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, 1994
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 Net Assets Available for Plan
Benefits at December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1994, 1993, and 1992 3
Notes to Financial Statements 4
Supplemental Schedules
Assets Held for Investment at December 31, 1994 Schedule 1
Reportable Transactions for the Year Ended
December 31, 1994 Schedule 2
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 net assets
available for plan benefits of the John Morrell & Co. Salaried
Employees Incentive Savings Plan (the "Plan") as of December 31,
1994 and 1993, and the related statements of changes in net
assets available for plan benefits for each of the three years in
the period ended December 31, 1994. 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 net assets
available for plan benefits of the Plan at December 31, 1994 and
1993, and changes in net assets available for plan benefits for
each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
accompanying supplemental schedules of assets held for investment
purposes as of December 31, 1994 and reportable transactions for
the year then ended, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to
the auditing procedures applied in our audits 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 LLP
Cincinnati, Ohio
June 28, 1995
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1994 1993
Investments:
Chiquita Brands International, Inc.:
Capital Stock $ 3,940,514 $ 2,838,431
Preferred Stock 106,702 98,702
Equity Fund of Vanguard
Institutional Index 4,060,124 --
Equity Fund of Fidelity
Contrafund 3,499,793 --
Equity Fund of Chicago Title
and Trust Company -- 4,464,291
Capital Fund of Chicago
Title and Trust Company -- 1,929,739
Short Term Investment Fund
for Employee Benefit
Plans of Chicago Title
and Trust Company 4,794,213 5,938,163
Certificate of Deposit 1,000,000 --
United States Treasury Bills 984,720 --
Federal Farm Credit Bank Notes 995,940 --
Investments at fair value 19,382,006 15,269,326
Guaranteed investment contracts
with life insurance companies
at contract value 2,000,000 4,000,000
Total investments 21,382,006 19,269,326
Cash 42,177 --
Due from broker for security sales -- 17,023
Participant contributions receivable 257,382 209,605
Loans to participants 1,262,517 1,339,613
Employer contributions receivable 131,718 53,809
Investment income receivable 428,848 354,872
23,504,648 21,244,248
Less:
Accrued expenses (3,007) (13,986)
(3,007) (13,986)
Net assets available for plan
benefits at year end $23,501,641 $ 21,230,262
See accompanying notes to financial statements.
JOHN MORRELL & CO.
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31,
1994 1993 1992
Investment income:
Dividends $ 62,878 $ 103,167 $ 96,643
Interest 746,072 651,005 780,274
Net appreciation
(depreciation) in fair
value of
investments 448,349 (924,217) (2,375,641)
Contributions:
Participant 2,390,467 2,454,086 2,655,084
Employer 452,449 431,358 688,523
4,100,215 2,715,399 1,844,883
Less:
Distributions to
participants (1,826,141) (2,989,749) (1,461,837)
Trustee and investment
related fees (2,695) (9,335) (10,770)
Net increase (decrease) in
net assets available for
plan benefits 2,271,379 (283,685) 372,276
Net assets available for
plan benefits:
Beginning of the year 21,230,262 21,513,947 21,141,671
End of the year $23,501,641 $ 21,230,262 $21,513,947
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, 1994, there were 920 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 non-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 ($9,240, $8,994 and $8,728 for 1994, 1993 and 1992,
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 1994, 1993 and 1992)
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 non-discrimination standards of
the Code. For 1994, 1993 and 1992, 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 1994, 1993 and 1992. 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 non-Chiquita 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, Vanguard Index, Fidelity Contrafund, 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 Vanguard Index Fund,
which replaced the Conservative Stock Fund in 1994, are invested
in the Equity Fund of Vanguard Institutional Index which invests
in quality growth stocks intended to provide long-term growth.
The assets of the Fidelity Contrafund, which replaced the
Aggressive Stock Fund in 1994, are invested in the Equity Fund of
Fidelity Contrafund. 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. 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, Vanguard Index, Fidelity Contrafund and Chiquita
Capital Stock Funds.
The number of participants in each of the respective funds at
December 31, 1994 is presented below:
Safety of Principal Fund 677
Vanguard Index Fund 509
Fidelity Contrafund 484
Chiquita Capital Stock Fund 442
Chiquita Preferred Stock Fund 31
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
1994 and 1993 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. The Plan's
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
1994, 1993 and 1992, 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. Financial statements versus Form 5500 filing difference
The net assets available for plan benefits as reported on these
financial statements exclude a payable for distributions to
participants. Prior years' financial statements have been
restated to conform to this presentation. As a result, the net
assets available for plan benefits as reported in these financial
statements are greater than as reported on Form 5500 by $523,466,
$200,615 and $360,715 at December 31, 1994, 1993 and 1992,
respectively. The net assets available for Plan benefits as
reported on Form 5500 reflect a payable for distributions to
participants of the above amounts in accordance with Form 5500
filing instructions.
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1994
Chiquita
Safety of Vanguard Capital
Principal Index Fidelity Stock
Fund Fund Contrafund Fund
---------- ---------- ---------- ----------
Investments $ 9,702,546 $ 4,060,124 $ 3,512,468 $ 4,000,166
Participant
contributions
receivable 81,905 48,028 78,307 49,142
Loans to
participants -- -- -- --
Employer
contributions
receivable -- -- -- 131,718
Investment
income
receivable 351,739 77,032 14 63
Cash -- 9,418 -- --
Accrued
expenses (1,384) (339) (191) (14)
Inter-fund
transfers 67,455 (10,116) (49,337) (8,002)
----------- ---------- ----------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073
----------- ---------- ----------- -----------
/TABLE
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1994
Chiquita
Preferred Loans to
Stock Fund Participants Total
---------- ------------ ----------
Investments $ 106,702 $ -- $ 21,382,006
Participant
contributions
receivable -- -- 257,382
Loans to
participants -- 1,262,517 1,262,517
Employer
contributions
receivable -- -- 131,718
Investment
income
receivable -- -- 428,848
Cash -- 32,759 42,177
Accrued
expenses (968) (111) (3,007)
Inter-fund
transfers -- -- --
----------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 105,734 $ 1,295,165 $ 23,501,641
----------- ---------- -----------
/TABLE
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
Chiquita
Safety of Capital
Principal Conservative Aggressive Stock
Fund Stock Fund Stock 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
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
----------- ---------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419
----------- ---------- ----------- -----------
/TABLE
5. ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS
DECEMBER 31, 1993
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
Due to broker
for security
purchases -- -- (75)
Accrued
expenses -- 21,033 (13,986)
Inter-fund
transfers -- -- --
----------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262
----------- ---------- -----------
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita
Safety of *Conservative Capital
Principal Stock *Aggressive Stock
Fund Fund Stock Fund Fund
---------- ---------- ---------- ----------
Net assets
available
for plan
benefits
at December
31, 1991 $ 9,969,080 $ 3,673,232 $ 1,591,904 $ 4,731,987
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 (930,605) (227,576) (58,778) (201,671)
Trustee and
investment
related fees (8,900) (1,450) (255) (165)
Transfers (to)
from other
funds (639,435) 299,872 (60,309) 113,054
Shares Exchange -- -- -- (188,655)
--------- --------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1992 $10,207,879 $4,476,002 $1,864,692 $3,299,796
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita
Preferred Loans to
Stock Fund Participants Total
---------- ------------ ----------
Net assets
available
for plan
benefits
at December
31, 1991 $ -- $ 1,175,468 $ 21,141,671
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) (1,461,837)
Trustee and
investment
related fees -- -- (10,770)
Transfers (to)
from other
funds 30,638 256,180 --
Share Exchange 188,655 -- --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1992 $ 158,326 $ 1,507,252 $ 21,513,947
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita
Safety of *Aggressive Capital
Principal *Conservative Stock Stock
Fund Stock 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 (1,665,568) (406,347) (363,470) (394,025)
Trustee and
investment
related fees (7,530) (1,175) (240) (390)
Transfers (to)
from other
funds 106,611 (342,230) 211,080 116,502
--------- --------- ----------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $10,287,594 $ 4,379,927 $ 2,045,339 $ 3,047,419
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
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 (24,656) (135,683) (2,989,749)
Trustee and
investment
related fees -- -- (9,335)
Transfers (to)
from other
funds 22,575 (114,538) --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1993 $ 109,043 $ 1,360,940 $ 21,230,262
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS TO INVESTMENT FUNDS FOR THE
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita
Safety of Capital
Principal *Vanguard *Fidelity Stock
Fund Index Fund Contrafund Fund
------------ ------------ ------------ ------------
Dividend
income $ -- $ -- $ -- $ 54,429
Interest
income 559,465 98,292 1,770 1,973
Net appreciation
(depreciation)
in fair
value of
investments 23,101 (78,980) (19,851) 533,475
Contributions:
Participant 889,922 488,520 557,467 454,558
Employer -- -- -- 452,449
Distributions to
participants (634,658) (172,751) (144,039) (394,965)
Trustee and
investment
related fees (2,122) (653) (236) 316
Transfers (to)
from other
funds (921,041) (530,208) 1,100,811 23,419
-------- --------- ---------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 10,202,261 $ 4,184,147 $ 3,541,261 $ 4,173,073
--------- --------- --------- -----------
/TABLE
6. ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS TO INVESTMENT FUNDS FOR THE YEARS
ENDED DECEMBER 31, 1994, 1993 AND 1992
Chiquita
Preferred
Stock Loans to
Fund Participants Total
---------- ------------ ----------
Dividend
income $ 8,449 $ -- $ 62,878
Interest
income 105 84,467 746,072
Net appreciation
(depreciation)
in fair
value of
investments (9,396) -- 448,349
Contributions:
Participant -- -- 2,390,467
Employer -- -- 452,449
Distributions to
participants (18,824) (460,904) (1,826,141)
Trustee and
investment
related fees -- -- (2,695)
Transfers (to)
from other
funds 16,357 310,662 --
--------- --------- -----------
Net assets
available
for plan
benefits
at December
31, 1994 $ 105,734 $1,295,165 $23,501,641
--------- --------- -----------
*The Conservative and Aggressive Stock Funds were replaced by the
Vanguard
Index Fund and Fidelity Contrafund, respectively, during 1994.
SCHEDULE 1
JOHN MORRELL & COMPANY
SALARIED EMPLOYEES INCENTIVE SAVINGS PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
Current
Issue Description Cost Value
Equity Fund of
Vanguard
Institutional
Index 93,941 shares $ 4,137,364 $ 4,060,124
* Short-Term Investment
Fund for Employee
Benefit Plans of
Chicago Title and
Trust Company 4,794,213 shares 4,794,213 4,794,213
Equity Fund of
Fidelity Contrafund 115,581 shares 3,455,895 3,499,793
* Chiquita Brands
International, Inc:
Capital Stock 289,212 shares 5,360,380 3,940,514
$1.32 Depositary
Shares 7,808 shares 192,627 106,702
5,553,007 4,047,216
Life Insurance 9.05%, due
Company of August 30, 1995 500,000 500,000
Georgia GIC
Ohio National 8.60%, due
Life Insurance January 17, 1996 500,000 500,000
Company GIC
Safeco Life 8.40%, due
Insurance Company March 15, 1995 500,000 500,000
GIC
United of Omaha Life 8.80%, due
Insurance GIC January 17, 1995 500,000 500,000
Old Kent Bank
Certificate of 5.25%, due
Deposit June 15, 1995 1,000,000 1,000,000
Federal Farm Credit 5.47%, due
Bank Notes June 1, 1995 1,000,000 995,940
United States $1,000,000, due
Treasury Bills April 7, 1995 957,559 984,720
$22,898,038 $ 21,382.006
* Denotes party-in-interest
SCHEDULE 2
JOHN MORRELL & COMPANY
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET
OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN
MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS)
Category 1:
*Chicago Title and
Trust Company:
Conservative
Stock
Equity
Fund Sale 703,885 -- 4,138,518 3,100,324 1,038,194
Aggressive Stock
Equity
Fund Sale 325,300 -- 2,008,530 1,505,573 502,957
S & P 500
Index
Fund Purchase 995,988 4,138,518 -- -- --
Sale 908,392 -- 3,972,915 3,783,769 189,146
Equity Fund of
Vanguard
Institutional
Index Purchase 90,253 3,972,915 -- -- --
Equity Fund of
Fidelity
Contrafund Purchase 65,446 2,008,530 -- -- --
Category 2:
None
SCHEDULE 2
JOHN MORRELL & COMPANY
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
DESCRIPTION TYPE OF NUMBER PUR- PROCEEDS COST NET
OF INVEST- TRANS- OF SHARES CHASE FROM OF GAIN
MENT ACTION OR UNITS PRICE SALES ASSETS (LOSS)
Category 3:
*Chicago Title and
Trust Company:
Short Term
Investment
Fund for Purchase15,041,702 15,041,702 -- -- --
Employee
Benefit
Plans Sale 16,185,652 -- 16,185,652 16,185,652 --
Conservative
Stock
Equity Fund Purchase 28,384 175,800 -- -- --
Sale 752,758 -- 4,437,733 3,313,881 1,123,892
Aggressive
Stock
Equity
Fund Purchase 25,675 167,290 -- -- --
Sale 329,155 -- 2,033,673 1,523,014 510,659
S & P 500
Index
Fund Purchase1,073,378 4,469,569 -- -- --
Sale 1,073,378 -- 4,670,187 4,469,569 200,618
Vanguard
Institutional
Index Purchase 90,709 4,181,284 -- -- --
Sale 998 -- 43,880 43,920 (40)
Fidelity
Contrafund Purchase 117,358 3,607,053 -- -- --
Sale 4,951 -- 150,765 151,158 (393)
*Chiquita Brands
International,
Inc. Purchase 130,541 1,834,714 -- -- --
Capital
Stock Sale 14,496 -- 193,495 293,411 (99,916)
*Denotes party-in-interest
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, 1995 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, 1995, 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, 1994.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 28, 1995