<PAGE>
- --------------------------------------------------------------
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, 1998 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
--------
<TABLE>
<CAPTION>
Page(s)
------
<S> <C>
Report of Independent Auditors 1
- ------------------------------
Audited Financial Statements
- ----------------------------
Statement of Net Assets Available for
Benefits as of December 31, 1998 and 1997 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 1998 and 1997 3
Notes to Financial Statements 4 - 11
Supplemental Schedules
- ----------------------
Schedule of Assets Held for Investment Purposes 12
Schedule of Reportable Transactions 13 - 14
Signature 15
- ---------
Exhibit
- -------
Consent of Independent Auditors Exhibit 1
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee of the
Chiquita Savings and Investment Plan
We have audited the accompanying statement of net assets
available for benefits of the Chiquita Savings and Investment
Plan as of December 31, 1998 and 1997, and the related
statement of changes in net assets available for benefits for
the years then ended. 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, 1998 and
1997, and the changes in net assets available for benefits for
the years then ended, 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 purposes as of December 31, 1998 and reportable
transactions for the year then ended, are presented for
purposes of additional analysis and are not a required part of
the financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These supplemental schedules are
the responsibility of the Plan's management. 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 18, 1999
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1997
------------ -----------
<S> <C> <C>
Investments, at fair value:
Chiquita Brands International,
Inc. common stock,
$.01 par value $14,544,249 $22,267,539
Putnam S&P 500 Index Fund 14,044,922 --
Putnam New Opportunities Fund 11,985,494 --
Putnam Stable Value Fund 6,062,770 --
Putnam Asset Allocation:
Balanced Portfolio 2,358,152 --
Putnam Income Fund 1,383,052 --
Putnam International Growth
Fund 314,127 --
Putnam Voyager Fund 297,392 --
The Putnam Fund for Growth
and Income 292,352 --
Franklin Templeton Small Cap
Growth Fund 214,582 --
Putnam Asset Allocation:
Conservative Portfolio 153,623 --
Putnam Asset Allocation:
Growth Portfolio 82,024 --
Kaufmann Fund -- 12,030,897
Vanguard Index Trust 500
Portfolio Fund -- 10,002,703
Morley Stable Value Fund -- 5,940,284
Fidelity Puritan Fund -- 1,620,791
Invesco Select Income Fund -- 1,467,484
Participant loans receivable 887,594 882,576
Star Bank Money Fund Plus -- 9,007
----------- -----------
Total investments 52,620,333 54,221,281
Cash -- 143,740
Contributions receivable:
Participant 36,548 173,091
Company 1,853,025 53,722
Accrued investment income -- 57,423
----------- -----------
Net assets available
for benefits $ 54,509,906 $ 54,649,257
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1998 1997
----------- ----------
<S> <C> <C>
Investment income:
Dividends $ 1,369,741 $ 992,453
Interest 84,482 74,663
Net appreciation (depreciation)
in fair value of assets (3,971,486) 8,474,728
Contributions:
Participant 3,083,608 2,926,321
Company (net of forfeitures
of $146,955 in 1998 and
$87,039 in 1997) 3,032,278 3,023,985
Rollovers 41,657 117,764
----------- ----------
3,640,280 15,609,914
Less: Distributions to
participants (3,779,631) (4,413,603)
----------- -----------
Increase (decrease) in net
assets available
for benefits (139,351) 11,196,311
Net assets available for
benefits:
Beginning of the year 54,649,257 43,452,946
----------- -----------
End of the year $ 54,509,906 $ 54,649,257
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<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 Summary Plan
Description 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 participating subsidiaries who have
completed two months of service and have attained the age of
21. Although it is anticipated that the Plan will continue
indefinitely, the Board of Directors of the Company can amend,
suspend or terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, active participants
will become 100% vested in their accounts.
Effective October 1, 1998, the Plan changed its trustee
from Star Bank Trust Financial Services to Putnam Investments
(the "Trustee"). 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:
<TABLE>
<CAPTION>
Account Description of Account
----------------------- ---------------------------
<S> <C>
Employee accounts:
Employee Before-Tax Reflect all before-tax,
Contributions after-tax and rollover
Employee After-Tax contributions, and the
Contributions income, losses, withdrawals
Rollover Contributions and distributions
attributable to such
contributions.
Company accounts:
Matching Contributions Reflect participant's share
Profit Sharing Contributions of Company contributions,
Non-elective Contributions profit-sharing contribu-
tions of certain merged
plans, and an amount
equal to participant's
unspent employee credits
contributed from the
Company's separate welfare
benefits plans, and the
income, losses, withdrawals
and distributions
attributable to such
contributions.
</TABLE>
The Employee Before-Tax Contributions Account has two sub-accounts -
the "Participant Restricted Contributions Account" and the "Participant
Non-restricted Contributions Account." The Company Matching Contributions
4
<PAGE>
Account also has two sub-accounts - the "Company Restricted Contributions
Account" and the "Company Non-restricted Contributions Account."
Contributions to the restricted accounts are allocated to the Chiquita
Common Stock Fund and cannot be directed to other investment funds for a
certain period of time (see "Participant Contributions" and "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 ($10,000 for 1998 and $9,500 for 1997) as
specified by the Code in Internal Revenue Service ("IRS")
notices.
Participant contributions, except for Eligible Participant
Contributions to the Chiquita Common Stock Fund (see
"Investment Options"), are allocated to the Participant
Non-restricted Contributions Account. Eligible Participant
Contributions to the Chiquita Common Stock Fund are placed in
the Participant Restricted Contributions Account. These
restricted 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.
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
- ---------------------
The Company makes a Basic Matching Contribution and may
make a Discretionary Matching Contribution and a Stock
Incentive Matching Contribution, as described below. These
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 Common
Stock Fund.
Basic Matching Contributions 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 1998 and
1997.
Discretionary Matching Contributions 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% of
Eligible Participant Contributions in 1998 and 1997.
5
<PAGE>
Stock Incentive Matching Contributions The Company may
contribute an additional matching contribution for
Eligible Participant Contributions invested in the
Chiquita Common Stock Fund. The Stock Incentive Matching
Contribution was 40% in 1998 and 1997. The amount of the
Stock Incentive Match is reviewed each year. Participants
are notified at the beginning of the next Plan year if the
amount of the Stock Incentive Match changes.
All Company contributions during 1998 and 1997 were made
with shares of Chiquita Brands International, Inc. common
stock and were allocated to the Company Restricted
Contributions Account within the Chiquita Common Stock Fund.
Amounts allocated to the Company Restricted Contributions
Account are transferred to the Company Non-restricted
Contributions Account on the second anniversary of the first
day of the Plan year in which the contributions were made. At
December 31, 1998 and 1997, the accumulated balance in the
restricted accounts was $3,937,186 and $6,256,489,
respectively.
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 1998 and 1997) or 25% of the participant's
compensation for that calendar year.
Investment Options
- ------------------
Beginning October 1, 1998, participants in the Plan could
invest their contributions in one or more of the following
investment funds:
1. Chiquita Common Stock Fund - invests in Chiquita Brands
International, Inc. common stock, $.01 par value.
2. Franklin Templeton Small Cap Growth Fund - invests
primarily in equity securities of small capitalization
growth companies with the objective of long-term capital
growth.
3. Putnam Asset Allocation: Balanced Portfolio - invests in
equity securities and fixed income securities, seeking
growth with some income.
4. Putnam Asset Allocation: Conservative Portfolio - invests
in equity securities and fixed income securities, seeking
total return consistent with preservation of capital.
5. Putnam Asset Allocation: Growth Portfolio - invests in
equity securities and fixed income securities, seeking
capital appreciation.
6. Putnam Income Fund - seeks high current income through
investments in debt securities, including both government
and corporate obligations, preferred stocks and dividend-paying
common stocks.
7. Putnam International Growth Fund - seeks to provide
capital appreciation by investing primarily in equity
securities of companies located outside the United
States.
8. Putnam New Opportunities Fund - seeks long-term capital
appreciation by investing principally in common stocks of
companies in sectors of the economy which Putnam
Investment believes possess above-average long-term
growth potential.
6
<PAGE>
9. Putnam S&P 500 Index Fund - a collective investment trust
that invests primarily in publicly traded common stocks
to achieve a return, before the assessment of any fees,
that closely approximates the return of the Standard and
Poor's 500 Composite Stock Price Index.
10. Putnam Stable Value Fund - seeks to preserve principal
and achieve high current income through a diversified
portfolio of high-quality investment contracts.
11. Putnam Voyager Fund - seeks capital appreciation by
investing primarily in common stocks of companies that
Putnam Investments believes have potential for capital
appreciation which is significantly greater than that of
the market averages.
12. The Putnam Fund for Growth and Income - seeks capital
growth and current income by investing in common stocks
that offer potential for capital growth, current income
or both.
Prior to October 1, 1998, Plan participants could invest
their contributions in the Chiquita Common Stock Fund or any
of the following 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.
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 and
Poor's 500 Composite Stock Price Index.
3. Kaufmann Fund - seeks capital appreciation through
investment in common stocks, convertible preferred stocks
and bonds.
4. 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.
5. Fidelity Puritan Fund - invests in a diversified
portfolio of debt and equity securities.
Participants may change the investment allocation of
accumulated account balances daily. A participant's future
contribution deferral amount and investment allocation may be
changed with each pay period. The Plan Administrative
Committee (the "Plan Administrator") may change any of the
investment funds offered to participants at its discretion.
Vesting
- -------
Participants are fully vested in their Employee Accounts.
Company contributions and the related earnings with respect to
each Plan year 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.
7
<PAGE>
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
Chiquita Common Stock from the Chiquita Common 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
- -------------------------------
Basis of Accounting
- -------------------
The accompanying financial statements of the Plan have
been prepared on the accrual basis.
Use of Estimates
- ----------------
The financial statements have been prepared in conformity
with generally accepted accounting principles, which require
management to make estimates and assumptions that affect the
amounts and disclosures reported in the financial statements
and accompanying notes.
Valuation of Investments
- ------------------------
Chiquita Common Stock is valued at the last sales price
reported on the New York Stock Exchange on the day of
valuation. Units of participation in common/collective trusts
(Putnam Stable Value Fund and Putnam S&P 500 Index Fund) are
valued at redemption value. The shares of registered
investment companies (the remainder of the Putnam Funds) are
valued at quoted market prices which represent the net asset
values of shares held by the Plan. Loans to participants are
valued at cost, which approximates fair value.
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.
Transactions with Parties-in-Interest
- -------------------------------------
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. The Plan
invests in shares of common stock of the Company and in
certain funds sponsored by the Trustee.
8
<PAGE>
TAXES
- -----
The Plan has received determination letters from the
Internal Revenue Service dated November 11, 1996 and March 3,
1998 ruling that the Plan, as amended, has maintained its
qualified status under section 401(a) of the Code and,
therefore, the related trust is not subject to tax under
present income tax law. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its
qualification. The Company is not aware of any course of
action or series of events that has occurred that might
adversely affect the Plan's qualified status or the related
trust's tax-exempt status.
YEAR 2000 (unaudited)
- --------------------
The Company has addressed the inability of computer and
micro-processor systems to distinguish between the year 1900
and the year 2000. The modification or replacement of the
Company's internal systems supporting the Plan has been
substantially completed. The cost associated with upgrading
the internal systems has been incurred by the Company, not the
Plan. Plan management has obtained written certification from
the Trustee that they will be year 2000 compliant on a timely
basis. However, due to the widespread uncertainties inherent
in the year 2000 problem, Plan management is unable to
determine at this time whether the consequences of year 2000
failures, if any, will have a material impact on the Plan
financial statements.
9
<PAGE>
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
- ----------------------------------------------------
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Morley Vanguard
Chiquita Stable Index Trust
Common Value 500 Portfolio Kaufmann
Stock Fund Fund Fund Fund
---------- ---------- ------------- ------------
<S> <C> <C> <C> <C>
Investments:
Chiquita common
stock $22,267,539
Shares of
registered
investment
companies $10,002,703 $12,030,897
Common/Collective
trusts $5,940,284
Participant loans
receivable
Short-term money
market fund 9,007
Cash 143,740
Contributions
receivable:
Participant 48,915 13,385 43,975 52,511
Company 53,722
Accrued investment
income 774 56,649
------------ ---------- ------------ ----------
Net assets available
for benefits at
December 31, 199 $22,523,697 $5,953,669 $10,103,327 $12,083,408
============ =========== =========== ============
<CAPTION>
Invesco
Fidelity Select Participant
Puritan Income Loans 1997
Fund Fund Receivable Total
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Investments:
Chiquita common
stock $22,267,539
Shares of
registered
investment
companies $1,620,791 $1,467,484 25,121,875
Common/Collective
trusts 5,940,284
Participant loans
receivable $882,576 882,576
Short-term money
market fund 9,007
Cash 143,740
Contributions
receivable:
Participant 10,853 3,452 173,091
Company 53,722
Accrued investment
income 57,423
------------- ----------- ------------- -------------
Net assets available
for benefits at
December 31, 1997 $1,631,644 $1,470,936 $882,576 $54,649,257
============= ============ ============ =============
<CAPTION>
DECEMBER 31, 1998
Chiquita Putnam Putnam New Putnam
Common S&P 500 Opportunities Stable Value
Stock Fund Fund Fund Fund
------------ ----------- -------------- ------------
<S> <C> <C> <C> <C>
Investments:
Chiquita common
stock $14,544,249
Shares of
registered
investment
companies $11,985,494
Common/Collective
trusts $14,044,922 $6,062,770
Participant loans
receivable
Contributions
receivable:
Participant 10,987 10,556 10,309 1,089
Company 1,853,025
------------ ------------ ------------ -----------
Net assets available
for benefits at
December 31, 1998 $16,408,261 $14,055,478 $11,995,803 $6,063,859
=========== ============ ============ ===========
<CAPTION>
Putnam Putnam
Asset Alloc.: Putnam International Putnam
Balanced Income Growth Voyager
Portfolio Fund Fund Fund
------------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
Investments:
Chiquita common
stock
Shares of
registered
investment
companies $2,358,152 $1,383,052 $314,127 $297,392
Common/Collective
trusts
Participant loans
receivable
Contributions
receivable:
Participant 1,396 403 402 322
Company
---------- ---------- ----------- ---------
Net assets available
for benefits at
December 31, 1998 $2,359,548 $1,383,455 $314,529 $297,714
========== =========== =========== =========
<CAPTION>
Putnam Fund Franklin Putnam Putnam
for Growth Templeton Asset Alloc.: Asset Alloc.:
and Small Cap Conservative Growth
Income Growth Fund Portfolio Portfolio
------------ ------------ ------------- --------------
<S> <C> <C> <C> <C>
Investments:
Chiquita common
stock
Shares of
registered
investment
companies $292,352 $214,582 $153,623 $82,024
Common/Collective
trusts
Participant loans
receivable
Contributions
receivable:
Participant 822 229 33
Company
--------- ---------- ----------- -----------
Net assets available
for benefits at
December 31, 1998 $293,174 $214,811 $153,623 $82,057
========== ========== =========== ===========
<CAPTION>
Participant
Loans 1998
Receivable Total
----------- -----------
<S> <C> <C>
Investments:
Chiquita common
stock $14,544,249
Shares of
registered
investment
companies 17,080,798
Common/Collective
trusts 20,107,692
Participant loans
receivable $887,594 887,594
Contributions
receivable:
Participant 36,548
Company 1,853,025
----------- -----------
Net assets available
for benefits at
December 31, 1998 $887,594 $ 54,509,906
=========== ============
</TABLE>
10
<PAGE>
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR YEARS ENDED DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
Morley Vanguard
Chiquita Stable Index Trust
Common Value 500 Portfolio Kaufmann
Stock Fund Fund Fund Fund
------------ ----------- ------------- ------------
<S> <C> <C> <C> <C>
1997
- ----
Net assets available
for benefits at
December 31, 1996 $18,739,799 $5,729,377 $6,479,550 $10,212,790
Investment income:
Dividends 269,439 143,329 365,895
Interest
Net appreciation
in fair value of
investments 5,009,864 328,141 2,087,523 937,167
Contributions:
Participant 897,881 225,166 669,631 935,322
Company, net 3,023,985
Rollovers 13,936 7,462 14,368 66,272
Distributions to
participants (1,962,880) (717,871) (699,146) (822,183)
Transfer (to) from
other funds (3,468,327) 381,394 1,408,072 388,145
---------- ---------- ---------- ----------
Net assets available
for benefits at
December 31, 1997 22,523,697 5,953,669 10,103,327 12,083,408
<CAPTION>
Invesco
Fidelity Select Participant
Puritan Income Loans 1997
Fund Fund Receivable Total
---------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
1997
- ----
Net assets available
for benefits at
December 31, 1996 $544,479 $924,623 $822,328 $43,452,946
Investment income:
Dividends 107,215 106,575 992,453
Interest 74,663 74,663
Net appreciation
in fair value
of investments 93,097 18,936 8,474,728
Contributions:
Participant 127,883 70,438 2,926,321
Company, net 3,023,985
Rollovers 7,683 8,043 117,764
Distributions to
participants (22,354) (132,789) (56,380) (4,413,603)
Transfer (to) from
other funds 773,641 475,110 41,965 0
--------- ----------- ---------- ----------
Net assets available
for benefits at
December 31, 1997 1,631,644 1,470,936 882,576 $54,649,257
============
<CAPTION>
Morley Vanguard
Chiquita Stable Index Trust
Common Value 500 Portfolio Kaufmann
Stock Fund Fund Fund Fund
---------- ------------ ------------- -----------
<S> <C> <C> <C> <C>
1998
- ----
Investment income:
Dividends 277,866 226,830
Interest
Net appreciation
(depreciation)
in fair value
of investments (9,407,662) 235,120 381,877 (1,499,788)
Contributions:
Participant 909,077 164,027 602,049 687,591
Company, net 3,032,278
Rollovers 4,883 15,186 8,636
Distributions to
participants (1,332,341) (531,973) (876,699) (742,946)
Transfer (to) from
other funds 400,463 (5,820,843) (10,452,570) (10,536,901)
----------- ----------- ---------- -----------
Net assets available
for benefits at
December 31, 1998 $16,408,261 $0 $0 $0
=========== =========== =========== ==========
<CAPTION>
Invesco
Fidelity Select Participant
Puritan Income Loans
Fund Fund Receivable
----------- ----------- -----------
<S> <C> <C> <C>
1998
- ----
Investment income:
Dividends 195,396 68,013
Interest 84,482
Net appreciation
(depreciation)
in fair value
of investments (154,797) 17,845
Contributions:
Participant 135,577 59,206
Company, net
Rollovers 12,672 280
Distributions to
participants (135,769) (39,295) (23,822)
Transfer (to) from
other funds (1,684,723) (1,576,985) (55,642)
----------- ----------- -----------
Net assets available
for benefits at
December 31, 1998 $0 $0 $887,594
=========== =========== ==========
<CAPTION>
Putnam
Putnam Putnam New Putnam Asset Alloc.:
S&P 500 Opportunities Stable Value Balanced
Fund Fund Fund Portfolio
--------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
1998
- ----
Net assets available
for benefits at
December 31, 1997 $0 $0 $0 $0
Investment income:
Dividend 1,829 378,680 91,304 46,705
Interest
Net appreciation
(depreciation)
in fair value
of investments 2,818,060 3,317,310 320,802
Contributions:
Participant 208,016 188,286 48,982 46,226
Company, net
Rollovers
Distributions to
participants (37,337) (30,615) (28,518) (215)
Transfer (to)
from other
funds 11,064,910 8,142,142 5,952,091 1,946,030
----------- ------------ ----------- -----------
Net assets
available for
benefits at
December 31,
1998 $14,055,478 $11,995,803 $6,063,859 $2,359,548
=========== ============ =========== ===========
<CAPTION>
Putnam Putnam Fund
Putnam International Putnam for Growth
Income Growth Voyager and
Fund Fund Fund Income
----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
1998
- ----
Net assets available
for benefits at
December 31, 1997 $0 $0 $0 $0
Investment income:
Dividends 29,862 6,253 17,233 20,390
Interest
Net appreciation
(depreciation)
in fair value
of investments (28,349) 8,774 12,920 (12,860)
Contributions:
Participant 16,905 2,620 4,569 4,514
Company, net
Rollovers
Distributions to
participants (101)
Transfer (to) from
other funds 1,365,138 296,882 262,992 281,130
----------- ---------- ---------- ---------
Net assets available
for benefits at
December 31, 1998 1,383,455 $314,529 $297,714 $293,174
=========== =========== ========== ==========
<CAPTION>
Franklin Putnam Putnam
Templeton Asset Alloc.: Asset Alloc.:
Small Cap Conservative Growth 1998
1998 Growth Fund Portfolio Portfolio Total
- ---- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
Net assets available
for benefits at
December 31, 1997 $0 $0 $0 $54,649,257
Investment income:
Dividends 3,233 4,018 2,129 1,369,741
Interest 84,482
Net appreciation
(depreciation)
in fair value
of investment 12,908 1,863 4,491 (3,971,486)
Contributions:
Participant 2,577 862 2,524 3,083,608
Company, net 3,032,278
Rollovers 41,657
Distributions to
participants (3,779,631)
Transfer (to) from
other funds 196,093 146,880 72,913 0
--------- ----------- ----------- -----------
Net assets available
for benefits at
December 31, 1998 $214,811 $153,623 $82,057 $54,509,906
========== =========== =========== ===========
</TABLE>
11
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES**
DECEMBER 31, 1998
EIN No. 04-1923360, Plan No. 003
<TABLE>
<CAPTION>
Number of Shares or
Identity of Issue/ Rate of Interest and Current
Description of Asset Maturity Date Cost Value
- ---------------------- -------------------- ------------- ----------
<S> <C> <C> <C>
* Chiquita Brands
International,
Inc. common stock,
$.01 par value 1,520,967 shares $22,539,788 $14,544,249
* Putnam S&P 500 Index
Fund 485,479 units 11,304,945 14,044,922
* Putnam New
Opportunities
Fund 205,126 shares 8,832,635 11,985,494
* Putnam Stable
Value Fund 6,062,770 units 6,062,770 6,062,770
* Putnam Asset
Allocation:
Balanced
Portfolio 196,349 shares 2,061,832 2,358,152
* Putnam Income
Fund 199,863 shares 1,408,892 1,383,052
* Putnam International
Growth Fund 16,335 shares 305,353 314,127
* Putnam Voyager Fund 13,567 shares 284,582 297,392
* The Putnam Fund for
Growth and Income 14,268 shares 302,359 292,352
Franklin Templeton
Small Cap
Growth Fund 9,507 shares 201,100 214,582
* Putnam Asset
Allocation:
Conservative
Portfolio 14,800 shares 151,757 153,623
* Putnam Asset
Allocation:
Growth Portfolio 6,018 shares 77,533 82,024
Participant loans Interest rates range
receivable from 7.0% to 10.0%;
maturities range from
1 to 10 years -- 887,594
----------- -----------
$53,533,546 $52,620,333
=========== ===========
</TABLE>
* Denotes party-in-interest
** This schedule includes those assets required to be reported under
Department of Labor regulations and Form 5500 Item 27(a).
12
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
EIN No. 04-1923360, Plan No. 003 (Continued on Page 14)
<TABLE>
<CAPTION>
Current
Value of
Proceeds Asset on
Description of Purchase from Cost of Transaction Net
Investments Price Sales Assets Date Gain (Loss)
- -------------- --------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Category 1 (individual
transactions):
- ----------------------
Morley Stable $5,814,238 $5,388,525 $5,814,238 $425,713
Value Fund
Vanguard Index Trust 11,250,626 7,972,659 11,250,626 3,277,967
500 Portfolio
Fund
Kaufmann Fund 8,880,198 8,869,794 8,880,198 10,404
Putnam New $8,880,212 8,880,212
Opportunities
Fund
Putnam Stable 4,360,679 4,360,679
Value Fund
Putnam S&P 11,250,631 11,250,631
500 Index
Fund
Star Treasury 8,880,198 8,880,198
Fund 11,250,626 11,250,626
5,817,203 5,817,203
8,880,198 8,880,198 8,880,198 --
11,250,657 11,250,657 11,250,657 --
5,814,238 5,814,238 5,814,238 --
Category 3 (series of
securities transactions):
- -------------------------
Morley Stable 616,131 616,131
Value Fund 6,769,518 6,288,052 6,769,518 481,466
Vanguard Index 3,027,547 3,027,547
Trust 500 13,543,675 9,399,129 13,543,675 4,144,546
Portfolio Fund
Kaufmann Fund 1,268,775 1,268,775
11,800,531 11,401,941 11,800,531 398,590
Star Treasury 47,938,471 47,938,471
Fund 47,938,471 47,938,471 47,938,471 --
Chiquita Common 2,733,993 2,733,993
Stock Fund 1,715,084 2,078,572 1,715,084 (363,488)
Fidelity 1,101,380 1,101,380
Puritan Fund 2,714,904 2,639,763 2,714,904 75,141
Putnam New 9,496,914 9,496,914
Opportunities 828,720 664,279 828,720 164,441
Fund
</TABLE>
13
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
EIN No. 04-1923360, Plan No. 003
<TABLE>
<CAPTION>
Current
Value of
Proceeds Asset on
Description of Purchase from Cost of Transaction Net
Investments Price Sales Assets Date Gain (Loss)
- -------------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Category 3
(series of securities
transactions):
- ---------------------
Putnam Stable $6,257,161 $6,257,161
Value Fund $194,391 $194,391 194,391 --
Putnam S&P 500 11,755,298 11,755,298
Index Fund 528,441 450,353 528,441 $78,088
</TABLE>
There were no category 2 or 4 transactions.
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,
1998 as required by Department of Labor regulations and Form 5500 Item 27(d).
14
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 28, 1999 By: /s/ John Powers
-----------------------------
John Powers, Secretary of the
Plan Administrative Committee
15
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, 33-56572 and 333-39671) pertaining to the Chiquita
Savings and Investment Plan and in the related Prospectus of our
report dated June 18, 1999, 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, 1998.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 23, 1999
