SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1996 Number 1-1550
CHIQUITA BRANDS INTERNATIONAL, INC.
Incorporated under the I.R.S. Employer I.D.
Laws of New Jersey No. 04-1923360
250 East Fifth Street, Cincinnati, Ohio 45202
(513) 784-8000<PAGE>
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 3. Exhibits
See Index of Exhibits (page 4) for a listing of all exhibits filed
with this Annual Report on Form 10-K, as amended.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized
on June 24, 1997.
CHIQUITA BRANDS INTERNATIONAL, INC.
By /s/ William A. Tsacalis
William A. Tsacalis
Vice President and Controller<PAGE>
CHIQUITA BRANDS INTERNATIONAL, INC.
Index of Exhibits
Exhibit
Number Description
*3-a Second Restated Certificate of Incorporation, filed as Exhibit
3(a) to Quarterly Report on Form 10-Q for the quarter ended June
30, 1994, as amended by the Certificate of Amendment establishing
the terms of the Series B Preferred Stock, filed as Exhibit 3(a)
to Quarterly Report on Form 10-Q for the quarter ended June 30,
1996
*3-b By-Laws, filed as Exhibit 3-b to Annual Report on Form 10-K for
the year ended December 31, 1992
*4 Indenture dated as of February 15, 1994 between the Company and
The Fifth Third Bank, Trustee, with respect to Senior Debt
Securities, under which the Company s 9 1/8% Senior Notes due 2004
and the Company s 10 1/4% Senior Notes due 2006 have been issued
(incorporated by reference to Exhibit 4(c) of Registration
Statement 333-00789), as supplemented by the First Supplemental
Indenture dated as of June 15, 1994 (incorporated by reference to
Exhibit 6(a)99(c) to Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994) and by the Second Supplemental Indenture
dated as of July 15, 1996 (incorporated by reference to Exhibit 4
to Quarterly Report on Form 10-Q for the quarter ended June 30,
1996); and as further supplemented by the Certificate of the Vice
President and Controller of the Company establishing the terms of
the 9 1/8% Senior Notes (incorporated by reference to Exhibit
7(c)(3) to Current Report on Form 8-K dated February 8, 1994) and
by the Terms of 10 1/4% Senior Notes approved by the Executive
Committee of the Board of Directors of the Company (incorporated
by reference to Exhibit 7(c)99.6 to Current Report on Form 8-K
dated July 22, 1996)
*10-a Lease of Lands and Operating Contract between United Brands
Company, Chiriqui Land Company, Compania Procesadora de Frutas and
the Republic of Panama, dated January 8, 1976, effective January
1, 1976, filed as Exhibit 10-a to Annual Report on Form 10-K for
the year ended December 31, 1993
*10-b Agreement dated January 11, 1996 effective January 1, 1996 between
Tela Railroad Company and the Honduran National Railroad, filed as
Exhibit 10-b to Annual Report on Form 10-K for the year ended
December 31, 1995
*10-c Stock Purchase Agreement dated December 20, 1995 between
Smithfield Foods, Inc. ("Smithfield") and the Company filed as
Exhibit 7.1 to Schedule 13D dated December 20, 1995 filed by the
Company and certain other persons with respect to Smithfield
common stock<PAGE>
**10-d Credit Agreement dated December 31, 1996 among Chiquita Brands
International, Inc., The First National Bank of Boston, as
administrative agent, and the financial institutions which are
lenders thereunder relating to the Company s $125 million
revolving credit facility
Executive Compensation Plans
**10-e 1986 Stock Option and Incentive Plan, as amended
*10-f Individual Stock Option Plan and Agreement, filed as Exhibit 4 to
Registration Statement on Form S-8 No. 33-25950 dated December 7,
1988
*10-g Amended and Restated Deferred Compensation Plan, filed as Exhibit
10-f to Annual Report on Form 10-K for the year ended December 31,
1995
**10-h Deferred Compensation Plan for Board of Directors of Chiquita
Brands International, Inc. dated January 1, 1997
**11 Computation of Earnings Per Common Share
**12 Computation of Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends
**13 Chiquita Brands International, Inc. 1996 Annual Report to
Shareholders (pages 25 through 50 and page 52)
**21 Subsidiaries of Registrant
**23 Consent of Independent Auditors
**24 Powers of Attorney
**27 Financial Data Schedule
99 Annual Report on Form 11-K for the Chiquita Savings and Investment
Plan for 1996.
* Incorporated by reference.
** Previously filed with Securities and Exchange Commission.<PAGE>
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1996 Number 1-1550
CHIQUITA SAVINGS AND INVESTMENT PLAN
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
Page(s)
Report of Independent Auditors 1
Financial Statements
Statement of Net Assets Available for
Benefits as of December 31, 1996 and 1995 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 1996, 1995 and 1994 3
Notes to Financial Statements 4 - 10
Supplemental Schedules
Assets Held for Investment at December 31, 1996 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1996 Schedule 2
Signature
Exhibit
Consent of Independent Auditors Exhibit 1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee of the
Chiquita Savings and Investment Plan
We have audited the accompanying statements of net assets available for
benefits of the Chiquita Savings and Investment Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statements of changes in net
assets available for benefits for each of the three years in the period
ended December 31, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan at December 31, 1996 and 1995, and changes in net assets available
for benefits for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as of December 31,
1996 and reportable transactions for the year then ended are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 20, 1997<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Investments, at fair value:
Chiquita Brands International, Inc.
capital stock, $.33 par value $ 18,511,993 $18,441,033
Kaufmann Fund 10,164,379 --
Vanguard Index Trust 500 Portfolio Fund 6,445,433 5,018,845
Morley Stable Value Fund 5,713,439 --
Invesco Select Income Fund 920,664 --
Loans to participants 822,328 745,387
Fidelity Puritan Fund 539,455 --
Schwab Institution Advantage Money Fund 106,223 --
Fidelity Magellan Fund -- 8,626,006
Chemical Bank - Temporary Investment Fund -- 6,684,355
----------- ----------
Total investments 43,223,914 39,515,626
Contributions receivable:
Participant 154,932 97,844
Company 74,100 120,190
Accrued investment income -- 21,038
----------- ----------
Net assets available for benefits $ 43,452,946 $39,754,698
=========== ==========
</TABLE>
See accompanying notes to financial statements.<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Investment income:
Dividends $ 933,744 $ 860,497 $562,556
Interest 55,553 446,893 394,584
Net appreciation in fair value of investments 1,676,899 3,185,954 1,403,413
Contributions:
Participant 2,794,945 2,727,084 2,825,783
Company (net of forfeitures of $67,653 in
1996, $128,765 in 1995 and $125,879
in 1994):
Cash -- 566,403 1,314,917
Chiquita Brands International, Inc.
capital stock, $.33 par value 2,796,459 2,405,559 1,526,000
Rollovers 210,283 81,165 78,069
Transfer of assets from merged plans -- 94,535 --
---------- ---------- ----------
8,467,883 10,368,090 8,105,322
Less: distributions to participants (4,769,635) (2,933,600) (2,718,667)
---------- ---------- ----------
Increase in net assets available
for benefits 3,698,248 7,434,490 5,386,655
Net assets available for benefits:
Beginning of the year 39,754,698 32,320,208 26,933,553
---------- ---------- ----------
End of the year $ 43,452,946 $ 39,754,698 $32,320,208
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF THE PLAN
The following description of the Chiquita Savings and Investment Plan
(the "Plan") provides only general information. Participants should refer
to the Plan documents for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan covering substantially all
full-time and part-time domestic salaried employees of Chiquita Brands
International, Inc. (the "Company") and its subsidiaries who have
completed two months of service and have attained the age of 21. During
1995, the Theodoredis and Sons Banana Company Profit Sharing Plan and the
D. Theodoredis and Sons 401(k) Plan were merged into the Plan. Although
it is anticipated that the Plan will continue indefinitely, the Board of
Directors of the Company can amend, suspend or terminate the Plan provided
such action does not reduce accrued benefits of any participant.
The assets of the Plan at December 31, 1996 are held by Charles
Schwab Trust Company (the "Trustee"). Effective February 21, 1997, the
Plan changed its trustee to Star Bank Trust Financial Services. Pending
investment in each fund's primary investment vehicle (see "Investment
Options"), the Trustee may invest monies temporarily in short-term
investments.
Participant Accounts
Participants may have up to six accounts under the Plan - an
"Employee Before-Tax Contributions Account," an "Employee After-Tax
Contributions Account," a "Rollover Contributions Account," a "Non-
elective Contributions Account," a "Matching Contributions Account" and,
with respect to former participants of certain merged plans, a "Profit
Sharing Contributions Account." The participant's Employee Accounts and
Rollover Contributions Account reflect all employee before-tax, after-tax
and rollover contributions, and the income, gains, losses, withdrawals,
distributions and expenses attributable to such contributions. The Profit
Sharing Contributions Account reflects company profit sharing
contributions of certain merged plans and the income, gains, losses,
withdrawals, distributions and expenses attributable to such
contributions. The Non-elective Contributions Account reflects a Company
contribution in an amount equal to the participant's unspent employee
credits contributed from the Company's separate welfare benefits plan
("Non-elective Contributions") and the income, gains, losses, withdrawals,
distributions and expenses attributable to such contributions. The
Employee Before-Tax Contributions Account has two sub-accounts - the
"Participant Restricted Contributions Account" and the "Participant
Non-restricted Contributions Account." Contributions are allocated to
these sub-accounts based on the participant's election as to how the
contributions are to be invested (see "Participant Contributions").<PAGE>
The Matching Contributions Account reflects the participant's share
of Company contributions and the income, gains, losses, withdrawals,
distributions and expenses attributable to such contributions. The
Matching Contributions Account has two sub-accounts - a Company Restricted
Contributions Account and a Company Non-restricted Contributions Account
(see "Company Contributions").
Participant Contributions
Participants may elect to defer as a Before-Tax Contribution any
whole percentage of their compensation from 1% to 12%. Prior to 1989,
participants could also elect to make After-Tax Contributions. The first
6% of compensation contributed to the Plan ("Eligible Participant
Contributions") is eligible for employer matching contributions.
The Plan limits the maximum amount of Before-Tax Contributions which
may be made by a participant in any plan year to 12% of compensation,
subject to the non-discrimination standards of the Internal Revenue Code
(the "Code"). Participants' taxable compensation is reduced by the amount
of Before-Tax Contributions, and such amount is contributed to the Plan on
their behalf by the Company. A participant's Before-Tax Contributions in
any one year are also limited to a fixed dollar maximum ($9,500 for 1996
and $9,240 for 1995 and 1994) as specified by the Code in Internal Revenue
Service ("IRS") notices.
Participant contributions, except for Eligible Participant
Contributions to the Chiquita Capital Stock Fund (see "Investment
Options"), are allocated to the Participant Non-restricted Contributions
Account. Eligible Participant Contributions to the Chiquita Capital Stock
Fund are placed in the Participant Restricted Contributions Account.
Effective July 1, 1996, such contributions are transferred to the
Participant's Non-restricted Contributions Account on the second
anniversary of the first day of the Plan year in which the contributions
were made. Prior to July 1, 1996, such contributions became non-
restricted on the third anniversary of the first day of the Plan year in
which the contributions were made.
The Plan also accepts rollover contributions ("Rollovers") from other
qualified plans or from certain individual retirement accounts. Rollovers
are credited to a participant's Rollover Contributions Account, are
treated in a manner similar to Before-Tax Contributions for Plan
accounting and federal income tax purposes, and are not eligible for
matching contributions by the Company.
Company Contributions
For each Plan year, the Company makes a Basic Matching Contribution
and may make a Discretionary Matching Contribution and a Stock Incentive
Matching Contribution, as described below. All such contributions are
based on Eligible Participant Contributions. The Company's matching
contributions, which are subject to the non-discrimination standards of
the Code, and Non-elective Contributions are allocated to the Company
Restricted Contributions Account and invested in the Chiquita Capital
Stock Fund.<PAGE>
Basic Matching Contributions For each Plan year, the Company makes
a Basic Matching Contribution equal to 50% (or such higher percentage
as the Plan Administrative Committee may in its discretion announce)
of Eligible Participant Contributions. The Basic Matching
Contribution amounted to 50% of Eligible Participant Contributions in
each of 1996, 1995 and 1994.
Discretionary Matching Contributions At the end of or during the
year, the Company may, at its discretion, make an additional
contribution to the account of each participant who is actively
employed by the Company on the last day of the Plan year. The
Discretionary Matching Contribution amounted to 85% in 1996 and 1995
and 70% in 1994 of Eligible Participant Contributions.
Stock Incentive Matching Contributions The Company may contribute
an additional matching contribution for Eligible Participant
Contributions invested in the Chiquita Capital Stock Fund. The Stock
Incentive Matching Contribution was 40% in 1996 and 50% in 1995 and
1994. The amount of the Stock Incentive Match is reviewed each
year. Participants are notified prior to the beginning of the next
Plan year if the amount of the Stock Incentive Match changes.
All Company contributions since June 30, 1989 and all Non-elective
Contributions have been allocated to the Company Restricted Contributions
Account and invested in the Chiquita Capital Stock Fund. Effective August
31, 1996, such restricted Company contributions are transferred to a
Company Non-Restricted Contributions Account on the second anniversary of
the first day of the Plan year in which the contributions were made.
Prior to August 31, 1996, participants in the Plan for 10 years could
direct up to 25% of their Company Restricted Contributions Account into
one or more of the Plan's other investment funds during the first four
years after attaining age 55 and up to 50% beginning in the fifth year
after attaining age 55.
Under the Code, a participant's annual Before-Tax Contributions,
After-Tax Contributions, employer matching contributions and Non-elective
Contributions for any calendar year cannot exceed the lesser of a fixed
dollar amount ($30,000 for 1996, 1995 and 1994) or 25% of the
participant's compensation for that calendar year.
Investment Options
Participants in the Plan may invest their contributions in one or
more of the following investment funds:
1. Morley Stable Value Fund - designed to offer protection of principal
while providing a reasonable rate of current income through
investment in guaranteed investment contracts. On January 1, 1996,
the Morley Stable Value Fund replaced the Safety of Principal Fund
which had invested in fixed-income securities. <PAGE>
2. Vanguard Index Trust 500 Portfolio Fund - seeks long-term growth of
capital and income through investment in a portfolio of large-
capitalization common stocks designed to reflect the investment
performance of the Standard & Poor's 500 Composite Stock Price Index.
Prior to January 1, 1996, participants could contribute to the
Conservative Equity Fund, which invested in the Vanguard Index Trust
500 Portfolio Fund.
3. Kaufmann Fund - beginning January 1, 1996, participants can
contribute to the Kaufmann Fund, which seeks capital appreciation
through investment in common stocks, convertible preferred stocks and
bonds. Prior to January 1, 1996, participants could contribute to
the Growth Equity Fund, which invested in the Fidelity Magellan Fund.
4. Chiquita Capital Stock Fund - invests in capital stock of the
Company.
5. Invesco Select Income Fund - invests in debt securities of which at
least 50% are of medium investment grade or higher as rated by
established rating services. On January 1, 1996, the Invesco Select
Income Fund replaced the Chiquita Fixed Income Fund which had
invested in debt securities of the Company.
6. Fidelity Puritan Fund - beginning January 1, 1996, participants can
contribute to the Fidelity Puritan Fund, which invests in a
diversified portfolio of debt and equity securities.
During 1992, the Chiquita Depositary Share Fund was established in
connection with the Company's issuance of Mandatorily Exchangeable
Cumulative Preference Stock, Series C, represented by $1.32 depositary
shares (the "Depositary Shares"), in exchange for shares of its capital
stock. In 1995, the Depositary Shares converted back into shares of
capital stock which are maintained in the Chiquita Capital Stock Fund.
The Plan Administrative Committee (the "Plan Administrator") may
change any of the investment funds offered to participants at its
discretion.
At December 31, 1996, there were 1,036 participants in the Plan. The
number of participants in each of the respective funds is presented below:
<TABLE>
<CAPTION)
<S> <C>
Morley Stable Value Fund 416
Vanguard Index Trust 500 Portfolio Fund 597
Kaufmann Fund 709
Chiquita Capital Stock Fund 825
Invesco Select Income Fund 235
Fidelity Puritan Fund 103
/TABLE
<PAGE>
Vesting
Participants are always fully vested in their Employee Accounts.
Prior to July 1, 1995, participants generally vested in Company
contributions and related earnings at a rate of 20% for each year of
participation in the Plan. Effective July 1, 1995, Company contributions
and the related earnings with respect to each Plan year generally become
vested at a rate of 20% for each year of service to the Company. A
participant also becomes fully vested immediately at age 65 or as a result
of retirement on or after attaining age 65, death or disability.
The non-vested portions of a terminating participant's Company
Accounts are forfeited and used to reduce future Company contributions.
Withdrawals, Distributions and Loans
A participant's contributions, including all income and loss thereon,
may be withdrawn only in limited circumstances, as permitted by the Code.
Upon termination of service, participants may apply to receive a
distribution of the vested portion of their account balance in a lump-sum
amount or leave their account balance in the Plan until age 65.
Distributions consist of cash or Company stock from the Chiquita Capital
Stock Fund and cash from all other investment funds. In addition, other
forms of distribution are permitted for participants' account balances
from merged plans, including qualified joint and survivor annuities and
monthly installment payments.
Participants may, with the approval of the Plan Administrator, borrow
amounts from certain of their accounts subject to conditions and terms as
set forth by the Plan Administrator.
SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
The Company's stock is valued at the last sales price reported on the
New York Stock Exchange on the day of valuation. Loans to participants
are valued at cost, which approximates fair value. Other investments are
valued at market. Pending investment in each fund's primary investment
vehicle, investments are held in the Trustee's short-term investment fund
(in the form of cash and equivalents) and are valued at cost plus accrued
interest, which approximates market.
Securities Transactions
Purchases and sales of investments are recorded on a trade date
basis.
Dividend and Interest Income
Dividend income is recorded on the ex-dividend date and interest
income is recorded on an accrual basis.<PAGE>
Administrative Services
While it has no obligation to do so, the Company has provided certain
administrative services and has paid professional fees for the benefit of
the Plan.
TAXES
The Internal Revenue Service ruled on November 11, 1996, that the
Plan maintained its qualified status under section 401(a) of the Code, and
that its related Trust is exempt from taxes under section 501(a) of the
Code. The Plan, as amended, is operating in accordance with all current
provisions of the Code and ERISA.
Pursuant to section 404(a) of the Code, contributions made by the
Company under the Plan are deductible for income tax purposes and
Before-Tax Contributions made by the participant are not subject to
federal income tax in the year in which such contributions are made. As
long as the Plan is qualified, under federal income tax laws and
regulations, participants will not be taxed on employer contributions or
earnings on all amounts in their Employee Accounts until such time as they
receive a distribution from the Plan, and the Plan will not be taxed on
its dividend and interest income or any capital gains realized by it or
any unrealized appreciation of investments within each fund.
FINANCIAL STATEMENTS VERSUS FORM 5500 FILING DIFFERENCE
The net assets available for benefits have not been reduced for
distributions payable to participants. As a result, net assets available
for benefits as reported in these financial statements are greater than as
reported on Form 5500 by $230,520, $1,388,192 and $540,796 at December 31,
1996, 1995 and 1994, respectively. The net assets available for benefits
as reported on Form 5500 reflect a payable for distributions to
participants of the above amounts in accordance with Form 5500 filing
instructions.<PAGE>
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
<TABLE>
<CAPTION>
DECEMBER 31, 1995
Safety of Chiquita
Principal Conservative Growth Capital
Fund Equity Fund Equity Fund Stock Fund
<S> <C> <C> <C> <C>
Investments $ 5,644,362 $ 5,018,845 $ 8,730,928 $ 18,482,236
Contributions receivable:
Participant 8,572 20,105 39,588 26,429
Company 120,190
Accrued investment income 18,644 25 217 916
---------- ---------- ---------- ----------
Net assets available
for benefits at
December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
Chiquita
Fixed
Income Loans to
Fund Participants Total
<S> <C> <C> <C>
Investments $ 871,704 $ 767,551 $ 39,515,626
Contributions receivable:
Participant 3,150 97,844
Company 120,190
Accrued investment income 1,236 21,038
---------- ---------- ----------
Net assets available
for benefits at
December 31, 1995 $ 876,090 $ 767,551 $ 39,754,698
========== ========== ==========
/TABLE
<PAGE>
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
<TABLE>
<CAPTION>
DECEMBER 31, 1996
Morley Chiquita
Stable Value Vanguard Kaufmann Capital
Fund Index Fund Fund Stock Fund
<S> <C> <C> <C> <C>
Investments $ 5,713,439 $ 6,445,433 $ 10,164,379 $ 18,618,216
Contributions receivable:
Participant 15,938 34,117 48,411 47,483
Company 74,100
---------- ---------- ---------- ----------
Net assets available
for benefits at
December 31, 1996 $ 5,729,377 $ 6,479,550 $ 10,212,790 $ 18,739,799
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1996
Invesco Fidelity
Select Loans to Puritan
Fund Participants Fund Total
<S> <C> <C> <C> <C>
Investments $ 920,664 $ 822,328 $ 539,455 $ 43,223,914
Contributions receivable:
Participant 3,959 5,024 154,932
Company 74,100
---------- ---------- ---------- ----------
Net assets available
for benefits at
December 31, 1996 $ 924,623 $ 822,328 $ 544,479 $ 43,452,946
========== ========== ========== ==========
/TABLE
<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Safety of Chiquita
Principal Conservative Growth Capital
Fund Equity Fund Equity Fund Stock Fund
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1993 $ 5,917,247 $ 3,162,028 $ 5,638,339 $ 10,316,947
Investment income:
Dividends 107,198 234,518 187,882
Interest 274,496 239 329 8,580
Net appreciation (depreciation)
in fair value of investments (36,874) (69,050) (356,465) 1,907,195
Contributions:
Participant 336,825 494,572 907,567 968,227
Company, net (56) (220) (683) 2,843,357
Rollovers 2,190 28,517 38,802 8,499
Distributions to participants (604,971) (422,194) (643,883) (903,036)
Transfer (to) from other funds (200,581) 73,386 298,411 (34,669)
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1994 5,688,276 3,374,476 6,116,935 15,302,982
</TABLE>
<TABLE>
<CAPTION>
Chiquita Chiquita
Fixed Depositary
Income Loans to Share
Fund Participants Fund Total
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1993 $ 775,086 $ 749,896 $ 374,010 $ 26,933,553
Investment income:
Dividends 32,958 562,556
Interest 67,750 42,900 290 394,584
Net appreciation (depreciation)
in fair value of investments (54,406) 13,013 1,403,413
Contributions:
Participant 118,592 2,825,783
Company, net (181) (1,300) 2,840,917
Rollovers 61 78,069
Distributions to participants (40,761) (80,654) (23,168) (2,718,667)
Transfer (to) from other funds (28,662) (55,111) (52,774) 0
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1994 837,479 657,031 343,029 32,320,208
/TABLE
<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Safety of Chiquita
Principal Conservative Growth Capital
Fund Equity Fund Equity Fund Stock Fund
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1994 5,688,276 3,374,476 6,116,935 15,302,982
Investment income:
Dividends 113,231 506,284 215,751
Interest 300,044 124 275 9,636
Net appreciation in fair
value of investments 88,484 1,198,291 1,789,903 42,347
Contributions:
Participant 323,467 470,595 842,945 976,954
Company, net 2,971,962
Rollovers 9,908 3,843 32,704 33,941
Transfer of assets from merged plans 94,535
Distributions to participants (642,975) (293,707) (488,040) (1,317,784)
Transfer (to) from other funds (190,161) 172,122 (30,273) 393,982
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Chiquita Chiquita
Fixed Depositary
Income Loans to Share
Fund Participants Fund Total
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1994 837,479 657,031 343,029 32,320,208
Investment income:
Dividends 25,231 860,497
Interest 89,499 47,248 67 446,893
Net appreciation in fair
value of investments 31,467 35,462 3,185,954
Contributions:
Participant 113,123 2,727,084
Company, net 2,971,962
Rollovers 769 81,165
Transfer of assets from merged plans 94,535
Distributions to participants (84,044) (81,435) (25,615) (2,933,600)
Transfer (to) from other funds (112,203) 144,707 (378,174) 0
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1995 $ 876,090 $ 767,551 $ 0 $ 39,754,698
========== ========== ========== ==========
/TABLE
<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Morley Chiquita
Stable Vanguard Kaufmann Capital
Value Fund Index Fund Fund Stock Fund
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1995 $ 5,671,578 $ 5,038,975 $ 8,770,733 $ 18,629,771
Investment income:
Dividends 138,971 428,946 268,376
Interest
Net appreciation (depreciation)
in fair value of investments 313,337 989,966 1,486,704 (1,101,969)
Contributions:
Participant 280,893 570,976 899,199 895,549
Company, net 2,796,459
Rollovers 15,382 63,760 91,450 13,760
Distributions to participants (690,784) (646,495) (1,309,349) (1,811,862)
Transfer (to) from other funds 138,971 323,397 (154,893) (950,285)
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1996 $ 5,729,377 $ 6,479,550 $ 10,212,790 $ 18,739,799
========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Invesco Fidelity
Select Loans to Puritan
Fund Participants Fund Total
<S> <C> <C> <C> <C>
Net assets available for
benefits at December 31, 1995 $ 876,090 $ 767,551 $ 0 $ 39,754,698
Investment income:
Dividends 52,957 44,494 933,744
Interest 55,553 55,553
Net appreciation (depreciation)
in fair value of investments (15,802) 4,663 1,676,899
Contributions:
Participant 83,967 64,361 2,794,945
Company, net 2,796,459
Rollovers 8,284 17,647 210,283
Distributions to participants (147,550) (154,907) (8,688) (4,769,635)
Transfer (to) from other funds 66,677 154,131 422,002 0
---------- ---------- ---------- ----------
Net assets available for
benefits at December 31, 1996 $ 924,623 $ 822,328 $ 544,479 $ 43,452,946
========== ========== ========== ==========
/TABLE
<PAGE>
<TABLE> SCHEDULE 1
<CAPTION>
CHIQUITA SAVINGS AND INVESTMENT PLAN
ASSETS HELD FOR INVESTMENT**
DECEMBER 31, 1996
Current
Issue Description Cost Value
<S> <C> <C> <C>
* Chiquita Brands International,
Inc. capital stock, $.33 par value 1,451,921 shares $ 22,633,029 $ 18,511,993
Kaufmann Fund 1,740,476 shares 8,892,290 10,164,379
Vanguard Index Trust 500
Portfolio Fund 93,196 shares 4,372,433 6,445,433
Morley Stable Value Fund 476,768 shares 5,439,564 5,713,439
Invesco Select Income Fund 140,559 shares 924,626 920,664
* Loans to Participants Interest rates range from
7.0% to 11.5%; maturities
range from 1 to 10 years 822,328 822,328
Fidelity Puritan Fund 31,291 shares 536,373 539,455
* Schwab Institution Advantage
Money Fund 106,223 shares 106,223 106,223
---------- ----------
$ 43,726,866 $ 43,223,914
========== ==========
* Denotes party-in-interest
** This schedule includes those assets required to be
reported under Department of Labor regulations and Form 5500
Item 27(a).
/TABLE
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2
CHIQUITA SAVINGS AND INVESTMENT PLAN
REPORTABLE TRANSACTIONS**
FOR THE YEAR ENDED DECEMBER 31, 1996
Number Proceeds
Description of Type of of Shares Purchase from Cost of Net
Investments Transaction or Units Price Sales Assets Gain (Loss)
<S> <C> <C> <C> <C> <C> <C>
Category 1 (individual transactions):
* Chemical Bank - Temporary
Investment Fund Sale 6,693,965 $6,693,965 $6,693,965
Fidelity Magellan Fund Sale 100,326 8,626,006 6,620,385 $2,005,621
Morley Stable Value Fund Purchase 510,660 $5,792,520
Kaufmann Fund Purchase 1,685,090 8,290,642
Category 2 (series of transactions other than securities transactions):
None
Category 3 (series of securities transactions):
* Chiquita Brands Intl, Purchase/In-kind 322,623 4,228,195
Inc. capital stock Sale 211,868 2,986,654 3,377,948 (391,294)
Morley Stable Value Fund Purchase 611,627 6,972,058
Kaufmann Fund Purchase 2,091,593 10,637,504
Category 4 (other transactions):
None
* Denotes party-in-interest
** This schedule reports those assets purchased and/or sold during the
current year that are in excess of 5% of the fair value of Plan
assets as of January 1, 1996 as required by Department of Labor
regulations and Form 5500 Item 27(d).
/TABLE
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
CHIQUITA SAVINGS AND INVESTMENT PLAN
Date: June 24, 1997 By: /s/ John Powers
John Powers, Secretary of the
Plan Administrative Committee<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-2241, 33-16801, 33-42733 and 33-56572) pertaining
to the Chiquita Savings and Investment Plan and in the related Prospectus of
our report dated June 20, 1997, with respect to the financial statements and
schedules of the Chiquita Savings and Investment Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1996.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 20, 1997<PAGE>
