Exhibit 99(b)
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 December 31, 1993
Commission file number 1-1550
John Morrell & Co. Salaried Employees Incentive Savings Plan
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
CONTENTS
Page
Report of Independent Auditors 1
Financial Statements
Statements of Plan Equity at December 31, 1993 and 1992 2
Statements of Income and Changes in Plan Equity for the
Years Ended December 31, 1993, 1992, and 1991 3
Notes to Financial Statements 4
Supplemental Schedules
Assets Held for Investment at December 31, 1993 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1993 Schedule 2
Party-in-Interest Transactions for the Year
Ended December 31, 1993 Schedule 3
Signature
Exhibit
Consent of Independent Auditors Exhibit 1
Report of Independent Auditors
The Administrative Committee
John Morrell & Co. Salaried Employees Incentive Savings Plan
We have audited the accompanying statements of plan equity of the
John Morrell & Co. Salaried Employees Incentive Savings Plan (the
"Plan") as of December 31, 1993 and 1992, and the related
statements of income and changes in plan equity for each of the
three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
Plan at December 31, 1993 and 1992, and its income and changes in
plan equity for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment, reportable transactions
and party-in-interest transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ ERNST & YOUNG
Cincinnati, Ohio
June 28, 1994
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF PLAN EQUITY
December 31,
1993 1992
Investments:
Chiquita Brands International, Inc.:
Capital Stock $2,838,431 $3,240,228
Preferred Stock 98,702 127,653
Lincoln National Pension Insurance Company -- 1,213,011
Equity Fund of Chicago Title and Trust Company4,464,291 4,414,486
Capital Fund of Chicago Title and Trust Company1,929,739 1,913,974
Short Term Investment Fund for Employee Benefit
Plans of Chicago Title and Trust Company 5,938,163 3,270,941
Certificate of Deposit -- 750,000
Investments at fair value 15,269,326 14,930,293
Guaranteed investment contracts with life
insurance companies at contract value 4,000,000 4,500,000
Total investments 19,269,326 19,430,293
Cash -- 19,540
Due from broker for security sales 17,098 --
Participant contributions receivable 209,605 186,192
Loans to participants 1,339,613 1,507,252
Employer contributions receivable 53,809 28,803
Investment income receivable 354,872 341,867
21,244,323 21,513,947
Less:
Payable to participants for distributions (200,615) (360,715)
Due to brokers for security purchases (75) --
Accrued expenses (13,986) --
(214,676) (360,715)
Plan equity at end of year $21,029,647 $21,153,232
See accompanying notes to financial statements.
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Years Ended December 31,
1993 1992 1991
Investment income:
Dividends $ 103,167 $ 96,643 $ 58,340
Interest 651,005 780,274 846,010
Net (depreciation)
appreciation in fair value of
investments (924,217) (2,375,641) 1,952,400
Contributions:
Participant 2,454,086 2,655,084 2,630,322
Employer 431,358 688,523 492,094
2,715,399 1,844,883 5,979,166
Less:
Distributions to participants (2,829,649) (1,642,958) (2,232,499)
Trustee and investment related fees (9,335) (10,770) (9,955)
Net (decrease) increase in plan equity(123,585) 191,155 3,736,712
Plan equity:
Beginning of the year 21,153,232 20,962,077 17,225,365
End of the year $21,029,647 $21,153,232 $20,962,077
See accompanying notes to financial statements.
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
John Morrell & Co. is a wholly-owned subsidiary of Chiquita Brands
International, Inc. ("Chiquita").
The following description of the John Morrell & Co. Salaried
Employees Incentive Savings Plan (the "Plan") provides only general
information. Participants should refer to the Plan documents for
a more complete description of the Plan's provisions.
The Plan is a defined contribution plan established effective
January 1, 1985 to provide a means for tax deferred savings and
investment by eligible employees as additional security for
retirement. The Plan's investments are held in a trust fund (the
"Trust") by Chicago Title and Trust Company (the "Trustee") under
a discretionary trust agreement effective January 1, 1985.
Eligibility for participation -
All non-union salaried employees of John Morrell & Co. (the
"Employer") who have completed one year of service and have
attained the age of twenty-one are eligible to participate in the
Plan. At December 31, 1993, there were 954 employees participating
in the Plan.
Contributions -
The Plan is funded by participants' contributions and matching
contributions by the Employer. Participants contribute to the Plan
through payroll deduction, subject to certain maximum dollar
amounts, any whole percentage between one percent and twelve
percent of eligible compensation. The Plan limits the maximum
amount of a participant's contribution in any plan year to 12% of
compensation, subject to the anti-discrimination standards of the
Internal Revenue Code (the "Code"). A participant's taxable
compensation is reduced by the amount of the participant's
contributions which he elects to make. A participant's
contributions in any one year are also limited to a fixed dollar
maximum ($8,994, $8,728, and $8,475 for 1993, 1992 and 1991,
respectively) as specified by the Code. The amount a participant
contributes can be changed quarterly. Under the Code, the
participant's and Employer's annual contributions for all qualified
benefit plans for any calendar year cannot exceed the lesser of a
fixed dollar amount ($30,000 for 1993, 1992 and 1991) or 25% of the
participant's compensation for that calendar year.
The Employer matches participants' contributions at an annual rate
set by the Board of Directors. The Employer's matching
contribution is subject to the anti-discrimination standards of the
Code. For 1993, 1992 and 1991, the Employer made a Basic Matching
contribution at a rate of 25% of eligible participant
contributions, up to the first four percent of each participant's
eligible compensation. In addition to the Basic Match, the
Employer contributes an additional amount into a Restricted
Contributions Account for that portion of participant contributions
which the participant elects to invest, for at least a three-year
period, in the Chiquita Capital Stock Fund (the "Stock Incentive
Match").
The Stock Incentive Match was 25% of the first six percent of
eligible participant contributions for 1993, 1992 and 1991. The
amount of the Stock Incentive Match is reviewed each year and
participants will be notified prior to the beginning of the next
Plan year of any change in the amount of the Stock Incentive Match.
Consequently, participant contributions in the Chiquita Capital
Stock Fund which qualified for the Stock Incentive Match must
remain in a restricted account until the third anniversary of the
first day of the plan year in which contributions were made, at
which time the participant may redirect such contributions to
nonrestricted accounts.
Participants in the Plan for 10 years may direct up to 25% of the
Restricted Contributions Account into one or more of the three
other investment funds during the first four years after attaining
age 55 and up to 50% beginning in the fifth year after attaining
age 55.
Vesting -
Separate accounts are maintained for each participant to account
for participant, Employer matching and rollover contributions.
Subaccounts are maintained to account for participant restricted
and non-restricted contributions and Employer matching restricted
and non-restricted contributions. Each account and subaccount
includes the participant's share of investment income and net
appreciation or depreciation in fair value of assets, all of which
are allocated quarterly. Participants' accounts are at all times
fully vested and nonforfeitable.
Investment programs -
Investment programs available under the Plan are the Safety of
Principal, Conservative Stock, Aggressive Stock, Chiquita Capital
Stock and Chiquita Preferred Stock Funds. The Safety of Principal
Fund is invested in fixed income investments including guaranteed
investment contracts issued by insurance companies and other short-
term securities. Assets of the Conservative Stock Fund are
invested in the Equity Fund of Chicago Title and Trust Company
which invests in quality growth stocks intended to provide long-
term growth. The assets of the Aggressive Stock Fund are invested
in the Capital Fund of Chicago Title and Trust Company. This
fund's investments typically include more speculative equity
securities of smaller companies which are expected to achieve more
rapid growth. Assets of the Chiquita Capital Stock Fund are
invested by Chicago Title and Trust Company in capital stock of
Chiquita. Assets of the Chiquita Preferred Stock Fund are invested
by Chicago Title and Trust Company in preferred stock issued by
Chiquita. During 1992, Chiquita issued Mandatorily Exchangeable
Cumulative Preference Stock, Series C, represented by $1.32
Depositary Shares, in exchange for shares of its capital stock.
These Depositary Shares convert back into capital stock in 1995, or
earlier at Chiquita's option. As part of the exchange the Chiquita
Preferred Stock Fund was established under the Plan and 7,143
shares of capital stock were exchanged by participants for
Depositary Shares. Participants are not permitted to contribute to
the Chiquita Preferred Stock Fund. However, during the three
months ended March 31, 1993, participants could transfer funds from
the other four investment funds into the Chiquita Preferred Stock
Fund.
Participants specify the percentage (in multiples of 10 percent) of
their contributions that are to be directed to each of the
available investment funds. Investment decisions can be changed
quarterly for participant contributions in the Safety of Principal,
Conservative Stock, Aggressive Stock and Chiquita Capital Stock
Funds.
The number of participants in each of the respective funds at
December 31, 1993 is presented below:
Safety of Principal Fund 702
Conservative Stock Fund 512
Aggressive Stock Fund 443
Chiquita Capital Stock Fund 638
Chiquita Preferred Stock Fund 30
The total number of participants in the Plan was less than the sum
of the numbers shown above because of participation in more than
one of the funds. The numbers shown above include terminated
employees who have amounts remaining in their accounts.
Distributions and loans -
Participation in the Plan terminates upon death, retirement,
disability, or other termination of employment with the Employer;
such former participant or the designated beneficiary is to receive
as soon as practical a full distribution of the participant's
account balance as of the date of such termination. At termination
of employment, former employees can elect to leave their account
balance in the Plan until age 65.
Participants may withdraw all or any portion of their non-
restricted account balance after age 59 1/2, although participants
may, in a qualifying hardship, withdraw before that age.
Participants are also permitted to take loans against their non-
restricted account balance subject to conditions and terms as set
forth by the Plan Administrator.
Administration -
The Plan is currently administered by the Plan Administrative
Committee which is appointed by the Board of Directors of Chiquita.
The Trustee, who is appointed by the plan administrator, is
custodian of all assets of the Trust. During 1993 and 1992 the
Trustee managed all of the Plan's assets.
Plan termination -
The Employer presently expects that the Plan will continue without
interruption, but reserves the right to terminate the Plan at any
time. In the event the Plan terminates, each participant shall be
fully vested as to the value of his separate account.
2. Significant accounting policies
Investments -
The Plan's investments in the Short Term Investment Fund for
Employee Benefit Plans of Chicago Title and Trust Company are
carried at cost which approximates fair value. Guaranteed
investment contracts are carried at contract value which represents
amounts deposited. Other investments are carried at fair value as
determined by the Trustee. Purchases and sales of securities are
recorded on the trade dates.
Expenses of the Plan and Trust -
Substantially all of the expenses of the Plan and Trust and
administrative services provided by the Employer's personnel are
paid by the Employer; loan service charges are paid by participants
requesting the loans. The cost of administrative services provided
by the Employer has not been determined. In 1993, 1992 and 1991,
the Employer paid certain legal and accounting expenses for the
Plan.
Investment Income -
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis.
3. Taxes
The Company has received from the IRS a determination that the Plan
constitutes a qualified plan under section 401 (k) of the Code and
that, pursuant to section 404 (a), contributions made by the
Employer under the Plan are deductible for income tax purposes and
participant's contributions are not subject to federal income tax
in the year in which such contributions are made. As long as the
Plan is qualified, under federal income tax laws and regulations,
participants will not be taxed on employer contributions or
earnings until such time as they receive a distribution from the
Plan, and the Plan will not be taxed on its dividend and interest
income or any capital gains realized by it or any unrealized
appreciation on investments within each fund.
4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Stock Fund Fund Fund
Investments $ 9,822,272 $4,464,291 $1,929,739 $ 2,943,981
Due from broker for
security sales -- 17,098 -- --
Participant
contributions receivable 90,945 47,662 26,329 44,669
Loans to participants -- -- -- --
Employer contributions
receivable -- -- -- 53,809
Investment income
receivable 354,450 61 29 38
Payable to participants
for distributions 6,126 (129,289) (5,763) (61,230)
Due to broker for
security purchases -- -- (75) --
Accrued expenses (17,477) (17,363) (4) (175)
Inter-fund transfers 37,404 (131,822) 89,321 5,097
Plan equity at
December 31, 1993 $10,293,720 $4,250,638 $ 2,039,576 $ 2,986,189
Chiquita
Preferred Loans to
Stock Fund Participants Total
Investments $ 109,043 $ -- $19,269,326
Due from broker for
security sales -- -- 17,098
Participant
contributions receivable -- -- 209,605
Loans to participants -- 1,339,613 1,339,613
Employer contributions
receivable -- -- 53,809
Investment income
receivable -- 294 354,872
Payable to participants
for distributions (10,459) -- (200,615)
Due to broker for
security purchases -- -- (75)
Accrued expenses -- 21,033 (13,986)
Inter-fund transfers -- -- --
Plan equity at
December 31, 1993 $ 98,584 $1,360,940 $21,029,647
/TABLE
4. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1992
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Stock Fund Fund Fund
Investments $ 9,722,797 $4,414,486 $1,913,974 $ 3,251,139
Cash 133,777 (82,479) (17,802) (13,960)
Participant
contributions receivable 73,313 42,272 14,774 55,833
Loans to participants -- -- -- --
Employer contributions
receivable -- -- -- 28,803
Investment income
receivable 338,363 -- -- 3,717
Payable to participants
for distributions (217,497) (57,806) (36,518) (48,894)
Inter-fund transfers (60,371) 101,723 (46,254) (25,736)
Plan equity at
December 31, 1992 $ 9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902
Chiquita
Preferred Loans to
Stock Fund Participants Total
Investments $ 127,897 $ -- $19,430,293
Cash 4 -- 19,540
Participant
contributions receivable -- -- 186,192
Loans to participants -- 1,507,252 1,507,252
Employer contributions
receivable -- -- 28,803
Investment income
receivable (213) -- 341,867
Payable to participants
for distributions -- -- (360,715)
Inter-fund transfers 30,638 -- --
Plan equity at
December 31, 1992 $ 158,326 $1,507,252 $21,153,232
/TABLE
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
Plan equity
December 31, 1990 $9,361,137 $3,001,677 $ 886,738 $ 2,864,870
Dividend income -- -- -- 58,340
Interest income 736,120 1,126 521 3,411
Net appreciation
in fair value of
investments -- 824,749 529,364 598,287
Contributions:
Participant 1,291,880 440,562 171,407 726,473
Employer -- -- -- 492,094
Distributions to
participants (1,046,761) (345,966) (197,836) (538,618)
Trustee and
investment
related fees (8,325) (1,320) (165) (145)
Transfer (to) from
other funds (482,257) (244,341) 204,242 459,345
Plan equity at
December 31, 1991 $9,851,794 $3,676,487 $ 1,594,271 $ 4,664,057
Chiquita
Preferred
Stock Loans to
Fund Participants Total
Plan equity
December 31, 1990 $ -- $1,110,943 $17,225,365
Dividend income -- -- 58,340
Interest income -- 104,832 846,010
Net appreciation
in fair value of
investments -- -- 1,952,400
Contributions:
Participant -- -- 2,630,322
Employer -- -- 492,094
Distributions to
participants -- (103,318) (2,232,499)
Trustee and investment
related fees -- -- (9,955)
Transfer (to) from
other funds -- 63,011 --
Plan equity
December 31, 1991 $ -- $1,175,468 $20,962,077
/TABLE
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
Dividend income $ -- $ -- $ -- $ 94,928
Interest income 657,085 672 489 3,213
Net appreciation
(depreciation) in
fair value of
investments -- 266,684 148,999 (2,728,638)
Contributions:
Participant 1,160,654 464,568 242,642 787,220
Employer -- -- -- 688,523
Distributions to
participants (1,030,816) (288,637) (97,663) (182,635)
Trustee and investment
related fees (8,900) (1,450) (255) (165)
Transfer (to) from
other funds (639,435) 299,872 (60,309) 113,054
Share Exchange -- -- -- (188,655)
Plan equity at
December 31, 1992 $9,990,382 $4,418,196 $ 1,828,174 $ 3,250,902
Chiquita
Preferred
Stock Loans to
Fund Participants Total
Dividend income $ 1,715 $ -- $ 96,643
Interest income 4 118,811 780,274
Net appreciation
(depreciation) in
fair value of
investments (62,686) -- (2,375,641)
Contributions:
Participant -- -- 2,655,084
Employer -- -- 688,523
Distributions to
participants -- (43,207) (1,642,958)
Trustee and investment
related fees -- -- (10,770)
Transfer (to) from
other funds 30,638 256,180 --
Share Exchange 188,655 -- --
Plan equity
December 31, 1992 $ 158,326 $1,507,252 $21,153,232
/TABLE
5. ALLOCATION OF PLAN INCOME TO INVESTMENT FUNDS AND
CHANGES IN THE PLAN EQUITY
FOR YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
Chiquita
Safety of Aggressive Capital
Principal Conservative Stock Stock
Fund Equity Fund Fund Fund
Dividend income $ -- $ -- $ -- $ 94,306
Interest income 544,224 464 178 2,163
Net appreciation
(depreciation) in
fair value of
investments -- 120,264 65,096 (1,053,447)
Contributions:
Participant 1,101,978 532,949 268,003 551,156
Employer -- -- -- 431,358
Distributions to
participants (1,441,945) (477,830) (332,715) (406,361)
Trustee and
investment
related fees (7,530) (1,175) (240) (390)
Transfer (to) from
other funds 106,611 (342,230) 211,080 116,502
Plan equity
December 31, 1993 $10,293,720 $4,250,638 $2,039,576 $2,986,189
Chiquita
Preferred
Stock Loans to
Fund Participants Total
Dividend income $ 8,861 $ -- $ 103,167
Interest income 67 103,909 651,005
Net appreciation
(depreciation) in
fair value of
investments (56,130) -- (924,217)
Contributions:
Participant -- -- 2,454,086
Employer -- -- 431,358
Distributions to
participants (35,115) (135,683) (2,829,649)
Trustee and investment
related fees -- -- (9,335)
Transfer (to) from
other funds 22,575 (114,538) --
Plan equity
December 31, 1993 $ 98,584 $1,360,940 $21,029,647
JOHN MORRELL & CO. SCHEDULE 1
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
ASSETS HELD FOR INVESTMENTS
Current
Issue Description Cost Value
* Equity Fund of Chicago Title
and Trust Company 724,373 shares $ 3,138,081 $ 4,464,291
* Short Term Investment Fund
for Employee Benefit Plans
of Chicago Title and Trust
Company 5,938,163 shares 5,938,163 5,938,163
* Chiquita Brands International,
Inc.:
Capital Stock 246,820 shares 5,100,532 2,838,431
$1.32 Depositary Shares 8,026 shares 192,722 98,702
5,293,254 2,937,133
* Capital Fund of Chicago
Title and Trust Company 303,480 shares 1,355,724 1,929,739
Great West Life Assurance
Company GIC 8.40%, due October 31, 1994 500,000 500,000
Hartford Insurance Company GIC 8.76%, due November 15, 1994 500,000 500,000
Home Life Insurance Company 8.94%, due September 21, 1994 500,000 500,000
GIC
Life Insurance Company of
Georgia GIC 9.05%, due August 30, 1995 500,000 500,000
Ohio National Life Insurance
Company GIC 8.60%, due January 17, 1996 500,000 500,000
Principal Mutual Life Insurance
Company GIC 8.40%, due May 11, 1994 500,000 500,000
Safeco Life Insurance
Company GIC 8.40%, due March 15, 1995 500,000 500,000
United of Omaha Life
Insurance GIC 8.80%, due January 17, 1995 500,000 500,000
$19,725,222 $19,269,326
* Denotes party-in-interest
SCHEDULE 2
JOHN MORRELL & CO.
REPORTABLE TRANSACTIONS
Year ended December 31, 1993
NUMBER OF PROCEEDS NET
DESCRIPTION OF TYPE OF SHARES OR PURCHASE FROM COST OF GAIN
INVESTMENTS TRANSACTION UNITS PRICE SALE ASSETS (LOSS)
Lincoln National
Pension Insurance
Company
Guaranteed
Investment Fund Sale 1,213,011 $1,213,011 $1,213,011
Chicago Title and
Trust Company:
Short Term
Investment
Fund for Employee Purchase 7,054,625 $7,054,625
Benefit Plans Sale 4,387,403 4,387,403 4,387,403
Equity Fund Purchase 139,869 835,150
Sale 150,870 905,609 634,129 $271,480
Chiquita Brands
International,Inc. Purchase 154,042 2,051,532
Capital Stock Sale 8,049 97,860 168,403 (70,543)
/TABLE
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
Party-in-Interest Transactions
Year Ended December 31, 1993
Schedule 3
A schedule of party-in-interest transactions has not been presented
because there were no party-in-interest transactions which are
prohibited by the Employee Retirement Income Security Act of 1974
(ERISA) Section 406 and for which there is no statutory or
administrative exemption.
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 on its behalf by the
undersigned hereunto duly authorized.
JOHN MORRELL & CO. SALARIED
EMPLOYEES INCENTIVE SAVINGS PLAN
Date: June 28, 1994 By: /s/John Powers
John Powers, Secretary of the
Plan Administrative Committee
Exhibit 1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 Nos. 33-29147 and 33-56570) pertaining to the
John Morrell & Co. Salaried Employees Incentive Savings Plan and in
the related Prospectus of our report dated June 28, 1994, with
respect to the financial statements of the John Morrell & Co.
Salaried Employees Incentive Savings Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ ERNST & YOUNG
Cincinnati, Ohio
June 28, 1994