<PAGE> 1
THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT NO. 33-51995
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1996.
REGISTRATION NO. 333-00789
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHIQUITA BRANDS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 04-1923360
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 784-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT W. OLSON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CHIQUITA BRANDS INTERNATIONAL, INC.
250 EAST FIFTH STREET
CINCINNATI, OHIO 45202
(513) 784-8804
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
ANDREW R. KELLER, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this
Registration Statement as determined in light of market conditions and other
factors.
------------------------
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/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
Pursuant to Rule 429 of the Rules under the 1933 Act, this Registration
Statement contains a combined prospectus that also relates to a Registration
Statement on Form S-3 No. 33-51995 (relating to an aggregate of $300,000,000
principal amount of Debt Securities, Preferred Stock, par value $1.00 per share,
and Capital Stock, par value $0.33 per share) previously filed by the registrant
and declared effective on January 28, 1994. This Registration Statement
constitutes Post-Effective Amendment No. 1 to Registration Statement No.
33-51995 with respect to the remaining $81,250,000 of unsold securities
thereunder, and such Post-Effective Amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in
accordance with Section 8(c) of the Securities Act of 1933.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED , 1996
PROSPECTUS
[LOGO] $500,000,000
CHIQUITA BRANDS INTERNATIONAL, INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
SECURITIES WARRANTS
Chiquita Brands International, Inc. ("Chiquita" or the "Company") may offer
from time to time (i) in one or more series unsecured debt securities which may
be either senior or subordinated debt securities (together, the "Debt
Securities"), consisting of debentures, notes and/or other evidences of
indebtedness; (ii) in one or more series shares of preferred stock (together
"Preferred Stock") which may be either Non-Voting Cumulative Preferred Stock,
par value $1.00 per share ("Non-Voting Preferred Stock") or Cumulative
Preference Stock, without par value ("Preference Stock"), either of which may be
issued in the form of depositary shares evidenced by depositary receipts
("Depositary Shares"), (iii) shares of its Capital Stock, par value $0.33 per
share ("Common Stock") and (iv) securities warrants ("Securities Warrants") to
purchase Debt Securities, Preferred Stock, Depositary Shares or Common Stock
(the Debt Securities, Preferred Stock, Common Stock and Securities Warrants
being collectively referred to as the "Securities"), or any combination of the
foregoing, at an aggregate initial offering price not to exceed $500,000,000, at
prices and on terms to be determined at or prior to the time of sale.
Specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus Supplement
("Prospectus Supplement"), together with the terms of the offering of the
Securities and the initial price and the net proceeds to Chiquita from the sale
thereof. The Prospectus Supplement will set forth with regard to the particular
Securities, without limitation, the following: (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, ranking as
senior debt or subordinated debt, authorized denominations, maturity, rate (or
method of calculation thereof) of interest and dates (or method of determination
thereof) for payment thereof, and any exchangeability, conversion, redemption,
prepayment or sinking fund provisions, (ii) in the case of Preferred Stock, the
designation, including whether Non-Voting Preferred Stock or Preference Stock,
number of shares, voting rights (for Preference Stock), liquidation preference
per share, initial public offering price, dividend rate (or method of
calculation thereof), dates on which dividends shall be payable and dates from
which dividends shall accrue, any redemption or sinking fund provisions, any
conversion or exchange rights and any special voting or other special rights,
(iii) in the case of Common Stock, the number of shares of Common Stock and the
terms of the offering and sale thereof and (iv) in the case of Securities
Warrants, the number and terms thereof, the designation and number or amount of
Securities issuable upon their exercise, the exercise price, the terms of the
offering and sale thereof and, where applicable, the duration and detachability
thereof. The Prospectus Supplement will also contain information, where
applicable, about certain Federal income tax considerations relating to, and any
listing on a securities exchange of, the Securities covered by the Prospectus
Supplement.
The Securities may be offered for sale directly, through agents, to or
through underwriters or dealers designated from time to time or through a
combination of such methods. If agents of Chiquita or any underwriters or
dealers are involved in the sale of the Securities, the names of such agents,
underwriters or dealers and any applicable commission or discounts will be set
forth in the Prospectus Supplement. See "Plan of Distribution."
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE> 3
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT, UNDERWRITER OR DEALER.
THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER
OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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 on Form S-3 (together with
all amendments and exhibits, the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Securities
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., and at the Regional Offices of the
Commission at Suite 1300, 7 World Trade Center, New York, New York, and Suite
1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois.
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 1 Boston Place, Boston, Massachusetts; and at
the Listing Department of the Pacific Stock Exchange at 301 Pine Street, San
Francisco, California.
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, 1995 (which
incorporates by reference certain information contained in the Company's 1995
Annual Report to Shareholders) (the "1995 10-K") filed by Chiquita with the
Commission (Commission file number 1-1550) and the Current Reports on Form 8-K
dated December 20, 1995, February 7, 1996 and February 26, 1996 are incorporated
herein by reference and made a part hereof.
All documents filed by the Company 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 of the Securities 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.
2
<PAGE> 4
THE COMPANY
Chiquita Brands International, Inc. is a leading international marketer,
producer and distributor of bananas and other quality fresh and processed food
products sold under the Chiquita and other brand names. In addition to bananas,
these products include other tropical fruit, such as mangoes, kiwi and citrus,
and a wide variety of other fresh produce. The Company's operations also include
fruit and vegetable juices and beverages; processed bananas and other processed
fruits and vegetables; fresh cut and ready-to-eat salads; and edible oil-based
consumer products.
American Financial Group, Inc. ("AFG") owns, either directly or through its
subsidiaries, approximately 43% of Chiquita's outstanding shares of Common
Stock. Approximately 44% of the outstanding common stock of AFG is beneficially
owned by Carl H. Lindner, members of his family and trusts for their benefit.
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) 784-8000. Unless the context indicates otherwise, the
term "Chiquita" also includes the subsidiaries of the Company.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
prospective investors should carefully consider the following before making an
investment in the Securities.
EUROPEAN UNION BANANA REGULATION
On July 1, 1993, the European Union ("EU") implemented a new quota
effectively restricting the volume of Latin American bananas imported into the
EU. Implementation of the quota 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 quotas and tariffs on bananas imported from
other sources, including Latin America, Chiquita's primary source of fruit.
Since imposition of the EU quota regime, prices within the EU have increased to
a higher level than the levels prevailing prior to the quota. Banana prices in
other worldwide markets, however, have been lower than in years prior to the EU
quota, as the displaced EU volume has entered those markets. In two separate
rulings, General Agreement on Tariffs and Trade ("GATT") panels found this
banana policy to be 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
implemented this agreement in 1995, significantly increasing 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 had substantially unrestricted banana markets in which the
Company 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. Implementation of
the quota regime continues to evolve, and there can be no assurance that the EU
banana regulation will not change further.
In September 1994, Chiquita and the Hawaii Banana Industry Association made
a joint filing with the Office of the U.S. Trade Representative ("USTR") 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 formal investigations of the EU banana import policy
and of the Colombian and Costa Rican Framework Agreement export policies. In
January 1995, the U.S. Government announced a preliminary finding against the EU
banana import policy and in September 1995, based on information obtained in the
USTR's investigation under Section 301, the United States, joined by Guatemala,
Honduras and Mexico, commenced a new international trade challenge against the
EU regime using the procedures of the World
3
<PAGE> 5
Trade Organization ("WTO"). In January 1996, the USTR announced it had found the
banana export policies of Costa Rica and Colombia to be unfair. The USTR further
announced it was not imposing sanctions at that time, pending further
consultations with those countries to eliminate harm to U.S. commerce. In
February 1996, Ecuador, the world's largest exporter of bananas, joined the
United States, Guatemala, Honduras and Mexico in challenging the EU regime under
the WTO. Both the WTO and Section 301 authorize 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 WTO and Section 301
proceedings, the nature and extent of actions that may be taken by the United
States or other adversely affected countries, or the impact on the EU quota
regime or the Framework Agreement.
RECENT LOSSES
From 1984 to 1991, the Company reported a continuous record of growth in
annual earnings. However, the Company reported net losses for 1992, 1993 and
1994 of $284 million, $51 million and $72 million, respectively. The 1992 net
loss included restructuring and reorganization charges of $61 million and losses
relating to discontinued Meat Division operations of $62 million. The 1993 net
loss was reduced as a result of benefits from the Company's multiyear investment
spending program and its restructuring and cost reduction efforts. The 1994 net
loss included income from discontinued operations of $36 million, extraordinary
charges of $23 million from prepayment of debt and charges and losses totaling
$67 million resulting primarily from farm closings and banana cultivation
write-downs in Honduras following an unusually severe strike, the substantial
reduction of the Company's Japanese "green" banana trading operations and a
write-down of ships held for sale. The Company reported net income of $9 million
for 1995.
LEVERAGE
As of December 31, 1995, the Company and its subsidiaries had short-term
notes and loans payable of $119 million and long-term debt (including current
maturities) of approximately $1.3 billion. Required debt maturities for the
years 1996 through 2000 are $53 million, $61 million, $97 million, $36 million
and $37 million, respectively. The percentage of total debt to total
capitalization for the Company was 68% at December 31, 1995.
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. 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, some of which are
highly leveraged. As of December 31, 1995, the total debt of the Company's
subsidiaries aggregated $573 million, of which $295 million represented non-
recourse long-term debt of the Company's shipping subsidiaries secured by ships
and related equipment and $119 million represented short-term notes and loans
payable.
COMPETITION AND PRICING
Approximately 60% of the Company's consolidated net sales comes from the
sale of bananas. Banana marketing is highly competitive. While smaller
companies, including growers' cooperatives, are a competitive factor, the
Company's principal competitors are a limited number of large international
companies. The Company has been able to obtain a premium price for its bananas
due to its reputation for quality and its innovative marketing techniques. In
order to compete successfully, the Company 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 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.
4
<PAGE> 6
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. These factors, which may
result in lower sales volume and increased costs, may also 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
1995, approximately one-third of all bananas sold by Chiquita were sourced from
Panama. Bananas are sourced from numerous other countries, including Colombia,
Costa Rica, Ecuador, Guatemala and Honduras which comprised 6% to 23% (depending
on the country) of bananas sold by Chiquita during 1995.
LABOR RELATIONS
The Company employs a total of approximately 36,000 associates.
Approximately 32,000 of these associates are employed in Central and South
America, including 28,000 workers covered by 85 labor contracts with terms
expiring from 1996 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.
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. 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 the
countries. Although the Company's operations are a significant factor in the
economies of many of the countries in Central and South America where the
Company produces and purchases bananas and other agricultural and consumer
products, the Company believes its 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.
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 Preferred Stock, or the availability of such shares
for future sales, will have on the market price of Common Stock or any then
outstanding Preferred Stock prevailing from time to time. Sales of substantial
amounts of Common Stock or Preferred Stock, or the perception that such sales
could occur, could adversely affect prevailing market prices for the Common
Stock or, in certain instances, the Preferred Stock. At April 15, 1996, the
Company had outstanding 55,262,205 shares of Common Stock, including 23,996,295
shares held, directly or indirectly, by AFG, and 2,875,000 shares of $2.875
Non-Voting Cumulative Preferred Stock, Series A.
ABSENCE OF PUBLIC MARKET FOR SECURITIES (OTHER THAN COMMON STOCK)
Since the Debt Securities, the Preferred Stock and the Securities Warrants
will be newly issued, there is no current market for such Securities. The
Company may, but has no obligation to, apply for listing of such Securities on
the New York Stock Exchange or another stock exchange, and there can be no
assurance that the applicable listing requirements of any such exchange will be
met. There can be no assurance that there will be an active trading market for
such Securities.
5
<PAGE> 7
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, the net proceeds
to be received by the Company from the sale of the Securities will be used to
repay outstanding debt of the Company and its subsidiaries and for general
corporate purposes.
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The Company's ratio of earnings to fixed charges and ratio of earnings to
combined fixed charges and preferred stock dividends for the years ended
December 31, 1991 through 1995 were as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges...................... 1.20 --(1) --(1) --(1) 1.73
Ratio of earnings to combined fixed charges and
preferred stock dividends............................. 1.16 --(1) --(1) --(1) 1.73
<FN>
- ---------------
(1) Fixed charges exceeded earnings by approximately $75 million, $45 million
and $239 million for the years ended December 31, 1994, 1993 and 1992,
respectively. Combined fixed charges and preferred stock dividends exceeded
earnings by approximately $86 million, $49 million and $239 million for the
years ended December 31, 1994, 1993 and 1992, respectively.
</TABLE>
For purposes of calculating the ratios of earnings to fixed charges and of
earnings to combined fixed charges and preferred stock dividends, earnings are
calculated as the sum of the income (loss) from continuing operations before
income taxes, fixed charges (other than capitalized interest) and amortization
of capitalized interest, less undistributed earnings of
less-than-fifty-percent-owned investees. Fixed charges consist of interest on
indebtedness (including capitalized interest and amortization of debt discount)
and a portion of rent considered to represent interest cost.
6
<PAGE> 8
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement, including any covenants which may be applicable to a
particular series of Debt Securities, and the extent, if any, to which the
following general provisions do not apply to those Debt Securities will be
described in the Prospectus Supplement relating to such Debt Securities.
The Debt Securities will be general unsecured obligations of the Company
and will constitute either senior debt securities or subordinated debt
securities. In the case of Debt Securities that will be senior debt securities
("Senior Debt Securities"), the Debt Securities will be issued under an
Indenture (the "Senior Indenture") dated as of February 15, 1994 between the
Company and The Fifth Third Bank, Cincinnati, Ohio, as trustee (the "Senior Debt
Trustee"), under the Senior Indenture. In the case of Debt Securities that will
be subordinated debt securities ("Subordinated Debt Securities"), the Debt
Securities will be issued under an Indenture (the "Subordinated Indenture") to
be executed by the Company and Star Bank, N.A., Cincinnati, Ohio, as trustee
(the "Subordinated Debt Trustee"), under the Subordinated Indenture. The Senior
Indenture and the Subordinated Indenture are sometimes referred to herein
individually as an "Indenture" and collectively as the "Indentures." The Senior
Debt Trustee and the Subordinated Debt Trustee are sometimes referred to herein
individually as the "Trustee" or collectively as the "Trustees." The statements
made under this caption relating to the Debt Securities and the Indentures are
summaries only, do not purport to be complete and are qualified in their
entirety by reference to the Indenture or form of Indenture filed with the
Commission in connection with the issuance of any series of Debt Securities.
Such summaries make use of terms defined in the Indentures. Wherever such terms
are used herein, such terms are incorporated by reference from the Indentures as
part of the statements made herein. Summaries of certain terms used herein will
be included in the Prospectus Supplement relating to the issuance of any
particular series of Debt Securities.
PROVISIONS APPLICABLE TO BOTH SENIOR AND SUBORDINATED DEBT SECURITIES
GENERAL. Except as may be set forth in the terms of the Debt Securities
and described in the Prospectus Supplement relating to such Debt Securities,
neither of the Indentures limits the amount of Debt Securities which can be
issued thereunder and each provides that additional Debt Securities may be
issued thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company's Board of Directors. Reference is made to the
Prospectus Supplement for the following terms of the particular series of Debt
Securities being offered thereby: (i) the designation, aggregate principal
amount and authorized denominations of the series; (ii) the price at which the
series will be issued; (iii) the date or dates on which the series will mature
(or manner of determining the same); (iv) the rate or rates per annum, if any,
at which the series will bear interest (or the manner of calculation thereof)
and the date or dates from which such interest will accrue; (v) certain
covenants which will be applicable to that series of Debt Securities; (vi) the
times at which any interest will be payable (or manner of determining the same)
and the Regular Record Dates for Interest Payment Dates; (vii) the place or
places where the principal of (and premium, if any) and interest, if any, on the
series will be payable and each office or agency, as described below under
"Denominations, Registration and Transfer," where the Debt Securities may be
presented for transfer or exchange; (viii) any mandatory or optional sinking
fund or analogous provisions; (ix) the date, if any, after which, and the price
at which, such Debt Securities are payable pursuant to any optional or mandatory
redemption provisions; (x) the terms and conditions upon which the Debt
Securities of such series may be repayable prior to maturity at the option of
the holder thereof and the price at which such Debt Securities are so repayable;
(xi) any provisions regarding exchangeability or conversion of the Debt
Securities; (xii) information with respect to book-entry procedures, if any;
(xiii) any provisions of the Indenture which will not be applicable to that
series of Debt Securities; (xiv) whether the Debt Securities are Senior Debt
Securities or Subordinated Debt Securities; and (xv) any other additional
provisions or specific terms which may be applicable to that series of Debt
Securities.
Some of the Debt Securities may be issued as Discounted Securities (bearing
no interest or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial discount below their stated
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principal amount. Federal income tax consequences and other special
considerations applicable to any Discounted Securities will be described in the
Prospectus Supplement relating thereto.
DENOMINATIONS, REGISTRATION AND TRANSFER. Unless otherwise indicated in
the applicable Prospectus Supplement, the Debt Securities of a series will be
issuable only in fully registered form. Unless otherwise provided in an
applicable Prospectus Supplement with respect to a series of Debt Securities,
Debt Securities will be issued only in denominations of $1,000 or any integral
multiple thereof.
Debt Securities of any series will be exchangeable for other Debt
Securities of the same series and of a like aggregate principal amount and tenor
of different authorized denominations. Debt Securities may be presented for
exchange or for registration of transfer (with the form of transfer duly
executed) at the office of a transfer agent designated by the Company for such
purpose with respect to any series of Debt Securities. If a Prospectus
Supplement refers to any transfer agent initially designated by the Company with
respect to any series of Debt Securities, the Company may at any time rescind
the designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for such series.
The Company is not required to issue, register the transfer of or exchange
Debt Securities of any series for the 15-day period prior to the mailing of a
notice of redemption and, with respect to any Debt Securities called for
redemption in whole or in part (except for the unredeemed portion of any Debt
Securities being redeemed in part), following such mailing.
PAYMENT AND PAYING AGENTS. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of principal of (and premium, if any) and
interest, if any, on Debt Securities will be made (i) by check mailed or
delivered to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer to an account (with a
bank located inside the United States) maintained by the Person entitled
thereto. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on any Debt Security will be made to the
Person in whose name such Debt Security is registered at the close of business
on the Regular Record Date for such interest payment.
All moneys paid by the Company to the Trustee or a Paying Agent for the
payment of principal of (and premium, if any) and interest, if any, on any Debt
Security which remains unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to the
Company and the holder of such Debt Security will thereafter look only to the
Company for payment thereof.
CONSOLIDATION, MERGER AND SALE OF ASSETS. Under each of the Indentures,
the Company may not consolidate with or merge into any other entity or sell,
convey, assign, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets as an entirety to any entity, unless: (1) either
(a) the Company shall be the continuing corporation or (b) the entity (if other
than the Company) formed by such consolidation or into which the Company is
merged or the entity that acquires, by sale, assignment, conveyance, transfer,
lease or disposition, all or substantially all of the properties and assets of
the Company as an entirety shall be a corporation, partnership or trust
organized and validly existing under the laws of the United States or any State
thereof or the District of Columbia, and shall expressly assume by a
supplemental indenture, the due and punctual payment of the principal of and
premium, if any, and interest on all the Debt Securities and the performance and
observance of every covenant of the Indenture on the part of the Company to be
performed or observed; (2) immediately thereafter, no Event of Default (and no
event that, after notice or lapse of time, or both, would become an Event of
Default) shall have occurred and be continuing; and (3) certain other
conditions, if any, are met, as are described in the Prospectus Supplement
relating to the Debt Securities being offered thereby.
In the event of any transaction (other than a lease) described in and
complying with the conditions listed in the immediately preceding paragraphs in
which the Company is not the continuing corporation, the successor entity formed
or remaining would be substituted for the Company and the Company would be
discharged from all obligations and covenants under the Indenture and the Debt
Securities.
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EVENTS OF DEFAULT. The following events are defined in each of the
Indentures as "Events of Default" with respect to a series of Debt Securities:
(i) default in the payment of any installment of interest on any Debt Securities
in such series for 30 consecutive days after becoming due; (ii) default in the
payment of the principal of (or premium, if any, on) any Debt Securities in such
series when due; (iii) default in the performance of any other covenant
applicable to such series contained in the Debt Securities or the Indenture for
a period of 60 days after written notice of such failure, requiring the Company
to remedy the same, shall have been given to the Company by the Trustee or to
the Company and the Trustee by the holders of 25% in aggregate principal amount
of such series of Debt Securities then Outstanding; (iv) default shall have
occurred under any other series of Debt Securities or any agreements, indentures
or instruments under which the Company then has outstanding Indebtedness in
excess of $10 million in the aggregate and, if not already matured in accordance
with its terms, such Indebtedness shall have been accelerated and such
acceleration shall not have been rescinded or annulled within ten days after
notice thereof shall have been given to the Company by the Trustee or to the
Company and the Trustee by the holders of at least 25% in aggregate principal
amount of such series of Debt Securities then Outstanding, provided, that if,
prior to the entry of judgment in favor of the Trustee, such default under such
indenture or instrument shall be remedied or cured by the Company, or waived by
the holders of such Indebtedness, then the Event of Default under such Indenture
shall be deemed likewise to have been remedied, cured or waived and provided,
further, that if such default results from an action of the United States
government or a foreign government which prevents the Company from performing
its obligations under such agreement, indenture or instrument, the occurrence of
such default will not be an Event of Default under such Indenture; (v) one or
more judgments, orders or decrees for the payment of money in excess of $10
million, either individually or in the aggregate, shall be entered against the
Company and shall not be discharged, there shall have been a period of 60 days
during which a stay of enforcement of such judgment or order, by reason of an
appeal or otherwise, shall not be in effect and there shall have been given
written notice of the default to the Company by the Trustee or to the Company
and the Trustee by the holders of 25% in aggregate principal amount of such
series of Debt Securities then Outstanding; or (vi) certain events of
bankruptcy, insolvency or reorganization with respect to the Company shall have
occurred. If an Event of Default shall occur and be continuing with respect to a
series of Debt Securities, either the Trustee or the holders of at least 25% in
principal amount of the Outstanding Debt Securities of such series may declare
the entire principal amount, or, in the case of Discounted Securities, such
lesser amount as may be provided for in such Discounted Securities, of all the
Debt Securities of such series to be immediately due and payable.
Under each of the Indentures, the Company is required to furnish the
Trustee annually a statement by certain officers of the Company to the effect
that to the best of their knowledge the Company is not in default in the
fulfillment of any of its obligations under the Indenture or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default.
Each of the Indentures provides that the Trustee shall, within 90 days
after the occurrence of a default with respect to a particular series of Debt
Securities (unless such default has been cured or waived), give the holders of
the Debt Securities of such series notice of such default known to it (the term
default to mean the events specified above without grace periods); provided
that, except in the case of a default in the payment of principal of (or
premium, if any) or interest, if any, on any of the Debt Securities of such
series, the Trustee shall be protected in withholding such notice if it in good
faith determines the withholding of such notice is in the interest of the
holders of the Debt Securities of such series.
The holders of a majority in principal amount of a particular series of
Debt Securities Outstanding have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to such series or exercising any trust or
power conferred on the Trustee, and to waive certain defaults. Each of the
Indentures provides that in case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs. Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any of the holders of the
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Debt Securities unless they shall have offered to the Debt Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request.
SATISFACTION AND DISCHARGE. Except as may otherwise be set forth in the
Prospectus Supplement relating to a series of Debt Securities, each of the
Indentures provides that the Company shall be discharged from its obligations
under the Debt Securities of such series (with certain exceptions) at any time
prior to the Stated Maturity or redemption thereof when (a) the Company has
deposited with the Trustee, in trust, sufficient funds to pay the principal of
(and premium, if any) and interest, if any, to Stated Maturity (or to Redemption
Date) on, the Debt Securities of such series, (b) the Company has paid all other
sums payable with respect to the Debt Securities of such series and (c) certain
other conditions are met. Upon such discharge, the holders of the Debt
Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for certain rights, including registration of transfer and
exchange of the Debt Securities of such series and replacement of mutilated,
destroyed, lost or stolen Debt Securities, and shall look only to such deposited
funds.
Such discharge may be treated as a taxable exchange of the related Debt
Securities for an issue of obligations of the trust or a direct interest in the
cash and securities held in the trust. In that case, holders of such Debt
Securities would recognize gain or loss as if the trust obligations or the cash
or securities deposited, as the case may be, had actually been received by them
in exchange for their Debt Securities. Such holders thereafter might be required
to include in income a different amount than would be includable in the absence
of discharge. Prospective investors are urged to consult their own tax advisors
as to the specific consequences of discharge.
MODIFICATION AND WAIVER. Certain modifications and amendments (which,
generally, either benefit or do not affect the holders of Outstanding Debt
Securities) of each of the Indentures may be made by the Company and the Trustee
without the consent of holders of the Debt Securities. Other modifications and
amendments of each Indenture require the consent of the holders of more than 50%
in principal amount of the Outstanding Debt Securities of each series issued
under the Indenture affected by the modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
holder of each Outstanding Debt Security affected thereby, (a) change the Stated
Maturity of the principal of, or any installment of principal of or interest, if
any, on any Debt Security, (b) reduce the principal amount of (or premium, if
any) or interest, if any, on any Debt Security, (c) reduce the amount of
principal of a Discounted Security payable upon acceleration of the Maturity
thereof, (d) change the Place of Payment, (e) impair the right to institute suit
for the enforcement of any payment on or with respect to any Debt Security on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date) or (f) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of the holders of which
is required for modification or amendment of such Indenture or for waiver of
compliance with certain provisions of such Indenture or for waiver of certain
defaults.
The holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
The holders of not less than a majority in principal amount of the Outstanding
Debt Securities of any series may on behalf of the holders of all Debt
Securities of that series waive any past default under the Indenture with
respect to that series, except a default in the payment of the principal of (or
premium, if any) and interest, if any, on any Debt Security of that series or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the holder of each Outstanding Debt Security of that
series affected.
NOTICES. Notices to holders of Debt Securities will be given by mail to
the addresses of such holders as they appear in the Debt Security Register.
GOVERNING LAW. The Indentures and the Debt Securities are to be governed
by and construed in accordance with the laws of the State of New York.
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PROVISIONS APPLICABLE SOLELY TO SENIOR DEBT SECURITIES
Senior Debt Securities will be issued under the Senior Indenture and will
rank pari passu with all other existing and future unsecured Senior Indebtedness
of the Company. Senior Debt Securities will be structurally subordinated to all
existing and future Indebtedness of the Company's subsidiaries, which
Indebtedness totalled $578 million at December 31, 1995.
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED DEBT SECURITIES
GENERAL. Subordinated Debt Securities will be issued under the
Subordinated Indenture and will rank pari passu with certain other subordinated
debt of the Company that may be outstanding from time to time and will rank
junior to all Senior Indebtedness of the Company (including any Senior Debt
Securities) that may be outstanding from time to time. At December 31, 1995, the
Company had $423 million of Senior Indebtedness outstanding. Subordinated Debt
Securities will also be structurally subordinated to all existing and future
Indebtedness of the Company's subsidiaries, which Indebtedness totalled $578
million at December 31, 1995.
SUBORDINATION. The Indebtedness represented by the Subordinated Debt
Securities is subordinated in right of payment to the prior payment in full of
all Senior Indebtedness.
No payment or distribution shall be made on account of the principal of or
premium, if any, or interest on, or the purchase, redemption or other
acquisition of, the Subordinated Debt Securities in the event and during the
continuation of any default in the payment of any Senior Indebtedness beyond any
applicable grace period. Payments of principal, premium, if any, and interest
on, or redemption or other acquisition by the Company of, the Subordinated Debt
Securities may also be blocked in the event of other defaults which allow
acceleration of the maturity of any Senior Indebtedness.
The Subordinated Indenture will provide that in the event of any insolvency
or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to the Company or its assets, or any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary, or any assignment
for the benefit of creditors or other marshaling of assets or liabilities of the
Company, all Senior Indebtedness must be paid in full, or provision made for
such payment, before any payment or distribution (excluding certain permitted
equity or subordinated securities) is made on account of the principal of or
premium, if any, or interest on the Subordinated Debt Securities. By reason of
such subordination, in the event of liquidation or insolvency, creditors of the
Company who are holders of Senior Indebtedness may recover more, ratably, than
the holders of the Subordinated Debt Securities. By reason of such
subordination, in the event of liquidation or insolvency, creditors of the
Company who are holders of Senior Indebtedness may recover more, ratably, than
the holders of the Subordinated Debt Securities.
For purposes of the foregoing, Senior Indebtedness will be defined to mean
all Indebtedness of the Company and any accrued but unpaid interest on such
Indebtedness, unless in each case by the terms of the instrument creating or
evidencing such Indebtedness it is provided that such Indebtedness is not senior
in right of payment to the Subordinated Debt Securities or that such
Indebtedness is pari passu with or subordinate in right of payment to the
Subordinated Debt Securities; provided that Senior Indebtedness does not include
(i) the Company's 10 1/2% Subordinated Debentures due August 1, 2004, 11 1/2%
Subordinated Notes due June 1, 2001 and 7% Convertible Subordinated Debentures
due March 28, 2001, (ii) any obligations of the Company to any of its
subsidiaries, or (iii) any obligations of the Company arising from redeemable
stock.
CONCERNING THE TRUSTEES
The Senior Debt Trustee, The Fifth Third Bank, Cincinnati, Ohio, is a state
banking association organized under the laws of the State of Ohio. The Bank is a
regional commercial bank offering a wide range of banking services to individual
and business customers. The Subordinated Debt Trustee, Star Bank, N.A.,
Cincinnati, Ohio, is a national banking association organized under the laws of
the United States of America.
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DESCRIPTION OF EQUITY SECURITIES
Chiquita has 150,000,000 authorized shares of Capital Stock, par value $.33
per share (the "Common Stock"), of which 55,262,205 shares were outstanding on
April 15, 1996. Chiquita has authorized 10,000,000 shares of Non-Voting
Cumulative Preferred Stock, $1.00 par value per share (the "Non-Voting Preferred
Stock"), of which 2,875,000 shares were outstanding on April 15, 1996 designated
as $2.875 Non-Voting Cumulative Preferred Stock, Series A; and 4,000,000 shares
of Cumulative Preference Stock, without par value (the "Preference Stock"), no
shares of which were outstanding on April 15, 1996. Each of the Non-Voting
Preferred Stock and the Preference Stock may be issued in one or more series
having such designated preferences and rights, qualifications and limitations as
the Board of Directors may from time to time determine without requiring any
vote of the shareholders.
The issuance of preferred or preference stock by the Board of Directors
could be utilized, under certain circumstances, as a method of preventing a
takeover of Chiquita. There are no other provisions in the Company's Second
Restated Certificate of Incorporation or By-Laws that would have an effect of
delaying, deferring or preventing a change in control of Chiquita.
Various debt instruments of the Company restrict, among other things,
dividends and other distributions on, and repurchases or redemptions of, the
Company's capital stock. At December 31, 1995, these restrictions would have
allowed the payment of approximately $160 million for dividends and other
corporate distributions, redemptions or repurchases. The ability of the Company
to pay dividends when, as and if declared by the Board of Directors, may be
subject to restrictions contained in any future debt agreements and to
limitations contained in future series or classes of preferred or preference
shares and is subject to the legal availability of funds.
DESCRIPTION OF COMMON STOCK
Chiquita has 150,000,000 authorized shares of Common Stock, of which
55,262,205 shares were outstanding on April 15, 1996.
Holders of Common Stock are entitled to one vote per share on the election
of directors and all other matters submitted to a vote of shareholders. Shares
of Common Stock do not have cumulative voting rights.
Holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefor;
provided, however, that all dividends on any preferred stock and preference
stock which may be issued in the future must be fully paid or declared and set
apart before any dividends can be paid or declared and set apart with respect to
the Common Stock.
Upon liquidation, dissolution or winding-up of Chiquita, the holders of the
Common Stock are entitled to share ratably in the assets of Chiquita remaining
after the payment of its obligations and liabilities and after payment due the
holders of Chiquita's preferred stock and preference stock.
Holders of Common Stock have no preemptive or other rights to subscribe for
or purchase additional securities of Chiquita. All outstanding shares of Common
Stock are fully paid and nonassessable.
DESCRIPTION OF PREFERENCE STOCK
The Board of Directors of the Company may provide for the issuance of up to
4,000,000 shares of Preference Stock in one or more series. The rights,
preferences, privileges and restrictions, including dividend rights, voting
rights, conversion rights, terms of redemption and liquidation preferences of
each series may be fixed or designated by the Board of Directors without any
further vote or action by the Company's shareholders. Upon issuance after full
payment of the purchase price therefor, shares of Preference Stock offered
hereby will be fully paid and nonassessable.
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The specific terms of a particular series of Preference Stock offered
hereby will be described in a Prospectus Supplement relating to such series and
will include, without limitation, the following:
(i) the maximum number of shares to constitute the series and the
distinctive designation thereof;
(ii) the annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or dates from
which dividends will begin to accrue or accumulate and whether dividends
will be cumulative;
(iii) whether the shares of the series will be redeemable and, if so,
the price at and the terms and conditions on which the shares of the series
may be redeemed, including the time during which shares of the series may
be redeemed and any accumulated dividends thereon that the holders of the
series shall be entitled to receive upon the redemption thereof;
(iv) the liquidation preference, if any, applicable to shares of the
series;
(v) whether the shares of the series will be subject to operation of a
retirement or sinking fund and, if so, the extent and manner in which any
such fund shall be applied to the purchase or redemption of the shares of
the series for retirement or for other corporate purposes, and the terms
and provisions relating to the operation of such fund;
(vi) the terms and conditions, if any, on which the shares of the
series shall be convertible into, or exchangeable for, any other debt or
equity securities;
(vii) the voting power, if any, of any series; and
(viii) any other preferences and relative, participating, optional or
other special rights or qualifications, limitations or restrictions
thereof.
DESCRIPTION OF NON-VOTING PREFERRED STOCK
Chiquita has 10,000,000 authorized shares of Non-Voting Preferred Stock, of
which 2,875,000 shares, designated as $2.875 Non-Voting Cumulative Preferred
Stock, Series A, par value $1.00 per share (the "Series A Preferred Stock"),
were outstanding on April 15, 1996. The Non-Voting Preferred Stock may be issued
in one or more series and the rights, preferences, privileges and restrictions,
including dividend rights, conversion rights, terms of redemption and
liquidation preferences of each series may be fixed or designated by the Board
of Directors of the Company without any further vote or action by the Company's
shareholders; provided however, that no series of Preferred Stock shall have the
right to vote unconditionally in the election of directors of the Company. Upon
issuance after full payment of the purchase price therefor, shares of Non-Voting
Preferred Stock offered hereby will be fully paid and nonassessable.
The specific terms of a particular series of Non-Voting Preferred Stock
offered hereby will be described in a Prospectus Supplement relating to such
series and will include, without limitation, the following:
(i) the maximum number of shares to constitute the series and the
distinctive designation thereof;
(ii) the annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or dates from
which dividends will begin to accrue or accumulate and whether dividends
will be cumulative;
(iii) whether the shares of the series will be redeemable and, if so,
the price at and the terms and conditions on which the shares of the series
may be redeemed, including the time during which shares of the series may
be redeemed and any accumulated dividends thereon that the holders of
shares of the series shall be entitled to receive upon the redemption
thereof;
(iv) the liquidation preference, if any, applicable to shares of the
series;
(v) whether the shares of the series will be subject to operation of a
retirement or sinking fund and, if so, the extent and manner in which any
such fund shall be applied to the purchase or redemption of the
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<PAGE> 15
shares of the series for retirement or for other corporate purposes, and
the terms and provisions relating to the operation of such fund;
(vi) the terms and conditions, if any, on which the shares of the
series shall be convertible into, or exchangeable for, any other debt or
equity securities;
(vii) special voting rights, if any, of any series; and
(viii) any other preferences and relative, participating, optional or
other special rights or qualifications, limitations or restrictions
thereof.
THE SERIES A PREFERRED STOCK. Dividends on the Series A Preferred Stock
accrue at an annual rate of $2.875 per share, are cumulative from February 15,
1994, and are payable quarterly in arrears, commencing June 7, 1994. The shares
of Series A Preferred Stock have a liquidation preference of $50.00 per share
plus dividends in arrears, if any.
The Series A Preferred Stock is not convertible at the option of the
Company prior to February 15, 1997. On and after February 15, 1997 until
February 15, 2001, the Series A Preferred Stock will be convertible, in whole or
in part, at the option of the Company, for such number of shares of the
Company's Common Stock as are issuable at a conversion rate of 2.6316 shares of
Common Stock for each share of Series A Preferred Stock, subject to adjustment
in certain circumstances. The Company may exercise this option only if for 20
trading days within any period of 30 consecutive trading days, including the
last trading day of such 30 trading day period, the closing price of the Common
Stock on the New York Stock Exchange (the "NYSE") exceeds $24.70, subject to
adjustment in certain circumstances. On and after February 15, 2001, the Series
A Preferred Stock will be convertible, in whole or in part, at the option of the
Company, into that number of shares of Common Stock which shall have a current
market price (calculated by averaging the closing prices of the Common Stock on
the NYSE for the five trading days immediately preceding the conversion date)
equal to $50.00 per share of Series A Preferred Stock. However, in no event
shall the number of shares of Common Stock into which each share of Series A
Preferred Stock is convertible exceed 10, subject to adjustment in certain
circumstances.
Each share of Series A Preferred Stock is convertible at any time, at the
holder's option, into 2.6316 shares of Common Stock, subject to adjustment in
certain circumstances.
The Series A Preferred Stock is not redeemable, and there is no redemption
or sinking fund obligation with respect to the Series A Preferred Stock.
DEPOSITARY SHARES
GENERAL. The Company may, at its option, elect to offer fractional shares
of Preferred Stock (either Non-Voting Preferred Stock or Preference Stock)
rather than full shares of Preferred Stock. In the event such option is
exercised, the Company will issue to the public receipts for Depositary Shares,
each of which will represent a fraction (to be set forth in the Prospectus
Supplement relating to a particular series of Preferred Stock) of a share of a
particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
between the Company and, unless otherwise indicated in the Prospectus
Supplement, a bank or trust company selected by the Company having its principal
office in the United States and having a combined capital and surplus of at
least $50,000,000 (the "Depositary"). Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fraction of a share of Preferred Stock represented by such
Depositary Share, to all the rights and preferences of the Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be distributed to those persons purchasing the fractional shares of
Preferred Stock in accordance with the terms of the offering. Copies of the
forms of
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Deposit Agreement and Depositary Receipt are filed as exhibits to the
Registration Statement of which this Prospectus is a part, and the following
summary is qualified in its entirety by reference to such exhibits.
If required by law or applicable securities exchange rules, engraved
Depositary Receipts will be prepared. Pending the preparation of definitive
engraved Depositary Receipts, the Depositary may, upon the written order of the
Company, issue temporary Depositary Receipts substantially identical to (and
entitling the holders thereof to all the rights pertaining to) the definitive
Depositary Receipts but not in definitive form. Definitive Depositary Receipts
will be prepared thereafter without unreasonable delay, and temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at the
Company's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS. The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary Shares relating to such Preferred Stock in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, as nearly as practicable, in proportion to the number of
Depositary Shares owned by such holder, unless the Depositary determines that it
is not feasible to make such distribution, in which case the Depositary may,
with the approval of the Company, sell such property and distribute the net
proceeds from such sale to such holders.
REDEMPTION OF DEPOSITARY SHARES. If a series of Preferred Stock
represented by Depositary Shares is subject to redemption, the Depositary Shares
will be redeemed from the proceeds received by the Depositary resulting from the
redemption, in whole or in part, of such series of Preferred Stock held by the
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such series of the Preferred Stock. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same redemption date the number of Depositary Shares representing the shares of
Preferred Stock so redeemed. If fewer than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata as may be determined by the Depositary.
VOTING THE PREFERRED STOCK. Upon receipt of notice of any meeting at which
the holders of the Preferred Stock are entitled to vote, the Depositary will
mail the information contained in such notice of meeting to the record holders
of the Depositary Shares relating to such Preferred Stock. Each record holder of
such Depositary Shares on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of the
Preferred Stock represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the amount of the Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
the Company will agree to take all action that may be deemed necessary by the
Depositary in order to enable the Depositary to do so. The Depositary will
abstain from voting shares of the Preferred Stock to the extent it does not
receive specific instructions from the holders of Depositary Shares representing
such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT. The form of
Depositary Receipt evidencing the Depositary Shares and any provision of the
Deposit Agreement may at any time be amended by agreement between the Company
and the Depositary. However, any amendment that materially adversely alters the
rights of the holders of Depositary Shares will not be effective unless such
amendment has been approved by the holders of at least a majority of the
Depositary Shares then outstanding. The Deposit Agreement may be terminated by
the Company or the Depositary only if (i) all outstanding Depositary Shares have
been redeemed and all accumulated and unpaid dividends on the Preferred Stock,
together with all other money or property, if any, to which holders of
Depositary Shares are entitled, shall have been paid or distributed, or (ii)
there has been a final distribution in respect of the Preferred Stock in
connection with any liquidation, dissolution or winding up of the Company and
such distribution has been distributed to the holders of Depositary Receipts.
CHARGES OF DEPOSITARY. The Company will pay all transfer and other taxes
and governmental charges arising solely from the existence of the depositary
arrangements. The Company will pay the Depositary's fees
15
<PAGE> 17
and its reasonable charges in connection with the initial deposit of the
Preferred Stock and any redemption of the Preferred Stock. Holders of Depositary
Receipts will pay other transfer and other taxes and governmental charges and
such other charges, including a fee for the withdrawal of shares of Preferred
Stock upon surrender of Depositary Receipts, as are expressly provided in the
Deposit Agreement to be for their accounts.
WITHDRAWAL OF PREFERRED STOCK. Upon surrender of Depositary Receipts at
the principal office of the Depositary, subject to the terms of the Deposit
Agreement, the owner of the Depositary Shares evidenced thereby is entitled to
delivery of the number of whole shares of Preferred Stock and all money and
other property, if any, represented by such Depositary Shares. Partial shares of
Preferred Stock will not be issued. If the Depositary Receipts delivered by the
holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of Preferred Stock to
be withdrawn, the Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares. Holders
of Preferred Stock thus withdrawn will not thereafter be entitled to deposit
such shares under the Deposit Agreement or to receive Depositary Receipts
evidencing Depositary Shares therefor.
MISCELLANEOUS. The Depositary will forward to holders of Depository
Receipts all reports and communications that the Company is required to furnish
to the holders of the Preferred Stock and that are delivered to the Depositary.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and the
Depositary under the Deposit Agreement will be limited to performance of their
duties thereunder and they will not be obligated to prosecute or defend any
legal proceeding in respect of any Depositary Shares or Preferred Stock unless
satisfactory indemnity is furnished. Neither the Depositary nor any agent nor
the Company shall be subject to any liability to any holder other than for gross
negligence or willful misconduct. They may rely upon written advice of counsel
or accountants, or upon information provided by persons presenting Preferred
Stock for deposit, holders of Depositary Receipts or other persons believed to
be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may resign at any
time by delivering to the Company notice of its election to do so, and the
Company may at any time remove the Depositary, any such resignation or removal
to take effect upon the appointment of a successor Depositary and its acceptance
of such appointment. Such successor Depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and, unless otherwise
indicated in the Prospectus Supplement, must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock, Depositary Shares or Common Stock. Securities
Warrants may be issued independently or together with Debt Securities, Preferred
Stock, Depositary Shares or Common Stock offered by any Prospectus Supplement
and may be attached to or separate from any such Offered Securities. Each series
of Securities Warrants will be issued under a separate warrant agreement (a
"Securities Warrant Agreement") to be entered into between the Company and a
bank or trust company, as warrant agent (the "Securities Warrant Agent"), all as
set forth in the Prospectus Supplement relating to the particular issue of
Securities Warrants. The Securities Warrant Agent will act solely as an agent of
the Company in connection with the Securities Warrants and will not assume any
obligation or relationship of agency or trust for or with any holders of
Securities Warrants or beneficial owners of Securities Warrants. The following
summary of certain provisions of the Securities Warrants does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the Securities Warrant Agreements.
Reference is made to the Prospectus Supplement relating to the particular
issue of Securities Warrants offered thereby for the terms of and information
relating to such Securities Warrants, including, where
16
<PAGE> 18
applicable: (i) the designation, aggregate principal amount, currencies,
denominations, and terms of the series of Debt Securities purchasable upon
exercise of Debt Warrants and the price at which such Debt Securities may be
purchased upon such exercise; (ii) the number of shares of Common Stock
purchasable upon the exercise of Common Stock Warrants and the price at which
such number of shares of Common Stock may be purchased upon such exercise; (iii)
the number of shares and series of Preferred Stock and/or Depositary Shares
purchasable upon the exercise of Preferred Stock Warrants and the price at which
such number of shares of such series of Preferred Stock and/or Depositary Shares
may be purchased upon such exercise; (iv) the date on which the right to
exercise such Securities Warrants shall commence and the date on which such
right shall expire (the "Expiration Date"); (v) United States Federal income tax
consequences applicable to such Securities Warrants; (vi) the amount of warrants
outstanding as of the most recent practicable date; and (vii) any other terms of
such Securities Warrants. Common Stock Warrants will be offered and exercisable
for U.S. Dollars or foreign currency, as specified in the Prospectus Supplement.
Securities Warrants will be issued in registered form only.
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or such number of shares of Preferred Stock,
Depositary Shares or Common Stock at such exercise price as shall in each case
be set forth in, or calculable from, the Prospectus Supplement relating to the
Securities Warrants, which exercise price may be subject to adjustment upon the
occurrence of certain events as set forth in such Prospectus Supplement. After
the close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Securities Warrants
will become void. The place or places where, and the manner in which, Securities
Warrants may be exercised shall be specified in the Prospectus Supplement
relating to such Securities Warrants.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, Preferred Stock, Depositary Shares or Common Stock, holders of such
Securities Warrants will not have any of the rights of holders of Debt
Securities, Preferred Stock, Depositary Shares or Common Stock, as the case may
be, purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest, if any, on the Debt Securities
purchasable upon such exercise or to enforce covenants in the applicable
Indenture, or to receive payments of dividends, if any, on the Preferred Stock,
Depositary Shares or Common Stock purchasable upon such exercise, or to exercise
any applicable right to vote.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters or dealers;
(ii) through agents; (iii) directly to one or more institutional purchasers; or
(iv) through a combination of any such methods of sale. The Prospectus
Supplement with respect to the Securities offered thereby will set forth the
terms of the offering of such Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of such Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting compensation to underwriters, dealers or agents, any initial
public offering price, any discounts or concessions allowed or reallowed or paid
by underwriters or dealers to other dealers and any securities exchanges on
which such Securities may be listed. Only underwriters so named in the
Prospectus Supplement are deemed to be underwriters in connection with the
Securities offered thereby.
If underwriters or dealers are used in the sale, the Securities will be
acquired by the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase such
Securities will be subject to certain conditions precedent, and the underwriters
will be obligated to purchase all of the Securities offered by the Prospectus
Supplement if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
The Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Securities in respect of which this Prospectus is
17
<PAGE> 19
delivered will be named, and any commissions payable by the Company to such
agent (or the method by which such commissions can be determined) will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement any such agent will be acting on a best efforts basis for
the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain specified institutions to purchase Securities from the Company
at the public offering price set forth in the Prospectus Supplement pursuant to
contracts providing for payment and delivery on a specified date in the future.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and such other
institutions as may be approved by the Company. The obligations of any such
purchasers pursuant to such delayed delivery and payment arrangements will not
be subject to any conditions except that (i) such purchase shall not at the time
of delivery be prohibited under the laws of any jurisdiction to which such
purchaser is subject and (ii) the Company shall have sold to the Underwriters
the total amount of Securities being offered pursuant to the Prospectus
Supplement less the amount of Securities subject to such delayed delivery and
payment arrangements. The Prospectus Supplement will set forth the commission
payable for solicitation of such contracts. The underwriters and other persons
soliciting such contracts will have no responsibility for the validity or
performance of any such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company with respect to payments they may be required to make in respect
thereof. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.
Securities other than the Company's Common Stock may or may not be listed
on a national securities exchange. No assurances can be given that there will be
a market for such Securities.
LEGAL MATTERS
The legality of the Securities and certain other legal matters in
connection with the offering will be passed upon for the Company by Robert W.
Olson, Vice President, General Counsel and Secretary of the Company. Certain
legal matters will be passed upon for any underwriter or agent by Simpson
Thacher & Bartlett (a partnership which includes professional corporations), New
York, New York. Mr. Olson presently holds shares of Chiquita Common Stock and
employee stock options to purchase shares of Chiquita Common Stock, as well as
shares of AFG common stock and options to purchase shares of AFG common stock.
EXPERTS
The consolidated financial statements of Chiquita Brands International,
Inc. incorporated by reference in Chiquita Brands International, Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
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> 20
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 Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cincinnati, Ohio, as of the 22nd day of April, 1996.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ WILLIAM A. TSACALIS
-----------------------------------
William A. Tsacalis
Vice President
and Controller
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated as of the 22nd day of April, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------- --------------------------------------------
<C> <S>
* Chairman of the Board and Chief Executive
- -------------------------------------------- Officer
Carl H. Lindner
* Director, President and Chief Operating
- -------------------------------------------- Officer
Keith E. Lindner
/s/ FRED J. RUNK Director
- --------------------------------------------
Fred J. Runk
* Director
- --------------------------------------------
Jean H. Sisco
* Director
- --------------------------------------------
William W. Verity
* Director
- --------------------------------------------
Oliver W. Waddell
* Director
- --------------------------------------------
Ronald F. Walker
/s/ STEVEN G. WARSHAW Executive Vice President, Chief
- -------------------------------------------- Administrative Officer and Chief Financial
Steven G. Warshaw Officer (Chief Financial Officer)
/s/ WILLIAM A. TSACALIS Vice President and Controller (Chief
- -------------------------------------------- Accounting Officer)
William A. Tsacalis
</TABLE>
- ---------------
*Pursuant to Power of Attorney
<TABLE>
<C> <S>
/s/ WILLIAM A. TSACALIS
- --------------------------------------------
William A. Tsacalis, Attorney-in-Fact
</TABLE>
II-1
