<PAGE> 1
As filed with the Securities and Exchange Commission on February 13, 1998.
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)
<TABLE>
<CAPTION>
<S> <C>
New Jersey 04-1923360
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No )
</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.
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, of agent for service)
------------------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement shall become effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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 (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock 500,000 shares $13.03 $6,515,000 $1,922
par value $.33
per share
===========================================================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and based on the
average of the high and low prices of the Capital Stock reported on the New York Stock Exchange on February
10, 1998.
(2) Pursuant to Rule 429(b), the registration fee of $1,922 is being credited from the registration fee
remaining under Registration Statement No. 33-51229 under which 1,614,480 shares of Capital Stock were
registered but not sold. After giving effect to the 500,000 shares being registered hereby, 1,114,480 shares will
remain available from Registration Statement 33-51229 for future filings.
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.
==========================================================================================================================
</FN>
</TABLE>
<PAGE> 3
PROSPECTUS
[CHIQUITA BRANDS LOGO]
500,000 SHARES
CHIQUITA BRANDS INTERNATIONAL, INC.
COMMON STOCK
This Prospectus relates to up to 500,000 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 February 12, 1998 the last sale price of the Common Stock as
reported on the New York Stock Exchange was $13.31 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 5 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 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 February ___, 1998.
<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.
- 2 -
<PAGE> 5
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, 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, June 30, 1997 and September 30, 1997 (the
"1997 10- Qs"), the Current Reports on Form 8-K dated September 15, 1997,
November 20, 1997, December 1, 1997, December 8, 1997 (as amended on February 3,
1998), January 7, 1998, January 16, 1998 and February 11, 1998 (the "8-Ks"), 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.
FORWARD-LOOKING STATEMENTS
This Prospectus, including the information incorporated by reference
herein, information included in, or incorporated by reference from, future
filings by the Company with the Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain, certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements, other than statements
of historical facts, included in this Prospectus that address events,
developments or financial results that Chiquita expects, believes or estimates
will or may occur in the future are forward- looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate under
the circumstances. Such statements are subject to a number of assumptions, risks
and uncertainties, such as (i) the prices at which Chiquita can sell its
products, (ii) the costs at which it can purchase (or grow) fresh produce and
other raw materials and inventory, and (iii) the various market, competitive and
agricultural factors which may impact those prices
- 3 -
<PAGE> 6
and costs, many of which are beyond the control of Chiquita. Some of these risks
are described in more detail in "Risk Factors" below. Investors are cautioned
that any such statements are not guarantees of future performance and that
actual results or developments may differ materially from the expectations
expressed in the forward-looking statements.
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 private label and branded canned vegetables and related
products such as soups; 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
indirectly through its subsidiaries, approximately 37% of Chiquita's outstanding
shares of Common Stock. Approximately 44% 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.
RECENT DEVELOPMENTS
On February 11, 1998, Chiquita reported 1997 operating results. Net
income for the year ended December 31, 1997 was $0.3 million and the per share
result for the year was a loss of $.29 after deducting preferred dividends.
Operating results for 1997 were adversely affected by a stronger dollar
in relation to major European currencies (mitigated in part by the Company's
foreign currency hedging program) and by increased banana production costs
resulting primarily from widespread flooding in 1996. These factors more
than offset the benefit of higher local European pricing during the second half
of the year. Net sales were $2.4 billion in both 1997 and 1996. Net interest
expense in 1997 was $10 million lower than in 1996 as a result of the Company's
debt reduction and refinancing activities.
- 4 -
<PAGE> 7
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.
RECENT LOSSES. From 1984 to 1991, Chiquita reported a continuous record
of growth in annual earnings. In 1992, the Company reported a loss from
continuing operations of $222 million that included $61 million of charges to
restructure its worldwide banana operations in connection with the announcement
of a new quota system for European Union banana imports. Operating results for
subsequent years are as follows:
<TABLE>
<CAPTION>
Period Income (Loss) from Continuing Operations
- ------ ----------------------------------------
<S> <C> <C>
1993 ($51) million
1994 ($84) million 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.
1995 $28 million included a $19 million net gain 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.
1996 ($28) million included write-downs and costs of $70 million
resulting from wide-spread 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.
</TABLE>
For 1997, the Company reported net income of $0.3 million. At December 31, 1997
the Company's accumulated deficit was $166 million and its total shareholders'
equity was $780 million. See "THE COMPANY--Recent Developments."
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 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.
- 5 -
<PAGE> 8
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 non-EU marketing firms
such as Chiquita. In June 1997, the EU appealed the report and in September 1997
the WTO Appellate Body upheld the panel report. The full WTO body has adopted
the panel and Appellate Body reports, which now require the EU to bring its
import regime for bananas into conformity with these reports. In October 1997,
the EU notified the WTO that it will honor its international obligations. The EU
has a "reasonable" period of time (not to exceed 15 months) to implement the
reports' recommendations. In December 1997, the United States, Ecuador,
Guatemala, Honduras and Mexico, the governments which originally filed the WTO
proceeding, requested the WTO to appoint an arbitrator to determine the
"reasonable period of time" for implementation by the EU of the final WTO panel
and Appellate Body reports. In January 1998, the arbitrator ruled that the EU
must fully implement banana import policies consistent with these rulings not
later than December 31, 1998. If the EU fails to comply by that time, the
injured governments may engage in retaliatory measures against the EU.
- 6 -
<PAGE> 9
Both the WTO and Section 301 authorize retaliatory trade 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.
LEVERAGE. As of December 31, 1997, Chiquita and its subsidiaries had
short-term notes and loans payable of $60 million and long-term debt (including
current maturities) of approximately $1.1 billion; the percentage of total debt
to total capitalization for Chiquita was 59%. As of December 31, 1997, long-term
debt maturities for the years 1998 through 2002 are $93 million, $55 million,
$40 million, $166 million and $33 million, respectively.
SUBSIDIARIES. Most 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 December
31, 1997, the total debt of Chiquita's subsidiaries aggregated $425 million, of
which $242 million represented non-recourse long-term debt of Chiquita's
shipping subsidiaries secured by ships and related equipment and $60 million
represented short-term notes and loans payable.
COMPETITION AND PRICING. Approximately 60% of Chiquita's 1997
consolidated net sales were attributable to the sale of bananas. Banana
marketing 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.
Chiquita's vegetable canning business competes directly with numerous
producers of both branded and private-label vegetables, as well as 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 1997, approximately 25% of all
bananas sold by Chiquita were sourced from each of Panama and Costa Rica.
Bananas are sourced from numerous other countries, including Colombia, Ecuador,
Guatemala and Honduras which comprised 6% to 13% (depending on the country) of
bananas sold by Chiquita during 1997.
- 7 -
<PAGE> 10
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 31,000 of these employees are employed in Central and South
America, including 24,000 workers covered by approximately 65 labor contracts.
Approximately 40 contracts covering approximately 15,000 employees are currently
being renegotiated or expire during 1998. 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 February 12, 1998, there were outstanding
64,155,561 shares of Common Stock, including 23,996,295 shares held, directly or
indirectly, by AFG.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Shareholders.
- 8 -
<PAGE> 11
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
February 4, 1998. Each of the Selling Shareholders is a former shareholder of
one or more of Owatonna Canning Company, Olivia Canning Company, Goodhue Canning
Company and Midwest Foods, Inc. (collectively, the "Owatonna Companies"). The
Selling Shareholders received the Shares in connection with the acquisition by
Chiquita of all of the outstanding capital stock of the Owatonna Companies in a
merger (the "Merger") on September 24, 1997.
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S
SHARES OF THE COMPANY'S MAXIMUM NUMBER OF COMMON STOCK TO BE
COMMON STOCK SHARES OF THE OWNED AFTER
NAME OF SELLING BENEFICIALLY OWNED COMPANY'S COMMON COMPLETION
SHAREHOLDER PRIOR TO THE OFFERING (1) STOCK OFFERED HEREBY OF THIS OFFERING (2)
------------- ------------------------- -------------------- --------------------
<S> <C> <C> <C>
The Olmsted Family Trust (3) 375,316 57,681 317,635
Chadwick S. Lange (4) 470,438 72,301 398,137
Karen E. Lange (5) 231,261 35,509 195,752
Otto Schaefer Trust (6) 166,666 25,615 141,051
Victoria & Company (7) 166,666 25,615 141,051
Chadwick S. Lange Jr. (8) 140,510 21,595 118,915
Chadwick S. Lange Jr. 1993 Irrevocable Trust 127,481 19,592 107,889
Laura E. Lange (9) 140,510 21,595 118,915
Laura E. Lange 1993 Irrevocable Trust 127,481 19,592 107,889
Stephens J. Lange (10) 278,860 42,857 236,003
Gertrude H. Lange (11) 34,934 5,369 29,565
Ann S. Jackson (12) 16,664 2,561 14,103
Virginia H. Jackson (13) 52,458 8,062 44,396
Rita E. Swanson 57,872 8,894 48,978
Nancy Bergeron (14) 83,886 12,892 70,994
Jan Bergeron (15) 21,999 3,381 18,618
Emily Carlson Revocable Trust 43,515 6,688 36,827
Hilde Erickson 11,032 1,695 9,337
O. Maynard Helle and Richard J. Helle (16) 27,774 4,270 23,504
Catherine S. Hynek (17) 29,967 4,606 25,361
Michael S. Hynek (18) 66,740 10,257 56,483
Michael S. Hynek, custodian f/b/o/
Courtney L. Hynek (19) 16,548 2,543 14,005
Michael S. Hynek, custodian f/b/o/
Matthew S. Hynek (20) 1,225 188 1,037
Michael S. Hynek, custodian f/b/o/
Michael Scott Hynek (21) 6,741 1,036 5,705
Ira J. Jackson Jr. Trust (22) 16,664 2,561 14,103
Richard Jackson (23) 16,664 2,561 14,103
Virginia R. Jackson (23) 16,664 2,561 14,103
David Knuti (24) 4,903 754 4,149
Erika Knuti (25) 1,838 282 1,566
</TABLE>
- 9 -
<PAGE> 12
<TABLE>
<CAPTION>
SHARES OF THE COMPANY'S
SHARES OF THE COMPANY'S MAXIMUM NUMBER OF COMMON STOCK TO BE
COMMON STOCK SHARES OF THE OWNED AFTER
NAME OF SELLING BENEFICIALLY OWNED COMPANY'S COMMON COMPLETION
SHAREHOLDER PRIOR TO THE OFFERING (1) STOCK OFFERED HEREBY OF THIS OFFERING (2)
------------- ------------------------- -------------------- --------------------
<S> <C> <C> <C>
Sigrid E. Knuti (26) 23,289 3,579 19,710
Greta Olson Landis 1,838 282 1,556
Roberta E. Litchter 61,328 9,425 51,903
Christopher W. Olmsted 88,498 13,601 74,897
Karen Olmsted (27) 1,653 254 1,399
Matthew L. Olmsted 81,143 12,471 68,672
R. Wayne Olmsted (28) 1,653 254 1,399
Ingrid E. Olson 1,838 282 1,556
William B. Otteson 12,257 1,884 10,373
Bernice Rauenhorst 2,408 370 2,038
Deborah D. Roach 59,916 9,208 50,708
Suzanne Rysavy (29) 38,886 5,976 32,910
Maria J. Seminara 77,159 11,858 65,301
Harold Thompson (30) 2,451 377 2,074
Helen Thompson (31) 3,064 471 2,593
Thomas K. Young 42,902 6,595 36,307
--------- --------- ---------
TOTAL 3,253,560 500,000 2,753,560
<FN>
NOTES:
(1) The shares of Common Stock set forth in this table include shares issued in connection with the Merger
and held by Selling Shareholders or held for Selling Shareholders by Star Bank N.A. in escrow and
payment funds. Approximately 6-8% of the shares to be issued to Selling Shareholders in connection
with the Merger will be issued after the date of this Prospectus to Selling Shareholders and are not
reflected in this table.
(2) Each Selling Shareholder owns less than 1% of the outstanding Common Stock.
(3) The trustees and beneficiaries of such trust are R. Wayne Olmsted and Karen Olmsted.
(4) Does not include shares held by Karen E. Lange, Mr. Lange's wife, which Mr. Lange may be deemed to
beneficially own. Mr. Lange is the President of Owatonna Canning Company LLC, a wholly owned
subsidiary of Chiquita.
(5) Does not include shares held by Chadwick S. Lange, Ms. Lange's husband,
shares held by the Chadwick S. Lange Jr. 1993 Irrevocable Trust, of
which Ms. Lange is trustee and shares held by the Laura E. Lange 1993
Irrevocable Trust, of which Ms. Lange is trustee. Ms. Lange may be
deemed to beneficially own all such shares. Includes 200 shares of
Common Stock which Ms. Lange owned prior to the Merger and 13 shares of
Common Stock which Ms. Lange is entitled to receive as a result of the
conversion of 200 shares of common stock of Stokely USA, Inc. in
connection with its recent acquisition by Chiquita.
(6) The co-trustees of such trust are Jeanette Schaefer and Louise Dailey.
The beneficiary of such trust is Mrs. Schaefer. Includes 74,733 shares
issuable upon conversion of 25,576 shares of $2.50 Convertible
Preference Stock, Series C, of the Company ("Series C Preference
Stock") assuming conversion at 2.922 shares of Common Stock for each
share of Series C Preference Stock.
(7) Includes 74,733 shares issuable upon conversion of 25,576 shares of
Series C Preference Stock.
(8) Does not include shares held by the Chadwick S. Lange Jr. 1993
Irrevocable Trust of which Mr. Lange is the beneficiary and which Mr.
Lange may be deemed to beneficially own.
</FN>
</TABLE>
- 10 -
<PAGE> 13
(9) Does not include shares held by the Laura E. Lange 1993 Irrevocable
Trust of which Ms. Lange is the beneficiary and which Ms. Lange may be
deemed to beneficially own.
(10) Does not include shares held by Gertrude H. Lange, Mr. Lange's wife,
which Mr. Lange may be deemed to beneficially own.
(11) Does not include shares held by Stephens J. Lange, Ms. Lange's husband,
which Ms. Lange may be deemed to beneficially own.
(12) Includes 7,471 shares issuable upon conversion of 2,557 shares of
Series C Preference Stock.
(13) Does not include shares held by Victoria & Company, of which Ms.
Jackson is a beneficiary, which Ms. Jackson may be deemed to
beneficially own. Includes 23,522 shares issuable upon conversion of
8,050 shares of Series C Preference Stock.
(14) Does not include shares held by Jan Bergeron, Ms. Bergeron's husband,
which Ms. Bergeron may be deemed to beneficially own.
(15) Does not include shares held by Nancy Bergeron, Mr. Bergeron's wife,
which Mr. Bergeron may be deemed to beneficially own.
(16) Includes 12,453 shares issuable upon conversion of 4,262 shares of
Series C Preference Stock.
(17) Does not include shares held by Courtney L. Hynek, Matthew S. Hynek,
Michael S. Hynek and Michael Scott Hynek, members of Ms. Hynek's
immediate family, which Ms. Hynek may be deemed to beneficially own.
(18) Does not include shares held by Catherine S. Hynek, Courtney L Hynek,
Matthew S. Hynek and Michael Scott Hynek, members of Mr. Hynek's
immediate family, which Mr. Hynek may be deemed to beneficially own.
(19) Does not include shares held by Catherine S. Hynek, Matthew S. Hynek,
Michael S. Hynek and Michael Scott Hynek, members of Courtney L.
Hynek's immediate family, which Courtney L. Hynek may be deemed to
beneficially own.
(20) Does not include shares held by Catherine S. Hynek, Courtney L. Hynek,
Michael S. Hynek and Michael Scott Hynek, members of Matthew S. Hynek's
immediate family, which Matthew S. Hynek may be deemed to beneficially
own.
(21) Does not include shares held by Catherine S. Hynek, Courtney L. Hynek,
Matthew S. Hynek and Michael Scott Hynek, members of Michael Scott
Hynek's immediate family, which Michael Scott Hynek may be deemed to
beneficially own.
(22) The trustee and beneficiary of such trust is Ira J. Jackson, Jr.
Includes 7,471 shares issuable upon conversion of 2,557 shares of
Series C Preference Stock.
(23) Includes 7,471 shares issuable upon conversion of 2,557 shares of
Series C Preference Stock.
(24) Does not include shares held by Erika Knuti, Mr. Knuti's daughter, and
shares held by Sigrid Knuti, Mr. Knuti's wife. Mr. Knuti may be deemed
to beneficially own all such shares.
(25) Does not include shares held by David Knuti, Ms. Knuti's father, and
shares held by Sigrid Knuti, Ms. Knuti's mother. Ms. Knuti may be
deemed to beneficially own all such shares.
(26) Does not include shares held by David Knuti, Ms. Knuti's husband, and
shares held by Erika Knuti, Ms. Knuti's daughter. Ms. Knuti may be
deemed to beneficially own all such shares.
(27) Does not include shares held by R. Wayne Olmsted, Ms. Olmsted's
husband, and shares held by The Olmsted Family Trust, of which Ms.
Olmsted is a beneficiary. Ms. Olmsted may be deemed to beneficially own
all such shares.
- 11 -
<PAGE> 14
(28) Does not include shares held by Karen Olmsted, Mr. Olmsted's wife, and
shares held by The Olmsted Family Trust, of which Mr. Olmsted is a
beneficiary. Mr. Olmsted may be deemed to beneficially own all such
shares.
(29) Includes 17,435 shares issuable upon conversion of 5,967 shares of
Series C Preference Stock.
(30) Does not include shares held by Helen Thompson, Mr. Thompson's wife,
which Mr. Thompson may be deemed to beneficially own.
(31) Does not include shares held by Harold Thompson, Ms. Thompson's
husband, which Ms. Thompson may be deemed to beneficially own.
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. The Selling Shareholders may elect to engage an
underwriter to sell the Shares being offered by them. There can be no assurance
that any of the Selling Shareholders will sell all or any of the Shares offered
by them.
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; in addition,
the Company will pay up to $7,500 of such fees and expenses of the Selling
Shareholders.
The Selling Shareholders and any brokers or dealers acting in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit realized by them on the resale
of Shares as principals may be deemed underwriting compensation under the
Securities Act.
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) 90 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.
- 12 -
<PAGE> 15
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. The financial
statements of American Fine Foods, Inc. for the year ended June 28, 1997
appearing in Chiquita's Current Report on Form 8-K dated December 8, 1997, as
amended on February 3, 1998, have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The financial statements of Stokely USA, Inc.
for the years ended March 31, 1997, 1996 and 1995 incorporated by reference into
Chiquita's Current Report on Form 8-K dated November 20, 1997 have been audited
by Deloitte & Touche LLP, independent auditors, as set forth in their report
thereon incorporated therein and herein by reference. Such Chiquita consolidated
financial statements, Owatonna Canning Company financial statements, American
Fine Foods, Inc. financial statements and Stokely USA, Inc. consolidated
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.
-13-
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred by
Chiquita in connection with the distribution of the securities being registered
hereby:
<TABLE>
<S> <C>
SEC registration fee...................................... $ 1,922
Accounting fees and expenses.............................. 15,000
Legal fees and expenses................................... 5,000
Selling Shareholders' expenses
to be paid by Chiquita..................................... 7,500
Miscellaneous.............................................. 578
-------
Total......................................................$30,000
</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.
<TABLE>
<CAPTION>
Exhibit No.
-----------
<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 Independent Auditors (Deloitte & Touche LLP)
23.4 Consent of Independent Auditors (KPMG Peat Marwick LLP)
23.5 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
II - 1
<PAGE> 17
ITEM 17. UNDERTAKINGS.
*(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
*(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
II - 2
<PAGE> 18
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 - 3
<PAGE> 19
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 13th day of February, 1998.
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 13th day of February, 1998.
<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 Vice Chairman of the Board
- -------------------------------------
Keith E. Lindner
/s/Steven G. Warshaw Director, President, Chief Operating Officer
- ------------------------------------- and Chief Financial Officer
Steven G. Warshaw
/s/Fred J. Runk Director
- -------------------------------------
Fred J. Runk
/s/Jean Head Sisco Director
- -------------------------------------
Jean Head Sisco
/s/William W. Verity Director
- -------------------------------------
William W. Verity
/s/Oliver W. Waddell Director
- -------------------------------------
Oliver W. Waddell
/s/William A. Tsacalis Vice President and Controller
- ------------------------------------- (Chief Accounting Officer)
William A. Tsacalis
</TABLE>
II - 4
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <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 Independent Auditors (Deloitte & Touche LLP)
23.4 Consent of Independent Auditors (KPMG Peat Marwick LLP)
23.5 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE> 1
Exhibits 5 and 23.5
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
February 13, 1998
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 500,000 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
February 13, 1998 (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 issued, and are fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/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 February 13, 1998 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
500,000 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
February 13, 1998
<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 February 13, 1998 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
500,000 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
February 13, 1998
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Chiquita Brands International, Inc. on Form S-3 of our report dated June 19,
1997 (October 10, 1997 as to Note L), with respect to the financial statements
of Stokely USA, Inc., for the year ended March 31, 1997, and incorporated by
reference in the Chiquita Brands International, Inc. Report on Form 8-K dated
November 20, 1997, and to the reference to our firm under the heading "Experts"
in the Registration Statement.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
February 13, 1998
<PAGE> 1
Exhibit 23.4
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 February 13, 1998 and related
Prospectus of Chiquita Brands International, Inc. for the registration of
500,000 shares of its common stock and to the incorporation by reference therein
of our report dated July 31, 1997 with respect to the financial statements of
American Fine Foods, Inc. for the year ended June 28, 1997 included in the
Chiquita Brands International, Inc. Current Report on Form 8-K dated December 8,
1997 (as amended on February 3, 1998), filed with the Securities and Exchange
Commission.
/S/KPMG PEAT MARWICK LLP
Salt Lake City, Utah
February 13, 1998
<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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
January 30, 1998 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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
February 4, 1998 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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
February 4, 1998 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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
January 30, 1998 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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
February 4, 1998 at Cincinnati, Ohio.
/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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
February 1, 1998 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 500,000 shares of its Capital
Stock to be sold by the Selling Shareholders 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
February 2, 1998 at Cincinnati, Ohio.
/s/Oliver W. Waddell
--------------------
Oliver W. Waddell
