<PAGE> 1
As filed with the Securities and Exchange Commission on October 3, 1997.
Registration No. 333-__________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------------------------
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 04-1923360
(State or other jurisdiction (IRS Employer Identification No )
of incorporation or organization)
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.
Senior 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, or agent for service)
------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement shall become effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [ ]__________
------------------------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed
Title of maximum
securities Proposed aggregate
to be Amount to be maximum offering offering price Amount of
registered registered price per unit (1) (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock 2,153,846 shares $15.03 $32,372,305 $9,810
par value $.33
per share
============================================================================================================================
============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and based on the average
of the high and low prices of the Capital Stock reported on the New York Stock Exchange on September 26, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
============================================================================================================================
</TABLE>
<PAGE> 3
PROSPECTUS
2,153,846 SHARES
CHIQUITA BRANDS INTERNATIONAL, INC.
COMMON STOCK
This Prospectus relates to up to 2,153,846 shares of the Capital Stock,
par value $.33 per share (the "Common Stock"), of Chiquita Brands International,
Inc. ("Chiquita" or the "Company").
The Common Stock is listed on the New York, Boston and Pacific Stock
Exchanges. On October 2, 1997 the last sale price of the Common Stock as
reported on the New York Stock Exchange Composite Tape was $16.00 per share.
The shares of Common Stock offered hereby (the "Shares") are being sold
for the account of and by the persons named under the caption "Selling
Shareholders." The Shares may be sold from time to time in transactions on the
open market or in negotiated transactions, in each case at prices satisfactory
to the Selling Shareholders. (See "Plan of Distribution.") The Company will not
receive any proceeds from any sales of the Shares.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is ________________, 1997.
<PAGE> 4
AVAILABLE INFORMATION
Chiquita is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Chiquita has
filed with the Commission a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Shares offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto, or amendments thereto, to which
reference is hereby made. Such reports, proxy and information statements,
Registration Statement and exhibits and other information filed by Chiquita may
be inspected and, upon payment of the Commission's customary charges, copied at
the public reference facilities of the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Regional Offices of
the Commission at Suite 1300, 7 World Trade Center, New York, New York 10048,
and at Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material may also be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission maintains a Website that contains reports,
proxy and information statements and other information regarding companies,
including Chiquita, that file electronically with the Commission at
http://www.sec.gov.
Chiquita's Common Stock is listed on the New York, Boston and Pacific
Stock Exchanges. Reports, proxy and information statements and other information
concerning Chiquita may be inspected and copied at the Library of the New York
Stock Exchange at 20 Broad Street, New York, New York; at the Secretary's Office
of the Boston Stock Exchange at One Boston Place, Boston, Massachusetts; and at
the Listing Department of the Pacific Stock Exchange at 301 Pine Street, San
Francisco, California.
------------------------------------
No person has been authorized to give any information or to make on
behalf of the Company or the Selling Shareholders any representations, other
than those contained in this Prospectus, in connection with the offer made
hereby, and, if given or made, such other information or representation must not
be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any security other than the securities offered
hereby, or an offer to sell or solicitation of an offer to buy such securities
in any jurisdiction in which such offer or solicitation is not qualified or to
any person to whom such offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any date subsequent to the
date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Chiquita will furnish, without charge, to any person to whom this
Prospectus is delivered, upon such person's written or oral request, a copy of
any and all of the information that has been incorporated by reference in the
Registration Statement of which this Prospectus is a part (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Any such request should be directed to the
Vice President, Corporate Affairs of Chiquita, 250 East Fifth Street,
Cincinnati, Ohio 45202; telephone: (513) 784-6366.
-2-
<PAGE> 5
The Annual Report on Form 10-K for the year ended December 31, 1996
(which incorporates by reference certain information contained in the Company's
1996 Annual Report to Shareholders) (the "1996 10-K") filed by Chiquita with the
Commission (Commission file number 1-1550), the Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1997 and June 30, 1997 (the "1997 10-Q-s"), the
Current Report on Form 8-K dated September 15, 1997 (the "1997 8-K"), and the
description of Capital Stock of Chiquita contained in a Registration Statement
on Form 8-A filed by Chiquita (then called United Brands Company) on September
11, 1970, are incorporated herein by reference and made a part hereof.
All documents filed by Chiquita pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereunder shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY
Chiquita Brands International, Inc. is a leading international
marketer, 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. Chiquita's
operations also include fruit and vegetable juices and beverages; processed
bananas and other processed fruits and vegetables; and fresh cut and
ready-to-eat salads; and edible oil-based consumer products.
American Financial Group, Inc. ("AFG") owns, either directly or
indirectly through its subsidiaries, approximately 40% of Chiquita's outstanding
shares of Common Stock. Approximately 46% of the outstanding 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 Chiquita's subsidiaries.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
prospective investors should carefully consider the following in the context of
the more complete disclosure in the Company's 1996 10-K before making an
investment in the Shares.
EUROPEAN UNION BANANA REGULATION. On July 1, 1993, the European Union
("EU") implemented a new quota regulation effectively restricting the volume of
Latin American bananas imported into the EU, which had the effect of decreasing
Chiquita's volume and market share in Europe. The quota regulation is
administered through a licensing system which grants preferred status to
producers and importers within the
-3-
<PAGE> 6
EU and its former colonies. The regulation also imposes 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 the EU 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
Chiquita's cost to export bananas from these countries.
In July 1996, the EU adopted an interim measure that increased its
annual banana quota to adjust for the entry of Sweden, Finland and Austria into
the EU and made its preferential licensing system applicable to the increase.
Prior to their entry into the EU, these countries had unregulated banana markets
in which Chiquita supplied a significant portion of the bananas. Implementation
of the quota and licensing 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 January 1996, the USTR announced it had found the
banana Framework Agreement export policies of Costa Rica and Colombia to be
unfair.
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 Trade Organization ("WTO"). In
February 1996, Ecuador, the world's largest exporter of bananas, joined the
United States, Guatemala, Honduras and Mexico in challenging the EU regime and
Framework Agreement under the WTO. During the fourth quarter of 1996, a WTO
arbitration panel heard the case against the EU quota and licensing regime and
Framework Agreement. In May 1997, the WTO panel hearing the case issued its
final report, finding that the licensing and quota systems under the EU regime
and the Framework Agreement violate numerous international trade obligations to
the detriment of Latin American supplying countries and U.S. marketing firms
such as Chiquita. The report recommends that the WTO request the EU to bring its
import regime for bananas into conformity with these obligations. In June 1997,
the EU appealed the report and in September 1997 the WTO appellate body upheld
the final report. The EU will be required, by October 25, 1997, to indicate
whether it will comply with the final report, in which case the parties will
have a "reasonable" period of time (not to exceed 15 months) to implement the
report's recommendations. Alternatively, if the EU refuses to fully comply with
the final report, it could offer to pay compensation to the injured governments
and, if that compensation were unacceptable to the governments, they could
engage in retaliatory trade measures against the EU.
-4-
<PAGE> 7
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 ultimate outcome of the WTO and
Section 301 proceedings, the nature and extent of actions that may be taken by
the affected countries, or the impact on the EU quota regime or the Framework
Agreement.
RECENT LOSSES. From 1984 to 1991, Chiquita reported a continuous record
of growth in annual earnings. However, Chiquita reported losses from continuing
operations for 1992, 1993, 1994 and 1996 of $222 million, $51 million, $84
million, and $28 million, respectively, and earnings of $28 million in 1995. The
1994 loss included charges and losses totaling $67 million resulting primarily
from farm closings and banana cultivation write-downs in Honduras following an
unusually severe strike and the substantial reduction of Chiquita's Japanese
"green" banana trading operations. The 1995 earnings included a net gain of $19
million primarily resulting from divestitures of operations, sales of older
ships and other actions taken as part of Chiquita's ongoing program to improve
shareholder value. The 1996 loss included write-downs and costs of $70 million
resulting from industry-wide flooding in Costa Rica, Guatemala and Honduras;
certain strategic undertakings designed to achieve further long-term reductions
in the delivered product cost of Chiquita bananas through the modification of
distribution logistics and the wind-down of particular production facilities;
and certain claims relating to prior EU quota restructuring actions.
LEVERAGE. As of June 30, 1997, Chiquita and its subsidiaries had
short-term notes and loans payable of $27 million and long-term debt (including
current maturities) of approximately $1.1 billion; the percentage of total debt
to total capitalization for Chiquita was 58%. As of June 30, 1997, maturities
for the remainder of 1997 and for the years 1998 through 2001 are $36 million,
$88 million, $51 million, $44 million, and $176 million, respectively.
SUBSIDIARIES. Substantially all of Chiquita's operations are conducted
through its subsidiaries and Chiquita is therefore dependent on the cash flow of
its subsidiaries to meet its obligations. The claims of holders of Chiquita
Common Stock will be subordinate to any existing and future obligations of
Chiquita and will be structurally subordinated to any existing and future
obligations (whether or not for borrowed money) of its subsidiaries, many of
which have direct obligations to lenders and other third-party creditors. As of
June 30, 1997, the total debt of Chiquita's subsidiaries aggregated $424
million, of which $257 million represented non-recourse long-term debt of
Chiquita's shipping subsidiaries secured by ships and related equipment and $27
million represented short-term notes and loans payable.
COMPETITION AND PRICING. Approximately 60% of Chiquita's 1996
consolidated net sales were attributable to the sale of bananas. Banana
marketing in international trade is highly competitive. While smaller companies,
including growers' cooperatives, are a competitive factor, Chiquita's primary
competitors are a limited number of other international banana importers and
exporters. Chiquita 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, Chiquita must be able to source bananas of uniformly
high quality and, on a timely basis, transport and distribute them to worldwide
markets. Bananas are highly perishable and must be brought to market and sold
generally within 60 days after harvest. Therefore, the selling price which an
importer receives for bananas depends on several factors, including:
availability of bananas and other fruit in each market; the relative quality of
competing fruit; 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.
-5-
<PAGE> 8
The Company's vegetable canning business competes directly with a few
major producers of both branded and private-label vegetables, as well as
indirectly with numerous marketers of frozen and fresh vegetable products.
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 may result in lower sales volume and
increased costs, but may also restrict worldwide supplies and lead to 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 1996, approximately 30% 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 5% to 21% (depending on the country) of bananas sold by
Chiquita during 1996.
The vegetable processing industry is also affected by the availability
of produce, which can vary due to local weather conditions.
LABOR RELATIONS. Chiquita employs approximately 36,000 employees.
Approximately 32,000 of these employees are employed in Central and South
America, including 23,000 workers covered by approximately 75 labor contracts.
Approximately 50 contracts covering approximately 10,000 employees expire during
the fourth quarter of 1997 and in 1998, including one contract which expires in
1998 covering 4,000 employees at one of Chiquita's banana-producing divisions in
Panama. Strikes or other labor-related actions are sometimes encountered upon
expiration of labor contracts or during the term of the contracts.
OTHER RISKS OF INTERNATIONAL OPERATIONS. Certain of Chiquita's
operations are heavily dependent upon products grown and purchased in Central
and South American countries; at the same time, Chiquita's operations are a
significant factor in the economies of many of these countries. These activities
are subject to risks that are inherent in operating in these countries,
including government regulation, currency restrictions and other restraints,
risks of expropriation and burdensome taxes. There is also a risk that legal or
regulatory requirements will be changed or that administrative policies will
change. Certain of the activities are substantially dependent upon leases and
other agreements with the governments of these countries. Chiquita's overall
risk from these factors, as well as from political changes, is reduced by the
large number and geographic diversity of its sources of bananas. Chiquita's
worldwide operations and products are subject to numerous governmental
regulations and inspections by environmental, food safety and health
authorities. Although Chiquita 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 the availability
of such shares for future sales will have on the market price prevailing from
time to time of Common Stock. Sales of substantial amounts of Common Stock, or
the perception that such sales could occur, could adversely affect prevailing
market prices for the Common Stock. At September 26, 1997, there were
outstanding 59,355,845 shares of Common Stock, including 23,996,295 shares held,
directly or indirectly, by AFG. The outstanding shares include approximately 3
million shares of Common Stock issued in a private transaction in connection
with the recent acquisition of the Owatonna Canning group of companies, of which
up to 500,000 shares may be registered for resale
-6-
<PAGE> 9
between September 24, 1997 and September 23, 1998. In addition, up to
approximately 3.1 million shares of Common Stock are expected to be issued in
January 1998 in connection with the acquisition of Stokely USA, Inc.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information regarding the Shares offered hereby has been
provided to the Company by the Selling Shareholders identified below and
reflects information concerning beneficial ownership of Common Stock as of the
date of this Prospectus. Each of the Selling Shareholders is a former
shareholder of American Fine Foods, Inc., an Idaho corporation ("AFF"). The
Selling Shareholders received the Shares in connection with the acquisition by
the Company of all of the outstanding capital stock of AFF on October ___, 1997.
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S
SHARES OF THE COMPANY'S SHARES OF THE COMPANY'S COMMON STOCK TO BE
NAME OF SELLING COMMON STOCK COMMON STOCK OFFERED OWNED AFTER COMPLETION
SHAREHOLDER BENEFICIALLY OWNED HEREBY OF THIS OFFERING
------------- -------------------- -------- ----------------
<S> <C> <C> <C>
Steiner Corporation 1,953,422* 1,953,422* --
Robert Moss 189,875* 189,875* --
Dillon Wilson 10,549* 10,549* --
- ----------------------
<FN>
* These numbers may be reduced in the final prospectus, based on the actual
number of shares issued in connection with the acquisition of AFF.
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by or for the account of the
Selling Shareholders directly to purchasers, to or through broker-dealers or
through a combination of these methods. Sales by means of this Prospectus may be
made privately at prices to be individually negotiated with the purchasers or
publicly through transactions on the New York Stock Exchange, other exchanges or
in the over-the-counter market, including block trades, at prices reasonably
related to market prices at the time of sale or at negotiated prices.
Broker-dealers participating in such transactions may act as agent or as
principal and may receive commissions from the purchasers as well as from the
Selling Shareholders. Steiner Corporation may elect to engage an underwriter to
sell the Shares being offered by it, in which case the remaining Selling
Shareholders must either offer their Shares through such underwriter or refrain
from offering their Shares. The Selling Shareholders have advised the Company
that they do not presently intend to engage an underwriter with respect to the
offering made hereby.
-7-
<PAGE> 10
All expenses relating to the registration of the Shares other than fees
and expenses of counsel, accountants or other consultants to the Selling
Shareholders will be paid, directly or indirectly, by the Company. Under certain
circumstances, the Company may pay a portion of certain costs of sale of the
Shares.
The Company has agreed with the Selling Shareholders, subject to certain
exceptions, to keep the Registration Statement covering the Shares effective
until the earlier of (i) 120 days after the date the Registration Statement is
declared effective or (ii) the date on which all Shares have been sold by the
Selling Shareholders pursuant to the Registration Statement.
In addition, the Company and the Selling Shareholders will indemnify
each other for certain liabilities, including civil liabilities under the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon by Robert
W. Olson. Mr. Olson, Senior Vice President, General Counsel and Secretary of
Chiquita, presently holds shares of Common Stock in the Company's Savings and
Investment (401(k)) Plan as well as employee stock options to purchase
additional shares of Common Stock.
EXPERTS
The consolidated financial statements of Chiquita Brands International,
Inc. appearing (or incorporated by reference) in its Annual Report (Form 10-K)
for the year ended December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included (or
incorporated by reference) therein and incorporated herein by reference. The
financial statements of Owatonna Canning Company for the years ended February
28, 1997, February 29, 1996 and February 28, 1995 appearing in Chiquita's
Current Report on Form 8-K dated September 15, 1997 have been audited by Hutton,
Nelson & McDonald LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such Chiquita
consolidated financial statements and Owatonna Canning Company financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
-8-
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred by
Chiquita in connection with the distribution of the securities being registered
hereby:
<TABLE>
<S> <C>
SEC registration fee ............................. $ 9,810
Accounting fees and expenses ..................... $ 5,000
Legal fees and expenses .......................... $ 5,000
Miscellaneous .................................... $ 190
-------
Total ............................................ $20,000
</TABLE>
All of the above expenses other than the SEC registration fee are
estimates. None of the expenses listed will be paid by the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of Chiquita's By-Laws provides directors and officers with
the right to indemnification and advancement of expenses to the fullest extent
not prohibited by the New Jersey Business Corporation Act. Directors and
officers of Chiquita are indemnified generally against expenses and liabilities
incurred in connection with any proceedings, including proceedings by or on
behalf of Chiquita, relating to their service to or at the request of Chiquita.
However, no indemnification may be made if a final adjudication establishes that
a person's acts or omissions (a) breached the person's duty of loyalty to
Chiquita or its shareholders, (b) were not in good faith or involved a knowing
violation of law, or (c) resulted in receipt by the person of an improper
personal benefit. Section VIII of Chiquita's Second Restated Certificate of
Incorporation also limits the liability of Chiquita's directors and officers, to
the fullest extent permitted by the New Jersey Business Corporation Act, to
Chiquita or its shareholders for monetary damages for breach of any duty, except
in the situations set forth in (a) through (c) above.
ITEM 16. EXHIBITS.
The following Exhibits are a part of this Registration Statement.
Exhibit No.
-----------
<TABLE>
<S> <C>
5 Opinion of Counsel
23.1 Consent of Independent Auditors (Ernst & Young LLP)
23.2 Consent of Independent Auditors (Hutton, Nelson & McDonald LLP)
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS.
*(a) The undersigned Registrant hereby undertakes:
II - 1
<PAGE> 12
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
- ------------------------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K
II - 2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, as of the 3rd day of October, 1997.
CHIQUITA BRANDS INTERNATIONAL, INC.
BY: /s/ Carl H. Lindner
-------------------
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 3rd day of October, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Carl H. Lindner Chairman of the Board and
- ------------------- Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner
- --------------------
Keith E. Lindner Vice Chairman of the Board
/s/ Steven G. Warshaw
- ---------------------
Steven G. Warshaw Director, President, Chief Operating Officer
and Chief Financial Officer
/s/ Fred J. Runk
- -----------------
Fred J. Runk Director
/s/ Jean Head Sisco
- --------------------
Jean Head Sisco Director
/s/ William W. Verity
- ---------------------
William W. Verity Director
/s/ Oliver W. Waddell
- ---------------------
Oliver W. Waddell Director
/s/ William A. Tsacalis
- -----------------------
William A. Tsacalis Vice President and Controller
(Chief Accounting Officer)
</TABLE>
II - 3
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5 Opinion of Counsel
23.1 Consent of Independent Auditors (Ernst & Young LLP)
23.2 Consent of Independent Auditors (Hutton, Nelson & McDonald LLP)
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE> 1
Exhibits 5
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
October 3, 1997
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
Gentlemen:
I have acted as counsel for Chiquita Brands International, Inc.
("Chiquita") in connection with the registration of 2,153,846 shares of its
Capital Stock, par value $.33 per share, pursuant to Chiquita's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on
October 3, 1997 (the "Registration Statement").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares of Chiquita
Capital Stock to be sold pursuant to the Registration Statement have been duly
and validly authorized for issuance and, when issued, will be fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Robert W. Olson
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 filed on October 3, 1997 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
2,153,846 shares of its common stock and to the incorporation by reference
therein of our report dated February 19, 1997, with respect to the consolidated
financial statements and schedule of Chiquita Brands International, Inc.
included (or incorporated by reference) in its Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Cincinnati, Ohio
October 3, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 filed on October 3, 1997 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
2,153,846 shares of its common stock and to the incorporation by reference
therein of our report dated March 26, 1997, with respect to the financial
statements of Owatonna Canning Company for the years ended February 28, 1997,
February 29, 1996 and February 28,1995 included in the Chiquita Brands
International, Inc. Current Report on Form 8-K dated September 15, 1997, filed
with the Securities and Exchange Commission.
/S/ HUTTON, NELSON & MCDONALD LLP
Oakbrook Terrace, Illinois
October 3, 1997
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
September 29, 1997 at Cincinnati, Ohio.
/s/ Carl H. Lindner
-----------------------
Carl H. Lindner
<PAGE> 2
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
October 1, 1997 at Cincinnati, Ohio.
/s/ Keith E. Lindner
-----------------------
Keith E. Lindner
<PAGE> 3
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
October 3, 1997 at Cincinnati, Ohio.
/s/ Steven G. Warshaw
-----------------------
Steven G. Warshaw
<PAGE> 4
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
September 30, 1997 at Cincinnati, Ohio.
/s/ Fred J. Runk
-----------------------
Fred J. Runk
<PAGE> 5
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
September 30, 1997 at Washington, D.C.
/s/ Jean Head Sisco
-----------------------
Jean Head Sisco
<PAGE> 6
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
September 27, 1997 at Cincinnati, Ohio.
/s/ William W. Verity
-----------------------
William W. Verity
<PAGE> 7
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to (a) sign a Form S-3 Registration Statement to be filed by
Chiquita Brands International, Inc., registering shares of its Capital Stock to
be sold by the Selling Shareholder named therein, and any amendments (including
post-effective amendments) to such Registration Statement and (b) file such
Registration Statement and amendments (with all exhibits and related documents)
with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933, on
October 2, 1997 at Cincinnati, Ohio.
/s/ Oliver W. Waddell
-----------------------
Oliver W. Waddell
