SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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or Section 240.14a-12
Chiquita Brands International, Inc.
_________________________________________
______________________________________________________________________
(Name of Registrant as Specified in its Charter)
______________________________________________________________________
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<PAGE>
CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
___________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________________________
To Be Held Wednesday, May 12, 1999
Dear Shareholder:
It is my pleasure to invite you to attend the 1999 Annual
Meeting of Shareholders of Chiquita Brands International, Inc. 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 12, 1999. At the meeting, you will be asked to:
(1) Elect seven directors; and
(2) Consider any other matters that may properly be brought
before the meeting.
Your vote is important. Whether you plan to attend the
meeting or not, please complete, date, sign and promptly return the
enclosed proxy card in the envelope provided.
We look forward to seeing you at the meeting.
Sincerely,
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Cincinnati, Ohio
April 12, 1999
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 any time prior to the
meeting by giving a later dated proxy, or by attending the meeting
and voting in person.
<PAGE>
TABLE OF CONTENTS
INFORMATION ABOUT THE MEETING, VOTING AND ATTENDANCE . . . . . . . . . 1
INFORMATION ABOUT CHIQUITA'S PRINCIPAL SHAREHOLDERS . . . . . . . . . 4
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . 5
ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 6
INFORMATION ABOUT THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . 8
COMPENSATION OF EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . 10
SUMMARY COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . 10
OPTION GRANTS FOR 1998 . . . . . . . . . . . . . . . . . . . . . . . . 12
AGGREGATE OPTION EXERCISES IN 1998 AND 1998 YEAR-END
OPTION VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
LONG-TERM INCENTIVE PLAN AWARDS FOR 1998 . . . . . . . . . . . . . . . 14
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION . . . . . . 14
COMMON STOCK PERFORMANCE GRAPHS. . . . . . . . . . . . . . . . . . . . 19
OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
<PAGE>
____________________________________
PROXY STATEMENT
CHIQUITA BRANDS INTERNATIONAL, INC.
Annual Meeting of Shareholders
May 12, 1999
____________________________________
INFORMATION ABOUT THE MEETING, VOTING AND ATTENDANCE
We are sending you this proxy statement and the enclosed proxy
card because Chiquita's Board of Directors is soliciting your proxy
to vote your shares at the 1999 Annual Meeting. At the meeting,
shareholders will be asked to elect seven directors and transact any
other business that may properly come before the meeting. You are
invited to attend the meeting and vote your shares directly.
However, you do not need to attend the meeting to vote. Instead,
you may vote by proxy, which allows you to direct another person to
vote your shares at the meeting on your behalf. You may do this by
completing, signing and returning the enclosed proxy card in the
envelope provided.
We began mailing these proxy materials to shareholders on or
about April 12, 1999.
Who Can Vote
Only holders of record of Chiquita's voting securities at the
close of business on March 19, 1999 (the "Record Date") are entitled
to vote at the meeting. Chiquita has two classes of voting
securities which will vote together as a single class on all matters
submitted to a vote at the Annual Meeting. The two classes are the
Common Stock, $.01 par value ("Common Stock"), and the $2.50
Convertible Preference Stock, Series C, without par value ("Series C
Preference Stock"). On the Record Date, there were 65,723,966
shares of Common Stock and 84,371 shares of Series C Preference
Stock outstanding and entitled to vote. Each share of Common Stock
or Series C Preference Stock that you own as of the Record Date
entitles you to one vote on each matter to be voted on at the
meeting.
Quorum Requirement
A quorum of shareholders is necessary to hold a valid meeting.
If the holders of a majority of the shares entitled to vote at the
meeting are present in person or by proxy, a quorum will exist.
Abstentions, broker non-votes and votes withheld from director
nominees count as shares present at the meeting for purposes of
establishing a quorum. A broker non-vote occurs when a broker or
other nominee who holds shares for another person votes on some
proposals on the proxy card but not on others because the nominee
has not received voting instructions from the owner of the shares
and, under the New York Stock Exchange rules, the nominee lacks
discretionary authority to vote on all of the proposals.
How to Vote Your Shares
You can vote on matters presented at the Annual Meeting in two
ways:
* By Proxy -- You can vote by signing, dating and returning
the enclosed proxy card. If you do this, the persons named
on the card (your "proxies") will vote your shares in the
manner you indicate. You may specify on your proxy card
whether your shares should be voted for all, some or none
of the nominees for director. If you sign the card but do
not indicate specific choices, your shares will be voted
"FOR" the election of all seven nominees for director.
If any other matter is properly presented at the Annual
Meeting for consideration, your proxies will vote in
accordance with their best judgment. When this proxy
statement was printed, we were not aware of any matter
which needs to be acted on at the meeting other than as
described in this proxy statement.
* In Person -- You may come to the Annual Meeting and cast
your vote there. If your shares are held in the name of
your broker, bank or other nominee and you wish to vote at
the Annual Meeting, you must bring an account statement or
letter from the nominee indicating that you were the
beneficial owner of the shares on the Record Date.
How to Revoke Your Proxy
If you send in a proxy card and later want to revoke it, you
may do so any time before the polls are closed and the votes are
tabulated at the meeting. There are three ways to revoke your
proxy. You may:
(1) send in another proxy card with a later date; or
(2) notify Chiquita's Corporate Secretary in writing before
the Annual Meeting that you have revoked your proxy; or
(3) vote in person at the Annual Meeting.
How to Vote Shares in the Dividend Reinvestment Plan
If you participate in the Chiquita Dividend Reinvestment Plan
(the "DRIP"), you will vote your shares in the DRIP on the same
proxy card you receive to vote the shares registered in your name
individually. If you do not sign and return your proxy card,
neither your DRIP shares nor your individually-owned shares will be
voted.
How to Vote Shares Held in Employee Benefit Plans
If you hold Chiquita Common Stock in one of the Company's
employee benefit plans, you cannot vote your shares directly. The
Trustees for the plans must vote all shares held in the plans as
described below.
Chiquita Savings and Investment Plan
If you participate in the Chiquita Savings and Investment Plan
(the "SIP"), the Trustee for the SIP will send you a voting
instruction card. This card will indicate the number of shares of
Chiquita Common Stock credited to your account in the SIP as of the
Record Date.
* If you sign and return the card, the Trustee will vote the
shares as you have directed.
* If you do not sign and return the card, the Trustee will
vote your shares in the same proportion as the shares that
are voted by the other participants in the SIP.
Chiquita Associate Stock Purchase Plan or
Friday Canning Corporation 401(k) Savings Plan
If you participate in either the Chiquita Associate Stock
Purchase Plan or the Friday Canning Corporation 401(k) Savings Plan,
you will receive a voting instruction card from the Trustee for your
plan.
* If you sign and return the card, the Trustee will vote the
shares as you have directed.
* If you do not sign and return the card, your shares will
not be voted by the Trustee.
Method and Cost of Soliciting Proxies
Chiquita will pay all costs of soliciting proxies and will
reimburse brokers, custodians, nominees and fiduciaries for their
charges and expenses in forwarding proxy material to the beneficial
owners of shares held by such persons. Proxies will be solicited
by Chiquita's management, without additional compensation, through
the mail, in person, or by telephone or facsimile. We will ask
banks, brokers and other institutions, nominees and fiduciaries to
forward the proxy material to their principals and obtain authority
to execute proxies on their behalf. We have also retained
Shareholder Communications Corporation, a proxy solicitation firm,
to assist us in the distribution and solicitation of proxies. We
have agreed to pay them a fee of $5,000 plus out-of-pocket expenses.
Admission to the Meeting
Admission to the meeting will be limited to Chiquita
shareholders or their authorized representatives by proxy. If your
shares are registered in your name, we will verify your ownership
at the meeting in the Company's list of shareholders as of the
Record Date. If your shares are held through a broker or a bank,
you must bring proof of your ownership of the shares. For example,
a bank or brokerage firm account statement or a letter from your
bank or broker confirming your ownership as of the Record Date will
suffice. You may also send proof of ownership to the Corporate
Secretary, Chiquita Center, 250 East Fifth Street, Cincinnati, Ohio
45202 prior to the meeting and we will send you an admittance card.
INFORMATION ABOUT CHIQUITA'S PRINCIPAL SHAREHOLDERS
The following table lists the only persons who were known to
be beneficial owners of five percent or more of Chiquita's
outstanding voting securities as of the Record Date.
<TABLE>
<CAPTION>
Name and Address of Class of Amount and Nature of Percent
Beneficial Owner(1) Shares Beneficial Ownership of Class
_____________________________ ____________ ____________________ ________
<S> <C> <C> <C>
Carl H. Lindner, Common Stock 26,137,986(2) 39.7%
Carl H. Lindner III,
S. Craig Lindner,
Keith E. Lindner and
American Financial Group, Inc.
and its subsidiaries ("AFG")
One East Fourth Street
Cincinnati, Ohio 45202
<FN>
(1) "Beneficial ownership" is a technical term broadly defined by the SEC
to mean more than ownership in the usual sense. For example, shares
are "beneficially owned" if you: (a) hold them directly or indirectly
(through a broker or other relationship, through a position as a
director or trustee, or by contract or understanding), or (b) have or
share the power to vote the shares or sell them, or (c) have the right
to acquire the shares within 60 days.
(2) Of this amount, 23,996,295 shares are owned by AFG; 2,125,943 shares are
owned by Carl H. Lindner individually or in a trust for the benefit of
his family (including 14,400 shares which Mr. Lindner has the right to
acquire pursuant to vested stock options); and 15,748 shares are owned
individually by Keith E. Lindner. Carl H. Lindner, Carl H. Lindner III,
S. Craig Lindner, Keith E. Lindner and trusts for their benefit
(collectively, the "Lindner Family") are considered to be the beneficial
owners of the Chiquita shares owned by AFG. The Lindner Family
beneficially owns approximately 44% of AFG's common stock and shares with
AFG the power to vote and dispose of the Chiquita Common Stock owned by
AFG. AFG and the Lindner Family may be deemed to be controlling persons
of Chiquita.
</FN>
</TABLE>
We have been informed that AFG intends to vote its shares "FOR" all of the
Board's nominees for director.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows the number of shares of Chiquita stock
beneficially owned as of the Record Date by each current director and nominee,
by each executive officer named in the Summary Compensation Table on page 10
and by all directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature of Benficial Ownership
_____________________________________________
Common Stock Series A Shares(1)
_________________________ __________________
Percent Percent
Name of Beneficial Owner Shares(2)(3) of Class Shares of Class
________________________ _______________ ________ ______ ________
<S> <C> <C> <C> <C>
Anthony D. Battaglia 64,077(4) *
Robert F. Kistinger 348,922 *
Carl H. Lindner 26,122,238(5) 39.7%
Keith E. Lindner 24,012,043(5) 36.5%
Robert W. Olson 47,010 *
Fred J. Runk 142,593 *
Jean Head Sisco 44,790 *
William W. Verity 18,900 *
Oliver W. Waddell 20,200 *
Steven G. Warshaw 314,987 * 100 *
All directors and executive
officers as a group
(14 persons) 27,458,731(6) 41.1% 100 *
*Less than 1% of outstanding shares.
<FN>
(1) Refers to the Company's $2.875 Non-Voting Cumulative Preferred Stock,
Series A.
(2) Unless otherwise noted, each person has full voting and investment power
over the shares listed.
(3) Includes shares that may be acquired through the exercise of stock
options within 60 days of the Record Date in the following amounts:
Anthony D. Battaglia, 44,974 shares; Robert F. Kistinger, 340,030
shares; Carl H. Lindner, 14,400 shares; Robert W. Olson, 41,850 shares;
Fred J. Runk, 19,800 shares; Jean Head Sisco, 29,790 shares; William W.
Verity, 18,900 shares; Oliver W. Waddell, 16,200 shares; Steven G.
Warshaw, 298,800 shares; and all directors and executive officers as
a group, 1,066,036 shares.
(4) Includes 5,000 shares owned by Mr. Battaglia's spouse.
(5) Includes 23,996,295 shares of Chiquita Common Stock held by AFG and its
subsidiaries. Carl H. Lindner beneficially owns 2,964,566 shares (5.0%)
of AFG's outstanding common stock; and Keith E. Lindner beneficially
owns 7,055,416 shares (11.8%) of AFG's outstanding common stock (which
includes 244,545 shares that may be acquired through the exercise of
stock options). See "Information About Chiquita's Principal Shareholders."
(6) The 23,996,295 shares of Chiquita Common Stock held by AFG which is
included in the holdings of both Carl H. Lindner and Keith E. Lindner
(as described in footnote 5 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 (as described in footnote 5 of the above table), 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 AFG common stock as follows: Robert W. Olson, 78,376
shares; Fred J. Runk, 277,532 shares; and Steven G. Warshaw, 612 shares (the
ownership of each of such persons represents less than 1% of the outstanding
common stock of AFG). All directors and executive officers of Chiquita as a
group owned or had the right to acquire 10,376,502 shares of AFG common stock,
which represents 17.3% of AFG's total outstanding shares. Additionally,
Fred J. Runk owned 5,828 shares of Series J Preferred Stock of American
Financial Corporation ("AFC"), a subsidiary of AFG, which represents less than
1% of the outstanding shares of AFC's Series J Preferred Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors and persons who own more than
10% of the Company's equity securities to file forms with the SEC and the
New York Stock Exchange to report their ownership and any changes in their
ownership of the Company's securities. These persons must also provide
the Company with copies of these reports when filed. Based on a review
of copies of those forms, our records, and written representations from
our directors and executive officers that no other reports were required,
Chiquita believes that all Section 16(a) filing requirements were complied
with during and for 1998.
ELECTION OF DIRECTORS
The Board of Directors has nominated all seven current directors of
the Company for re-election at the Annual Meeting. If you re-elect them,
they will hold office until the next annual meeting or until their
successors have been elected. We are not aware of any reason why any
nominee would be unable to serve as a director if elected. However, if
any nominee should become unable to serve as a director, your proxies may
vote for another nominee proposed by the Board, or the Board may reduce
the number of directors to be elected. If any director resigns, dies or
is otherwise unable to serve out his or her term, or if the Board increases
the number of directors, the Board may fill the vacancy until the next
annual meeting. No shareholder may vote for more than seven nominees.
Information About Nominees For Director
The seven nominees for re-election as a director are as follows:
Carl H. Lindner (Chairman of the Executive Committee) has been a
director since 1976. He has been Chairman of the Board and Chief
Executive Officer of the Company since 1984. He is also Chairman of
the Board and Chief Executive Officer of AFG which, through its
subsidiaries, is engaged primarily in property and casualty insurance
businesses and in the sale of annuities and life insurance. For 40
years, Mr. Lindner has been Chairman of the Board and Chief Executive
Officer of AFC, which became an AFG subsidiary in 1995. Mr. Lindner
also serves as Chairman of the Board of American Annuity Group, Inc.
("AAG"), which is over 80% owned by AFG. Age 79.
Keith E. Lindner (Member of the Executive Committee) has been
a director since 1984. He has been Vice Chairman of the Board since
1997 and was President and Chief Operating Officer of the Company
from 1989 to 1997. He has served the Company in various executive
capacities since 1984. He is also Co-President and Director of AFG
and AFC. Age 39.
Fred J. Runk has been a director since 1984. He has been
Senior Vice President and Treasurer of AFG and AFC since 1995. For
more than five years prior to that time, he served as Vice President
and Treasurer of AFC. He was a Vice President of the Company from
1984 to 1996 and was its Chief Financial Officer from 1984 to 1994.
Age 56.
Jean Head Sisco (Chairman of the Audit Committee and Member of
the Compensation Committee) has been a director since 1976. She 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.; Newmont Mining Corp.; Socrates Technologies Corporation; and
Textron Inc. Age 73.
William W. Verity (Member of the Audit and Compensation
Committees) has been a director since 1994. He has been Chairman
and Chief Executive Officer of ENCOR Holdings, Inc., a developer and
manufacturer of plastic molded components ("ENCOR") since 1991.
ENCOR is a subsidiary of Leaver Corp., an investment holding
company. Mr. Verity served as President of Leaver Corp. from 1987
through 1993 and is currently its Chairman. Age 40.
Oliver W. Waddell (Member of the Audit and Compensation
Committees) has been a director since 1994. He was Chairman,
President and Chief Executive Officer of Star Banc Corporation, a
multi-state bank holding company, when he retired in 1993. He is
a director of Firstar Corporation and Cinergy Corp. Age 68.
Steven G. Warshaw (Member of the Executive Committee) has been
a director since 1997. He has been President and Chief Operating
Officer of the Company since 1997. He served as Chief Financial
Officer from 1994 to March 1998 and as Executive Vice President and
Chief Administrative Officer of the Company from 1990 to 1997. He
has served the Company in various capacities since 1986. Age 45.
Carl H. Lindner is Keith E. Lindner's father.
Vote Required to Elect Directors
The seven nominees who receive the highest number of votes
cast will be elected as directors. If you do not vote for a
particular nominee, or if you indicate "withhold authority to vote"
for a particular nominee on your proxy card, your vote will not
count either "for" or "against" the nominee; however, your vote will
be counted for purposes of determining a quorum. A "broker non-
vote" will have no effect on the outcome since only votes actually
cast may be counted in the election of directors. There is no
provision for cumulative voting in the election of directors.
INFORMATION ABOUT THE BOARD OF DIRECTORS
Meetings of the Board
During 1998, Chiquita's Board of Directors held four meetings
and took action by unanimous written consent three times. Each
director attended at least 75% of the total number of meetings of
the Board and of the committees on which he or she served.
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. Under New Jersey law and the Company's
By-laws, the Executive Committee is permitted to perform all of the
functions of the Board of Directors except for the following:
changing the By-laws; changing directors; removing officers;
submitting matters to shareholders for their approval; or changing
resolutions adopted by the Board which by their terms may be amended
only by the Board. During 1998, the Executive Committee held no
meetings but took action by unanimous written consent ten times.
Audit Committee. The functions of the Audit Committee
include:
* reviewing Chiquita's financial and accounting policies and
its 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 annual
audit and considering any recommendations made as a
result of the audit and management's response to
such recommendations; and
* recommending to the Board of Directors the
selection of Chiquita's independent auditors.
During 1998, 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 four of those meetings.
Compensation Committee. The functions of the Compensation
Committee include:
* evaluating the performance and reviewing and approving all
compensation of the Company's executive officers and certain
other designated senior executives;
* establishing general compensation policies and standards for
evaluation of all other senior management;
* evaluating and monitoring long-range planning for executive
development and succession; and
* administering the Company's stock option and incentive plans.
During 1998, the Compensation Committee held three meetings.
Compensation of the Board
Board and Committee Fees. Each director who is not an employee of
the Company receives an annual fee of $40,000 plus $1,500 for each
Board meeting attended. Carl H. Lindner does not receive Board fees,
but does receive $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.
Deferred Compensation Plan. Directors may defer from 10% to 100% of
their Board compensation for a term of 5 years, 10 years or until death,
disability or retirement, pursuant to the Deferred Compensation Plan for
Directors. Amounts deferred under this plan earn interest at rates
established each year depending upon the length of deferral. The annual
rate of interest earned on deferrals in 1998 was 11% if deferred for 5
years and 13% if deferred for 10 years or until death, disability or
retirement.
Stock Option Awards. Under the Company's 1998 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 he or she is first elected a director and receives an
additional stock option grant for 10,000 shares each year thereafter
so long as he or she continues to serve on the Board. 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 10-year period, with
9% of the shares exercisable on the date of grant and an additional
9% exercisable on each anniversary of the grant date, except on the
tenth anniversary when the remaining 10% become exercisable.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Information
The following table summarizes the annual and long-term
compensation of Chiquita's Chairman of the Board and Chief Executive
Officer, the Vice Chairman of the Board and the four most highly
paid other executive officers during 1998 (collectively referred to
as the "Named Executive Officers") for the years 1998, 1997 and
1996. The Compensation Committee's Report on Executive Compensation
begins on page 14 of this proxy statement.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
__________________________
Annual Compensation Long-Term Compensation
___________________________________________ ____________________________________
Securities
Restricted Underlying
Other Annual Stock Stock All Other
Name and Bonus Compensation Awards Options Compensation
Principal Position Year Salary($)(1) ($)(1)(2) ($)(3) ($)(4) (#)(2) ($)(5)
______________________ ____ ____________ _________ ____________ __________ __________ ____________
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner 1998 115,000(6) -0- -0- -0- -0- 3,012
Chairman of the Board 1997 215,000(6) -0- -0- -0- -0- 3,012
and Chief Executive 1996 215,000(6) -0- -0- -0- -0- 4,527
Officer
Keith E. Lindner 1998 100,000 -0- -0- -0- -0- 16,036
Vice Chairman of the 1997 380,769 -0- -0- -0- -0- 21,881
Board 1996 900,000 -0- -0- -0- -0- 20,698
Steven G. Warshaw 1998 600,000 725,000 -0- -0- 80,000 58,574
President and Chief 1997 600,000 550,000 -0- -0- 280,000 42,383
Operating Officer 1996 350,000 530,000 -0- -0- 80,000 27,809
Robert F. Kistinger 1998 450,000 425,000 -0- -0- 50,000 83,521
President and Chief 1997 414,808(7) 350,000 -0- 50,000(8) 130,000 77,884
Operating Officer, 1996 300,000 400,000 -0- -0- 195,000 38,417
Chiquita Banana
Group
Anthony D. Battaglia (9) 1998 300,000 275,000 1,379 -0- 40,000 32,315
President, Diversified
Foods Group
Robert W. Olson 1998 250,000 260,000 2,806 -0- 30,000 39,995
Senior Vice President, 1997 250,000 200,000 -0- 100,000(8) 30,000 32,406
General Counsel and 1996 250,000 175,000 -0- -0- 25,000 21,260
Secretary
<FN>
(1) Includes amounts deferred under the Company's Deferred Compensation
Plan.
(2) Bonuses and stock option grants reported for 1998 were based on 1998
performance even though they were awarded in 1999.
(3) Amount of gross-up to reimburse the payment of taxes.
(4) As of December 31, 1998, the total number of shares and the market
value of the aggregate restricted stock holdings of the Named Executive
Officers were as follows: Robert F. Kistinger, 3,875 shares valued at
$36,813; Anthony D. Battaglia, 11,623 shares valued at $110,419; and
Robert W. Olson, 7,749 shares valued at $73,616. Market value was
calculated based on a price of $9.50 per share, which is the average of
the high and low sales prices of the Common Stock as reported on the
New York Stock Exchange Composite Tape on December 31, 1998.
(5) Amounts disclosed for 1998 consist of the following:
(a) Company contributions to the Chiquita Savings and Investment Plan
("SIP"): Keith E. Lindner, $10,500; Steven G. Warshaw, $12,960;
Robert F. Kistinger, $13,893; Anthony D. Battaglia, $15,133; and
Robert W. Olson, $12,960.
(b) Company matching contributions on excess deferrals from the SIP
to the Deferred Compensation Plan as a result of IRS limitations
on the amount which can be deferred under a 401(k) savings plan:
Steven G. Warshaw, $14,853; Robert F. Kistinger, $23,490; and
Robert W. Olson, $5,265.
(c) Above market interest (assuming the highest rate payable under the
Company's Deferred Compensation Plan, which has a graduated
interest schedule based upon the length of deferral) calculated
(but not paid or currently payable) on deferred compensation:
Keith E. Lindner, $5,416; Steven G. Warshaw, $24,227; Robert F.
Kistinger, $45,808; Anthony D. Battaglia, $16,558; and Robert W.
Olson, $17,939.
(d) Term life insurance premiums paid by the Company: Carl H. Lindner,
$3,012; Keith E. Lindner, $120; Steven G. Warshaw, $6,534;
Robert F. Kistinger, $330; Anthony D. Battaglia, $624; and Robert W.
Olson, $3,831.
(6) Includes $15,000 received as Chairman of the Executive Committee.
(7) Annual salary was increased to $450,000 during the year in connection
with Mr. Kistinger's promotion to his current position.
(8) Value determined as of the date of grant. Each award is contingent
upon the recipient remaining employed by Chiquita through February 2000.
The recipient is not entitled to receive dividends or vote the shares
prior to their vesting.
(9) Anthony D. Battaglia became an executive officer of the Company in
1998; therefore, information for 1997 and 1996 is not presented.
</FN>
</TABLE>
Stock Option Grants
The following table contains information concerning grants of
stock options to the Named Executive Officers based on their
performance in 1998.
<TABLE>
<CAPTION>
OPTION GRANTS FOR 1998
Individual Grants
_______________________________________________________
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise or Present
Options Granted Employees for Base Price Expiration Value
Name (#)(1) 1998 ($/Sh)(2) Date(3) ($)(4)
____________________ _______________ _____________ __________ __________ __________
<S> <C> <C> <C> <C> <C>
Carl H. Lindner -0- - - - -
Keith E. Lindner -0- - - - -
Steven G. Warshaw 80,000 3.2% 9.3438 2/3/19 185,000
Robert F. Kistinger 50,000 2.0% 9.3438 2/3/19 115,000
Anthony D. Battaglia 40,000 1.6% 9.3438 2/3/19 90,000
Robert W. Olson 30,000 1.2% 9.3438 2/3/19 70,000
<FN>
(1) All options vest over a 10-year period with 9% immediately exercisable
on the date of grant and an additional 9% exercisable on each
anniversary of the grant date until the tenth anniversary when the
remaining 10% will be exercisable. In the event of death, disability
or retirement, options are fully exercisable by the optionee or the
optionee's legal representative for one year following the event or
until the normal expiration date of the option, whichever occurs first.
Options also become fully exercisable in the event of a "change of
control" of the Company, as defined in the Company's stock option plans.
(2) 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 sales
prices on the New York Stock Exchange).
(3) Subject to earlier termination in case of termination of employment.
(4) The grant date present value was calculated using the Black-Scholes
option pricing model. The assumptions used in the model included
(a) an expected Chiquita stock price volatility of 35%; (b) a risk-free
interest rate of 4.8%; (c) a dividend yield of 1.5%; and (d) an
expected option life of 8 years. In addition, the Black-Scholes
model output was modified by a discount to reflect the risk of
forfeiture (8% per year probability) due to restrictions on exercise
of the option in accordance with the 10-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 provides information about stock option exercises
during 1998 and reports the year-end value of stock options held by the
Named Executive Officers.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN 1998 AND 1998 YEAR-END OPTION VALUES(1)
Number of Securities
Underlying Unexercised Value of Unexercised
Options at December 31, In-the-Money Options at
Shares Value 1998(#)(1) December 31, 1998($)(1)(2)
Acquired on Realized __________________________ __________________________
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
____________________ ____________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>
Carl H. Lindner -0- -0- 14,400 5,600 -0- -0-
Keith E. Lindner -0- -0- -0- -0- -0- -0-
Steven G. Warshaw -0- -0- 245,250 474,750 -0- -0-
Robert F. Kistinger -0- -0- 277,680 275,320 -0- -0-
Anthony D. Battaglia -0- -0- 33,598 80,812 -0- -0-
Robert W. Olson -0- -0- 34,200 95,800 -0- -0-
<FN>
(1) Does not include options granted in February 1999 which were based
on performance in 1998.
(2) Value is calculated as the difference between the market price of
the Common Stock on December 31, 1998 ($9.50 per share) and the
exercise prices of the unexercised options.
</FN>
</TABLE>
Long-Term Incentive Plan Awards
The following table contains information concerning the grant of
long-term incentive awards to the Named Executive Officers based on
their performance in 1998.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN AWARDS FOR 1998
Performance or
Number of Shares Other Period Until
Name Units or Other Rights (#) Maturation or Payout
____________________ _________________________ ____________________
<S> <C> <C>
Carl H. Lindner -0- -
Keith E. Lindner -0- -
Steven G. Warshaw 10,702 shares (1)
Robert F. Kistinger -0- -
Anthony D. Battaglia -0- -
Robert W. Olson -0- -
<FN>
(1) Consists of a Performance Share Award of 10,702 shares of restricted
Common Stock which will vest only if the average of the high and low
sales prices of Chiquita Common Stock on the New York Stock Exchange
achieves a price of at least $16 per share for each of 45 consecutive
calendar days prior to February 3, 2009. Mr. Warshaw has no right to
receive dividends or vote these shares prior to their vesting.
</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 Company's executive officers ("Executive
Officers"), including those named in the Summary Compensation Table,
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.
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") and the Vice Chairman of the Board, whose
compensation is discussed below.
Compensation of Executive Officers Other Than the CEO and the Vice Chairman
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 and the Vice Chairman 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 Total Compensation Review Plan (the "TCR"),
an annual cash bonus incentive plan which covers most management positions.
Under the TCR, 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 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:
(i) Team Profit Achievement Objectives, which include return on investment
or similar objectives for the relevant business unit(s); (ii) Individual
Profit Achievement Objectives, which include cost, revenue, volume, and
quality-related objectives appropriate to the individual; and (iii)
Management Achievement, Strategy and Organization Development Objectives,
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. For 1998, the actual bonus was
approved by the Committee after consultation with and review of the
recommendations of the President and Chief Operating Officer. Actual
bonus awards may range from 0% of the target bonus (for overall performance
which does not meet annual objectives) to 200% of target (for overall
performance which far exceeds objectives). The TCR provides for payout
of approximately 100% 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. Most
stock options vest over a 10-year period with 9% exercisable immediately
upon the grant date and an additional 9% exercisable on each anniversary
of the grant until the tenth anniversary, when the final 10% becomes
exercisable. The Company's standard options have a 20-year exercise period
and are priced at the fair market value of the underlying Common Stock on
the date of the grant. The unusually long vesting and exercise periods
and market pricing are specifically intended to motivate management
decisions which will be in the shareholders' best long-term interests and
will assist 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 increase. 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 annual objectives
(described above under Bonus Awards); changes in responsibility; future
potential; considerations relating to management succession; and the number
of stock options awarded to the Executive Officer in prior years.
Restricted Stock. From time to time, the Company has augmented stock
option grants with awards of restricted stock to executives. Restricted
stock grants are designed to enhance incentives directly linked to
shareholder value.
Compensation of Chairman and Chief Executive Officer for 1998
At the request of Carl H. Lindner, the Compensation Committee reduced
his base salary during 1998 to $100,000 and did not award him a bonus or a
stock option for 1998. In establishing Mr. Lindner's compensation for
1998, as in years past, the Committee considered the fact that Mr. Lindner
had significant responsibilities as an executive officer of American
Financial Group, Inc. ("AFG") and its subsidiaries and affiliates.
Although Mr. Lindner devoted time to matters more directly related to
other enterprises, the Committee believes that Mr. Lindner has fully and
effectively discharged the responsibilities of his position with the
Company to the Company's substantial benefit. As indicated elsewhere
in this Proxy Statement, Mr. Lindner has a substantial shareholder
interest in the Company both personally and through his ownership
position in AFG.
The Committee believes Mr. Lindner's strong leadership, guidance
and direction to the Company since he became Chairman and Chief Executive
Officer in 1984 have contributed to long-term growth in shareholder
value, as demonstrated by the graph on page 19 showing the cumulative
total shareholder return over the 14-year period from 1984 to 1998.
This cumulative return was achieved despite the severe burden on the
Company caused by the effects of the European Union's ("EU")
discriminatory banana import regime since 1992. Although the World
Trade Organization has ruled that the EU's banana import regime
violates numerous international trade obligations, the EU had not
reformed the regime as of the end of 1998.
Compensation of Vice Chairman for 1998
In March 1997, Keith E. Lindner, President and Chief Operating
Officer of the Company since 1989, assumed the new position of Vice
Chairman of the Board. In that role, he has devoted his time principally
to strategic issues and initiatives, as well as the ongoing operations
of the Company. In 1998, the Committee acceded to Mr. Lindner's request
that his annual base salary be reduced to $100,000 and that he not be
awarded a bonus or stock options for 1998. As indicated elsewhere in
this Proxy Statement, Mr. Lindner has a substantial shareholder interest
in the Company through his ownership position in AFG.
Compensation of Other Executive Officers for 1998
The base salaries of the Executive Officers named in the Summary
Compensation Table remained the same in 1998 as in 1997 except for
Anthony D. Battaglia whose salary was increased in 1998 in consideration
of a substantial increase in his responsibilities.
Target bonuses for 1998 for the Company's Executive Officers ranged
from 40% to 100% of base salary. The overall performance for 1998 of
each of the Executive Officers named in the Summary Compensation Table
met or exceeded their total objectives. While the objectives and
achievements were specific to each individual, they included:
significantly increased net income for the year prior to the effects of
Hurricane Mitch in late 1998; substantial cost reductions and
improvements in operating efficiencies realized by the Chiquita Banana
Group during 1998; and successful integration of the three vegetable
canning companies acquired in 1997 and early 1998 with the Company's
previously owned canning operations. The performance ratings for
these individuals produced 1998 bonuses ranging from 105% to 200% of
target.
The stock options and restricted stock granted to Executive Officers
for 1998 performance were based on a number of factors specific to each
individual, including: the stock option target award level; the
individual's specific contributions during 1998 as well as long-term
contributions to the Company; any increase or significant change in
responsibilities; and the total number of shares covered by previous
grants.
The Committee did not use compensation surveys when determining the
1998 bonus, stock option and restricted stock awards to Executive
Officers, other than as background information.
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code prohibits the Company
from taking an income tax deduction for any compensation paid to any
Executive Officer in excess of $1 million per year unless the
compensation qualifies as performance-based pay.
Compensation received from the exercise of stock options awarded
under the Company's stock option plans qualifies as performance-based
compensation and is fully deductible by the Company. While the
Company's TCR Bonus Plan does not meet all of the requirements for
deductibility, the non-deductible amount of compensation paid to the
Executive Officers in 1998 was not substantial and did not result in
incremental cost to the Company because of tax loss carryovers
otherwise available to it.
The Committee believes that it would not be in the best interests
of the Company or its shareholders to change its TCR Bonus Plan to
meet the 162(m) requirements for deductibility at this time because it
believes the TCR Bonus Plan is an effective means of delivering
performance-based pay and it is the same plan used to determine the
compensation of most managers within the Company. Thus, the Committee
will continue to use the current system of managing the compensation
of Executive Officers in 1999, 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 5-year and 14-year period, assuming $100
invested at December 31, 1993 and December 31, 1984, respectively,
in Chiquita Common Stock, in the Standard & Poor's 500 Stock Index,
and in an industry group index of 17 other fruit and vegetable
companies. The 14-year graph compares Chiquita's performance over
the entire period since 1984, when the current management assumed
responsibility for managing the Company. The calculation of total
shareholder return is based on the increase in the price of the
stock over the relevant period and assumes the reinvestment of all
dividends. In addition, total return for the industry group index
was weighted according to the market capitalization of each company
at the beginning of each period.
The industry group is composed of: The Albert Fisher Group PLC;
Dean Foods Co.; Del Monte Royal Foods Ltd.; Dole Food Co., Inc.;
Fresh America Corporation; Fresh Del Monte Produce Inc.; The Fresh
Juice Company, Inc.; Fyffes PLC; Geest PLC; Northland Cranberries,
Inc.; Odwalla, Inc.; Orange-Co., Inc.; Perkins Foods; Seneca Foods
Corporation; Sylvan Foods Holdings, Inc.; Unimark Group, Inc.; and
United Foods, Inc. Stokely USA, Inc. was removed from the industry
group index as a result of Chiquita's acquisition of that company
in 1998.
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1993-1998)
12/93 12/94 12/95 12/96 12/97 12/98
_____ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C>
Chiquita 100 120 123 116 150 89
S&P 500 100 101 139 168 220 278
Fruit & Veg. Related 100 85 99 103 135 101
</TABLE>
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1984-1998)
12/84 12/85 12/86 12/87 12/88 12/89 12/90 12/91 12/92 12/93 12/94 12/95 12/96 12/97 12/98
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chiquita 100 259 311 431 470 505 944 1,196 534 369 442 453 426 553 329
S&P 500 100 132 156 164 191 252 244 318 343 377 382 526 632 828 1,049
Fruit & Veg. Related 100 127 161 178 221 271 292 281 218 231 206 241 266 346 270
</TABLE>
OTHER INFORMATION
Certain Transactions
In 1998, the Company received payments from AAG of approximately
$300,000 related to AAG's use of the Company's cafeteria. Prior to
September 1996, AAG subleased office space from Chiquita. In September
1996, the Company obtained an early cancellation of its base lease in
exchange for the Company and AAG entering into new, separate leases for
the office space with a third party. Chiquita's lease costs under its
new lease are less than they were under the old base lease. As
consideration for AAG canceling the sublease, the Company agreed to
reimburse AAG for the difference between AAG's rent under its new lease
and the rent that it would have paid under the sublease through April
1998, the original expiration date of the sublease and the Company's
base lease. These lease reimbursements totaled $287,000 in 1998, which
represents the final amount to be reimbursed to AAG.
During 1998, the Company paid approximately $94,000 to The
Cincinnatian Hotel, which is owned by a subsidiary of AFG, for room
rentals and use of meeting facilities.
During 1998, the Company paid approximately $113,000 to American
Money Management Corporation, which is owned by a subsidiary of AFG,
for use of its corporate aircraft.
Chiquita believes the financial terms of the transactions described
above were fair to Chiquita and were comparable to those that would
apply to unrelated parties.
The Company's Independent Auditors
The accounting firm of Ernst & Young LLP served as the Company's
independent auditors for 1998. They also served as independent
auditors for AFG and its subsidiaries. One or more representatives
of Ernst & Young LLP will attend the Annual Meeting. They will be
given the opportunity to make a statement if they desire and will be
available to respond to appropriate questions from shareholders.
No auditor has yet been selected for the current year, since it
is Chiquita's practice to select its independent auditors after the
Annual Meeting.
Deadline for Submitting Shareholder Proposals for the 2000 Annual
Meeting
In order for shareholder proposals to be eligible for inclusion
in the Company's Proxy Statement for the 2000 Annual Meeting of
Shareholders, they must be received by the Company before December 15,
1999. Any shareholder who intends to propose any other matter to be
acted upon at the 2000 Annual Meeting must inform the Company of their
intention to do so before February 28, 2000. If notice is not
received by that date, then the persons named as proxies in the Company's
Proxy Statement for the 2000 Annual Meeting will be allowed to exercise
their discretionary authority to vote upon any matter presented at the
meeting without the matter being discussed in the proxy statement.
Proposals and notices of other matters should be mailed to the
attention of the Corporate Secretary of the Company at the Company's
executive offices in Cincinnati, Ohio, as set forth below.
Requests for Form 10-K
The Company's 1998 Annual Report to Shareholders has already been
mailed to you. If you would like to receive a copy of the Company's
1998 Annual Report on Form 10-K that was filed with the Securities and
Exchange Commission, we will send you one without charge. Please write
to:
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
Attn: Joseph W. Hagin II
Vice President, Corporate Affairs
By order of the Board of Directors,
Robert W. Olson
Senior Vice President, General Counsel
and Secretary
Cincinnati, Ohio
April 12, 1999
<PAGE>
CHIQUITA BRANDS INTERNATIONAL, INC.
Proxy for Annual Meeting
Registration Name and Address
P
R
O
X
Y
The undersigned hereby appoints Steven G. Warshaw 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, $.01 par value, which the undersigned
would be entitled to vote at the Annual Meeting of Shareholders of Chiquita
Brands International, Inc. to be held Wednesday, May 12, 1999 at 10:00 a.m.,
and any adjournment of such meeting.
The Board of Directors recommends a vote FOR the following:
Election of seven Directors:
[ ] FOR AUTHORITY to elect [ ] WITHHOLD AUTHORITY
the nominees listed below to vote for all nominees
(except those whose names listed below
have been crossed out)
Carl H. Lindner Jean Head Sisco Oliver W. Wadell
Keith E. Lindner William W. Verity Steven G. Warshaw
Fred J. Runk
The proxies are further authorized in their discretion to vote upon such other
business as may properly come before the meeting and any adjournment of the
meeting.
Dated _____________, 1999 Signature:__________________________________
Signature:__________________________________
(if held Important: Please sign exactly as
jointly) name(s) appears on this form
indicating, where proper, official
position or representative capacity.
In the case of joint holders, all
should sign.
TO VOTE YOUR SHARES, YOU MUST MARK, SIGN, DATE AND RETURN THIS PROXY CARD.
When properly signed, this proxy will be voted in the manner directed by the
above signed shareholder(s). A properly signed proxy that gives no direction
will be voted for the election of all nominees for Director.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
___________________________________________________________
