As filed with the Securities and Exchange Commission on April __, 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>
<S> <C> <C>
New Jersey 04-192336
(State or other jurisdiction (IRS Employer Identification No )
of incorporation or organization)
</TABLE>
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------------
ROBERT W. OLSON, ESQ.
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>
<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 registeredprice per unit (1) (1) registration fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock
par value $.33 1,149,980 shares $ 13.72 $ 15,777,726 $ 4,654.43
per share
===============================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based on the average of the high and low prices of the
Capital Stock reported on the New York Stock Exchange on April 27, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRTION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
============================================================================
</TABLE>
PROSPECTUS
1,149,980 SHARES
[Chiquita
Brands CHIQUITA BRANDS INTERNATIONAL, INC.
Logo]
COMMON STOCK
This Prospectus relates to up to 1,149,980 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 April 29, 1998 the last sale price of the Common Stock as
reported on the New York Stock Exchange was $ 14.00 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 May ____, 1998.
AVAILABLE INFORMATION
Chiquita is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Chiquita has filed with the Commission a Registration
Statement under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Shares offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and
exhibits thereto, or amendments thereto, to which reference is hereby
made. Such reports, proxy and information statements, Registration
Statement and exhibits and other information filed by Chiquita may be
inspected and, upon payment of the Commission's customary charges, copied
at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the Commission at Suite 1300, 7 World Trade
Center, New York, New York 10048, and at Suite 1400, Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material may
also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
Commission maintains a Website that contains reports, proxy and
information statements and other information regarding companies,
including Chiquita, that file electronically with the Commission at
http://www.sec.gov.
Chiquita's Common Stock is listed on the New York, Boston and
Pacific Stock Exchanges. Reports, proxy and information statements and
other information concerning Chiquita may be inspected and copied at the
Library of the New York Stock Exchange at 20 Broad Street, New York, New
York; at the Secretary's Office of the Boston Stock Exchange at One Boston
Place, Boston, Massachusetts; and at the Listing Department of the Pacific
Stock Exchange at 301 Pine Street, San Francisco, California.
-------------------------
No person has been authorized to give any information or to make on
behalf of the Company or the Selling Shareholders any representations,
other than those contained in this Prospectus, in connection with the
offer made hereby, and, if given or made, such other information or
representation must not be relied upon as having been authorized by the
Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any security other
than the securities offered hereby, or an offer to sell or solicitation of
an offer to buy such securities in any jurisdiction in which such offer or
solicitation is not qualified or to any person to whom such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained or incorporated by
reference herein is correct as of any date subsequent to the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Chiquita will furnish, without charge, to any person to whom this
Prospectus is delivered, upon such person's written or oral request, a
copy of any and all of the information that has been incorporated by
reference in the Registration Statement of which this Prospectus is a part
(not including exhibits to such information unless such exhibits are
specifically incorporated by reference into such information). Any such
request should be directed to the Vice President, Corporate Affairs of
Chiquita, 250 East Fifth Street, Cincinnati, Ohio 45202; telephone: (513)
784-6366.
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 Current
Reports on Form 8-K dated November 20, 1997, December 8, 1997 (as amended
on February 3, 1998), January 7, 1998, January 16, 1998, February 11,
1998, and February 19, 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 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
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:
<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. 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 Chiqutia. 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 overnmental 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 April 29, 1998, there were outstanding 64,375,360
shares of Common Stock, including 23,996,295 shares held, directly or
indirectly, by AFG. The outstanding shares include 500,000 shares
privately issued in September 1997 in connection with the acquisition of
the Owatonna Canning group of companies. These shares have been
recently registered for resale under the registration statement which
will be kept effective until June 5, 1998. Any shares unsold under the
registration statement plus up to approximately 1.2 million additional
shares issued in that transaction 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 May ___, 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 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 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.
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>
<CAPTION>
<S>.<C>
SEC registration fee . . . . . $ 4,655
Accounting fees and expenses . . . 10,000
Legal fees and expenses . . . . . 5,000
Miscellaneous. . . . . . . . . 345
. . . . . . . . . . . . . . .--------------
Total. . . . . . . . . . . . . . . .$ 20,000
</TABLE>
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.
<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 (Deloitte & Touche LLP)
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
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
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 30th day of
April, 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 30th day of April, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Carl H. Lindner Chairman of the Board and
- -------------------
Carl H. Lindner Chief Executive Officer
/s/ Keith E. Lindner Vice Chairman of the Board
- --------------------
Keith E. Lindner
/s/ Steven G. Warshaw Director, President and
- ---------------------
Steven G. Warshaw Chief Operating Officer
/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
- ----------------------
Warren J. Ligan Chief Financial Officer
/s/ William A. Tsacalis Vice President and Controller
- -----------------------
William A. Tsacalis (Chief Accounting Officer)
/TABLE
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<S> <C>
5 Opinion of Counsel
23.1 Consent of Independent Auditors
(Ernst & Young LLP)
23.2 Consent of Independent Auditors
(Deloitte & Touche LLP)
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
</TABLE>
<PAGE>
Exhibits 5 and 23.3
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
April 30, 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 1,149,980 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 April 30, 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 authorized for issuance and, when issued,
will be fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption
"Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Robert W. Olson
<PAGE>
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 April 30, 1998 and 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
April 30, 1998
<PAGE>
Exhibit 23.2
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
April 30, 1998
<PAGE>
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 1,149,980 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 April 29, 1998 at Cincinnati, Ohio.
/s/ Carl H. Lindner
-------------------
Carl H. Lindner<PAGE>
<PAGE>
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 1,149,980 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 April 28, 1998 at Cincinnati, Ohio.
/s/ Keith E. Lindner
--------------------
Keith E. Lindner<PAGE>
<PAGE>
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 1,149,980 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 April 28, 1998 at Cincinnati, Ohio.
/s/ Steven G. Warshaw
----------------------
Steven G. Warshaw<PAGE>
<PAGE>
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 1,149,980
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 April 28, 1998 at Cincinnati, Ohio.
/s/ Fred J. Runk
----------------
Fred J. Runk<PAGE>
<PAGE>
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 1,149,980 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 April 28, 1998 at Washington, D.C.
/s/ Jean Head Sisco
-------------------
Jean Head Sisco<PAGE>
<PAGE>
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 1,149,980 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 April 28, 1998 at Cincinnati, Ohio.
/s/ William W. Verity
---------------------
William W. Verity<PAGE>
<PAGE>
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 1,149,980
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 April 29, 1998 at Cincinnati, Ohio.
/s/ Oliver W. Waddell
---------------------
Oliver W. Waddell<PAGE>
<PAGE>
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 1,149,980 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 April 29, 1998 at Cincinnati, Ohio.
/s/ Warren J. Ligan
-------------------
Warren J. Ligan
