SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Chiquita Brands International, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
170032106
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(CUSIP Number)
Samuel Lewis Navarro
President
Consolidated Fruit Corporation (BVI) Ltd.
Avenida Federico Boyd
No. 431
Panama City
Panama
(507) 269-3299
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices)
With a Copy to:
Spencer D. Klein, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
December 15, 1999
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss.240.13d-1(g), check
the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 170032106 Page 2 of 8 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Consolidated Fruit Corporation (BVI) Ltd.
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2 Check the Appropriate Box if a Member of a Group
(a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions) 00
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). |_|
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6 Citizenship or Place of Organization British Virgin Islands
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NUMBER OF 7 Sole Voting Power 4,339,900*
SHARES
BENEFICIALLY 8 Shared Voting Power 0
OWNED BY
EACH
REPORTING 9 Sole Dispositive Power 4,339,900*
PERSON
WITH 10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,339,900*
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
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13 Percent of Class Represented by Amount in Row (11) 6.6%*
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14 Type of Reporting Person (See Instructions) CO
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* Does not include 67,700 shares of Chiquita Common Stock owned by the Lewis
Navarro Family for which CFC disclaims beneficial ownership.
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Chiquita Common Stock"), of
Chiquita Brands International, Inc., a New Jersey corporation (the "Issuer").
The principal executive offices of the Issuer are located at 250 East Fifth
Street, Cincinnati, Ohio 45202.
Item 2. Identity and Background
The name of the person filing this statement is Consolidated Fruit
Corporation (BVI) Ltd., a corporation organized under the laws of the British
Virgin Islands ("CFC"). CFC is a holding company formed solely for the purpose
of holding shares of Chiquita Common Stock. CFC currently has no principal
business or operations other than the ownership of Chiquita Common Stock and
operations incidental thereto. The address of CFC's principal business and CFC's
principal office is Avenida Federico Boyd, No. 431, Panama City, Panama.
Set forth in Schedule I is the name, citizenship, business or residence
address and present principal occupation or employment, as well as the name and
address of any corporation or other organization in which such occupation or
employment is conducted, of each of the directors and executive officers of CFC.
During the last five years, neither CFC nor, to the knowledge of CFC,
any person named in Schedule I, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the last five years, neither CFC nor, to the knowledge of CFC,
any person named in Schedule I, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Contribution Agreement, dated December 15, 1999, among
Banistmo Capital Market Group Inc., a corporation organized under the laws of
Panama ("Banistmo"), ELPV, a corporation organized under the laws of Panama
("ELPV") and Daza Corporation, a corporation organized under the laws of British
Virgin Islands ("Daza" and, together with Banistmo and ELPV, the "Investors"),
the Investors collectively contributed to CFC an aggregate of 3,210,300 shares
of Chiquita Common Stock and cash (the "Cash Contribution"). A portion of the
Cash Contribution was used by CFC to purchase the remaining 1,129,600 shares of
Chiquita Common Stock owned by CFC.
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Samuel Lewis Navarro, President and a director of CFC, together with
certain members of his family and certain family controlled entities (the "Lewis
Navarro Family") beneficially own 1.0% of the outstanding Chiquita Common Stock.
The Lewis Navarro Family has acquired all such shares of Chiquita Common Stock
with personal funds.
Item 4. Purpose of Transaction
The Investors each acquired the Chiquita Common Stock ultimately
contributed to CFC for the purpose of making an investment in the Issuer and CFC
acquired such shares and the additional shares reported in this Schedule for the
purpose of making an investment in the Issuer. At no time prior to December 15,
1999 have the Investors and CFC, either individually or in the aggregate, owned
in excess of 5% of the outstanding shares of Chiquita Common Stock. In response
to the continuously declining value of Chiquita Common Stock, representatives of
the Investors have in the past approached representatives of the Issuer,
American Financial Group, Inc. ("AFG"), the direct parent of the Issuer, and
members of the Lindner family (the "Lindners"), AFG's controlling stockholders,
to discuss various options for enhancing stockholder value. CFC was formed to
facilitate such discussions.
On several occasions, CFC, either directly through its stockholders or
indirectly through its counsel, engaged in preliminary discussions with
representatives of the Issuer, AFG or the Lindners intended to explore various
options for enhancing stockholder value. CFC was prepared to discuss options
which included a possible acquisition, business combination, joint venture or
other strategic transaction with the Issuer. Such discussions have not proceeded
past a very preliminary stage. During CFC's most recent discussions with AFG,
representatives of AFG made CFC aware that the Issuer may consider initiating an
auction process that might result in a sale of the Issuer. CFC was invited to
participate in such process. CFC does not know whether the Issuer is in fact
initiating an auction process or the timing or scope of such auction.
CFC intends to continuously review its investment in the Issuer on the
basis of various factors, including the Issuer's business and financial
condition, results of operations and prospects, general economic and industry
conditions, the securities markets in general and those for the Issuer's
securities in particular, public announcements by the Issuer or AFG elaborating
on the intention to pursue a possible sale of the Issuer as well as other
developments and other investment opportunities. Based upon such review, CFC
will take such actions in the future as CFC may deem appropriate in light of the
circumstances existing from time to time, which may include participating in a
process, if any, conducted by AFG or attempting to enter into an alternative
strategic transaction with the Issuer. In any event, if CFC believes that
further investment in the Issuer is attractive, whether because of the market
price of the Issuer's securities or otherwise, it may acquire additional shares
of Chiquita Common Stock or other securities of the Issuer either in the open
market or in privately negotiated transactions. Similarly, depending on market
and other factors, CFC may determine to dispose of some or all of the Chiquita
Common Stock which it currently owns or which it may later acquire, either in
the open market or in privately negotiated transactions.
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Based upon its continuous review of its investment in the Issuer
described above, CFC may in the future determine to make additional proposals to
acquire control of all or substantially all of the voting capital stock of the
Issuer or otherwise engage in a business combination with the Issuer. However,
CFC has not currently formulated any definitive plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer, (b) an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
The Lewis Navarro Family acquired Chiquita Common Stock for investment
purposes. Based upon the Lewis Navarro Family's continuous review of its
investment in the Issuer, the Lewis Navarro Family may, if the Lewis Navarro
Family believes that further investment in the Issuer is attractive, whether
because of the market price of the Issuer's securities or otherwise, acquire
additional shares of Chiquita Common Stock or other securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Lewis Navarro Family may determine to
dispose of some or all of the Chiquita Common Stock which it currently owns or
which it may later acquire, either in the open market or in privately negotiated
transactions. The Lewis Navarro Family has not currently formulated any
definitive plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition of
control of the Issuer by any person, (h) causing a class of the Issuer's
securities to be deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration or (j) any action
similar to any of those enumerated above. CFC hereby disclaims beneficial
ownership of the shares of Chiquita Common Stock owned by the Lewis Navarro
Family.
Item 5. Interest in Securities of the Issuer
(a)-(b) CFC is the sole beneficial owner of, and has the sole power to
vote or to direct the vote or dispose or direct the disposition of, 4,339,900
shares of Chiquita Common Stock, representing 6.6% of the outstanding shares of
Chiquita Common Stock. The shares of Chiquita Common Stock
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owned by CFC do not include the 67,700 shares of Chiquita Common Stock owned by
the Lewis Navarro Family for which CFC disclaims beneficial ownership. The
calculation of the foregoing percentage is based on the number of shares of
Chiquita Common Stock disclosed as outstanding on November 1, 1999 by the Issuer
in its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1999.
The Lewis Navarro Family beneficially owns, and has the sole power to
vote or to direct the vote or dispose or direct the disposition of, 67,700
shares of Chiquita Common Stock, representing 1.0% of the outstanding shares of
Chiquita Common Stock. The calculation of the foregoing percentage is based on
the number of shares of Chiquita Common Stock disclosed as outstanding on
November 1, 1999 by the Issuer in its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999.
(c) Within the last 60 days, pursuant to the Contribution Agreement,
CFC acquired (on December 15, 1999) 3,210,300 shares of Chiquita Common Stock
and the Cash Contribution in exchange for shares of Common Stock, par value
$1.00 per share, of CFC. On December 15, 1999, December 16, 1999, December 17,
1999, December 20, 1999, December 21, 1999, December 22, 1999 and December 23,
1999, CFC acquired 145,000, 202,000, 202,000, 175,000, 7,000, 38,000 and 360,600
shares of Chiquita Common Stock, respectively, at a price of $3.42, $3.78,
$4.06, $4.11, $4.19, $4.19 and $4.19 per share, respectively.
Within the last 60 days, the Lewis Navarro Family has not acquired or
disposed of any shares of Chiquita Common Stock.
(d) No person other than CFC is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Chiquita Common Stock purchased by CFC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any Securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantors of profit, division of profit or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Not applicable.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 27, 1999
CONSOLIDATED FRUIT
CORPORATION (BVI) LTD.
By: /s/ Samuel Lewis Navarro
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Name: Samuel Lewis Navarro
Title: President
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
OF CONSOLIDATED FRUIT CORPORATION (BVI) LTD.
The name, business address and title with CFC and present
principal occupation or employment, of each of the directors and executive
officers of CFC, as well as the citizenship of each such individual, are set
forth below.
Present Principal Occupation
Name and Title Including Name of Employer
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Samuel Lewis Navarro President of Empaques De Colon
(President and Director) Avenida Federico Boyd
No. 431
Panama City
Panama
Citizenship: Panamanian
Juan Carlos Fabrega Roux General Manager of Banistmo Securities Inc.
(Secretary and Director) 50th & 77th Street
San Francisco
Panama City
Panama
Citizenship: Panamanian
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