Rule 424(b)(3)
Registration No. 33-51229
PROSPECTUS
1,616,480 SHARES
CHIQUITA BRANDS INTERNATIONAL, INC.
COMMON STOCK
This Prospectus relates to up to 1,616,480 shares of the
Capital Stock, $.33 par value (the "Common Stock"), of Chiquita
Brands International, Inc. ("Chiquita" or the "Company").
The Common Stock is listed on the New York, Boston and
Pacific Stock Exchanges. On January 25, 1994 the last sale price
of the Common Stock as reported on the New York Stock Exchange
Composite Tape was $14.75 per share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
All of the shares of Common Stock offered hereby (the
"Shares") are being sold for the account of and by the persons
named under the caption "Selling Shareholders." The Selling
Shareholders have advised the Company that these Shares may be
sold from time to time in transactions on the open market or in
negotiated transactions, in each case at prices satisfactory to
the seller. (See "Plan of Distribution.") The Company will not
receive any proceeds from the sale of the Shares.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
THE COMMON STOCK.
------------------------
The date of this Prospectus is January 26, 1994.
<PAGE>
AVAILABLE INFORMATION
Chiquita is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange
Commission (the "Commission"). Chiquita has filed with the
Commission a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the
Shares offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits
thereto, or amendments thereto, to which reference is hereby
made. Such reports, proxy and information statements,
Registration Statement and exhibits and other information filed
by Chiquita may be inspected and, upon payment of the
Commission's customary charges, copied at the public reference
facilities of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Regional
Offices of the Commission at Suite 1300, 7 World Trade Center,
New York, New York 10048, and at Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661.
Chiquita's Common Stock is listed on the New York, Boston
and Pacific Stock Exchanges. Reports, proxy and information
statements and other information concerning Chiquita may be
inspected and copied at the Library of the New York Stock
Exchange at 20 Broad Street, New York, New York; at the
Secretary's Office of the Boston Stock Exchange at One Boston
Place, Boston, Massachusetts; and at the Listing Department of
the Pacific Stock Exchange at 301 Pine Street, San Francisco,
California.
------------------------
No person has been authorized to give any information or to
make on behalf of the Company or the Selling Shareholders any
representations, other than those contained in this Prospectus,
in connection with the offer made hereby, and, if given or made,
such other information or representation must not be relied upon
as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any security other
than the securities offered hereby, or an offer to sell or
solicitation of an offer to buy such securities in any
jurisdiction in which such offer or solicitation is not qualified
or to any person to whom such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any date
subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Chiquita will furnish, without charge, to any person to whom
this Prospectus is delivered, upon such person's written or oral
request, a copy of any and all of the information that has been
incorporated by reference in the Registration Statement of which
this Prospectus is a part (not including exhibits to such
information unless such exhibits are specifically incorporated by
reference into such information). Any such request should be
directed to the Vice President, Corporate Affairs of Chiquita,
250 East Fifth Street, Cincinnati, Ohio 45202; telephone: (513)
784-6366.
The Annual Report on Form 10-K for the year ended December
31, 1992 (the "1992 10-K") the Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30, and September 30, 1993, and
the Current Reports on Form 8-K dated January 13, 1993, March 4,
1993 and January 21, 1994 filed by Chiquita with the Commission
(Commission file number 1-1550), and the description of Capital
Stock of Chiquita contained in a Registration Statement on Form
8-A filed by Chiquita (then called United Brands Company) on
September 11, 1970, are incorporated herein by reference and made
a part hereof.
All documents filed by Chiquita pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering made
hereunder shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the respective dates
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY
Chiquita Brands International, Inc. is a leading
international marketer, processor and producer of quality fresh
and processed food products. Chiquita produces and markets an
extensive line of fresh fruits and vegetables sold under the
Chiquita(registered trademark) and other brand names. These products
include tropical fruit, such as bananas, pineapples, mangos,
papaya, kiwi and citrus, and a wide variety of other fresh
produce. The core of the Company's operations is the marketing,
distribution and sourcing of bananas.
The Company's operations also include brand extensions, such
as fruit and vegetable juices and banana puree, and other
processed fruits and vegetables marketed worldwide under the
Chiquita and other brand names; wet and dry salads sold under
various brand names; and consumer packaged foods marketed in
Latin America under various brand names.
During the fourth quarter of 1992, the Company adopted a
plan of disposal for its Meat Division and classified it as a
discontinued operation. The Meat Division encompasses a wide
range of value-added fresh meats and processed meat products sold
in the United States nationally under the John Morrell and
Mosey's brand names and under a number of regional brand names.
See "Recent Developments -- Discontinued Operations."
American Financial Corporation ("AFC") owns, either directly
or through its subsidiaries, approximately 47% of Chiquita's
outstanding shares of Common Stock and 31% of Chiquita's $1.32
Depositary Shares. All of the outstanding common stock of AFC is
owned by Carl H. Lindner and members of his family.
Chiquita is a New Jersey corporation. The address of its
principal executive offices is 250 East Fifth Street, Cincinnati,
Ohio 45202 and its telephone number is (513) 784-8011. Unless
the context indicates otherwise, the term "Chiquita" also
includes the subsidiaries of the Company.
<PAGE>
INVESTMENT CONSIDERATIONS
In addition to the other information set forth in this
Prospectus, prospective investors should carefully consider the
following before making an investment in the Shares.
SUBSIDIARIES
Substantially all of the operations of the Company are
conducted through its subsidiaries and the Company is therefore
dependent on the cash flow of its subsidiaries to meet its
obligations. Because the assets of the Company are held by its
subsidiaries (some of which are highly leveraged and others of
which are unleveraged), the claims of holders of the Securities
will be structurally subordinated to any existing and future
obligations (whether or not for borrowed money) of such
subsidiaries. As of September 30, 1993, the total debt of the
Company's subsidiaries aggregated $748 million, of which $381
million represented non-recourse long-term debt of the Company's
shipping subsidiaries secured by ships and related equipment and
$114 million represented short-term notes and loans payable.
RECENT LOSSES
From 1984 to 1991, Chiquita reported a continuous record of
growth in annual earnings. In 1992, however, Chiquita
experienced unprecedented challenges, including a decline in
product quality resulting from an extraordinary outbreak of
banana plant disease and unusual weather patterns in Latin
America. These factors contributed to a loss of $146 million
($2.91 per share) from continuing operations before taxes and
non-recurring charges for the year ended December 31, 1992.
Chiquita's management addressed these challenges by implementing
control measures to address the quality issues and commenced an
aggressive program to adjust the Company's fresh fruit volume and
cost structure to reduce significantly production, distribution
and overhead costs. This program included consolidation of
operations, asset disposals and workforce reductions. As a
result of the adoption of this program, restructuring and
reorganization charges of $61 million ($1.18 per share) were
recorded in the fourth quarter of 1992. In addition, during the
fourth quarter of 1992, the Company adopted a plan of disposal
for its Meat Division and classified it as a discontinued
operation. The net loss for the year, including non-recurring
charges and losses from discontinued operations, was $284 million
($5.48 per share). Fixed charges exceeded earnings by
approximately $239 million for the year. See "Recent
Developments--Results of Operations" below and "Management's
Analysis of Operations and Financial Condition" in the Company's
1992 10-K.
For the nine months ended September 30, 1993, the Company
reported net income of $9.3 million, compared to a net loss of
$90.6 million (including a loss on discontinued operations of
$21.4 million) for the same period in 1992. However, the Company
expects to report a 1993 fourth quarter loss which is sizable,
but considerably less than the 1992 fourth quarter loss from
continuing operations excluding nonrecurring charges. The
improvement in 1993 over 1992 is attributable principally to the
continuing benefits of Chiquita's multi-year investment spending
program and the ongoing impact of its restructuring and cost
reduction efforts. See "Recent Developments -- Results of
Operations."
<PAGE>
LEVERAGE
As of September 30, 1993, the Company had short-term notes
and loans payable of $114.3 million and long-term debt (including
current maturities) of approximately $1.5 billion. As of
September 30, 1993, the Company had total long-term debt
maturities and sinking fund requirements for the remainder of
1993 of $16 million, and for the years 1994 through 1997 amounts
ranging from $81 million to $96 million. The percentage of total
debt to total capitalization for the Company was 71.1% at
September 30, 1993.
COMPETITION AND PRICING
Approximately 60% of the Company's consolidated net sales
comes from the sale of bananas. Banana marketing is highly
competitive. In order to compete successfully, Chiquita must be
able to source bananas of uniformly high quality and distribute
them in worldwide markets on a timely basis. A limited number of
competitors account for most of the banana imports throughout the
world. While smaller companies, including growers' cooperatives,
have also become a competitive factor, Chiquita's principal
competitors continue to be a limited number of international
companies. In addition, competition in the sale of bananas also
comes from other fresh fruit. Chiquita has been able to obtain a
premium price for its bananas due to its reputation for quality
and its innovative marketing techniques.
The effect of competition with respect to the majority of
the Company's products is intensified by their perishable nature.
Bananas are highly perishable and must be brought to market and
sold generally within 60 days after harvest. Therefore, selling
prices which importers receive for bananas are significantly
affected by fluctuations in the available supplies of bananas and
other fresh fruit in each market and by the relative quality and
wholesaler and retailer acceptance of bananas offered by
competing importers. Excess supplies may result in increased
price competition.
Although production of bananas tends to be relatively stable
throughout the year, competition in the sale of bananas from
other fresh fruit may be seasonal in nature. The resulting
seasonal variations in demand cause banana pricing to be
seasonal, with the first six months of the calendar year being
the strongest.
ADVERSE WEATHER CONDITIONS AND CROP DISEASE
Bananas are also vulnerable to adverse local weather
conditions, which are quite common but difficult to predict, and
to crop disease, the control of which entails significant
expense. These factors may restrict worldwide supplies and
result in increased prices for bananas. However, competitors may
be affected differently, depending upon their ability to obtain
adequate supplies from sources in other geographic areas. During
1993, approximately 30% of all bananas sold by Chiquita were
sourced from Panama. Bananas sourced from other countries,
including Colombia, Costa Rica, Guatemala, Honduras, Mexico and
the Philippines, comprised from 6% to 17% (depending on the
country) of bananas sold by Chiquita during 1993. See the
Company's 1992 10-K.
EUROPEAN COMMUNITY BANANA REGULATION
On July 1, 1993, the European Community ("EC") implemented a
new quota restricting the volume of Latin American bananas
imported into the EC. Most of the Company's bananas are produced
in Latin America and subject to the quota. The quota is
administered through a licensing system. Since imposition of the
new EC quota regime on July 1, 1993, prices within the EC have
increased to a higher level than for prior years. Banana prices
in other worldwide markets, however, have been lower than in
previous years, as the displaced EC volume has entered those
markets. Challenges to the quota and many matters regarding
implementation and administration of the quota remain to be
resolved. Therefore, there can be no assurance that EC banana
regulation will not change further. See "Recent Developments --
European Community Banana Regulation" and "Results of
Operations" -- for further discussion of the EC quota and its
impact on current operations.
OTHER RISKS OF INTERNATIONAL OPERATIONS
A significant portion of the Company's operations are
conducted in foreign countries, and are subject to risks that are
inherent in operating in such foreign countries, including
government regulation, currency restrictions and other
restraints, risks of expropriation and burdensome taxes. There
is also a risk that legal or regulatory requirements will be
changed or that administration and enforcement policies will
change. Certain of the Company's operations are dependent upon
leases and other agreements with the governments of these
countries. Although the Company's operations are a significant
factor in the economies of many of the countries where the
Company produces and purchases bananas and other agricultural and
consumer products, the Company's overall risk from these factors,
as well as from political changes, is reduced by the large number
and geographic diversity of its sources of bananas, which exceed
that of any competitor.
The Company's operations worldwide and the products it sells
are subject to numerous governmental regulations and inspections
by environmental, food safety and health authorities. Although
the Company believes it is substantially in compliance with such
regulations, changes in legislation or regulations and actions by
regulators, including changes in administration and enforcement
policies, may from time to time require operational improvements
or modifications at various locations or the payment of fines and
penalties, or both.
The Company is also subject to a variety of governmental
regulations in certain countries where it markets its products,
including import quotas and tariffs, currency exchange controls
and taxes.
The Company's operations involve transactions in a variety
of currencies. Results of its operations may be significantly
affected by fluctuations of currency exchange rates. Such
fluctuations are significant to the Company's banana operations
because many of its costs are incurred in currencies different
from those that are received from the sale of bananas in foreign
markets, and there is normally a time lag between the incurrence
of such costs and collection of the related sales proceeds. The
Company's policy is to exchange local currencies for dollars
immediately upon receipt, thus reducing exchange risk. The
Company also engages from time to time in various hedging
activities to minimize potential losses on cash flows originating
in foreign currencies. See Note 1 to the Company's Consolidated
Financial Statements and "Management's Analysis of Operations and
Financial Condition" included in the Company's 1992 10-K for
information with respect to foreign exchange.
SHARES AVAILABLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that
future sales of shares of Common Stock, or the availability of
such shares for future sales, will have on the market price of
Common Stock, prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that such sales could
occur, could adversely affect prevailing market prices for the
Common Stock. At January 17, 1994, the Company had outstanding
48,511,853 shares of Common Stock, including 22,868,805 shares
held, directly or indirectly, by AFC, and 648,310 shares of
Cumulative Preference Stock, including 200,000 shares held,
directly or indirectly, by AFC. In addition to the Shares
offered from time to time hereby, the Company has filed, pursuant
to the Securities Act, a Registration Statement on Form S-3
relating to $400,000,000 of debt securities, preferred stock and
Common Stock.
RECENT DEVELOPMENTS
EUROPEAN COMMUNITY BANANA REGULATION
On July 1, 1993, the EC implemented a new quota effectively
restricting the volume of Latin American bananas imported into
the EC to approximately 80% of prior levels. The quota is
administered through a licensing system. Challenges to the quota
and many matters regarding implementation and administration of
the quota remain to be resolved. In May 1993, the principles
underlying the new regulation that discriminate against Latin
American banana exporting countries in favor of certain African,
Caribbean and Pacific countries were ruled illegal under the
General Agreement on Tariffs and Trade ("GATT") by a GATT dispute
settlement panel. In December 1993, EC representatives discussed
a tentative, even more discriminatory proposal with a few Latin
American banana producing countries. The tentative proposal was
rejected by an overwhelming majority of the Latin American
countries. As widely reported in the press, in January 1994 a
GATT dispute settlement panel ruled on a second lawsuit against
the current EC regulation in favor of the Latin American
countries. GATT rulings in favor of the Latin American countries
could result in an increase in the total volume of Latin American
bananas, including banana volume of the Company, which could be
imported under the quota. However, there can be no assurance
that the EC will comply, or the manner in which it would comply,
with such rulings. (See "Results of Operations" below for
discussion of the impact of the EC quota on current operations.)
RESULTS OF OPERATIONS
Net sales for the third quarter of 1993 of $552 million and
first nine months of 1993 of $1.966 billion declined from the
comparable prior year amounts of $612 million and $2.102 billion
primarily as a result of lower banana volumes and prices.
Nevertheless, for the third quarter of 1993, the Company reported
a reduced net loss of $25.9 million, or $.50 per share, compared
to a 1992 third quarter net loss of $79.4 million, or $1.55 per
share (including a loss on discontinued operations of $7.5
million, or $.15 per share). For the nine months ended
September 30, 1993, the Company reported net income of $9.3
million, or $.18 per share, as compared to a net loss of $90.6
million, or $1.74 per share, in the same period of 1992 (which
included a loss on discontinued operations of $21.4 million, or
$.41 per share). This improvement is attributable to the
continuing benefits of Chiquita's multi-year investment spending
program and the ongoing impact of its restructuring and cost
reduction efforts. These programs address all aspects of the
banana business including a decreased reliance on high-cost
purchased fruit, enhanced production practices, shipping fleet
realignment, reorganization and consolidation of marketing
organizations, and overhead reductions.
Since imposition of the new EC quota regime on July 1, 1993,
prices within the EC have increased to a higher level than the
levels in prior years. Banana prices in other worldwide markets
have been lower than in previous years, as displaced EC volume
has entered those markets.
The favorable cost comparisons achieved during the first
nine months of 1993 as a result of the Company's investment
spending and cost reduction programs have continued throughout
the fourth quarter. Fourth quarter banana price levels in the EC
remained higher than pre-quota price levels of the 1992 fourth
quarter. However, EC prices weakened during the fourth quarter
from earlier post-quota levels partially as a result of the EC's
late issuance of fourth quarter import licenses and its
announcement of an expiration date for these licenses that was
earlier than marketplace expectations. The Company expects that,
absent unforeseeable factors, it will report a 1993 fourth
quarter loss which is sizable, but considerably less than the
$1.77 per share loss from continuing operations (excluding
restructuring and reorganization charges) for the same period in
1992.
Chiquita also expects that the improved cost trend will
continue into 1994. In addition, the EC quota impact could cause
first half 1994 banana prices in the EC to exceed pre-quota first
half 1993 levels as they have since implementation of the quota.
First half 1994 prices outside the EC could continue at levels
lower than in previous years as they have since implementation of
the quota, although the continuing growth in per capita
consumption of bananas outside the EC could mitigate any such
decline.
DISCONTINUED OPERATIONS
During the fourth quarter of 1992, after evaluation of
reorganization plans announced earlier that year and completion
of other preparatory actions, the Company adopted a plan of
disposal for all remaining Meat Division operations.
Accordingly, these operations were classified as discontinued
operations and were deconsolidated. (See Note 3 to the Company's
Consolidated Financial Statements for the year ended December 31,
1992, included in the Company's 1992 10-K.)
Pursuant to the plan, the Company immediately completed the
sale of a major fresh pork processing facility in December 1992.
During 1993, the Company engaged in extensive activity with
respect to execution of the balance of its disposal plan.
Numerous proposals for the purchase of individual components of
the Meat Division were received from a larger number of buyers
than originally expected. Although progress under the plan has
been slower than anticipated, partially as a result of the
Company evaluating all these proposals in the interest of
maximizing shareholder value, the Company has made significant
progress in the implementation of its disposal plan. This
progress includes:
- successful ongoing cost reduction efforts that have
contributed to the improvement in Meat Division operating
results to approximately breakeven levels for 1993.
- progress toward obtaining further substantial cost
reductions for 1994 and beyond relating to retiree medical
costs. In June 1993, the Company received a favorable court
ruling on its previously filed litigation that confirms its
right to unilaterally reduce medical benefits of retired
hourly employees. This ruling is being appealed by the
union and a hearing on the appeal is scheduled for February
1994.
- receiving subsidies and concessions from the State of South
Dakota and the City of Sioux Falls that will enhance the
operating profitability of the Sioux Falls plant. These
incentives were offered in September 1993 by newly installed
state and city administration officials who took office in
April 1993 after their predecessors, including the Governor
of South Dakota, were killed in a plane crash on their
return from a meeting to discuss incentives with Company and
Meat Division representatives.
- obtaining financial incentives and concessions in November
1993 from the City of Sioux City, Iowa and the local labor
union to enhance the salability of the Sioux City pork
processing plant as an operating facility.
- signing a letter of intent in December 1993 for the sale of
the entire Specialty Meat Group. The Company is presently
negotiating with this buyer and expects to complete the sale
of this group in the first half of 1994.
- obtaining a new stand-alone revolving credit facility in
June 1993 to fund the Meat Division's working capital needs.
The Company also continues to be engaged in vigorous
marketing efforts with respect to the remaining Meat Division
operations that now reflect improved prospects as a result of the
favorable developments described above. It expects to complete
the divestitures of these operations by the end of 1994.
The Company has reevaluated its provision for loss on
discontinued operations recorded in 1992 and believes it is
adequate to provide for any losses on disposition. The
developments during 1993 regarding the Company's Meat Division
have not had and are not expected to have a material adverse
effect on the Company's liquidity, financial condition or results
of operations.
Net sales from discontinued operations for the nine months
ended September 30, 1993 were approximately $1.2 billion.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Shares by the Selling Shareholders.
PAGE
<PAGE>
SELLING SHAREHOLDERS
The following information regarding the Shares offered
hereby has been provided to the Company by the Selling
Shareholders identified below and reflects information concerning
beneficial ownership of Common Stock as of December 31, 1993.
<TABLE>
<CAPTION>
Shares of the
Shares of the Company's Common
Company's Common Shares of the Stock to be Owned
Name of Selling Stock Beneficially Company's Common After Completion
Shareholder Owned Stock Offered Hereby of this Offering(1)
<S> <C> <C> <C>
Fritz C. Friday 395,866 (2) 312,871 82,995
Laura F. Hefta 92,116 92,116 -
Louise F. Wilson 88,154 88,154 -
Karl F. Friday 85,513 85,513 -
Raymond P. Twite 6,603 (3) 6,603 -
Fritz C. Friday
Children's Trust 295,497 233,544 61,953
Gretchen Friday Gallagher
Children's Trust 396,196 313,131 83,065
1978 Bess B. Friday Trust
f/b/o Fritz C. Friday 375,064 225,038 150,026
1968 Bess B. Friday Trust
f/b/o Fritz C. Friday 66,032 39,619 26,413
1968 Ardelle Friday Trust
f/b/o Fritz C. Friday 19,810 11,886 7,924
1968 Bess B. Friday Trust
f/b/o Gretchen Gallagher 13,207 7,924 5,283
1968 John E. Gallagher Trust
f/b/o Gretchen Gallagher 9,905 5,943 3,962
John C. Gallagher 37,639 (4) 37,639 -
Jo-Ann M. Gallagher 19,810 19,810 -
John C. Gallagher as Custodian
for Katharina J. Gallagher 19,810 19,810 -
John J. Gallagher as Custodian
for Jennifer Lynn Gallagher 19,810 19,810 -
Kevin C. Gallagher 37,639 (5) 37,639 -
Donna H. Gallagher 19,810 19,810 -
Kevin C. Gallagher as Custodian
for Charles B. Gallagher 19,810 19,810 -
Kevin C. Gallagher as Custodian
for Carleton H. Gallagher 19,810 19,810 -
<FN>
___________________
(1) In each case, less than 1% of the class (assuming all Shares
offered hereby are sold).
(2) Excludes 398,176 shares held in family trusts over which Mr.
Friday has sole voting and dispositive power and 482,038 shares
held in family trusts over which Mr. Friday has shared voting and
dispositive power. Also excludes 340,399 shares held in the
Friday Canning Corporation Employee Stock Ownership Trust over
which Mr. Friday has shared voting and dispositive power. Mr.
Friday disclaims beneficial ownership of all such shares.
(3) Excludes 295,497 shares held in the Fritz C. Friday
Children's Trust over which Mr. Twite has shared voting and
dispositive power. Mr. Twite disclaims beneficial ownership of
such shares.
(4) Excludes 39,620 shares held by Mr. Gallagher as custodian
for his children over which Mr. Gallagher has sole voting and
dispositive power.
(5) Excludes 39,620 shares held by Mr. Gallagher as custodian
for his children over which Mr. Gallagher has sole voting and
dispositive power.
</TABLE>
Fritz C. Friday is currently President and a director of
Friday Canning Corporation ("Canning"), a wholly-owned subsidiary
of Chiquita. Raymond P. Twite is currently Senior Vice
President-Administration, Secretary and Treasurer of Canning.
Prior to April 1992, Mr. Friday was, in addition to his current
positions, also Chairman of Canning and Mr. Twite was also a
director of Canning. Prior to April 1992, Laura F. Hefta, Louise
F. Wilson and Karl F. Friday were also directors of Canning. The
shares being sold were received by the Selling Shareholders in
connection with Canning's merger into the Company in March 1992.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders directly to purchasers, to or through underwriters
or broker-dealers or through agents, or through a combination of
these methods. Sales by means of this Prospectus may be made
privately at prices to be individually negotiated with the
purchasers or publicly through transactions on the New York Stock
Exchange (which may involve crosses and block transactions),
other exchanges or in the over-the-counter market, at prices
reasonably related to market prices at the time of sale or at the
negotiated prices. Broker-dealers participating in such
transactions may act as agent or as principal and may receive
commissions from the purchasers as well as from the Selling
Shareholders. Profits, commissions and discounts on sales by
persons who may be deemed to be underwriters within the meaning
of the Securities Act may be deemed underwriting compensation
under the Securities Act. The Company may indemnify underwriters
participating in such transactions against certain liabilities,
including liabilities under the Securities Act.
The Company will pay all expenses of preparing and
reproducing this Prospectus.
The Company has agreed with the Selling Shareholders,
subject to certain exceptions, to keep the Registration Statement
covering the Shares effective until the earlier of (i) six months
after the date of this prospectus or (ii) the period of time
necessary to permit the Selling Shareholders to dispose of all
Shares being sold pursuant to the Registration Statement.
The Selling Shareholders may also sell Shares pursuant to
Rule 144 under the Securities Act (after March 31, 1994), or
otherwise, in lieu of sales by means of this Prospectus.
LEGAL OPINION
The validity of the Shares offered hereby has been passed
upon by Charles R. Morgan. Mr. Morgan, Vice President, General
Counsel and Secretary of Chiquita, presently holds shares of
Common Stock in the Company's Savings and Investment (401(k))
Plan as well as employee stock options to purchase additional
shares of Common Stock.
EXPERTS
The consolidated financial statements of Chiquita
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1992 have been audited by Ernst &
Young, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young pertaining
to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
