continuing operations before unusual and non-recurring items of
$42.9 million ($.83 per share) compared to a loss of $59.8
million ($1.18 per share) in the fourth quarter of 1994.
Net sales for the quarter were $595 million compared to $608
million for the same period in 1994.
Commenting on the year's results, Keith E. Lindner, President and
Chief Operating Officer, stated: "1995 represented a year in
which Chiquita improved its operating results in spite of the
formidable and egregious obstacles presented by the EU's banana
import regime and the related Framework Agreement. Progress is
also being made in our program to improve shareholder value
through asset redeployments and balance sheet deleveraging. We
have completed sales of our Meat Division and other non-core
operations and are continuing to work on further reductions in
interest and operating costs. We are also pressing on all fronts
in our fight to achieve equity for Chiquita and the Latin
American banana industry through the re-establishment of a fair,
equitable and transparent banana system consistent with
international principles of free trade."
Chiquita is a leading international marketer, processor and
producer of quality food products.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Joseph W. Hagin (513) 784-8866<PAGE>
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
SUMMARY OF CONSOLIDATED OPERATIONS
FOR THE QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(In thousands, except for per share amounts)
Quarter Ended Twelve Months Ended
December 31, December 31,
1995 1994 1995 1994
--------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net sales $ 595,199 $ 608,334 $ 2,565,992 $ 2,505,826
========= =========== =========== ===========
Income (loss) from continuing operations
before unusual, non-recurring and
extraordinary items $ (42,947) $ (59,838) $ 8,669 $ (16,811)
Unusual and non-recurring items 13,500 (10,300) 19,300 (67,500)
Income (loss) from continuing ----------- ----------- ---------- ----------
operations (29,447) (70,138) 27,969 (84,311)
Discontinued operations (14,548) 35,611 (11,197) 35,611
Income (loss) before ------------ ----------- ----------- ----------
extraordinary item (43,995) (34,527) 16,772 (48,700)
Extraordinary loss from debt
refinancings (2,847) -- (7,560) (22,840)
------------ ----------- ----------- -----------
Net income (loss) $ (46,842) $ (34,527) $ 9,212 $ (71,540)
============ =========== =========== ==========
Less: dividends on Series A
preferred stock (2,066) (2,066) (8,266) (7,232)
----------- ----------- ---------- ----------
Net income (loss) on common
shares $ (48,908) $ (36,593) $ 946 $ (78,772)
=========== =========== ========== ==========
Fully diluted earnings (loss) per share:
- Before unusual, non-recurring and
extraordinary items $ (.83) $ (1.18) $ .01 $(.46)
- Unusual and non-recurring items .25 (.20) .36 (1.30)
- Continuing operations (.58) (1.38) .37 (1.76)
- Discontinued operations (.27) .68 (.21) .69
- Income (loss) before
extraordinary item (.85) (.70) .16 (1.07)
- Extraordinary loss (.06) -- (.14) (.44)
Net income (loss) (.91) (.70) .02 (1.51)
Weighted average number of common
shares and equivalents 53,923 52,316 53,761 52,033
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>
