June 6, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
Transmitted for filing via EDGAR with this letter is a Form
S-8 Registration Statement registering the sale of up to
5,000,000 additional shares of Capital Stock of Chiquita Brands
International, Inc. (the "Company") which may become issuable
pursuant to the Company's 1986 Stock Option and Incentive Plan.
This Registration Statement also relates to the Company's Form
S-8 Registration Statements Nos. 33-14254, 33-38284 and 33-41069.
The registration fee of $22,306.00 for this filing has been
transmitted to the Commission's lockbox at Mellon Bank.
Please contact the undersigned at (513) 784-8349 if you have
any questions.
Sincerely,
/s/ Donna K. Leonard
As filed with the Securities and Exchange Commission on June 6,
1994. Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIQUITA BRANDS INTERNATIONAL, INC.
Incorporated 250 EAST FIFTH STREET I.R.S. Employer
Under the Laws CINCINNATI, OHIO 45202 Identification No.
of New Jersey (513) 784-8000 04-1923360
1986 STOCK OPTION AND INCENTIVE PLAN
CHARLES R. MORGAN, Esq.
Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8332
(Agent for Service of Process)
[CAPTION]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Regis- Per Share Price(2) Fee(3)
Registered tered(1) (2)
Capital Stock, 5,000,000
$.33 par value shares $12.9375 $64,687,500 $22,306
</TABLE>
(1) This Registration Statement also covers such indeterminable
number of additional shares of the Capital Stock of
Chiquita Brands International, Inc. as may become issuable
with respect to all or any of such shares pursuant to the
antidilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the
registration fee.
(3) The registration fee has been calculated pursuant to Rule
457(c) based on the average of the high and low prices of
the Capital Stock reported on the New York Stock Exchange
on June 1, 1994 of $12.9375 per share.
This Registration Statement also relates to Form S-8
Registration Statement Nos. 33-14254, 33-38284 and 33-
41069 of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance
with General Instruction E to Form S-8, incorporates by reference
the contents of Form S-8 Registration Statement Nos. 33-38284 and
33-41069. This Registration Statement also relates to Form S-8
Registration Statement No. 33-14254, the contents of which are
incorporated by reference to the extent not modified or superseded
by Registration Statement Nos. 33-38284 and 33-41069.
Item 8. Exhibits
5 Opinion of Charles R. Morgan, Esq.
23 Consent of Independent Auditors
24 Power of Attorney (included on
signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Cincinnati, State of Ohio, as of the 6th day of June, 1994.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ Carl H. Lindner
Carl H. Lindner,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following
persons, in the capacities indicated, as of the 6th day of June,
1994. The persons whose names appear within an asterisk (*) below
hereby designate Fred J. Runk or William A. Tsacalis as
Attorney-In-Fact to sign all amendments, including any
post-effective amendments, to this Registration Statement.
Signature Capacity
* /s/ Carl H. Lindner Chairman of the Board;
Carl H. Lindner Chief Executive Officer
* /s/ Keith E. Lindner Director; President and Chief
Keith E. Lindner Operating Officer
* /s/ S. Craig Lindner Director
S. Craig Lindner
Hugh F. Culverhouse Director
/s/ Fred J. Runk Director and Vice President
Fred J. Runk
Director
Jean H. Sisco
Director
William C. Verity
Director
Oliver W. Waddell
* /s/ Ronald F. Walker Director
Ronald F. Walker
* /s/ Steven G. Warshaw Executive Vice President, Chief
Steven G. Warshaw Administrative Officer and Chief
Financial Officer
/s/ William A. Tsacalis Vice President and Controller
William A. Tsacalis (Principal Accounting Officer)
<PAGE>
Exhibit 5
Charles R. Morgan
Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8332
June 6, 1994
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Re: 1986 Stock Option and Incentive Plan
Dear Sirs:
I have acted as counsel to Chiquita Brands International,
Inc., a New Jersey corporation ("Chiquita"), in connection with the
registration of an additional 5,000,000 shares of Chiquita's
Capital Stock, $.33 par value (the "Additional Shares"), which may
be issued pursuant to Chiquita's 1986 Stock Option and Incentive
Plan (the "Plan").
I have examined such records and documents and have made
such investigations of law and fact as I have deemed necessary for
purposes of this opinion and, based upon such review, I am of the
opinion that the Additional Shares have been duly and validly
authorized and, when issued, transferred or sold in accordance with
the terms of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement on Form S-8 to be filed by
Chiquita to effect registration under the Securities Act of 1933 of
the Additional Shares.
Very truly yours,
/s/ Charles R. Morgan
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 and related prospectus pertaining to the 1986
Stock Option and Incentive Plan of Chiquita Brands International,
Inc. of our report dated February 28, 1994 with respect to the
consolidated financial statements and schedules of Chiquita Brands
International, Inc. included or incorporated by reference in its
Annual Report on Form 10-K for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Cincinnati, Ohio
June 6, 1994
