SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK
PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the fiscal year ended December 31, 2001
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
For the transition period from to
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Commission file number 1-1550
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Full title of the plan and the address of the plan if different
from that of the issuer named below:
CHIQUITA SAVINGS AND INVESTMENT PLAN
Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
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Page(s)
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Report of Independent Auditors
- ------------------------------ 1
Audited Financial Statements
- ----------------------------
Statement of Net Assets Available for Benefits
as of December 31, 2001 and 2000 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 2001 and 2000 3
Notes to Financial Statements 4 - 9
Supplemental Schedule
- ---------------------
Schedule of Assets (Held At End of Year) 10
Signature 11
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Exhibit
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Consent of Independent Auditors Exhibit 1
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, 2001 and 2000, 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, 2001 and 2000,
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 at end of
year) as of December 31, 2001 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 audit 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 13, 2002
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31,
--------------------------
2001 2000
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Investments, at fair value $34,842,488 $39,426,517
Contributions receivable:
Participant -- 4,184
Company 1,752,328 1,599,609
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Net assets available for benefits $36,594,816 $41,030,310
=========== ===========
See accompanying notes to financial statements.
2
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year Ended December 31,
--------------------------
2001 2000
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Investment income:
Dividends $ 620,178 $ 2,767,568
Interest 47,600 62,837
Net depreciation in fair
value of investments (7,041,545) (17,401,256)
Contributions:
Participant 2,323,862 2,530,479
Company 2,628,266 2,669,825
Rollovers 687,787 189,621
------------ ------------
(733,852) (9,180,926)
Less: Distributions to
participants (3,701,642) (9,830,460)
------------ ------------
Decrease in net assets
available for benefits (4,435,494) (19,011,386)
Net assets available for benefits:
Beginning of the year 41,030,310 60,041,696
------------ ------------
End of the year $ 36,594,816 $ 41,030,310
============ ============
See accompanying notes to financial statements.
3
CHIQUITA SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF THE PLAN
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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
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The Plan is a defined contribution plan available for
participation by substantially all full-time and part-time
domestic salaried employees of Chiquita Brands International,
Inc. (the "Company" or "Plan Sponsor") 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 would become 100% vested in their accounts.
The assets of the Plan at December 31, 2001 and 2000 are held
by Putnam Fiduciary Trust Company (the "Trustee"). Pending
investment in each fund's primary investment vehicle, the Trustee
may invest monies temporarily in short-term investments.
Financial Condition of Plan Sponsor
- -----------------------------------
On March 19, 2002, the Plan Sponsor completed its financial
restructuring when its pre-arranged Plan of Reorganization under
Chapter 11 of the U.S. Bankruptcy Code became effective. The
assets of the Plan were legally protected from creditors during
the bankruptcy proceedings, which commenced November 28, 2001.
In accordance with the Plan Sponsor's Plan of Reorganization,
all Chiquita Brands International, Inc. common stock, par value
$.01 per share ("Chiquita Common Stock"), existing at December
31, 2001 was cancelled. These shares were converted into the
right to receive shares of a new class of Chiquita Common Stock,
par value $.01 per share, and 7-year warrants to subscribe for
shares of the new Chiquita Common Stock. Every 1,000 shares of
old Chiquita Common Stock were exchanged for 7.1 shares of new
Chiquita Common Stock and 118.9 warrants. The warrants have an
exercise price of $19.23 per share and will be exercisable
through March 19, 2009.
Participant Accounts
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Participants may have up to six accounts under the Plan:
Account Description of Account
- ----------------------------------- --------------------------
Employee accounts:
Employee Before-Tax Contributions Reflect all before-tax,
Employee After-Tax Contributions after-tax and rollover
Rollover Contributions contributions, and the
income, losses, withdrawals
and distributions
attributable to such
contributions.
4
Company accounts:
Matching Contributions Reflect participant's share
Profit Sharing Contributions of Company contributions,
Non-elective Contributions profit-sharing 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.
Prior to November 23, 2000, the Employee Before-Tax Contributions
Account had two sub-accounts - the "Participant Restricted
Contributions Account" and the "Participant Non-restricted
Contributions Account." The Company Matching Contributions
Account also had two sub-accounts - the "Company Restricted
Contributions Account" and the "Company Non-restricted
Contributions Account." Contributions to the restricted accounts
were allocated to the Chiquita Common Stock Fund and could not be
directed to other investment funds for a certain period of time
(see "Participant Contributions" and "Company Contributions"). On
November 23, 2000, all existing balances in the restricted
accounts were transferred to the non-restricted accounts, which
allowed participants to direct those balances to any investment
fund.
Participant Contributions
- -------------------------
In 2002, participants may elect to defer as a Before-Tax
Contribution any whole percentage of their compensation from 1%
to 15% of compensation, subject to the non-discrimination
standards of the Internal Revenue Code (the "Code"). Before-Tax
Contributions were limited to 12% in 2001 and 2000.
Participants' taxable compensation is reduced by the amount of
Before-Tax Contributions, and such amounts are 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 ($11,000 for 2002 and $10,500 for 2001 and 2000) as
specified by the Code in Internal Revenue Service ("IRS")
notices. The first 6% of compensation contributed to the Plan
("Eligible Participant Contributions") is eligible for employer
matching contributions. Prior to 1989, participants could also
elect to make After-Tax Contributions.
Prior to November 23, 2000, Eligible Participant Contributions
to the Chiquita Common Stock Fund were placed in the Participant
Restricted Contributions Account. These restricted contributions
were 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. Effective
November 23, 2000, the Plan was amended such that all participant
contributions are now allocated directly to the Participant Non-
restricted Contributions Account.
Since January 16, 2001, participant contributions to the
Chiquita Common Stock Fund have not been permitted. Participants
have been permitted to keep existing balances at January 16, 2001
in the Chiquita Common Stock Fund. However, if a participant
chooses to transfer any funds from the Chiquita Common Stock Fund
to another investment fund after that date, the participant is
not permitted to transfer those amounts back to the Chiquita
Common Stock Fund.
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.
5
Company Contributions
- ---------------------
The Company makes a Basic Matching Contribution and may make a
Discretionary Matching Contribution, as described below. These
contributions are based on Eligible Participant Contributions.
The Company's matching contributions are subject to the
non-discrimination standards of the Code.
BASIC MATCHING CONTRIBUTIONS The Basic Matching Contribution,
amounted to 50% of Eligible Participant Contributions in 2001
and 2000. In 2002, the Basic Matching Contribution has been
increased to 75% (or such higher percentage as the Plan
Administrative Committee may in its discretion announce) of
Eligible Participant Contributions.
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 115% of Eligible Participant
Contributions in 2001 and 100% in 2000.
STOCK INCENTIVE MATCHING CONTRIBUTIONS Prior to January 1,
2001, the Company could, at its discretion, contribute an
additional matching contribution for Eligible Participant
Contributions invested in the Chiquita Common Stock Fund.
Because, since January 16, 2001, participants have no longer
been able to invest in the Chiquita Common Stock Fund, the
Stock Incentive Matching Contribution was eliminated in 2001.
The Stock Incentive Matching Contribution was 40% in 2000.
Since November 23, 2000, all Company matching contributions
have been made in cash, allocated to the Company Non-restricted
Contributions Account and invested proportionally in the same
fund options that participants have selected for their Before-Tax
Contributions. Prior to November 23, 2000, all Company
contributions were made in shares of Chiquita Common Stock and
were allocated to the Company Restricted Contributions Account
within the Chiquita Common Stock Fund. Prior to November 23,
2000, amounts allocated to the Company Restricted Contributions
Account were 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. In addition,
on November 23, 2000, all amounts then allocated to the Company
Restricted Contributions Account were transferred to the Company
Non-restricted Contributions Account.
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 ($40,000
for 2002, $35,000 for 2001 and $30,000 for 2000) or 100% (25% in
2001 and 2000) of the participant's compensation for that
calendar year.
Investment Options
- ------------------
Prior to January 16, 2001, participants could direct their
contributions to any of the Plan's investment options. Since
January 16, 2001, participants have not been permitted to direct
new contributions, or allocate prior contributions, to the
Chiquita Common Stock Fund. 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.
6
Vesting
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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 becomes fully vested in
Company Accounts immediately at age 65 while still actively
employed or when employment terminates as a result of retirement,
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 new Chiquita
Common Stock from the Chiquita Common Stock Fund and cash from
all other investment funds. In addition, other forms of
distribution are permitted for participants' account balances
from merged plans, including qualified joint and survivor
annuities and monthly installment payments.
Participants may, with the approval of the Plan Administrator,
borrow amounts from certain of their accounts subject to
conditions and terms as set forth by the Plan Administrator.
SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------
Basis of Accounting
- -------------------
The accompanying financial statements of the Plan have been
prepared on the accrual basis.
Use of Estimates
- ----------------
The financial statements have been prepared in conformity with
generally accepted accounting principles, which require
management to make estimates and assumptions that affect the
amounts and disclosures reported in the financial statements and
accompanying notes.
Valuation of Investments
- ------------------------
Chiquita Common Stock is valued at the last sales price
reported on the New York Stock Exchange on the day of valuation.
Units of participation in common/collective trusts (Putnam Stable
Value Fund and Putnam S&P 500 Index Fund) are valued at
redemption value. The shares of registered investment companies
(the remainder of the 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.
7
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:
December 31,
-------------------------
2001 2000
----------- -----------
Putnam S&P 500 Index Fund $ 9,367,560 $ 10,604,301
Putnam New Opportunities Fund 7,726,294 12,079,641
Putnam Stable Value Fund 5,585,766 4,201,660
Pimco Total Return Fund 2,022,548 915,995
Franklin Templeton Small Cap
Growth Fund 1,980,428 2,273,504
During 2001 and 2000, the Plan's investments (including gains
and losses on investments bought and sold, as well as held during
the year) depreciated in value as follows:
Year Ended December 31,
----------------------------
2001 2000
------------ -------------
Mutual funds $ (6,902,662) $ (8,961,162)
Chiquita Brands International, Inc.
common stock (138,883) (8,440,094)
------------ -------------
$ (7,041,545) $ (17,401,256)
============ =============
RELATED PARTY TRANSACTIONS
- --------------------------
During the years ended December 31, 2001 and 2000, the Plan
purchased 71,913 and 2,020,863 shares and sold 842,301 and
1,777,587 shares, respectively, of Chiquita Brands International,
Inc. common stock. All purchases and sales were conducted at
market prices.
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.
8
NONPARTICIPANT-DIRECTED INVESTMENTS
- -----------------------------------
Information about the changes in net assets of nonparticipant-
directed investments follows:
Year Ended December 31,
------------------------
2001 2000
----------- -----------
Changes in net assets:
Contributions $ -- $ 3,367,013
Dividends -- --
Net depreciation in fair value -- (1,800,090)
Benefits paid to participants -- (163,717)
Transfers to participant-directed
investments -- (4,371,699)
----------- -----------
$ -- $(2,968,493)
=========== ===========
On November 23, 2000, the Plan was amended to allow
participants to direct any investment balance to any of the
Plan's investment options. Since January 16, 2001, participants
have not been permitted to direct new contributions, or allocate
prior contributions, to the Chiquita Common Stock Fund.
Previously, certain amounts invested in Chiquita Common Stock
represented a nonparticipant-directed investment.
TAXES
- -----
The Plan has received determination letters from the Internal
Revenue Service dated November 11, 1996 and March 3, 1998,
stating that the Plan is qualified under Section 401(a) of the
Code and, therefore, the related trust is exempt from taxation.
Because the Plan has been amended since the most recent
determination letter, it applied for a new determination letter
on February 20, 2002, to include the new amendments. Once
qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that
the Plan, as amended, is qualified and the related trust is tax
exempt. The Plan Sponsor will take the necessary steps, if any,
to maintain the Plan's qualified status.
9
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2001
EIN No. 04-1923360, Plan No. 003
Number of Shares
Identity of Issue/ or Rate of Interest Current
Description of Asset and Maturity Date Value
- --------------------------- -------------------- -------------
* Putnam S&P 500 Index Fund 336,358 units $ 9,367,560
* Putnam New Opportunities
Fund 188,538 shares 7,726,294
* Putnam Stable Value Fund 5,585,766 units 5,585,766
Pimco Total Return Fund 193,360 shares 2,022,548
Franklin Templeton Small
Cap Growth Fund 63,536 shares 1,980,428
* The Putnam Fund for Growth
and Income 95,695 shares 1,695,716
* Putnam Asset Allocation:
Balanced Portfolio 157,046 shares 1,540,623
* Putnam International
Growth Fund 67,750 shares 1,342,808
* Putnam Voyager Fund 73,628 shares 1,273,756
* Chiquita Brands
International, Inc.
common stock, $.01
par value 1,285,537 shares 822,744
* Putnam Asset Allocation:
Conservative Portfolio 69,945 shares 607,821
* Putnam Asset Allocation:
Growth Portfolio 38,061 shares 364,241
Participant loans Interest rates
receivable range from 5.75%
to 10.5%;
maturities range
from 1 to 8 years 512,183
-----------
$34,842,488
===========
* Denotes party-in-interest.
10
SIGNATURE
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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 21, 2002 By: /s/ Barry H. Morris
--------------------------------
Barry H. Morris, Chairman of the
Employee Benefits Committee
11