<PAGE> 1
As filed with the Securities and Exchange Commission on April 18, 1995.
Registration No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_________________
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 04-1923360
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8011
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________________________________
CHARLES R. MORGAN, ESQ.
Vice President, General Counsel
and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8332
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement shall become effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
______________________________________
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Proposed Proposed
securities maximum maximum
to be Amount to be offering price aggregate Amount of
registered registered per unit (1) offering price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock 330,000 shares $13.5625 $4,475,625 $1,543.32
$.33 par value
per share
==================================================================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based on the average of the high and low prices of the
Capital Stock reported on the New York Stock Exchange on April 12, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
==================================================================================================================================
</TABLE>
<PAGE> 3
PROSPECTUS
330,000 SHARES
CHIQUITA BRANDS INTERNATIONAL, INC.
COMMON STOCK
This Prospectus relates to up to 330,000 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 _______ __, 1995 the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $_____ 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.
________________________
The shares of Common Stock offered hereby (the "Shares") are being sold for
the account of and by the person named under the caption "Selling Shareholder."
The 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
any sales 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 __________, 1995.
<PAGE> 4
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 Shareholder 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
Shareholder. 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.
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<PAGE> 5
The Annual Report on Form 10-K for the year ended December 31, 1994
(the "1994 10-K") 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 and other brand names. These products include tropical
fruit, such as bananas, mangos, 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:
o fruit and vegetable juices sold primarily in the United
States, and processed bananas, other processed fruits and
vegetables marketed worldwide, under the Chiquita and other
brand names;
o wet, fresh cut and ready-to-eat salads sold under various
brand names; and
o branded consumer packaged foods marketed in Latin America.
The Company's Meat Division, previously reported as a discontinued
operation, has been reconsolidated for financial reporting purposes. The
Company is continuing to pursue the disposition of the Meat Division operations
which have not already been sold. The Meat Division is engaged in the
processing and marketing primarily of fresh pork and processed meat products,
including sausage, frankfurters, bacon, hams and luncheon meats.
American Premier Group, Inc. ("APG") owns, through its subsidiaries,
approximately 46% of Chiquita's outstanding shares of Common Stock and 31% of
Chiquita's Mandatorily Exchangeable Cumulative Preference Stock, Series C (the
"Series C Preferred Stock") represented by $1.32 Depositary Shares. APG is a
holding company which was formed to acquire and own all of the outstanding
common stock of American Financial Corporation and American Premier
Underwriters, Inc. in a transaction which was consummated in April 1995.
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<PAGE> 6
Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner are
the beneficial owners of 49.9% of APG's common stock.
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) 784-6366. Unless the context indicates otherwise,
the term "Chiquita" also includes the subsidiaries of the Company.
INVESTMENT CONSIDERATIONS
In addition to the other information set forth in this Prospectus,
prospective investors should carefully consider the following in the context of
the more complete disclosure in the Company's 1994 10-K before making an
investment in the Shares.
RECENT LOSSES
From 1984 to 1991, Chiquita reported a continuous record of growth in
annual earnings. However, in 1992, the Company reported a net loss of $284
million, which included restructuring and reorganization charges of $96
million. In 1993, the net loss was reduced to $51 million as a result of
benefits from the Company's multi-year investment spending program and its
restructuring and cost reduction efforts. In 1994, Chiquita reported a net
loss of $72 million, which included extraordinary charges of $23 million from
prepayment of debt and charges and losses totaling $57 million resulting
primarily from farm closings and banana cultivation write-downs in Honduras
following an unusually severe strike and the substantial reduction of the
Company's Japanese "green" banana trading operations. See the Company's
Consolidated Financial Statements and "Management's Analysis of Operations and
Financial Condition" in the Company's 1994 10-K.
LEVERAGE
As of December 31, 1994, the Company had short-term notes and loans
payable of approximately $130 million and long-term debt (including current
maturities) of approximately $1.5 billion. As of December 31, 1994, the
Company had total long-term debt maturities for 1995 of $91 million, and for
the years 1996 through 1999 amounts ranging from $47 million to $118 million.
The percentage of total debt to total capitalization for the Company was 71% at
December 31, 1994.
COMPETITION AND PRICING
Sales of bananas were 38% of the Company's consolidated net sales in
1994 (60% excluding revenues of the Meat Division held for sale). Banana
marketing is highly competitive; while smaller companies, including growers'
cooperatives, have become a competitive factor, Chiquita's principal
competitors continue to be a limited number of large international companies.
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. 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 depend on the available supplies of bananas and
other fruit in each market, the relative quality, and
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<PAGE> 7
wholesaler and retailer acceptance of bananas offered by competing importers.
Excess supplies may result in increased price competition. Competition in the
sale of bananas also comes from other fresh fruit, which 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 stronger
period. Chiquita has been able to obtain a premium price for its bananas due
to its reputation for quality and its innovative marketing techniques. See the
Company's 1994 10-K.
ADVERSE WEATHER CONDITIONS AND CROP DISEASE
Bananas are 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. Chiquita has a greater number
and geographic diversity of sources of bananas than any of its competitors.
During 1994, approximately 35% of all bananas sold by Chiquita were sourced
from Panama. Bananas sourced from other countries, including Colombia, Costa
Rica, Guatemala and Honduras, comprised from 4% to 19% (depending on the
country) of bananas sold by Chiquita during 1994. See the Company's 1994 10-K.
LABOR RELATIONS
The Company employs a total of approximately 45,000 persons, including
approximately 40,000 in its core Chiquita operations and approximately 5,000 in
the Meat Division. Approximately 36,000 of the Chiquita operations associates
are employed in Central and South America, including 28,000 workers covered by
labor contracts. The Company has approximately 85 labor contracts with such
employees and 11 labor contracts with Meat Division employees, with terms
expiring from 1995 to 1999. Strikes or other labor-related actions are often
encountered upon expiration of labor contracts and also frequently occur during
the term of the contracts. During the summer of 1994, the Company's workers in
La Lima, Honduras struck its operations there during the term of their contract
seeking higher wages. After a 35-day strike, the Company and the workers'
union reached an agreement on additional contractual cost of living
adjustments. The cost of living adjustments have not had a significant impact
on the Company's operations. Chiquita decided not to reopen four low
productivity farms which had been closed during the strike and, at the
Company's remaining Honduran farms, chopped back cultivations weakened during
the strike. Write-downs associated with the Honduran farms and cultivations
were approximately $25 million. See the Company's 1994 10-K.
EUROPEAN UNION BANANA REGULATION
On July 1, 1993, the EU implemented a new quota effectively
restricting the volume of Latin American bananas imported into the EU, which
had the effect of decreasing the Company's volume and market share in Europe.
The quota is administered through a licensing system and grants preferred
status to producers and importers within the EU and its former colonies, while
imposing new quotas and tariffs on bananas imported from other sources,
including Latin America, Chiquita's primary source of fruit. In two separate
rulings, General Agreement on Tariffs and Trade ("GATT") panels found this
banana policy to be
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<PAGE> 8
illegal. In March 1994, four of the countries which had filed GATT actions
against the EU banana policy (Costa Rica, Colombia, Nicaragua and Venezuela)
reached a settlement with the EU by signing a "Framework Agreement." The
Framework Agreement authorizes the imposition of additional restrictive and
discriminatory quotas and export licenses on U.S. banana marketing firms, while
leaving EU firms exempt. Costa Rica and Colombia are presently implementing
this agreement. Full implementation of the Framework Agreement could
significantly increase the Company's cost to export bananas from these sources.
Three additional European countries (Sweden, Finland and Austria) joined the EU
effective January 1, 1995. These countries, which have had substantially
unrestricted banana markets in which Chiquita has supplied a significant
portion of the bananas, are in the process of transition to the restrictive EU
quota and licensing environment. The timing and exact nature of any
adjustments in the quota and licensing regulations that will be made for these
new EU members have not yet been determined.
In September 1994, Chiquita and the Hawaii Banana Industry Association
made a joint filing with the Office of the U.S. Trade Representative under
Section 301 of the U.S. Trade Act of 1974, charging that the EU quota and
licensing regime and the Framework Agreement are unreasonable, discriminatory,
and a burden and restriction on U.S. commerce. In response to this petition,
the U.S. Government initiated a formal investigation of the EU banana import
policy in October 1994. In January 1995, the U.S. Government announced a
preliminary finding against the EU banana import policy and launched separate
investigations of the Colombian and Costa Rican Framework Agreement policies.
The EU, Colombian and Costa Rican investigations are continuing. Section 301
authorizes retaliatory measures, such as tariffs or withdrawal of trade
concessions, against the offending countries. However, there can be no
assurance as to the results of the investigation, the nature and extent of
actions the U.S. Government might take, or the impact on the EU quota regime or
the Framework Agreement.
OTHER RISKS OF INTERNATIONAL OPERATIONS
The Company's operations are conducted in many areas of the world, and
are subject to risks that are inherent in operating in foreign countries,
including government regulation, currency restrictions and other restraints,
risks of expropriation, burdensome taxes, quotas and tariffs. See Notes 1 and
9 to the Company's Consolidated Financial Statements and "Management's Analysis
of Operations and Financial Condition" included in the Company's 1994 10-K for
information with respect to currency exchange. There is also a risk that legal
or regulatory requirements will be changed or that administrative policies will
change. Certain of the Company's operations are dependent upon leases and
other agreements with the governments of the 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. 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, actions by
regulators have in the past required, and in the future may require,
operational modifications or capital improvements at various locations or the
payment of fines and penalties, or both. See the Company's 1994 10-K.
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<PAGE> 9
MEAT DIVISION HELD FOR SALE
The Meat Division had an operating loss of $57 million in 1992, and
operating income of $6 million and $39 million in 1993 and 1994, respectively,
on net sales of $1.7 billion, $1.5 billion and $1.5 billion in the
corresponding periods. Profit margins in the fresh meat business are low and
competition among packers in the United States is strong. Price, quality and
brand identification are major competitive factors. The Meat Division's major
competitors in fresh and processed meats are large U.S. meat-packing
corporations, as well as a large number of U.S. regional and local meat
packers. Competition also comes from other high protein products, including
beef, poultry, seafood and dairy products. The Company is continuing to pursue
the sale of the remainder of its Meat Division operations. See the Company's
1994 10-K.
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 prevailing market price of the Common Stock. 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 April 4, 1995, the Company had outstanding 50,236,490 shares of Common Stock
and 648,310 shares of Series C Preferred Stock, including, respectively,
22,987,640 and 200,000 shares held indirectly by APG. In addition to the
Shares offered from time to time hereby, the Company has an existing shelf
Registration Statement on Form S-3 relating to approximately $80 million of
securities (debt securities, preferred stock or Common Stock) which could be
issued.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholder. However, under certain circumstances, the Company
may repurchase some or all of the Shares or the Selling Shareholder may be
required to return some of the Shares to the Company, in either of which cases,
the Company expects to retire them.
SELLING SHAREHOLDER
The Selling Shareholder is C.I. Promotora Bananera, S.A., a Colombian
corporation (the "Selling Shareholder"). The Selling Shareholder is a producer
of bananas which has in the past entered into, and may in the future enter
into, contractual agreements with the Company and its subsidiaries relating to
the production and sale of bananas to such entities. The Selling Shareholder
is not an affiliate of the Company. As of April 4, 1995, the Selling
Shareholder owned 330,000 shares of Common Stock, including the Shares. The
Selling Shareholder is offering up to 330,000 Shares pursuant to this
Registration Statement and, assuming the sale of all such Shares, will hold no
shares following such sales.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by or for the account of the
Selling Shareholder directly to purchasers, to or through broker-dealers or
through a combination of
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<PAGE> 10
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, other exchanges or in the
over-the-counter market, at prices reasonably related to market prices at the
time of sale or at 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 Shareholder. To the extent that
Shares are sold in market transactions, the Selling Shareholder has agreed to
observe any volume limitations deemed appropriate by the Company.
All expenses relating to the registration and sale of the Shares other
than fees and expenses of counsel, accountants or other consultants to the
Selling Shareholder will be paid, directly or indirectly, by the Company.
The Company has agreed with the Selling Shareholder, subject to
certain exceptions, to keep the Registration Statement covering the Shares
effective until the earlier of (i) three months after the date of this
Prospectus or (ii) the date on which all Shares have been sold by the Selling
Shareholder pursuant to the Registration Statement.
In addition, the Company and the Selling Shareholder will indemnify
each other for certain liabilities, including civil liabilities under the
Securities Act.
LEGAL MATTERS
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 Brands
International, Inc. appearing (or incorporated by reference) in its Annual
Report (Form 10-K) for the year ended December 31, 1994, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included (or incorporated by reference) therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred
by Chiquita in connection with the distribution of the securities being
registered hereby:
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . $1,543
Accounting fees and expenses . . . . . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . 1,457
------
TOTAL . . . . . . . . . . . . . . . . $9,000
======
</TABLE>
All of the above expenses other than the SEC registration fee are
estimates. None of the expenses listed will be paid by the Selling
Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of Chiquita's By-Laws provides directors and officers with
the right to indemnification and advancement of expenses to the fullest extent
not prohibited by the New Jersey Business Corporation Act. Directors and
officers of Chiquita are indemnified generally against expenses and liabilities
incurred in connection with any proceedings, including proceedings by or on
behalf of Chiquita, relating to their service to or at the request of Chiquita.
However, no indemnification may be made if a final adjudication establishes
that a person's acts or omissions (a) breached the person's duty of loyalty to
Chiquita or its shareholders, (b) were not in good faith or involved a knowing
violation of law, or (c) resulted in receipt by the person of an improper
personal benefit. Section VIII of Chiquita's Second Restated Certificate of
Incorporation also limits the liability of Chiquita's directors and officers,
to the fullest extent permitted by the New Jersey Business Corporation Act, to
Chiquita or its shareholders for monetary damages for breach of any duty,
except in the situations set forth in (a) through (c) above.
ITEM 16. EXHIBITS.
The following Exhibits are a part of this Registration Statement.
<TABLE>
Exhibit No.
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<CAPTION>
<S> <C>
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
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<PAGE> 12
ITEM 17. UNDERTAKINGS.
*(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
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<PAGE> 13
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
________________________
* Paragraph references correspond to those of Item 512 of Regulation S-K.
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<PAGE> 14
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-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN CINCINNATI, OHIO, AS OF THE 18TH DAY OF APRIL, 1995.
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 18TH DAY OF APRIL, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Carl H. Lindner Chairman of the Board and
- --------------------------------- Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner Director; President and Chief
- --------------------------------- Operating Officer
Keith E. Lindner
/s/ S. Craig Lindner Director
- ---------------------------------
S. Craig Lindner
/s/ Fred J. Runk Director and Vice President
- ---------------------------------
Fred J. Runk
Director
- ---------------------------------
Jean H. Sisco
Director
- ---------------------------------
William W. Verity
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C>
Director
- ---------------------------------
Oliver W. Waddell
/s/ Ronald F. Walker Director
- ---------------------------------
Ronald F. Walker
/s/ Steven G. Warshaw Executive Vice President, Chief Administrative
- --------------------------------- Officer and Chief Financial Officer
Steven G. Warshaw
/s/ William A. Tsacalis Vice President and Controller
- --------------------------------- (Chief Accounting Officer)
William A. Tsacalis
</TABLE>
II-5
<PAGE> 16
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
5 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<PAGE> 1
Exhibits 5 and 23.2
Charles R. Morgan
Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
April 18, 1995
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
Gentlemen:
I have acted as counsel for Chiquita Brands International, Inc.
("Chiquita") in connection with the registration of 330,000 shares of its
Capital Stock, $.33 par value, pursuant to Chiquita's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on April 18, 1995
(the "Registration Statement").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares of Chiquita
Capital Stock to be sold pursuant to the Registration Statement have been
legally issued and are fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Charles R. Morgan
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 filed on April 18, 1995 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
330,000 shares of its common stock and to the incorporation by reference
therein of our report dated February 27, 1995, with respect to the consolidated
financial statements and schedule of Chiquita Brands International, Inc.
included (or incorporated by reference) in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
April 18, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
I appoint each of William A. Tsacalis and Fred J. Runk as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933,
on April 7, 1995 at Cincinnati, Ohio.
/s/ Carl H. Lindner
----------------------------------
Carl H. Lindner
<PAGE> 2
POWER OF ATTORNEY
I appoint each of William A. Tsacalis and Fred J. Runk as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933,
on April 6, 1995 at Cincinnati, Ohio.
/s/ Keith E. Lindner
----------------------------------
Keith E. Lindner
<PAGE> 3
POWER OF ATTORNEY
I appoint each of William A. Tsacalis and Fred J. Runk as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933,
on April 7, 1995 at Cincinnati, Ohio.
/s/ S. Craig Lindner
-----------------------------------
S. Craig Lindner
<PAGE> 4
POWER OF ATTORNEY
I appoint each of William A. Tsacalis and Fred J. Runk as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933,
on April 10, 1995 at Cincinnati, Ohio.
/s/ Ronald F. Walker
--------------------------------
Ronald F. Walker
