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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, 1999 Number 1-1550
CHIQUITA SAVINGS AND INVESTMENT PLAN
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
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<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
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<TABLE>
<CAPTION>
Page(s)
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<S> <C>
Report of Independent Auditors
------------------------------ 1
Audited Financial Statements
----------------------------
Statement of Net Assets Available for Benefits
as of December 31, 1999 and 1998 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 1999 and 1998 3
Notes to Financial Statements 4 - 8
Supplemental Schedule
-------------------
Schedule of Assets Held for Investment Purposes
at End of Year 9
Signature
--------- 10
Exhibit
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Consent of Independent Auditors Exhibit 1
</TABLE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Employee Benefits Committee
Plan Administrator 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,
1999 and 1998, 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the changes in net assets
available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying
supplemental schedule of assets held for investment purposes at end of
year as of December 31, 1999 is presented for purposes of additional
analysis and is not a required part of the financial statements but is
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. This supplemental schedule is
the responsibility of the Plan?s management. The supplemental schedule
has been subjected to the auditing procedures applied in our audits of
the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 12, 2000
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
Investments, at fair value $58,204,953 $52,620,333
Contributions receivable:
Participant 12,280 36,548
Company 1,824,463 1,853,025
----------- -----------
Net assets available for benefits $60,041,696 $54,509,906
=========== ===========
</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,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
Investment income:
Dividends $2,589,562 $1,369,741
Interest 79,645 84,482
Net appreciation (depreciation) in
fair value of investments 1,934,753 (3,971,486)
Contributions:
Participant 3,047,817 3,083,608
Company 3,109,902 3,032,278
Rollovers 474,575 41,657
----------- -----------
11,236,254 3,640,280
Less: Distributions to
participants (5,704,464) (3,779,631)
---------- ----------
Increase (decrease) in net assets
available for benefits 5,531,790 (139,351)
Net assets available for benefits:
Beginning of the year 54,509,906 54,649,257
----------- ----------
End of the year $60,041,696 $54,509,906
=========== ===========
</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, 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 Contributions Reflect all before-tax, after-tax and
Employee After-Tax Contributions rollover contributions, and the income,
Rollover Contributions losses, withdrawals and distributions
attributable to such contributions.
Company accounts:
Matching Contributions Reflect participant's share of Company
Profit Sharing Contributions contributions, profit-sharing
Non-elective Contributions contributions 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
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").
4
<PAGE>
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 1999 and 1998) as specified by the Code in Internal Revenue
Service ("IRS") notices.
Participant contributions, except for Eligible Participant
Contributions to the Chiquita Common Stock Fund, 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 1999 and 1998.
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
100% of Eligible Participant Contributions in 1999 and 85% in 1998.
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 1999 and 1998. 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.
5
<PAGE>
All Company contributions during 1999 and 1998 were made with shares
of Chiquita Brands International, Inc. common stock ("Chiquita 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 typically 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. An exception was made for 1999 Company Discretionary
Matching Contributions, which were transferred to the Company Non-
restricted Contributions Account on April 1, 2000.
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 1999 and 1998) or 25% of the
participant's compensation for that calendar year.
Investment Options
------------------
Upon enrollment in the Plan, participants may direct their
contributions to any of the Plan's investment options. 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.
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.
6
<PAGE>
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 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.
INVESTMENTS
----------
The following presents investments, at fair value, that represent five
percent or more of the Plan's net assets:
<TABLE>
<CAPTION>
December 31,
--------------------------
1999 1998
------------ ------------
<S> <C> <C>
Putnam New Opportunities Fund $ 17,892,383 $ 11,985,494
Putnam S&P 500 Index Fund 15,144,961 14,044,922
Chiquita Brands International, Inc.
common stock 9,343,447 14,544,249
Putnam Stable Value Fund 6,148,426 6,062,770
</TABLE>
7
<PAGE>
During 1999 and 1998, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1999 1998
------------ ------------
<S> <C> <C>
Mutual funds $ 10,532,050 $ 5,436,176
Chiquita Brands International, Inc.
common stock (8,597,297) (9,407,662)
------------ ------------
$ 1,934,753 $ (3,971,486)
============ ============
</TABLE>
RELATED PARTY TRANSACTIONS
------------------------
During the year ended December 31, 1999, the Plan purchased 1,619,389
shares and sold 1,173,315 shares of Chiquita Brands International, Inc.
common stock and received dividends of $354,519 from Chiquita Brands
International, Inc.
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.
NONPARTICIPANT-DIRECTED INVESTMENTS
-----------------------------------
Information about the net assets and the changes in net assets of
nonparticipant-directed investments follows:
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
Investment in Chiquita Brands
International, Inc. common stock $ 2,968,493 $ 3,937,186
============ ============
Year Ended December 31,
---------------------------
1999 1998
------------ ------------
Changes in net assets:
Contributions $ 3,905,789 $ 3,857,101
Dividends 96,716 73,029
Net depreciation in fair value (2,445,531) (2,689,296)
Benefits paid to participants (157,828) (241,549)
Transfers to participant-directed
investments (2,367,839) (3,318,588)
------------ ------------
$ (968,693) $ (2,319,303)
============ ============
</TABLE>
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.
8
<PAGE>
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
EIN No. 04-1923360, Plan No. 003
<TABLE>
<CAPTION>
Number of Shares or
Rate of Interest and Current
Identity of Issue/Description of Asset Maturity Date Value
-------------------------------------- -------------------- ------------
<S> <C> <C>
* Putnam New Opportunities Fund 196,706 shares $ 17,892,383
* Putnam S&P 500 Index Fund 433,456 units 15,144,961
* Chiquita Brands International,
Inc. common stock, $.01 par value 1,967,041 shares 9,343,447 **
* Putnam Stable Value Fund 6,148,426 units 6,148,426
* Putnam Asset Allocation: Balanced
Portfolio 160,944 shares 2,085,833
* Putnam Voyager Fund 51,794 shares 1,603,533
* Putnam International Growth Fund 47,112 shares 1,398,288
Franklin Templeton Small Cap
Growth Fund 29,369 shares 1,296,032
* Putnam Income Fund 157,623 shares 1,002,480
* The Putnam Fund for Growth
and Income 40,847 shares 765,889
* Putnam Asset Allocation:
Conservative Portfolio 33,662 shares 354,796
* Putnam Asset Allocation:
Growth Portfolio 19,377 shares 294,533
Participant loans receivable Interest rates range
from 7.0% to 10.0%;
maturities range from
1 to 10 years 874,352
-----------
$58,204,953
===========
</TABLE>
* Denotes party-in-interest.
** Historical cost of shares is $23,895,283.
9
<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 23, 2000 By: /s/ Bryan M. Valentine
-----------------------------------
Bryan M. Valentine, Chairman of the
Employee Benefits Committee
10
<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, 33-56572, 333-
39671 and 333-93517) pertaining to the Chiquita Savings and Investment
Plan and in the related Prospectus of our report dated June 12, 2000,
with respect to the financial statements and schedule of the Chiquita
Savings and Investment Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 21, 2000
