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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1997 Number 1-1550
CHIQUITA SAVINGS AND INVESTMENT PLAN
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
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CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
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Page(s)
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Report of Independent Auditors 1
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Audited Financial Statements
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Statement of Net Assets Available for
Benefits as of December 31, 1997 and 1996 2
Statement of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 1997 and 1996 3
Notes to Financial Statements 4 - 10
Supplemental Schedules
- ----------------------
Schedule of Assets Held for Investment Purposes 11
Schedule of Reportable Transactions 12
Signature
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Exhibit
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Consent of Independent Auditors Exhibit 1
REPORT OF INDEPENDENT AUDITORS
The Administrative Committee 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 (the "Plan") as of December 31, 1997
and 1996, 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 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 benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended, 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, 1997 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 24, 1998
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
December 31,
---------------------------
1997 1996
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Investments, at fair value:
Chiquita Brands International, Inc.
capital stock, $.33 par value $ 22,267,539 $ 18,511,993
Kaufmann Fund 12,030,897 10,164,379
Vanguard Index Trust 500 Portfolio Fund 10,002,703 6,445,433
Morley Stable Value Fund 5,940,284 5,713,439
Fidelity Puritan Fund 1,620,791 539,455
Invesco Select Income Fund 1,467,484 920,664
Participant loans receivable 882,576 822,328
Schwab Institution Advantage Money Fund -- 106,223
Star Bank Money Fund Plus 9,007 --
------------- -----------
Total investments 54,221,281 43,223,914
Cash 143,740 --
Contributions receivable:
Participant 173,091 154,932
Company 53,722 74,100
Accrued investment income 57,423 --
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Net assets available for benefits $ 54,649,257 $ 43,452,946
============= ============
See accompanying notes to financial statements.
2
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Years Ended December 31,
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1997 1996
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Investment income:
Dividends $ 992,453 $ 933,744
Interest 74,663 55,553
Net appreciation in fair value of investments 8,474,728 1,676,899
Contributions:
Participant 2,926,321 2,794,945
Company (net of forfeitures of $87,039 in
1997 and $67,653 in 1996) 3,023,985 2,796,459
Rollovers 117,764 210,283
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15,609,914 8,467,883
Distributions to participants (4,413,603) (4,769,635)
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Increase in net assets available
for benefits 11,196,311 3,698,248
Net assets available for benefits:
Beginning of the year 43,452,946 39,754,698
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End of the year $ 54,649,257 $ 43,452,946
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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 covering substantially all full-time
and part-time domestic salaried employees of Chiquita Brands International,
Inc. (the "Company") and its participating subsidiaries who have completed
two months of service and have attained the age of 21. Although it is
anticipated that the Plan will continue indefinitely, the Board of Directors
of the Company can amend, suspend or terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, active participants will
become 100% vested in their accounts.
The assets of the Plan at December 31, 1997 are held by Star Bank Trust
Financial Services (the "Trustee"). Pending investment in each fund's primary
investment vehicle (see "Investment Options"), the Trustee may invest monies
temporarily in short-term investments.
Participant Accounts
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Participants may have up to six accounts under the Plan:
Account Description of Account
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Employee accounts:
Employee Before-Tax Reflect all before-tax, after-tax and
Contributions rollover contributions, and the income,
Employee After-Tax losses, withdrawals and distributions
Contributions attributable to such contributions.
Rollover Contributions
Company accounts:
Matching Contributions Reflect participant's share of Company
Profit Sharing contributions, profit-sharing contributions
Contributions of certain merged plans, and participant's
Non-elective unspent employee credits contributed from the
Contributions Company's separate welfare benefits plans, and
the income, losses, withdrawals and
distributions attributable to such
contributions.
The Employee Before-Tax Contributions Account has two sub-accounts - the
"Participant Restricted Contributions Account" and the "Participant Non-
restricted Contributions Account." The Company Matching Contributions Account
4
also has two sub-accounts - the "Company Restricted Contributions Account" and
the "Company Non-restricted Contributions Account." Contributions to the
restricted accounts are allocated to the Chiquita Capital Stock Fund and cannot
be directed to other investment funds for a certain period of time (see
"Participant Contributions" and "Company Contributions").
Participant Contributions
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Participants may elect to defer as a Before-Tax Contribution any whole
percentage of their compensation from 1% to 12%. Prior to 1989, participants
could also elect to make After-Tax Contributions. The first 6% of
compensation contributed to the Plan ("Eligible Participant Contributions") is
eligible for employer matching contributions.
The Plan limits the maximum amount of Before-Tax Contributions which may
be made by a participant in any plan year to 12% of compensation, subject to
the non-discrimination standards of the Internal Revenue Code (the "Code").
Participants' taxable compensation is reduced by the amount of Before-Tax
Contributions, and such amount is contributed to the Plan on their behalf by
the Company. A participant's Before-Tax Contributions in any one year are also
limited to a fixed dollar maximum ($9,500 for 1997 and 1996) as specified by the
Code in Internal Revenue Service ("IRS") notices.
Participant contributions, except for Eligible Participant Contributions to
the Chiquita Capital Stock Fund (see "Investment Options"), are allocated to the
Participant Non-restricted Contributions Account. Eligible Participant
Contributions to the Chiquita Capital Stock Fund are placed in the Participant
Restricted Contributions Account. Effective July 1, 1996, such contributions
are transferred to the Participant's Non-restricted Contributions Account on the
second anniversary of the first day of the Plan year in which the contributions
were made. Prior to July 1, 1996, such contributions became non-restricted on
the third anniversary of the first day of the Plan year in which the
contributions were made.
The Plan also accepts rollover contributions ("Rollovers") from other
qualified plans or from certain individual retirement accounts. Rollovers are
credited to a participant's Rollover Contributions Account, are treated in a
manner similar to Before-Tax Contributions for Plan accounting and federal
income tax purposes, and are not eligible for matching contributions by the
Company.
Company Contributions
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For each Plan year, the Company makes a Basic Matching Contribution and may
make a Discretionary Matching Contribution and a Stock Incentive Matching
Contribution, as described below. All such contributions are based on Eligible
Participant Contributions. The Company's matching contributions, which are
subject to the non-discrimination standards of the Code, and Non-elective
Contributions are allocated to the Company Restricted Contributions Account and
invested in the Chiquita Capital Stock Fund.
Basic Matching Contributions: For each Plan year, the Company makes a
Basic Matching Contribution equal to 50% (or such higher percentage as the
Plan Administrative Committee may in its discretion announce) of Eligible
Participant Contributions. The Basic Matching Contribution amounted to 50%
of Eligible Participant Contributions in 1997 and 1996.
5
Discretionary Matching Contributions: At the end of or during the year,
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 85% of Eligible Participant Contributions in 1997 and 1996.
Stock Incentive Matching Contributions: The Company may contribute an
additional matching contribution for Eligible Participant Contributions
invested in the Chiquita Capital Stock Fund. The Stock Incentive Matching
Contribution was 40% in 1997 and 1996. The amount of the Stock Incentive
Match is reviewed each year. Participants are notified prior to the
beginning of the next Plan year if the amount of the Stock Incentive Match
changes.
All Company contributions during 1997 and 1996 were made with shares of
Chiquita Brands International, Inc. capital stock and were allocated to the
Company Restricted Contributions Account within the Chiquita Capital Stock
Fund. Prior to August 31, 1996, participants in the Plan for at least 10 years
could direct up to 25% of their Company Restricted Contributions Account into
one or more of the Plan's other investments funds during the first four years
after attaining age 55 and up to 50% beginning in the fifth year after attaining
age 55. Effective August 31, 1996, amounts allocated to the Company
Restricted Contributions Account are transferred to a Company Non-restricted
Contributions Account on the second anniversary of the first day of the Plan
year in which the contributions were made. At December 31, 1997 and 1996, the
accumulated balance in the restricted accounts was $6,256,489 and $7,796,861,
respectively.
Under the Code, a participant's annual Before-Tax Contributions, After-Tax
Contributions, employer matching contributions and Non-elective Contributions
for any calendar year cannot exceed the lesser of a fixed dollar amount ($30,000
for 1997 and 1996) or 25% of the participant's compensation for that calendar
year.
Investment Options
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Participants in the Plan may invest their contributions in one or more of
the following investment funds:
1. Morley Stable Value Fund - designed to offer protection of principal while
providing a reasonable rate of current income through investment in
guaranteed investment contracts.
2. Vanguard Index Trust 500 Portfolio Fund - seeks long-term growth of capital
and income through investment in a portfolio of large-capitalization common
stocks designed to reflect the investment performance of the Standard &
Poor's 500 Composite Stock Price Index.
3. Kaufmann Fund - seeks capital appreciation through investment in common
stocks, convertible preferred stocks and bonds.
4. Chiquita Capital Stock Fund - invests in Chiquita Brands International,
Inc. capital stock, $.33 par value. Subsequent to December 31, 1997,
the Company changed the name of this stock to Chiquita Brands
International, Inc. common stock, $.01 par value.
6
5. Invesco Select Income Fund - invests in debt securities of which at least
50% are of medium investment grade or higher as rated by established rating
services.
6. Fidelity Puritan Fund - invests in a diversified portfolio of debt and
equity securities.
Participants may change the investment allocation of accumulated account
balances daily. A participant's future contribution deferral amount and
investment allocation may be changed monthly. The Plan Administrative Committee
(the "Plan Administrator") may change any of the investment funds offered to
participants at its discretion.
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
also becomes fully vested immediately at age 65 or as a result of retirement on
or after attaining age 65, death or disability.
The non-vested portions of a terminating participant's Company Accounts are
forfeited and used to reduce future Company contributions.
Withdrawals, Distributions and Loans
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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 Company stock from the Chiquita Capital 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
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Basis of Accounting
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The accompanying financial statements of the Plan have been prepared on the
accrual basis.
Use of Estimates
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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.
7
Valuation of Investments
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The Company's stock is valued at the last sales price reported on the New
York Stock Exchange on the day of valuation. The fair value of common/
collective trusts (Morley Stable Value Fund) are reported at the redemption
value of units of participation owned. The shares of registered investment
companies (Vanguard Index Fund, Kaufmann Fund, Fidelity Puritan Fund, Invesco
Select Fund and Schwab Institution Advantage Money Fund) 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.
Investments held in the Trustee's short-term investment funds are valued at
cost plus accrued interest, which approximates market value.
Securities Transactions
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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.
Transactions with Parties-in-Interest
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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. The Plan invests in shares of capital stock of the Company and in short-
term funds sponsored by the Trustee.
TAXES
- -----
The Plan has received determination letters from the Internal Revenue
Service dated November 11, 1996 and March 3, 1998 ruling that the Plan,
as amended, has maintained its qualified status under section 401(a) of
the Code and, therefore, the related trust is not subject to tax under
present income tax law. Once qualified, the Plan is required to operate
in conformity with the Code to maintain its qualification. The Company is
not aware of any course of action or series of events that have occurred
that might adversely affect the Plan's qualified status.
8
SUMMARY OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
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DECEMBER 31, 1996
Morley Chiquita Fidelity Invesco
Stable Value Vanguard Kaufmann Capital Puritan Select Loans to
Fund Index Fund Fund Stock Fund Fund Fund Participants Total
------------ ---------- ---------- ----------- --------- --------- ------------ -----------
Investments:
Chiquita common stock $18,511,993 $18,511,993
Shares of registered
investment companies $6,445,433 $10,164,379 106,223 $539,455 $920,664 18,176,154
Common/Collective
trusts $5,713,439 5,713,439
Participant loans
receivable $822,328 822,328
Contributions receivable:
Participant 15,938 34,117 48,411 47,483 5,024 3,959 154,932
Company 74,100 74,100
---------- ---------- ----------- ----------- --------- -------- -------- -----------
Net assets available
for benefits at
December 31, 1996 $5,729,377 $6,479,550 $10,212,790 $18,739,799 $544,479 $924,623 $822,328 $43,452,946
========== ========== =========== =========== ======== ======== ======== ===========
DECEMBER 31, 1997
Morley Chiquita Fidelity Invesco
Stable Value Vanguard Kaufmann Capital Puritan Select Loans to
Fund Index Fund Fund Stock Fund Fund Fund Participants Total
------------ ---------- -------- ---------- --------- -------- ------------ -----------
Investments:
Chiquita common stock $22,267,539 $22,267,539
Shares of registered
investment companies $10,002,703 $12,030,897 $1,620,791 $1,467,484 25,121,875
Common/Collective
trusts $5,940,284 5,940,284
Participant loans
receivable $882,576 882,576
Short-term money
market fund 9,007 9,007
Cash 143,740 143,740
Contributions receivable:
Participant 13,385 43,975 52,511 48,915 10,853 3,452 173,091
Company 53,722 53,722
Accrued investment income 56,649 774 57,423
---------- ----------- ----------- ----------- ---------- ---------- -------- -----------
Net assets available
for benefits at
December 31, 1997 $5,953,669 $10,103,327 $12,083,408 $22,523,697 $1,631,644 $1,470,936 $882,576 $54,649,257
========== =========== =========== =========== ========== ========== ======== ===========
9
SUMMARY OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
FOR YEARS ENDED DECEMBER 31, 1997 AND 1996
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Morley Chiquita Fidelity Invesco
Stable Value Vanguard Kaufmann Capital Puritan Select Loans to
Fund Index Fund Fund Stock Fund Fund Fund Participants Total
------------ ---------- -------- ---------- --------- -------- ------------ -----------
1996
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Net assets available for
benefits at
December 31, 1995 $5,671,578 $5,038,975 $8,770,733 $18,629,771 $ -- $876,090 $767,551 $39,754,698
Investment income:
Dividends 138,971 428,946 268,376 44,494 52,957 933,744
Interest 55,553 55,553
Net appreciation
(depreciation) in
fair value of
investments 313,337 989,966 1,486,704 (1,101,969) 4,663 (15,802) 1,676,899
Contributions:
Participant 280,893 570,976 899,199 895,549 64,361 83,967 2,794,945
Company, net 2,796,459 2,796,459
Rollovers 15,382 63,760 91,450 13,760 17,647 8,284 210,283
Distributions to
participants (690,784) (646,495) (1,309,349) (1,811,862) (8,688) (147,550) (154,907) (4,769,635)
Transfer (to) from
other funds 138,971 323,397 (154,893) (950,285) 422,002 66,677 154,131 --
---------- ---------- ---------- ----------- ---------- -------- -------- -----------
Net assets available for
benefits at
December 31, 1996 $5,729,377 $6,479,550 $10,212,790 $18,739,799 $544,479 $924,623 $822,328 $43,452,946
1997
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Investment income:
Dividends 143,329 365,895 269,439 107,215 106,575 992,453
Interest 74,663 74,663
Net appreciation in
fair value of
investments 328,141 2,087,523 937,167 5,009,864 93,097 18,936 8,474,728
Contributions:
Participant 225,166 669,631 935,322 897,881 127,883 70,438 2,926,321
Company, net 3,023,985 3,023,985
Rollovers 7,462 14,368 66,272 13,936 7,683 8,043 117,764
Distributions to
participants (717,871) (699,146) (822,183) (1,962,880) (22,354) (132,789) (56,380) (4,413,603)
Transfer (to) from
other funds 381,394 1,408,072 388,145 (3,468,327) 773,641 475,110 41,965 --
---------- ----------- ----------- ----------- ---------- ---------- -------- -----------
Net assets available for
benefits at
December 31, 1997 $5,953,669 $10,103,327 $12,083,408 $22,523,697 $1,631,644 $1,470,936 $882,576 $54,649,257
========== =========== =========== =========== ========== ========== ======== ===========
10
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES**
DECEMBER 31, 1997
Number of Shares or
Rate of Interest and Current
Identity of Issue/Description of Asset Maturity Date Cost Value
- -------------------------------------- -------------------- ------------- -------------
* Chiquita Brands International,
Inc. capital stock, $.33 par value 1,365,018 shares $ 21,313,176 $ 22,267,539
Kaufmann Fund 1,888,681 shares 10,133,166 12,030,897
Vanguard Index Trust 500
Portfolio Fund 111,055 shares 6,371,582 10,002,703
Morley Stable Value Fund 461,818 units 5,671,921 5,940,284
Fidelity Puritan Fund 83,632 shares 1,538,383 1,620,791
Invesco Select Income Fund 220,013 shares 1,457,667 1,467,484
Loans to Participants Interest rates range
from 7.0% to 11.5%;
maturities range from
1 to 10 years -- 882,576
* Star Bank Money Fund Plus 9,007 shares 9,007 9,007
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$ 46,494,902 $ 54,221,281
============ =============
* Denotes party-in-interest
**This schedule includes those assets required to be reported under Department
of Labor regulations and Form 5500 Item 27(a).
11
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
Current Value
Description of Type of Purchase Selling Cost of of Asset on Net
Investments Transaction Price Price Assets Transaction Date Gain (Loss)
- -------------- ----------- ---------- ---------- ----------- ---------------- ----------
Category 1 (individual transactions):
- ------------------------------------
Morley Stable Value Fund Purchase $5,762,001 $5,762,001
Sale $5,762,001 $5,449,928 5,762,001 $312,073
Category 3 (series of securities transactions):
- ----------------------------------------------
Morley Stable Value Fund Purchase 7,643,825 7,643,825
Sale 7,766,572 7,411,467 7,766,572 355,105
Vanguard Index Trust 500 Purchase 2,964,703 2,964,703
Portfolio Fund Sale 1,502,815 965,554 1,502,815 537,261
Kaufmann Fund Purchase 3,149,684 3,149,684
Sale 2,585,032 1,908,808 2,585,032 676,224
Chiquita Brands International,
Inc. capital stock, Purchase 343,185 343,185
$.33 par value Sale 3,785,995 3,815,894 3,785,995 (29,899)
Star Bank Treasury Fund Purchase 10,790,858 10,790,858
Sale 10,790,858 10,790,858 10,790,858 --
Star Bank Money Fund Plus Purchase 2,751,018 2,751,018
Sale 2,742,011 2,742,011 2,742,011 --
There were no category 2 or 4 transactions.
This schedule reports those assets purchased and/or sold during the current year
that are in excess of 5% of the fair value of Plan assets as of January 1, 1997
as required by Department of Labor regulations and Form 5500 Item 27(d).
12
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 24, 1998 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 Statements
(Form S-8 Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671) pertaining
to the Chiquita Savings and Investment Plan and in the related Prospectus of our
report dated June 24, 1998, with respect to the financial statements and
schedules of the Chiquita Savings and Investment Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 24, 1998