FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): January 16, 1998
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 1-1550 04-1923360
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
250 East Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices)
Registrant's telephone number, including area code:
(513) 784-8000
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 3, 4, 5, 6, 8 and 9 are not applicable and are omitted from
this Report.
Item 2. Acquisition or Disposition of Assets.
On January 16, 1998 Chiquita Brands International, Inc. ("Chiquita")
acquired by merger Stokely USA, Inc. ("Stokely"), a company whose common
stock had traded on the NASDAQ National Market prior to the merger.
Stokely, headquartered in Oconomowoc, Wisconsin, is engaged primarily in
the vegetable canning business. The acquisition was effected pursuant to
an Agreement and Plan of Reorganization dated as of September 17, 1997
among Chiquita, Chiquita Acquisition Corp. and Stokely.
The merger consideration payable to the shareholders of Stokely was
agreed to based on arm's length negotiations. The merger price was $1.00
per share of Stokely common stock, paid entirely in shares of Chiquita
capital stock, par value $.33 per share ("Common Stock"), valued at $15.03
per share, the average of the closing market prices of Chiquita Common
Stock for the 15 trading days immediately preceding the merger. This
resulted in a payment of approximately .0665 of a share of Chiquita Common
Stock per Stokely share, or an aggregate of 757,918 shares of Chiquita
Common Stock issued to the Stokely shareholders. Chiquita also issued
2,208,615 shares of Common Stock to certain holders of an aggregate of
approximately $33.2 million of Stokely long-term debt.
Stokely produces a broad range of canned vegetables under private
and branded labels. Stokely owns and operates seven canning plants
located in Pickett, Poynette, Sun Prairie and Waunakee, Wisconsin; Ackley,
Iowa; Hoopeston, Illinois; and Scottsville, Michigan, as well as two
warehouse facilities located in Poynette and DeForest, Wisconsin.
Chiquita presently plans to continue operating the Stokely canning
business in connection with its existing canning business. Chiquita has
announced that it plans to close the canning plants in Waunakee and
Poynette, Wisconsin and Hoopeston, Illinois.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The following audited and unaudited financial statements of Stokely
are incorporated by reference from the Stokely filings referenced
below and have been previously incorporated by reference into
Chiquita's Registration Statement on Form S-4 No. 333-40709 and
Current Report on Form 8-K dated November 20, 1997.
1. Audited financial statements of Stokely, including the
notes thereto:
Independent Auditors' Report dated June 19, 1997
(October 10, 1997 as to Note L)
Consolidated Balance Sheets as of March 31, 1997
and 1996
Consolidated Statements of Operations for the Years
Ended March 31, 1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity for the
Years Ended March 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years
Ended March 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
The foregoing consolidated financial statements and
Independent Auditors' Report are incorporated by reference
from Item 8, pages 42-63 of Stokely's Annual Report on Form
10-K for the Year Ended March 31, 1997, as amended on Form
10-K/A filed on October 14, 1997.
2. Interim financial statements (unaudited) of Stokely for
the quarter and six months ended September 30, 1997:
Consolidated Condensed Balance Sheets -
September 30, 1997, March 31, 1997 and
September 30, 1996
Consolidated Condensed Statements of Operations - Three
and Six Months Ended September 30, 1997 and 1996
Consolidated Condensed Statements of Cash Flows -
Six Months Ended September 30, 1997 and 1996
Notes to Consolidated Condensed Financial Statements
The foregoing financial statements and notes are incorporated
by reference from Item 1, pages 3-10 of Stokely's Quarterly
Report on Form 10-Q/A for the Quarter Ended September 30,
1997, filed on December 4, 1997.
(b) Pro Forma Financial Information.
Chiquita Brands International, Inc.
Pro Forma Combined Balance Sheet (unaudited)
as of September 30, 1997
Pro Forma Combined Income Statement (unaudited)
for the year ended December 31, 1996
Pro Forma Combined Income Statement (unaudited)
for the nine months ended September 30, 1997
The foregoing pro forma financial statements are incorporated by
reference from pages 39-42 of Chiquita's final Proxy
Statement/Prospectus dated December 8, 1997 under Registration
Statement No. 333-40709 filed pursuant to Rule 424(b)(3) on
December 10, 1997.
(c) Exhibits
2.1 Agreement and Plan of Reorganization dated as of September
17, 1997 among Chiquita, Chiquita Acquisition Corp. and
Stokely, incorporated by reference from Appendix A, pages A-1
to A-41 of Chiquita's final Proxy Statement/Prospectus dated
December 8, 1997 under Registration Statement No. 333-40709
filed pursuant to Rule 424(b)(3) on December 10, 1997.
23.1 Consent of Independent Auditors (Deloitte & Touche LLP)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 30, 1998 CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/William A. Tsacalis
------------------------
William A. Tsacalis
Vice President and Controller
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following
Registration Statements and related prospectuses of Chiquita Brands
International, Inc. of our report dated June 19, 1997 (October 10, 1997 as
to Note L) appearing in the Annual Report on Form 10-K/A of Stokely USA,
Inc. for the year ended March 31, 1997 and incorporated by reference in
this report on Form 8-K dated January 16, 1998.
Registration
Form No. Description
- ---- ------------- -----------
S-3 33-58424 Dividend Reinvestment Plan
S-3 33-41057 Common Stock issuable upon
conversion of Convertible
Subordinated Debentures
S-3 333-00789 Debt Securities, Preferred Stock,
Preference Stock, Depositary Shares,
Common Stock and
Securities Warrants
S-8 33-2241 Chiquita Savings and Investment Plan
33-16801
33-42733
33-56572
333-39671
S-8 33-14254 1986 Stock Option and Incentive Plan
33-38284
33-41069
33-53993
S-8 33-25950 Individual Stock Option Plan
S-8 33-38147 Associate Stock Purchase Plan
/s/DELOITTE & TOUCHE LLP
- ------------------------
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
January 30, 1998
