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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Chiquita Brands International, Inc.
(Name of Issuer)
$1.32 Depositary Shares
(Each representing one-fifth of a share of Chiquita's
Series C Manditorily Exchangeable Cumulative
Preference Stock, Without par value)
(Title of Class of Securities)
170032-30-4
(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 7, 1995
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 10 Pages
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CUSIP NO. 170032-30-4 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
0 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 170032-30-4 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizens
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
0 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III,
S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner
Family") (American Financial, AFC and the Lindner Family are
collectively referred to as the "Reporting Persons"), to amend and
update the Schedule 13D most recently amended on April 12, 1995,
relative to the $1.32 Depositary Shares (each of which represented one-
fifth of a share of Series C Manditorily Exchangeable Cumulative
Preference Stock, without par value ("$1.32 Depositary Shares") issued
by Chiquita Brands International, Inc. ("Chiquita").
As of September 1, 1995, the Lindner Family beneficially owned
approximately 49.9% of the outstanding common stock of American
Financial and American Financial beneficially owned all of the common
stock of AFC (approximately 79% of AFC's outstanding voting equity
securities).
The principal executive offices of Chiquita are located at 250
East Fifth Street, Cincinnati, Ohio 45202. All capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the
Schedule 13D, as amended. Items not included in this amendment are
either not amended or are not applicable. As a result of the conversion
of the $1.32 Depositary Shares reported herein, no further filings on
Schedule 13D will be made on this Schedule with respect to such
securities.
Item 5. Interest in Securities of the Issuer.
On September 7, 1995, the 1,000,000 $1.32 Depositary Shares
(approximately 30.8% of the outstanding class of securities)
beneficially owned by the Reporting Persons were converted pursuant to
their terms into a like number of shares of Chiquita common stock. As a
result, the Reporting Persons ceased to beneficially own any of the
$1.32 Depositary Shares at that date.
To the best knowledge and belief of the undersigned, as of
September 8, 1995, and within the 60 day period prior thereto, no other
transactions involving Chiquita $1.32 Depositary Shares had been engaged
in by the Reporting Persons or by the directors and officers of American
Financial or AFC.
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Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(2) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
After reasonable inquiry and to the best knowledge and belief
of the undersigned, it is hereby certified that the information set
forth in this statement is true, complete and correct.
Dated: September 13, 1995 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
James C. Kennedy, Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
James C. Kennedy
James C. Kennedy, As
Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
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Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and
between American Premier Group, Inc. ("American Premier") and American
Financial Corporation ("AFC"), both Ohio corporations, located at One
East Fourth Street, Cincinnati, Ohio 45202, and Carl H. Lindner ("CHL"),
Carl H. Lindner III (CHL III), S. Craig Lindner ("SCL") and Keith E.
Lindner ("KEL"), each an individual, the business address of each is One
East Fourth Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL
are referred to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier
owns 100% of the common stock of AFC and the Lindner Family beneficially
owns approximately 49.9% of American Premier's outstanding Common Stock
and each member of the Lindner Family is a director and executive
officer of American Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the beneficial
owner of securities held by AFC and its subsidiaries pursuant to
Regulation Section 240.13d-3 promulgated under the Securities Exchange
Act of 1934, as amended;
WHEREAS, American Premier and AFC and their subsidiaries from
time to time must file statements pursuant to certain sections of the
Securities Exchange Act of 1934, as amended, concerning the ownership of
equity securities of public companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and
the Lindner Family, do hereby agree to file jointly with the Securities
and Exchange Commission any schedules or other filings or amendments
thereto made by or on behalf of American Premier, AFC or any of their
subsidiaries pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the
Securities Exchange Act of 1934, as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By: /s/ James E. Evans
James E. Evans
Vice President & General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
/s/ Carl H. Lindner III
Carl H. Lindner III
/s/ S. Craig Lindner
S. Craig Lindner
/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 2
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and James
C. Kennedy, or either of them, as my true and lawful attorneys-in-fact
to sign on my behalf individually and as Chairman of the Board of
Directors and Chief Executive Officer of American Premier Group, Inc. or
as a director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or other
filings or amendments thereto made by me or on behalf of American
Premier Group, Inc. or any of its subsidiaries pursuant to Sections
13(d), 13(f), 13(g), and 14(d) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner
Carl H. Lindner
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POWER OF ATTORNEY
I, Carl H. Lindner III, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful attorneys-in-
fact to sign on my behalf individually and as an officer or director of
American Premier Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto made by
me or on behalf of American Premier Group, Inc. or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Carl H. Lindner III
Carl H. Lindner III
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POWER OF ATTORNEY
I, S. Craig Lindner, do hereby appoint James E. Evans and James
C. Kennedy, or either of them, as my true and lawful attorneys-in-fact
to sign on my behalf individually and as an officer or director of
American Premier Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto made by
me or on behalf of American Premier Group, Inc. or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ S. Craig Lindner
S. Craig Lindner
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POWER OF ATTORNEY
I, Keith E. Lindner, do hereby appoint James E. Evans and James
C. Kennedy, or either of them, as my true and lawful attorneys-in-fact
to sign on my behalf individually and as an officer or director of
American Premier Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and Exchange
Commission any schedules or other filings or amendments thereto made by
me or on behalf of American Premier Group, Inc. or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati,
Ohio this 4th day of April, 1995.
/s/ Keith E. Lindner
Keith E. Lindner
