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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
April 10, 2000
FRESH DEL MONTE PRODUCE INC.
(Exact Name of Registrant as Specified in Its Charter)
THE CAYMAN ISLANDS
(State or Other Jurisdiction of
Incorporation or Organization)
C/O DEL MONTE FRESH PRODUCE COMPANY
800 DOUGLAS ROAD
NORTH TOWER, 12TH FLOOR
CORAL GABLES, FLORIDA 33134
(Address of Registrant's Principal Executive Offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.]
Form 20-F [X] Form 40-F [ ]
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes [ ] No [X]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FRESH DEL MONTE PRODUCE INC.
Date: April 10, 2000 By:/s/ HANI EL-NAFFY
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Hani El-Naffy
President & Chief Operating Officer
By:/s/ JOHN F. INSERRA
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John F. Inserra
Executive Vice President &
Chief Financial Officer
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FRESH DEL MONTE PRODUCE INC.
[FRESH DEL MONTE PRODUCE LOGO]
2000
NOTICE OF
ANNUAL GENERAL MEETING
AND PROXY STATEMENT
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[FRESH DEL MONTE PRODUCE LOGO]
FRESH DEL MONTE PRODUCE INC.
C/O WALKER, ATTORNEYS-AT-LAW
P.O. BOX 265GT, WALKER HOUSE
MARY STREET, GEORGE TOWN
GRAND CAYMAN, CAYMAN ISLANDS
U.S. EXECUTIVE OFFICES:
800 DOUGLAS ENTRANCE
NORTH TOWER - 12TH FLOOR
CORAL GABLES, FLORIDA 33134
TELEPHONE: (305) 520-8156
FAX: (305) 305-567-0320
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April 10, 2000
To The Shareholders of Fresh Del Monte Produce Inc.:
You are cordially invited to attend the Annual General Meeting of Shareholders
of Fresh Del Monte Produce Inc. (the "Company") on Tuesday, May 9, 2000 (the
"Annual General Meeting"), at the Hyatt Regency Coral Gables, 50 Alhambra Plaza,
Coral Gables, Florida 33134, at 11:00 a.m. local time. A Notice of the Meeting,
a Proxy and a Proxy Statement containing information about the matters to be
voted upon at the Annual General Meeting are enclosed.
All registered holders of Ordinary Shares as of the close of business on Friday,
March 31, 2000, will be entitled to vote at the Annual General Meeting on the
basis of one vote for each Ordinary Share held.
A record of the Company's activities for the fiscal year 1999 is included in the
annual report to Shareholders enclosed with this letter. Whether or not you plan
to attend the Annual General Meeting, the Company requests that you please
exercise your voting rights by completing and returning your Proxy promptly in
the enclosed self-addressed stamped envelope. If you attend the meeting and
desire to vote in person, your Proxy will not be used.
Sincerely,
/s/ Mohammad Abu-Ghazaleh
Mohammad Abu-Ghazaleh
Chairman and Chief Executive Officer
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FRESH DEL MONTE PRODUCE INC.
NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 9, 2000
To The Holders of Ordinary Shares:
The Annual General Meeting of Shareholders of Fresh Del Monte Produce
Inc. (the "Company"), a Cayman Islands company, will be held on Tuesday, May 9,
2000, at the Hyatt Regency Coral Gables, 50 Alhambra Plaza, Coral Gables,
Florida 33134, at 11:00 a.m. local time at which meeting the following matters
will be put to the vote of the Shareholders:
PROPOSAL NO. 1
1. That (a) Mohammad Abu-Ghazaleh be re-elected as a Director to
hold office until the Annual General Meeting of Shareholders
(the "Annual General Meeting") to be held in 2003 (b) Hani
El-Naffy be re-elected as a Director to hold office until the
Annual General Meeting to be held in 2003 (c) John H. Dalton
be appointed, confirmed, ratified and elected as a Class III
Director by the Shareholders to hold office until the Annual
General Meeting to be held in 2003, and (d) Edward L. Boykin
be appointed, confirmed, ratified and elected as Class I
Director by the Shareholders to hold office until the Annual
General Meeting to be held in 2001.
PROPOSAL NO. 2
2. That the Company's financial statements for the 1999 fiscal
year ended December 31, 1999 be approved and adopted.
PROPOSAL NO. 3
3. That the appointment of Ernst & Young, LLP. ("Ernst & Young")
as independent auditors for the 2000 fiscal year ending
December 29, 2000 be approved and ratified.
The Board of Directors has fixed the close of business on Friday, March
31, 2000 as the record date for the determination of Shareholders entitled to
notice of and to vote at the Annual General Meeting and any postponement or
adjournment thereof. Accordingly, only holders of record of Fresh Del Monte
Produce Inc. Ordinary Shares at the close of business on such date shall be
entitled to vote at the meeting and any postponement or adjournment thereof.
We ask that you vote, date, sign and return the enclosed Proxy in the
self-addressed stamped envelope. You may revoke your Proxy and vote in person if
you later decide to attend in person.
By Order of the Board of Directors,
/s/ Zoltan Pinter
Zoltan Pinter
Vice President, General Counsel and Secretary
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PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement and accompanying Proxy are being mailed to Shareholders in
connection with the solicitation of proxies by the Board of Directors of Fresh
Del Monte Produce Inc. ("Fresh Del Monte" or the "Company") for the 2000 Annual
General Meeting of the Company. The Company's Annual Report for the 1999 fiscal
year ended December 31, 1999, which is not a part of this Proxy Statement,
accompanies this Proxy Statement.
When your Proxy is returned properly executed, the Ordinary Shares it represents
will be voted in accordance with your specifications. You have three choices as
to your vote on each of the items described in this Proxy Statement that are to
be voted upon at the Annual General Meeting. You may vote "for" or "against"
each item or "abstain" from voting by marking the appropriate box.
If you sign and return your Proxy but do not specify any choices you will
thereby confer discretionary authority for your Ordinary Shares to be voted as
recommended by the Board of Directors. The Proxy also confers discretionary
authority on the individuals named therein to vote on any variations to the
proposed resolutions.
Whether or not you plan to attend the meeting, you can be assured that your
Ordinary Shares are voted by completing, signing, dating and returning the
enclosed Proxy. You may revoke your Proxy at any time before it is exercised by
giving written notice thereof to the Secretary of Fresh Del Monte, by submitting
a subsequently dated Proxy, by attending the meeting and withdrawing the Proxy,
or by voting in person at the meeting.
Each holder of the 53,763,600 Ordinary Shares in the capital of Fresh Del Monte
in issue, and recorded in the Register of Members of the Company at the close of
business on Friday, March 31, 2000, is entitled to one vote for each Ordinary
Share so held at the Annual General Meeting. All such Ordinary Shares entitled
to vote at the Annual General Meeting are referred to herein as "Record Shares."
The presence in person or by proxy of Shareholders holding a majority of the
Record Shares will constitute a quorum for the transaction of business at the
Annual General Meeting.
BOARD OF DIRECTORS
The Board of Directors ("Board") is responsible for establishing broad corporate
policies and for overseeing the overall performance of Fresh Del Monte. The
Board reviews significant developments affecting Fresh Del Monte and acts on
other matters requiring its approval.
The current standing committees of the Board are the Audit Committee and
Compensation Committee.
THE AUDIT COMMITTEE (i) recommends the selection of independent auditors for the
Company, (ii) confirms the scope of audits to be performed by such auditors, and
(iii) reviews audit results and the Company's accounting and internal control
procedures and policies. The Audit Committee also reviews and recommends
approval of (i) the audited financial statements of the Company, (ii) the
quarterly and annual filings of the Company with the Securities and Exchange
Commission ("SEC"), and (iii) the Company's Annual Report to Shareholders. In
addition, the Audit Committee has the authority to monitor and oversee
compliance with the Company's Statement of Conflicts of Interest Policy and
Legal Compliance and Confidentiality and Proprietary Information Policy. The
Audit Committee is comprised of three of the Company's independent directors,
Edward L. Boykin, Marvin P. Bush and John H. Dalton.
THE COMPENSATION COMMITTEE (i) reviews the compensation and benefits of
executive officers, directors, key employees, and consultants, and (ii) reviews,
recommends, and in certain cases determines, subject to ratification by the
Board of Directors, executive compensation. The Compensation Committee also acts
as the administrator for the Company's 1997 and 1999 Share Incentive Plans and
reviews and recommends approval of all periodic filings in respect of executive
and other compensation required to be made by the Company with the SEC. The
Compensation Committee is comprised of two of the Company's independent
directors, Stephen L. Way and Marvin P. Bush.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the 2000 Annual General Meeting, two directors are proposed to be re-elected
for the terms described below: (a) Mohammad Abu-Ghazaleh -- Annual General
Meeting 2003, and (b) Hani El-Naffy -- Annual General Meeting 2003, and two
directors are proposed to be appointed, confirmed, ratified and elected for the
terms described below: (c) John H. Dalton -- Annual General Meeting 2003, and
(d) Edward L. Boykin - Annual General Meeting 2001. A brief summary of each
nominee's principal occupation, business affiliations and other information
follows.
MOHAMMAD ABU-GHAZALEH -- CHAIRMAN OF THE BOARD, DIRECTOR AND CHIEF EXECUTIVE
OFFICER. Mr. Abu-Ghazaleh has served as the Chairman of our Board of Directors
and Chief Executive Officer since December 1996. He was also the President and
Chief Executive Officer of IAT Group Inc. Mr. Abu-Ghazaleh was President and
Chief Executive Officer of United Trading Company from 1986 to 1996. Prior to
that time, he was General Manager for Metico (Dubai) from 1976 to 1986 and
General Manager for Metico (Kuwait) from 1967 to 1975.
HANI EL-NAFFY -- PRESIDENT, DIRECTOR AND CHIEF OPERATING OFFICER. Mr. El-Naffy
has served as our President, Director and Chief Operating Officer since December
1996. Prior to that time, he served as Executive Director for United Trading
Company from 1986 until December 1996. From 1976 to 1986, he was the
President/General Manager of T.C.A. Shipping.
JOHN H. DALTON -- DIRECTOR. Mr. Dalton was appointed to the Board of Directors
on May 11, 1999. He is now Chairman & CEO of Metal Technology, Inc. He has held
three presidential appointments. Most recently, he served as Secretary of the
Navy from July 1993 through November 1998. Prior to serving as Secretary of the
Navy, he served as a member and chairman of the Federal Home Loan Bank Board
from December 1979 through July 1981. Before being appointed to the Bank Board,
Mr. Dalton held the position of President of the Government National Mortgage
Association of the U.S. Department of Housing and Urban Development from April
1977 through April 1979. Mr. Dalton also serves on the Board of Directors of
Niagra Mohawk Holdings, Inc., Trans Technology, Inc., Metal Technology, Inc. and
The Cantor Exchange & IPG Photonics Corporation.
EDWARD L. BOYKIN -- DIRECTOR. Mr. Boykin was appointed to the Board of Directors
on November 1, 1999. Following a 30-year career with Deloitte & Touche LLP., Mr.
Boykin retired in 1991 and is currently a private consultant and serves on
several corporate boards.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RE-ELECTION OF MOHAMMAD
ABU-GHAZALEH AND HANI EL-NAFFY AND THAT YOU APPOINT, CONFIRM, RATIFY AND ELECT
JOHN H. DALTON AND EDWARD L. BOYKIN. UNLESS DIRECTED TO THE CONTRARY, THE
ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED FOR THE ELECTION OF
ALL NOMINEES.
PROPOSAL NO. 2
APPROVAL AND ADOPTION OF THE COMPANY'S 1999 FISCAL YEAR FINANCIAL STATEMENTS
The financial statements of the Company for the 1999 fiscal year ended December
31, 1999 are being submitted to the Shareholders for their approval and
adoption. The Company's 1999 Fiscal Year Financial Statements appear in the
Company's Annual Report accompanying this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND ADOPTION OF
THE COMPANY'S 1999 FISCAL YEAR FINANCIAL STATEMENTS. UNLESS DIRECTED TO THE
CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID PROXIES WILL BE VOTED FOR THE
APPROVAL AND ADOPTION OF THE COMPANY'S 1999 FISCAL YEAR FINANCIAL STATEMENTS.
PROPOSAL NO. 3
APPROVAL AND RATIFICATION OF THE REAPPOINTMENT OF INDEPENDENT AUDITORS
In accordance with the recommendation of the Audit Committee, the Board of
Directors has re-appointed Ernst & Young as independent auditors of the Company
for the 2000 fiscal year ending December 29, 2000, subject to approval and
ratification by the Shareholders. If the Shareholders do not approve and ratify
the reappointment of Ernst & Young, the selection of other independent auditors
will be considered by the Audit Committee and the Board of Directors.
Ernst & Young served as independent auditors of Fresh Del Monte for the
Company's 1996, 1997, 1998 and 1999 fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL AND RATIFICATION OF
THE REAPPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS OF THE COMPANY.
UNLESS DIRECTED TO THE CONTRARY, THE ORDINARY SHARES REPRESENTED BY VALID
PROXIES WILL BE VOTED FOR THE APPROVAL AND
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RATIFICATION OF THE REAPPOINTMENT OF ERNST & YOUNG AS INDEPENDENT AUDITORS OF
THE COMPANY.
VOTE REQUIRED TO APPROVE MATTERS SUBMITTED TO SHAREHOLDERS
Approval of each of the items which are submitted to a vote of the Shareholders
at the 2000 Annual General Meeting will require the affirmative vote of the
holders of a majority of the Ordinary Shares of the Company recorded on the
Company's Register of Members at the close of business on Friday, March 31, 2000
(the "Record Shares") present in person or represented by proxy.
IAT GROUP INC., THE HOLDER OF A MAJORITY OF RECORD SHARES (THE "MAJORITY
HOLDER"), OWNS AND HAS THE POWER TO VOTE A SUFFICIENT NUMBER OF RECORD SHARES TO
APPROVE EACH OF THE PROPOSALS DESCRIBED HEREIN. REPRESENTATIVES FOR THE MAJORITY
HOLDER HAVE INDICATED THAT THE MAJORITY HOLDER WILL VOTE ALL OF ITS RECORD
SHARES IN FAVOR OF EACH OF THE PROPOSALS AND THEREFORE, ADOPTION OF EACH
PROPOSAL SUBMITTED FOR APPROVAL AT THE 2000 ANNUAL GENERAL MEETING IS ENSURED.
GENERAL
At the date of this Proxy Statement, the Board of Directors has no knowledge of
any business which has been presented for consideration at the 2000 Annual
General Meeting other than that described above.
Present and former officers, directors and other employees of Fresh Del Monte
may solicit proxies by telephone, telecopy, telegram or mail, or by meetings
with Shareholders or their representatives. Fresh Del Monte will reimburse
brokers, banks or other custodians, nominees and fiduciaries for their charges
and expenses in forwarding proxy material to beneficial owners. All expenses of
solicitation of proxies will be borne by Fresh Del Monte.
By Order of the Board of Directors,
/s/ Zoltan Pinter
Zoltan Pinter
Vice President, General Counsel and Secretary
Dated: April 10, 2000
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Please mark your votes as
indicated in the example [X]
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTIONS Nominees:
[ ] FOR all nominees listed to the right 1. Mohammad Abu-Ghazaleh 3. John H. Dalton
(except as marked to the contrary) 2. Hani El-Naffy 4. Edward L. Boykin
[ ] WITHHOLD AUTHORITY to vote for all (Instruction: To withhold authority to vote for
nominees listed to the right any individual nominee, write that nominee's name
on the space provided below.)
_________________________________________________
2. APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS FOR THE 1999 FISCAL YEAR ENDED DECEMBER 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN [ ] I PLAN TO ATTEND THE MEETING
3. APPROVAL OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR THE 2000 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
</TABLE>
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Dated: ____________________________________, 2000
_________________________________________________
(Signature)
_________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
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FOLD AND DETACH HERE
ADMISSION TICKET
ANNUAL GENERAL MEETING OF
SHAREHOLDERS
MAY 9, 2000
10:00 A.M. (EST)
HYATT REGENCY CORAL GABLES
50 ALHAMBRA PLAZA
CORAL GABLES, FL 33134
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
FRESH DEL MONTE PRODUCE INC.
The undersigned hereby appoints the Chairman of the Board of Directors of
Fresh Del Monte Produce, Inc. ("Fresh Del Monte") and alternatively, each other
Director of Fresh Del Monte as proxy, each with power to act without the other
and with power of substitution, and hereby authorizes the Chairman or such
Directors to represent and vote all the Ordinary Shares of Fresh Del Monte
standing in the name of the undersigned with all powers which the undersigned
would possess if present at the Annual General Meeting of Shareholders of the
Company to be held on May 9, 2000 or any adjournment or postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE TO
SERVE AS A DIRECTOR AND "FOR" PROPOSALS 2 AND 3. IF NO DIRECTION IS GIVEN IN
THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3 OR ANY VARIATIONS OF SUCH
PROPOSALS.
(CONTINUED ON REVERSE SIDE)
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FOLD AND DETACH HERE
IF YOU INTEND TO ATTEND THE ANNUAL GENERAL MEETING,
PLEASE BE SURE TO CHECK THE "I PLAN TO ATTEND THE
MEETING" BOX ON THE REVERSE SIDE OF THE PROXY.
