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
<PAGE>
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:
_________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________
(3) Filing Party:
_________________________________________
(4) Date Filed:
_________________________________________
<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 8, 1996
To Our Shareholders:
You are invited to attend the 1996 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 8, 1996, for the following purposes:
(1) To elect seven directors; and
to consider any other matters that may properly come before
the meeting or any adjournment of the meeting.
Sincerely,
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
March 29, 1996
<PAGE>
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>
Chiquita Brands International, Inc.
Annual Meeting of Shareholders
May 8, 1996
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is being furnished in connection
with the solicitation of proxies by the Board of Directors of
Chiquita Brands International, Inc. ( Chiquita or the
Company ) for use at the Annual Meeting of Shareholders to be
held at 10:00 a.m. on Wednesday, May 8, 1996, and any
adjournment of the meeting. This Proxy Statement, the proxy
card and the Company s 1995 Annual Report to Shareholders are
being mailed to shareholders on or about March 29, 1996. At
the Annual Meeting, shareholders will be asked to elect seven
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 22, 1996, the record date for determining
shareholders entitled to notice of and to vote at the meeting
(the "Record Date"), the Company had one class of voting
securities outstanding consisting of 55,175,436 shares of
Capital Stock, $.33 par value ("Common Stock"). A holder of
Common Stock is entitled to one vote on each matter submitted
to the meeting for each share of Common Stock held of record
by such holder as of the Record Date.
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
judgment as to the best interests of the Company.
<PAGE>
<PAGE>
Voting of Shares Held by Certain Plan Trustees and Custodians
Shares of Common Stock held in the Chiquita Dividend
Reinvestment Plan are voted by the registered holders of such
shares. The whole shares held in the Plan account as well as
shares registered in the shareholder's name are voted on a
single card provided to each participant in the Plan.
If a shareholder participates in the Chiquita Savings and
Investment Plan (the "Savings Plan"), 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 trustee or custodian for the plan. Shares held in
these three plans are voted by the respective trustee or
custodian 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
proxy cards are signed and returned by the participants.
However, if participants in the Savings Plan do not vote their
shares by returning their proxy cards, their shares will be
voted by the trustee in the same proportion as shares that are
voted by other participants in the Savings Plan.
PRINCIPAL SHAREHOLDERS
As of the Record Date, the only persons known by the
Company to be the beneficial owners of more than five percent
of the outstanding Common Stock of the Company are:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Beneficial Percent
Beneficial Owner Ownership of Class
<S> <C> <C>
American Financial Group, Inc. 23,996,295(1) 43.5%
and its subsidiaries ( AFG )
One East Fourth Street
Cincinnati, Ohio 45202
FMR Corp., and its subsidiaries ( FMR ) 3,934,869(2) 7.1%
82 Devonshire Street
Boston, Massachusetts 02109
<FN>
(1) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner, Keith E. Lindner, and trusts for their benefit
(collectively, the "Lindner Family"), the beneficial owners of 44% of AFG's common stock, share with AFG
voting and dispositive power with respect to the shares of Chiquita's Common Stock owned by AFG. AFG and the
Lindner Family may be deemed to be controlling persons of the Company.
<PAGE>
(2) In a Schedule 13G filed February 14, 1996, FMR reported that, through its wholly-owned subsidiaries, Fidelity
Management & Research Company (a registered investment adviser to various investment companies) and Fidelity
Management Trust Company (a bank serving as investment manager for various institutional accounts), it has
sole power to dispose or direct the disposition of 3,934,869 shares of Common Stock and has sole power to vote
or direct the voting of 1,052,677 of these shares.
</FN>
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of the
Company's Common Stock and $2.875 Non-Voting Cumulative
Preferred Stock, Series A (the "Series A Shares"),
beneficially owned as of the Record Date by each current
director, by each Named Executive Officer identified in this
Proxy Statement, and by all directors and executive officers
as a group.
<TABLE>
<CAPTION>
Common Stock Series A Shares
Percent Percent
Name of Beneficial Owner Shares(1)(2) of Class Shares of Class
<S> <C> <C> <C> <C>
Robert F. Kistinger 243,376 (3) *
Carl H. Lindner 24,037,376 (3)(4) 43.5%
Keith E. Lindner 24,036,101 (3)(4) 43.5%
Fred J. Runk 127,217 (3) *
Jean Head Sisco 27,645 *
Jos P. Stalenhoef 73,217 (3) *
William W. Verity 5,400 *
Oliver W. Waddell 6,700 *
Ronald F. Walker 42,645 *
Steven G. Warshaw 139,008 (3) * 100 *
All directors and executive
officers as a group
(12 persons) 24,850,731 (3)(5) 44.4% 100 *
_______________
* Less than 1% of outstanding shares
<FN>
(1) Unless otherwise noted, the holder has full voting and dispositive power with respect to the shares listed.
(2) Includes shares of Common Stock which the person or group has the right to acquire within 60 days after the
Record Date, through the exercise of stock options granted under Company stock option plans, in the following
amounts: Robert F. Kistinger, 235,070 shares; Carl H. Lindner, 9,000 shares; Keith E. Lindner, 30,000 shares;
Fred J. Runk, 114,000 shares; Jean Head Sisco, 12,645 shares; Jos P. Stalenhoef, 62,280 shares; William W.
Verity, 5,400 shares; Oliver W. Waddell, 2,700 shares; Ronald F. Walker, 42,645 shares; Steven G. Warshaw,
134,400 shares; and all directors and executive officers as a group, 738,725 shares.
(3) Does not include shares acquired in the Company's Savings and Investment Plan after December 31, 1995, as to
which information is not yet available.
3
<PAGE>
(4) Includes as to Carl H. Lindner and Keith E. Lindner, 23,996,295 shares of Common Stock held by AFG and its
subsidiaries. Carl H. Lindner and Keith E. Lindner beneficially own shares of AFG common stock as follows:
6,793,226 (11.5% of outstanding shares), and 6,210,207 (10.5% of outstanding shares), respectively. See
"Principal Shareholders."
<PAGE>
(5) The 23,996,295 shares of Common Stock held by AFG and included in the holdings of both Carl H. Lindner and
Keith E. Lindner (as described in footnote 4 above) are counted only once in the total number of shares of
Common Stock owned by all directors and executive officers as a group.
</FN>
</TABLE>
In addition to the AFG common stock owned by Carl H. Lindner
and Keith E. Lindner, directors and executive officers of the
Company owned as of the Record Date, or had the right to
acquire within 60 days after the Record Date through the
exercise of stock options, shares of common stock of AFG as
follows: Fred J. Runk, 2,516 shares; Jos P. Stalenhoef, 1,000
shares; Ronald F. Walker, 44,524 shares; and Steven G.
Warshaw, 100 shares (the ownership of each of such persons
represents less than 1% of the outstanding common stock of
AFG). All directors and executive officers as a group owned
or had the right to acquire 13,193,120 shares of AFG common
stock, which represents 22% of the total outstanding shares.
Additionally, Fred J. Runk owned preferred stock of American
Financial Corporation, a subsidiary of AFG ( AFC ), as
follows: 3,097 shares of AFC Series F Preferred Stock and 66
shares of AFC Series G Preferred Stock (the foregoing
represent less than 1% of the outstanding shares of each of
AFC's Series F and Series G Preferred Stock).
ELECTION OF DIRECTORS
The Board of Directors has nominated seven 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
seven nominees.
Nominees for Director
The nominees for election as a director are CARL H. LINDNER,
KEITH E. LINDNER, FRED J. RUNK, JEAN HEAD SISCO, WILLIAM W.
VERITY, OLIVER W. WADDELL and RONALD F. WALKER.
The following biographical information has been furnished by
the nominees.
Carl H. Lindner, a director of the Company since 1976, has
been Chairman of the Board of Directors and Chief Executive
Officer since 1984. He is also Chairman of the Board and
Chief Executive Officer of AFG, a holding company formed in
4
<PAGE>
1995 which, through its subsidiaries, is engaged principally
in the businesses of specialty and multi-line property and
casualty insurance and the sale of tax-deferred annuities.
For over 35 years, Mr. Lindner has been Chairman of the Board
and Chief Executive Officer of AFC, which became a subsidiary
of AFG in 1995. Mr. Lindner also serves as Chairman of the
Board of the following companies: American Annuity Group, Inc.
( AAG ), American Financial Enterprises, Inc. ( AFEI ),
American Premier Underwriters, Inc. ( APU ) and Citicasters
Inc. AFG owns a substantial ownership interest (over 35%) in
each of these companies. Age 76.
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 Vice Chairman of the Board of
AFG, AFC and APU. Age 36.
<PAGE>
Fred J. Runk, a director since 1984, was a Vice President of
the Company from 1984 to March 1996 and was its Chief
Financial Officer from 1984 to 1994. Mr. Runk is Senior Vice
President and Treasurer of AFG, and has served as Vice
President and Treasurer of AFC for more than five years. He
is also a director of AFEI. Age 53.
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 American Funds Tax
Exempt Series I, K-Tron International, The Neiman Marcus
Group, Inc., Santa Fe Pacific Gold Corporation, Textron Inc.,
and Washington Mutual Investors Fund. Age 70.
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 subsidiaries, ENCOR
Technologies, Inc. and Compression, 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 37.
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 65.
Ronald F. Walker, a director since 1984, is Vice Chairman of
Great American Insurance Company, an AFG subsidiary, and was
President and Chief Operating Officer of AFC from 1984 until
5
<PAGE>
April 1995. He was President and Chief Operating Officer of
Chiquita from 1984 to 1989. He is also a director of AAG,
AFEI and Tejas Gas Company. Age 57.
Carl H. Lindner is Keith E. Lindner s father.
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
The seven nominees receiving the highest number of votes
will be elected as directors. Abstentions (including
instructions to withhold authority to vote for one or more
nominees) and broker non-votes will be 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 AFG intends to vote its
shares "FOR" all of the nominees.
<PAGE>
THE BOARD OF DIRECTORS
During 1995, Chiquita's Board of Directors held four
meetings and took action by unanimous written consent once.
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 he or she served during 1995.
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. Carl H. Lindner, Keith E. Lindner and
Ronald F. Walker are the 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
to shareholders 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 1995, the
6
<PAGE>
Executive Committee held no meetings but took action by
unanimous written consent ten times.
Audit Committee. Jean Head Sisco, William W. Verity and
Oliver W. Waddell are the members of the Audit Committee. 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 1995, the Audit
Committee held five meetings with members of the Company s
management and internal audit staff and met with the Company's
independent auditors at three of those meetings.
Compensation Committee. The members of the Compensation
Committee are Jean Head Sisco, William W. Verity 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 four meetings
during 1995.
Board Compensation
Directors who are not employees of the Company 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 and Oliver W. Waddell each receive $15,000
per year as members of both the Audit and Compensation
Committees.
<PAGE>
Pursuant to the Company's 1986 Stock Option and Incentive
Plan, each non-employee director receives a non-qualified
stock option grant for 10,000 shares of the Company's Common
Stock on the date first elected a director and receives an
additional stock option grant for 10,000 shares each year
thereafter. All options awarded to non-employee directors
have an exercise price per share equal to the market price of
the Common Stock on the date of grant. The options have a 20-
year term and vest over a ten-year period, with 9% of the
7
<PAGE>
shares exercisable on the date of grant and an additional 9%
exercisable on each anniversary of the grant date, except in
the tenth year when the remaining 10% become exercisable.
EXECUTIVE COMPENSATION
Summary Information
The following table summarizes the annual and long-term
compensation of the Chairman of the Board and Chief Executive
Officer and the four other most highly paid executive officers
of the Company (collectively, the Named Executive Officers )
for the fiscal years 1995, 1994 and 1993. A report on
executive compensation by the Compensation Committee of the
Board of Directors appears on page 10 of this Proxy Statement.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Securities
Underlying All Other
Name and Annual Compensation Stock Option Compensation
Principal Position Year Salary($)(1) Bonus($)(1)(2) Grants(# of Shares)(2) ($)(3)
____________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
Carl H. Lindner 1995 $ 268,846 (4)(5) -0- -0- $ 1,902
Chairman of the Board 1994 415,000 (4) -0- -0- 4,452
and Chief Executive 1993 410,000 (4) -0- -0- 8,102
Officer
____________________________________________________________________________________
Keith E. Lindner 1995 $ 935,000 (6) $ -0- -0- $21,346
President and Chief 1994 1,030,000 -0- -0- 19,727
Operating Officer 1993 1,030,000 837,000 -0- 18,141
____________________________________________________________________________________
Steven G. Warshaw 1995 $ 350,000 $450,000 75,000 $15,685
Executive Vice 1994 300,000 330,000 80,000 14,256
President, Chief 1993 300,385 360,000 80,000 13,382
Administrative Officer
and Chief Financial Officer
____________________________________________________________________________________
Robert F. Kistinger 1995 $ 300,000 $425,000 30,000 $46,908
Senior Executive 1994 300,000 250,000 30,000 59,053
Vice President, 1993 300,385 325,000 60,000 52,966
Chiquita Banana
Group (Worldwide)
____________________________________________________________________________________
Jos P. Stalenhoef 1995 $ 250,000 $175,000 14,000 $32,633
President 1994 250,000 157,500 15,000 26,772
Chiquita Banana, 1993 250,192 165,000 60,000 24,214
8
<PAGE>
North American Division
____________________________________________________________________________________
<FN>
(1) Includes amounts deferred under the Company's Deferred Compensation Plan.
(2) 1995 bonuses were paid, and 1995 stock options were granted, in February 1996, based on performance in 1995.
(3) Amounts disclosed for 1995 are comprised of the following:
(a) Company contributions to the Savings and Investment Plan: Keith E. Lindner, $16,650; Steven G. Warshaw,
$12,150; Robert F. Kistinger, $12,150; and Jos P. Stalenhoef, $12,150.
(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: Jos P. Stalenhoef, $9,112.
(c) Above market interest (assuming the highest rate payable under the Company's Deferred Compensation Plan, which
has a graduated interest schedule conditioned upon continuation of service) calculated (but not paid or
currently payable) on deferred compensation: Keith E. Lindner, $4,618; Steven G. Warshaw, $1,645; Robert F.
Kistinger, $32,583; and Jos P. Stalenhoef, $10,975.
<PAGE>
(d) Term life insurance premiums paid by the Company: Carl H. Lindner, $1,902; Keith E. Lindner, $78; Steven G.
Warshaw, $1,890; Robert F. Kistinger, $2,175; and Jos P. Stalenhoef, $396.
(4) Includes amounts received as Chairman of Executive Committee of $15,000 in 1995 and 1994 and $10,000 in 1993.
(5) Carl Lindner s annual salary was $400,000 until April 1995 when it was reduced at his request to $200,000.
(6) Keith E. Lindner s annual salary was $1,030,000 until April 1995 when it was reduced at his request to
$900,000.
</FN>
</TABLE>
Stock Option Grants
The following table contains information concerning grants
of stock options to the Named Executive Officers under the
Company's 1986 Stock Option and Incentive Plan.
<TABLE>
<CAPTION>
OPTION GRANTS FOR 1995(1)
Individual Grants
Number of
Securities % of Total
Underlying Options Exercise
Options Granted to or Base Grant Date
Granted Employees for Price Expiration Present
Name (# of Shares)(2) 1995(1) ($/Sh)(3) Date(4) Value($)(5)
<S> <C> <C> <C> <C> <C>
9
<PAGE>
Carl H. Lindner -0- - - - -
Keith E. Lindner -0- - - - -
Steven G. Warshaw 75,000 4.3% $13.50 2/6/16 $386,000
Robert F. Kistinger 30,000 1.7% $13.50 2/6/16 $155,000
Jos P. Stalenhoef 14,000 .8% $13.50 2/6/16 $ 72,000
<FN>
(1) Options were granted February 6, 1996, based on performance in 1995.
(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 6, 2006 when the remaining 10% will be
exercisable. In the event of death, disability or retirement, options are fully exercisable by optionee or
optionee s legal representative for one year following such event or until the normal expiration date of the
option, whichever occurs first.
(3) Represents the market price of a share of Chiquita Common Stock on the date of grant (calculated as the average of
the high and low selling prices on the New York Stock Exchange).
(4) Subject to earlier termination in case of termination of employment.
(5) 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 volatility of .42; (b) a risk-free
interest rate of 6.6%; and (c) a dividend yield of 1.5%. 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>
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,
1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1995
AND 1995 YEAR-END OPTION VALUE(1)
Number of Securities
Underlying
Shares Unexercised Options Value of Unexercised
Acquired at December 31, 1995 In-the-Money Options
on Value (# of Shares) at December 31, 1995($)(2)
Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
10
<PAGE>
Carl H. Lindner 30,000 $158,115 9,000 11,000 $ -0- $ -0-
Keith E. Lindner -0- $ -0- 30,000 -0- $154,365 $ -0-
Steven G. Warshaw -0- $ -0- 118,575 196,425 $169,718 $254,406
Robert F. Kistinger -0- $ -0- 229,670 120,330 $161,078 $182,387
Jos P. Stalenhoef -0- $ -0- 59,670 111,480 $ 67,781 $172,353
<FN>
(1) Does not include options granted in February 1996, based on performance in 1995.
(2) Value is calculated as the difference between the market price of the Common Stock on December 31, 1995 ($13.8125
per share) and the exercise prices of the unexercised 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, William W. Verity
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
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.
11
<PAGE>
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 annual 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 necessarily 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 (the MIP ), an annual cash bonus incentive
plan which covers most management positions. Under the MIP,
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
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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-related
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 indicates a range of
percentages of target bonus for use in determining the actual
bonus. The actual bonus is approved by the Committee after
consultation with and review of the recommendations of the
President and Chief Operating Officer and the Executive Vice
President, Chief Administrative Officer and Chief Financial
Officer. 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 MIP 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 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
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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 for 1995
For 1995, Mr. Carl H. Lindner, Chairman and Chief Executive
Officer, received a reduced base salary and did not receive a
bonus or stock option award. Since 1988, Mr. Lindner has not
received any salary increases, bonuses or stock option awards,
except for a stock option award for 20,000 shares which was
granted to each director in 1991. The reduction in Mr.
Lindner s annual salary, from $400,000 to $200,000 (effective
April 1995), was approved by the Committee in accordance with
Mr. Lindner s request. In establishing Mr. Lindner's
compensation for 1995, as in years past, the Committee
considered the fact that Mr. Lindner had significant
responsibilities as an executive officer of American Financial
Group, Inc. and its subsidiaries and affiliates. Although Mr.
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<PAGE>
Lindner devoted time to matters more directly related to other
enterprises, the Committee believes his total compensation
from the Company for 1995 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. Moreover, the Committee
believes that Mr. Lindner s strong leadership, guidance and
direction to the Company since he became Chairman and Chief
Executive Officer in 1984 has contributed to long-term growth
in shareholder value, as demonstrated by the graph on page 15
showing the cumulative total shareholder returns over the 11-
year period from 1984 to 1995.
Compensation of President and Chief Operating Officer for 1995
The Committee had established Mr. Keith E. Lindner's 1995
bonus target at 100 percent of his base salary in
consideration of his potential impact on the overall
performance of the Company. Although the Committee believed
that the award of a 1995 bonus for Mr. Lindner would have been
appropriate, particularly in view of the Company s return to
profitability in 1995 and its strategic sale during the year
of the remainder of the meat business and certain other non-
core businesses, the Committee acceded to Mr. Lindner s
request that he not be awarded a bonus for 1995. Also in
accordance with Mr. Lindner s request, the Committee approved
a reduction in his annual salary to $900,000 (effective April
1995) from its previous level of $1,030,000, which had been
established by the Committee in recognition of his significant
contributions to the Company since 1984 when he first became
associated with the Company, and did not grant him any stock
options for 1995.
Compensation of Other Executive Officers for 1995
The base salary of Steven G. Warshaw was increased from
$300,000 to $350,000 in 1995 in consideration of Mr. Warshaw s
increased responsibilities upon becoming Chief Financial
Officer in 1994 and in recognition of his significant long-
term contribution to the Company. The base salaries of Robert
F. Kistinger and Jos P. Stalenhoef remained the same in 1995
as in 1994. The 1995 MIP target bonuses for these Executive
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Officers ranged from 70 percent to 100 percent of base salary.
For 1995, each Executive Officer met his particular MIP Team
Profit Achievement Objectives and met or exceeded his MIP
Individual Profit Achievement Objectives and Management
Achievement, Strategy and Organization Development Objectives.
While the objectives and achievements were specific to each
individual, they included improvements in operating results
and achievement of organizational efficiencies for the
Company s banana business, refinancing of long-term debt to
reduce costs and extend maturities, and the sale of the
remainder of the meat business and certain other non-core
businesses. The Committee s application of the resulting
overall performance ratings produced 1995 bonuses for these
individuals ranging from 100% to 142% of target.
The Executive Officers received stock options for 1995
performance for a total of 119,000 shares, compared to 125,000
shares for 1994. 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
covered by previous grants.
The Committee did not review or consider compensation
surveys when determining the 1995 bonus and stock option
awards to Executive Officers.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public companies for annual
compensation over one million dollars paid to a public
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. This limitation will not
apply for 1995 because no executive officer was paid more than
one million dollars in 1995.
While the Company's MIP bonus plan does not meet all of the
performance based requirements for deductibility, the
Committee believes that the bonus plan is an effective means
of delivering performance- based pay and is an important part
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<PAGE>
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 1996 but will continue to study the future
consequences of compliance with Section 162(m).
Compensation Committee:
Jean Head Sisco
William W. Verity
Oliver W. Waddell
COMMON STOCK PERFORMANCE GRAPHS
The following performance graphs compare Chiquita's
cumulative shareholder returns over a five-year and eleven-
year period, assuming $100 invested at December 31, 1990 and
December 31, 1984, respectively, in Chiquita Common Stock, in
the Standard & Poors 500 Stock Index, and in an industry group
index of fourteen other fruit and vegetable companies. The
eleven-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.
Total return was weighted according to market capitalization
of each company at the beginning of each period.
(Description of Graphs included in Proxy Statement)
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
CUMULATIVE TOTAL RETURNS (1990-1995)
<S> <C> <C> <C> <C> <C> <C>
12/90 12/91 12/92 12/93 12/94 12/95
17
<PAGE>
Chiquita 100 127 57 39 47 48
S&P 500 100 130 140 155 157 215
Fruit & Veg. 100 103 92 91 75 87
Related
CHIQUITA BRANDS INTERNATIONAL, INC.
CUMULATIVE TOTAL RETURNS (1984-1995)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
12/84 12/85 12/86 12/87 12/88 12/89 12/90 12/91 12/92 12/93 12/94 12/95
Chiquita 100 259 311 431 470 505 944 1,196 534 369 442 453
S&P 500 100 132 156 164 191 252 244 318 343 377 382 526
Fruit & 100 127 154 170 213 264 283 272 209 222 197 229
Veg. Related
</TABLE>
<PAGE>
CERTAIN TRANSACTIONS
The Company and its subsidiaries (including John Morrell
& Co. which was sold in December, 1995), sold meat products
and bananas to Thriftway, Inc. (during the first three months
of 1995) and United Dairy Farmers, Inc. ( UDF ) (for the full
year 1995) for amounts totaling $4,567,000 and $288,000,
respectively. Richard E. Lindner, a brother of Carl H.
Lindner, was the principal owner of Thriftway, Inc. until
March 1995, when he sold the business. Robert D. Lindner,
Sr., a brother of Carl H. Lindner, together with members of
his family, are the principal owners of UDF.
The Company estimates that its subsidiaries paid
approximately $152,000 for advertising time on radio and
television stations owned by an AFG affiliate during 1995.
In 1995, the Company paid approximately $155,000 to
Provident Travel Corporation for travel related services.
Provident Travel Corporation is a subsidiary of AFG.
In 1995, the Company received payments of approximately
$900,000 from AAG, an AFG subsidiary, for the sublease of
office space and the use of the Company cafeteria.
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During 1995, the Company paid approximately $60,000 to
The Cincinnatian Hotel, which is owned by a subsidiary of AFG,
for room rentals and use of meeting facilities.
Chiquita believes that the financial terms of the above
described transactions were comparable to those that would
apply to unrelated parties and were fair to Chiquita.
INDEPENDENT AUDITORS
The accounting firm of Ernst & Young LLP served as the
Company's independent auditors for 1995. Ernst & Young LLP
also serves as independent auditors for AFG and its
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.
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 and for 1995, except for a Form 5
for the year ended December 31, 1995 for Carl H. Lindner which
was inadvertently filed after the due date by the Company s
administrative staff which takes responsibility for filing
Section 16(a) reports for Mr. Lindner and other officers and
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directors. The Form 5 reported Mr. Lindner s exempt exercise
of a stock option for 30,000 shares in December 1995.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the
Company. In addition, the Company will reimburse brokers,
custodians, nominees and fiduciaries for their charges and
expenses in forwarding proxies and proxy material to the
beneficial owners of shares held of record by such persons.
Solicitation of proxies will be made by management of the
Company, without additional compensation, through the mail, in
person, or by telephone, telegraph or facsimile. The Company
has also retained Kissel-Blake, Inc., New York, New York to
assist in the distribution and solicitation of proxies for a
fee 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,
1995 is being mailed with this Proxy Statement.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholder proposals for the 1997 Annual Meeting of
Shareholders must be received in writing by the Secretary of
the Company at the Company's executive offices by November 30,
1996 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 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,
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Robert W. Olson
Vice President, General Counsel and
Secretary
Cincinnati, Ohio
March 29, 1996
<PAGE>
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 Robert W.
Olson, 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 which the undersigned would be entitled to vote
at the Annual Meeting of Shareholders of Chiquita Brands
International, Inc. to be held May 8, 1996 at 10:00 a.m., and
any adjournment of such meeting.
The Board of Directors recommends a vote FOR the following:
1. Election of directors:
__ 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
Fred J. Runk Jean Head Sisco
William W. Verity Oliver W. Waddell
Ronald F. Walker
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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: ___________, 1996 Signature: _______________________
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 directed 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, you must mark, sign, date and return this
proxy card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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