<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 38)
Chiquita Brands International, Inc.
---------------------------------------
(Name of Issuer)
Common Capital Stock, $.33 Par Value
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(Title of Class of Securities)
170032-10-6
-------------------
(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 19 Pages
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CUSIP NO. 170032-10-6 13D Page 2 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 170032-10-6 13D Page 3 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
42,600 (See Item 5)
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
42,600
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,038,895 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 170032-10-6 13D Page 4 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 170032-10-6 13D Page 5 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
---
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 170032-10-6 13D Page 6 of 19 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
---
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 38 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial" or "AFG"),
American Financial Corporation ("AFC"), and Carl H. Lindner, Carl
H. Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the "Lindner Family") (AFG, AFC and the Lindner
Family are collectively referred to as the "Reporting Persons"),
to amend and update the Schedule 13D most recently amended by AFC
and Carl H. Lindner on September 13, 1995, relative to the common
capital stock par value $.33 per share ("Common Stock") issued by
Chiquita Brands International, Inc. ("Chiquita").
The principal executive offices of Chiquita are located at
250 East Fifth Street, Cincinnati, Ohio 45202. All capitalized
terms not otherwise defined herein shall have the meanings
assigned to them in the Schedule 13D, as amended. Items not
included in this amendment are either not amended or are not
applicable.
As of September 30, 1997, the Lindner Family beneficially
owned approximately 36% of the outstanding common stock of AFG
and AFG beneficially owned all of the common stock of AFC
(approximately 76% of AFC's outstanding voting equity
securities). Through their ownership of common stock of American
Financial and their positions as directors and executive officers
of American Financial and AFC, the members of the Lindner Family
may be deemed to be controlling persons with respect to American
Financial and AFC.
Item 2. Identity and Background.
See the schedule attached hereto as Exhibit 1 which contains
additional information concerning the Lindner Family, AFG and
AFC.
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Item 5. Interest in Securities of the Issuer.
As of October 31, 1997, the Reporting Persons beneficially
owned 24,038,895 shares (or approximately 40.5% of the
outstanding shares) of Chiquita Common Stock as follows:
Holder Number of Shares
--------------- ----------------
Carl H. Lindner 42,600*
AAL 39,649
ACC 1,000,000
ADSLIC 29,065
AEIC 75,717
AESIC 63,705
AESLIC 959,447
AFC 884,470
AGR 25,574
ANF 41,217
ASI 73,134
EAI 27,281
EPI 37,238
GAI 14,422,151
GALIC 2,672,572
INFIN 400,000
MCC 563,755
OSC 58,561
RICA 1,236,844
SHIC 5,135
SIC 644,543
TICO 18,227
TRANS 118,010
WIC 600,000
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TOTAL 24,038,895
==========
*Includes 12,600 shares issuable pursuant to employee stock
options exercisable within sixty days.
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AAL = American Alliance Insurance Company (a)
ACC = Atlanta Casualty Company (b)
ADSLIC = American Dynasty Surplus Lines Insurance Company (a)
AEIC = American Empire Insurance Company (a)
AESIC = Agricultural Excess and Surplus Insurance Company (a)
AESLIC = American Empire Surplus Lines Insurance Company (a)
AGR = Agricultural Insurance Company (a)
ANF = American National Fire Insurance Company (a)
ASI = American Spirit Insurance Company (a)
EAI = Eagle American Insurance Company (a)
EPI = Eden Park Insurance Company (a)
GAI = Great American Insurance Company ("GAI") (b)
GALIC = Great American Life Insurance Company (c)
INFIN = Infinity Insurance Company (b)
MCC = Mid-Continent Casualty Company (a)
OSC = Oklahoma Surety Company (a)
RICA = Republic Indemnity of American (b)
SHIC = Seven Hills Insurance Company (a)
SIC = Stonewall Insurance Company (a)
TICO = TICO Insurance Company (a)
TRANS = Transport Insurance Company (a)
WIC = Windsor Insurance Company (b)
(a) 100% owned subsidiaries of GAI
(b) 100% owned subsidiary of AFC
(c) 81% owned subsidiary of AFG
Each company listed above shares with the Reporting Persons
the power to vote or to direct the voting of, and the power to
dispose or to direct the disposition of, the Chiquita Common
Stock held by such company.
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<PAGE>
Certain officers and directors of AFG and AFC beneficially
own shares of Chiquita Common Stock.
Holder Number of Shares*
Fred J. Runk 125,129
Thomas E. Mischell 139,137
Robert C. Lintz 58,880
* Includes options exercisable within 60 days.
In addition, certain of these officers and directors are
participants in the Chiquita Savings and Investment Plan. The
shares held in the Plan are voted by the Plan trustees.
Fred J. Runk, Senior Vice President and Treasurer of AFG,
purchased 56 shares of Chiquita Common Stock at $14.71 on
September 29, 1997 and 18 shares of Chiquita Common Stock at
$16.00 on October 13, 1997. As of October 31, 1997 and within
the past 60 days, to the best knowledge and belief of the
undersigned and other than as set forth herein, no transactions
involving Chiquita Common Stock had been engaged in by the
Reporting Persons, by AFG's or AFC's directors or executive
officers.
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) Powers of Attorney executed in connection with
filings under the Securities Exchange Act of 1934, as
amended.
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: November 12, 1997 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
---------------------------------
James C. Kennedy General
Counsel and Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
----------------------------------
James C. Kennedy, Deputy
General Counsel and Secretary
James C. Kennedy
---------------------------------
James C. Kennedy, As
Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
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Exhibit 1
Item 2. Identity and Background.
AFG is a holding company which was formed to acquire and own
all of the outstanding common stock of both American Financial
Corporation ("AFC") and American Premier Underwriters, Inc. in a
transaction which was consummated in 1995. AFG is engaged
primarily in specialty and multi-line property and casualty
insurance businesses and in the sale of tax-deferred annuities
and certain life and health insurance products.
Carl H. Lindner's principal occupation is as Chairman of the
Board of Directors and Chief Executive Officer of AFG. Mr.
Lindner has been Chairman of the Board and Chief Executive
Officer of AFC since it was founded over 35 years ago and has
been Chairman of the Board and Chief Executive Officer of
American Premier Underwriters, Inc. since 1987.
Carl H. Lindner III's principal occupation is as Co-
President of AFG. He is also Co-President of AFC.
S. Craig Lindner's principal occupations are as Co-President
of AFG and President of American Annuity Group, Inc., an
affiliate of AFG. He is also Co-President of AFC.
Keith E. Lindner's principal occupations are as Co-President
of AFG and Vice Chairman of the Board of Directors of Chiquita
Brands International, Inc., an affiliate of AFG. He is also Co-
President of AFC.
The identity and background of the executive officers,
directors and controlling persons of AFG and AFC (other than the
Lindner Family, which is set forth above) are as follows:
1. Theodore H. Emmerich is a retired managing partner of
Ernst & Young, certified public accountants, Cincinnati, Ohio.
He is presently a director of AFG and AFC. Mr. Emmerich's
address is 1201 Edgecliff Place, Cincinnati, Ohio, 45206.
2. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of AFG. He is also Senior Vice
President and General Counsel of AFC.
- 12 -
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3. Thomas M. Hunt's principal occupation is as President of
Hunt Petroleum Corporation, an oil and gas production company.
He is presently a director of AFG and AFC. Mr. Hunt's business
address is 5000 Thanksgiving Tower, 1601 Elm Street, Dallas,
Texas, 75201.
4. William R. Martin's principal occupation is as Chairman
of the Board of MB Computing, Inc., a privately held computer
software development company. He is presently a director of AFG
and AFC. Mr. Martin's business address is 245 46th Avenue, St.
Petersburg Beach, Florida 33706.
6. Gregory C. Thomas, for more than five years prior to
his retirement in September 1996, was Executive Vice President
and Chief Financial Officer of Citicasters Inc. Mr. Thomas'
address is 1026 Stephens Road, Maineville, Ohio 45039.
7. William W. Verity's principal occupation is as Chairman
and Chief Executive Officer of ENCOR Holdings, Inc., develop and
manufacture of plastic molded components. He is also a director
of Chiquita. Mr. Verity's address is 3905 Vincennes Road, Suite
305, Indianapolis, Indiana 46268.
8. Alfred W. Martinelli's principal occupation is as
Chairman of the Board and Chief Executive Officer of Buckeye
Management Company, which is the sole general partner of Buckeye
Partners, L.P., a limited partnership principally engaged in
pipeline transportation of refined petroleum. Mr. Martinelli's
address is 269 Glenmoor Road, Gladwyne, Pennsylvania 19035. He
is also a director of AAG.
9. Fred J. Runk's principal occupation is as Senior Vice
President and Treasurer of AFG. He is also Senior Vice President
and Treasurer of AFC.
10. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of AFG. He is also a Senior Vice
President of AFC.
The following are persons who are executive officers of AFC
who are not also executive officers of AFG:
1. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
2. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
The Lindner Family and AFG may be deemed to be controlling
persons with respect to AFC.
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<PAGE>
Unless otherwise noted, the business address of AFG, AFC and
each of the persons listed above is One East Fourth Street,
Cincinnati, Ohio, 45202, and all of the individuals are citizens
of the United States.
None of the persons listed above have during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and between American Premier Group, Inc. ("American Premier") and
American Financial Corporation ("AFC"), both Ohio corporations,
located at One East Fourth Street, Cincinnati, Ohio 45202, and
Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig
Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual,
the business address of each is One East Fourth Street,
Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred
to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier
owns 100% of the common stock of AFC and the Lindner Family
beneficially owns approximately 49.9% of American Premier's
outstanding Common Stock and each member of the Lindner Family is
a director and executive officer of American Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the
beneficial owner of securities held by AFC and its subsidiaries
pursuant to Regulation Section 240.13d-3 promulgated under the
Securities Exchange Act of 1934, as amended;
WHEREAS, American Premier and AFC and their subsidiaries
from time to time must file statements pursuant to certain
sections of the Securities Exchange Act of 1934, as amended,
concerning the ownership of equity securities of public
companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and
the Lindner Family, do hereby agree to file jointly with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by or on behalf of American Premier,
AFC or any of their subsidiaries pursuant to Section 13(d),
13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934,
as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By: /s/ James E. Evans
James E. Evans
Vice President & General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
/s/ Carl H. Lindner III
Carl H. Lindner III
/s/ S. Craig Lindner
S. Craig Lindner
/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 3
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as Chairman of the
Board of Directors and Chief Executive Officer of American
Financial Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f),
13(g), 14(d) and 16(a) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner
-----------------------------------
Carl H. Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner III, do hereby appoint James C. Kennedy
and Karl J. Grafe, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Financial Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Financial Group, Inc. or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner III
-----------------------------------------
Carl H. Lindner III
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<PAGE>
POWER OF ATTORNEY
-----------------
I, S. Craig Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ S. Craig Lindner
-----------------------------------------
S. Craig Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Keith E. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Keith E. Lindner
-----------------------------------------
Keith E. Lindner
- 19 -
