<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 04-1923360
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
250 EAST FIFTH STREET, CINCINNATI, OHIO 45202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK, PAR VALUE NEW YORK, PACIFIC, BOSTON
$.01 PER SHARE
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which this
form relates: _____________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE>
STATEMENT
This amended Form 8-A is being filed to amend and
restate the Form 8-A registration statement of Chiquita Brands
International, Inc.* (the "Company"), originally filed October
28, 1970, as it pertains to the Company's Common Stock, $.01 par
value, formerly its Capital Stock, $.33 par value (the "Common
Stock"). The amendments are changes in the title and par value of
the Common Stock which were effected pursuant to the Third
Certificate of Amendment to the Second Restated Certificate of
Incorporation filed with the Secretary of State of the State of
New Jersey on May 13, 1998. This amended Form 8-A covering the
Common Stock also is being filed due to the expiration of the
original Form 8-A, in September 2000, in accordance with the
Commission's 30 year records retention period.
ITEM 1. Description of Registrant's Securities to be Registered.
______________________________________________________
There currently are 200,000,000 authorized shares of Common
Stock, of which 64,458,656 shares were outstanding on June 15,
1998.
Holders of Common Stock are entitled to one vote per share
for the election of directors (except directors to be elected in
certain circumstances pursuant to the terms of any then
outstanding preferred stock or preference stock) and for other
matters submitted to a vote of shareholders. Shares of Common
Stock do not have cumulative voting rights.
Holders of Common Stock are entitled to receive dividends
when and if declared by the Board of Directors, out of funds
legally available therefor; provided, however, that all dividends
on any then-outstanding preferred stock and preference stock must
be fully paid or declared and set apart before any dividends can
be paid or declared and set apart with respect to the Common
Stock.
Upon liquidation, dissolution or winding-up of the Company,
the holders of the Common Stock are entitled to share ratably in
the assets of the Company remaining after the payment of all of
its debts and other liabilities and after payment due to the
holders of the Company's preferred stock and preference stock.
Holders of Common Stock have no preemptive or other rights
to subscribe for or purchase additional securities of the
Company. Holders of Common Stock have no conversion or
redemption rights with respect to the Common Stock. All
outstanding shares of Common Stock are fully paid and
nonassessable.
ITEM 2. Exhibits
________
**1. Second Restated Certificate of Incorporation, filed as
Exhibit 3(a) to Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994 (containing the terms of the
Company's Capital Stock and the $2.875 Non-Voting Cumulative
Preferred Stock, Series A)
**2. Certificate of Amendment to the Second Restated Certificate
of Incorporation, filed as Exhibit 3(a) to Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996
(establishing the terms of the Company's $3.75 Convertible
Preferred Stock, Series B)
**3. Second Certificate of Amendment to the Second Restated
Certificate of Incorporation, filed as Exhibit 3.1 to
Current Report on Form 8-K (Date of Report September 15,
1997) (establishing the terms of the Company's $2.50
Convertible Preference Stock, Series C)
- 2 -
<PAGE>
4. Third Certificate of Amendment to the Second Restated
Certificate of Incorporation (changing the name and par
value of the Capital Stock, $.33 par value, to Common
Stock, $.01 par value and increasing the number of
authorized shares)
5. Fourth Certificate of Amendment to the Second Restated
Certificate of Incorporation (reducing the number of
shares designated as $2.50 Convertible Preference
Stock, Series C)
_______________________
*Name changed from United Brands Company.
**Incorporated herein by reference.
- 3 -<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ Robert W. Olson
Robert W. Olson
Senior Vice President, General Counsel
and Secretary
Date: June 18, 1998
- 4 -
EXHIBIT 4
THIRD CERTIFICATE OF AMENDMENT
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
CHIQUITA BRANDS INTERNATIONAL, INC.
TO: Secretary of State
State of New Jersey
Pursuant to the provisions of N.J.S. 14A:9-2(4) and 14A:9-
4(3) the undersigned corporation, Chiquita Brands International,
Inc. (the "Corporation"), executes the following Certificate of
Amendment to its Second Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation").
1. The name of the corporation is Chiquita Brands
International, Inc.
2. The Second Restated Certificate of Incorporation of the
Corporation is hereby amended as follows:
(a) The first paragraph of Section IV of the
Certificate of Incorporation is amended to change the
title of the "Capital Stock, par value $.33 per share,"
to "Common Stock, par value $.01 per share."
(b) The first paragraph of Section IV of the
Certificate of Incorporation is amended to increase the
aggregate authorized number of shares of Common Stock
which the corporation is authorized to issue from One
Hundred Fifty Million (150,000,000) shares to Two
Hundred Million (200,000,000) shares.
As so amended by the amendments described in paragraphs
2(a) and 2(b) above, the first paragraph of Section IV
of the Certificate of Incorporation shall read in its
entirety as follows:
"SECTION IV
The aggregate number of shares which the
Corporation is authorized to issue is 214,000,000
shares divided into:
(i) 200,000,000 shares of Common Stock, par
value $.01 per share ("Common Stock"),
(ii) 4,000,000 shares of Cumulative
Preference Stock, issuable in series, without
nominal or par value ("Series Preference Stock"),
and
(iii) 10,000,000 shares of Non-Voting
Cumulative Preferred Stock, issuable in series,
par value $1 per share ("Non-Voting Preferred
Stock").
The designations, preferences, rights and restrictions,
to the extent that the same have been determined, and
the manner of determining other designations,
preferences, rights and restrictions of each series of
Series Preference Stock and Non-Voting Preferred Stock
are set forth in this Section IV."
In addition, all references in the Certificate of
Incorporation of the Corporation referring to "Capital Stock"
shall be changed to read "Common Stock."
<PAGE>
(c) The Certificate of Incorporation of the
Corporation, is further amended to add a new Section
IX, to read in its entirety as follows:
"SECTION IX
Unless otherwise provided by law or by this
Certificate of Incorporation, any amendment to
this Second Restated Certificate of Incorporation,
as amended, adopted after June 1, 1998 shall be
adopted upon receiving the affirmative vote of a
majority of the votes cast by the holders of
shares entitled to vote thereon and, in addition,
if any class or series of shares is entitled to
vote thereon as a class, the affirmative vote of a
majority of the votes cast in each class vote."
3. The amendments set forth in this Certificate of
Amendment were duly adopted by the Shareholders of the
Corporation on May 13, 1998.
4. The total number of shares entitled to vote on each of
the amendments set forth above was 64,449,196. The
affirmative vote of two-thirds of the votes cast by the
holders of shares of Capital Stock, $.33 par value per
share, and $2.50 Convertible Preference Stock, Series
C, without par value, voting as a single class, was
required to adopt the foregoing amendments to the
Certificate of Incorporation of the Corporation.
5. (a) The total number of shares voted in favor of the
amendment set forth in paragraph 2(a) of this
Certificate of Amendment was 52,694,204 and the total
number of shares voted against the amendment was
641,842.
(b) The total number of shares voted in favor of the
amendment set forth in paragraph 2(b) of this
Certificate of Amendment was 51,698,392 and the total
number of shares voted against the amendment was
1,622,177.
(c) The total number of shares voted in favor of the
amendment set forth in paragraph 2(c) of this
Certificate was 45,526,233 and the total number of
shares voted against the amendment was 1,321,938.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Amendment to the Certificate of Incorporation this
13th day of May, 1998.
CHIQUITA BRANDS INTERNATIONAL, INC.
By:/s/ Robert W. Olson
________________________________
Robert W. Olson
Senior Vice President,
General Counsel and Secretary
EXHIBIT 5
FOURTH CERTIFICATE OF AMENDMENT
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
CHIQUITA BRANDS INTERNATIONAL, INC.
To: Secretary of State
State of New Jersey
Pursuant to the provisions of N.J.S. 14A:7-2(2) and 14A:9-1,
the undersigned corporation, Chiquita Brands International, Inc.
(the "Corporation"), executes the following Fourth Certificate of
Amendment to its Second Restated Certificate of Incorporation
(the "Certificate of Incorporation").
1. The name of the corporation is Chiquita Brands
International, Inc.
2. The following resolutions amending the Second Restated
Certificate of Incorporation, as amended, to reduce the
number of shares classified as $2.50 Cumulative
Preference Stock, Series C, was duly adopted by the
Executive Committee of the Board of Directors of the
Corporation as of the 6th day of March, 1998, pursuant
to the authority vested in the Board of Directors by
the Certificate of Incorporation, exercised on behalf
of the Board of Directors by the Executive Committee
pursuant to resolutions of the Board of Directors so
authorizing it to act:
RESOLVED, that the resolutions adopted by the
Executive Committee as of September 7, 1997, which
classified 100,000 shares of the Corporation's
Voting Cumulative Preference Stock as a new series
designated as $2.50 Convertible Preference Stock,
Series C ("Series C Preference Stock"), are hereby
modified to reduce the number of authorized shares
of Series C Preference Stock from 100,000 to
84,371 shares (being the total number of shares of
Series C Preference Stock currently outstanding).
RESOLVED, that the Corporation's Second Restated
Certificate of Incorporation, as amended, is
further amended as follows: the first paragraph of
Subsection F. of Section IV of such Certificate
titled "SPECIAL PROVISIONS APPLICABLE TO SERIES C
PREFERENCE STOCK" is amended to read in its
entirety as follows:
"SUBSECTION F. SPECIAL PROVISIONS
APPLICABLE TO SERIES C PREFERENCE STOCK
There is hereby established a series of
the Corporation's Voting Cumulative
Preference Stock, without nominal or par
value, which shall be designated "$2.50
Convertible Preference Stock, Series C"
("Series C Preference Stock") and shall
consist of Eighty Four-Thousand Three-Hundred
Seventy-One (84,371) shares, and no more.
The relative, participating, optional and
other special rights and the qualifications,
limitations and restrictions of the Series C
Preference Stock shall be as follows:"
RESOLVED, that the officers of the Corporation are
authorized to execute and file a Certificate of Amend-
ment with the New Jersey Secretary of State to effect
<PAGE>
such amendment and to do any and all other acts
necessary to effect this amendment.
3. The Certificate of Incorporation is hereby amended to
reduce the number of authorized shares of Series C
Preference Stock from 100,000 to 84,371 shares.
IN WITNESS WHEREOF, the undersigned has signed this Fourth
Certificate of Amendment to the Certificate of Incorporation this
26th day of May, 1998.
CHIQUITA BRANDS INTERNATIONAL, INC.
By:/s/ Robert W. Olson
________________________________
Robert W. Olson
Senior Vice President, General
Counsel and Secretary
