As filed with the Securities and Exchange Commission on June 24, 1998.
Registration No. 333-51497
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 04-1923360
State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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. [ ]
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.
==============================================================================
<PAGE>
PROSPECTUS
[Chiquita 1,149,980 Shares
Brand
Logo] Chiquita Brands International, Inc.
Common Stock
This Prospectus relates to up to 1,149,980 shares of the Common
Stock, par value $.01 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 June 22, 1998 the last sale price of the Common
Stock as reported on the New York Stock Exchange was $ 14.1875 per
share.
The shares of Common Stock offered hereby (the "Shares") are
being sold for the account of and by the person named under the
caption "Selling Shareholder." The Shares may be sold from time to
time in transactions on the open market or in negotiated
transactions, in each case at prices satisfactory to the Selling
Shareholder. (See "Plan of Distribution.") The Company will not
receive any proceeds from any sales of the Shares.
See "Risk Factors" beginning on page 4 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 June ___, 1998.
<PAGE>
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 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.
The Annual Report on Form 10-K for the year ended December 31,
1997 (which incorporates by reference certain information contained
in the Company's 1997 Annual Report to Shareholders) (the "1997
10-K") filed by Chiquita with the Commission (Commission file number
1-1550), the Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (the "1998 10-Q"), the Current Reports on Form 8-K
dated January 7, 1998, January 16, 1998, February 11, 1998, February
19, 1998, and April 22, 1998 (the "8-Ks"), and the description of
Common Stock of Chiquita contained in Amendment No. 1 to the
Registration Statement on Form 8-A filed by Chiquita on June 18,
1998, 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 the Private Securities Litigation
Reform Act of 1995. All statements, other than historical facts,
included or incorporated by reference in this Prospectus and in
future filings with the Commission and written and oral statements
by the Company and its representatives that address events,
developments or financial results that Chiquita expects, believes or
estimates will or may occur in the future are forward-looking
statements that are intended to be covered by the safe harbor
provisions of that Act. These statements reflect management's
current views and estimates of future economic circumstances,
industry conditions and company performance and are based on many
assumptions and factors Chiquita believes are appropriate under the
circumstances and speak as of the date made. Such statements are
subject to a number of assumptions, risks and uncertainties,
including product pricing, costs to purchase or grow (and
availability of) fresh produce and other raw materials, currency
exchange rate fluctuations, natural disasters and unusual weather
conditions, operating efficiencies, labor relations, access to
capital, action of governmental bodies, and other market and
competitive conditions. Any changes in such assumptions or factors,
many of which are beyond the control of Chiquita, could produce
materially different outcomes. 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, Chiquita's fresh 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;
fruit and vegetable juices and beverages; processed bananas; 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.
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 1997 10-K and 1998 10-Q 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 ("EU") banana imports. Operating results for
subsequent years are as follows:
Period Income (Loss) from Continuing Operations
______ ________________________________________
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.
For 1997, the Company reported net income of $0.3 million. Net
income for the quarter ended March 31, 1998 was $41 million compared
to net income of $43 million for the first quarter of 1997. The
Company's interim results are subject to significant seasonal
variations and are not necessarily indicative of the results of
operations for a full year. At March 31, 1998 the Company's
accumulated deficit was $133 million and its total shareholders'
equity was $862 million.
European Union Banana Regulation. On July 1, 1993, the
European Union implemented a quota system effectively restricting
the volume of Latin American bananas imported into the EU, which had
the effect of decreasing Chiquita's overall volume and market share
in Europe. The quota regime is administered through an import
licensing system and grants preferred status to producers and
importers within the EU and its former colonies, while imposing
restrictive 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 policies to be illegal. In March
1994, four of the five countries which had initiated GATT complaints,
Costa Rica, Colombia, Nicaragua and Venezuela, settled their GATT
actions against the EU by entering into a "Framework Agreement" which
guaranteed them preferential EU market access for bananas. The
Framework Agreement was implemented in 1995 and imposed additional
restrictive and discriminatory quotas and export certificate
requirements on U.S. banana marketing firms, while leaving EU firms
exempt. This significantly increased Chiquita's cost to export
bananas.
Other developments which have occurred since implementation of
the quota system include:
* 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 January 1995, the U.S. Government announced a
preliminary finding against the EU banana import policy
and, a year later, the USTR found the banana Framework
Agreement export policies to be unfair.
* In September 1995, the United States, Guatemala, Honduras
and Mexico commenced a challenge against the EU quota
regime using the procedures of the World Trade
Organization ("WTO"). Ecuador, the world's largest
exporter of bananas, joined these countries in filing a
new WTO action in February 1996.
* In May 1997, a WTO arbitration panel issued a report
ruling that the licensing and quota systems under the EU
quota 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 panel recommended that the WTO
request the EU to conform its import regime for bananas
to these trade obligations.
* In June 1997, the EU appealed the WTO panel report. In
September 1997, the WTO Appellate Body upheld the panel's
report and the full WTO body later adopted both the panel
and Appellate Body reports.
* In January 1998, a WTO arbitrator ruled that the EU must
fully implement banana policies consistent with the WTO
report findings not later than January 1, 1999.
* In January 1998, the EU governing commission proposed a
new quota and license regime for review and possible
implementation by the EU. The five governments which
filed the WTO complaint, joined by Panama which has
recently become a WTO member and initiated its own
challenge to the quota and Framework Agreement, have all
indicated that they do not believe the current EU
proposal complies with the WTO findings.
* In March 1998, in a separate proceeding brought by
Germany against the EU, the European Court of Justice
ruled that the Framework Agreement's exemption of EU
marketing firms from the requirement to obtain export
certificates for bananas from Costa Rica, Colombia,
Nicaragua and Venezuela was discriminatory and violated
applicable EU law. The EU no longer requires these
export certificates from any marketing firms.
If the EU fails to comply with the WTO rulings by January 1,
1999, the WTO authorizes the injured governments to engage in
retaliatory trade measures, such as tariffs or withdrawal of trade
concessions, against the EU. However, there can be no assurance as
to the results of the WTO 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 March 31, 1998 Chiquita and its subsidiaries
had short-term notes and loans payable of $87 million and long-term
debt (including current maturities) of approximately $1.1 billion;
the percentage of total debt to total capitalization for Chiquita was
57%. As of March 31, 1998, long-term debt maturities for the
remainder of 1998 and the years 1999 through 2002 are $37 million,
$68 million, $95 million, $166 million and $34 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 March
31, 1998, the total debt of Chiquita's subsidiaries aggregated $424
million, of which $235 million represented non-recourse long-term
debt of Chiquita's shipping subsidiaries secured by ships and related
equipment and $37 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 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 ripening and 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:
the 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. Profit margins
on sales may also be significantly affected by fluctuations in
currency exchange rates. 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
a few major producers of both branded and private-label canned
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 major sources of bananas than any of its competitors.
During 1997, approximately one-fourth 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.
The vegetable processing industry is affected by the
availability of product supply, which correlates to plantings,
growing conditions, crop yields and inventories, all of which may
vary from year to year.
Labor Relations. Chiquita employs approximately 40,000
employees. Approximately 31,000 of these employees are employed in
Central and South America, including 25,000 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. 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 these 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 June 22, 1998, there were
outstanding 64,463,631 shares of Common Stock, including 23,996,295
shares held, directly or indirectly, by AFG. The outstanding shares
include approximately 1.3 million shares privately issued in
September 1997 in connection with the acquisition of the Owatonna
Canning group of companies. These shares may be sold pursuant to
Rule 144 under the Securities Act after September 23, 1998.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholder. However, under certain
circumstances, the Company may repurchase some or all of the Shares,
in which case, the Company expects to retire them.
SELLING SHAREHOLDER
The following information regarding the Shares offered hereby
has been provided to the Company by Campbell Investment Company, a
Delaware corporation (the "Selling Shareholder"), and reflects
information concerning beneficial ownership of Common Stock as of the
date of this Prospectus. The Selling Shareholder is a wholly-owned
subsidiary of Campbell Soup Company and an affiliate of the former
shareholder of Campbell Mushrooms Pty Limited and Campbell Mushrooms
Centre Pty Limited (collectively the "Australian Mushroom
Companies"). The Selling Shareholder received the Shares in
connection with the acquisition by Chiquita's Australian subsidiary
of all of the outstanding capital stock of the Australian Mushroom
Companies on June ___, 1998. The Selling Shareholder owns 1,149,980*
shares of Common Stock, which constitute the Shares. The Selling
Shareholder is offering up to 1,149,980* Shares pursuant to this
Registration Statement and, assuming the sale of all such Shares,
will hold no shares of Common Stock following such sales.
*These numbers may change in the final prospectus, based on the
actual number of shares issued in connection with the acquisition of
the Australian Mushroom Companies.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by or for the account
of the Selling Shareholder directly to purchasers, to or through
broker-dealers or through a combination of 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 Shareholder. The Selling
Shareholder may elect to engage an underwriter to sell the Shares
being offered by them. There can be no assurance that the Selling
Shareholder will sell all or any of the Shares offered by it.
All expenses relating to the registration of the Shares, other
than fees and expenses of counsel, accountants or other consultants
to the Selling Shareholder, will be paid, directly or indirectly, by
the Company.
The Selling Shareholder 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 Shareholder, subject
to certain exceptions, to keep the Registration Statement covering
the Shares effective until the earlier of (i) four months after the
date of initial issuance of the Shares or (ii) the date on which all
Shares have been sold by the Selling Shareholder pursuant to the
Registration Statement.
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 and restricted stock awards.
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, 1997 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 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 January 16, 1998, 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 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.
<PAGE>
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:
SEC registration fee. . . . . . . . . .$ 4,655
Accounting fees and expenses . . . . . 10,000
Legal fees and expenses . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . 345
Total . . . . . . . . . . . . . . . . .$ 20,000
All of the above expenses other than the registration fee are
estimates. None of the expenses listed will be paid by the Selling
Shareholder.
Item 15. Indemnification of Directors and Officers.
Article VI of Chiquita's By-Laws provides directors and
officers with the right to indemnification and advancement of
expenses to the fullest extent not prohibited by the New Jersey
Business Corporation Act. Directors and officers of Chiquita are
indemnified generally against expenses and liabilities incurred in
connection with any proceedings, including proceedings by or on
behalf of Chiquita, relating to their service to or at the request
of Chiquita. However, no indemnification may be made if a final
adjudication establishes that a person's acts or omissions (a)
breached the person's duty of loyalty to Chiquita or its
shareholders, (b) were not in good faith or involved a knowing
violation of law, or (c) resulted in receipt by the person of an
improper personal benefit. Section VIII of Chiquita's Second
Restated Certificate of Incorporation also limits the liability of
Chiquita's directors and officers, to the fullest extent permitted
by the New Jersey Business Corporation Act, to Chiquita or its
shareholders for monetary damages for breach of any duty, except in
the situations set forth in (a) through (c) above.
Item 16. Exhibits.
The following Exhibits are a part of this Registration
Statement.
Exhibit No.
5 Opinion of Counsel*
23.1 Consent of Independent Auditors (Ernst & Young LLP)
23.2 Consent of Independent Auditors (Deloitte & Touche
LLP)
23.3 Consent of Counsel (included in Exhibit 5)*
24 Powers of Attorney*
* Previously filed.
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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective 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
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to the Form S-3 Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cincinnati, Ohio, as of the 24th day of June, 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 Amendment No. 1 to the Form S-3 Registration Statement has
been signed by the following persons in the capacities indicated
as of the 24th day of June, 1998.
Signature Title
/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 and
- -------------------------- Chief Operating 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/ Warren J. Ligan Senior Vice President and
- -------------------------- Chief Financial Officer
Warren J. Ligan
/s/ William A. Tsacalis Vice President and Controller
- -------------------------- (Chief Accounting Officer)
William A. Tsacalis
*Pursuant to Power of Attorney
/s/ Robert W. Olson
- --------------------------
Robert W. Olson
Attorney-In-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
___________ ___________
5 Opinion of Counsel*
23.1 Consent of Independent Auditors (Ernst & Young LLP)
23.2 Consent of Independent Auditors (Deloitte & Touche LLP)
23.3 Consent of Counsel (included in Exhibit 5)*
24 Powers of Attorney*
* Previously filed
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in Amendment No. 1 to Registration Statement No. 333-51497 on Form
S-3 filed on June 24, 1998 and the related Prospectus of Chiquita
Brands International, Inc. for the registration of 1,149,980 shares
of its Common Stock and to the incorporation by reference therein of
our report dated February 11, 1998, 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, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------
Cincinnati, Ohio
June 24, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-51497 on Form S-3 of Chiquita Brands
International, Inc. 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
January 16, 1998, and to the reference to our firm under the heading
"Experts" in this Amendment to the Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
June 24, 1998
