<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 40)
Chiquita Brands International, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
170032-10-6
-------------------
(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 5
------------------------------------------------------
(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 Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 16Pages
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CUSIP NO. 170032-10-6 13D Page 2 of 17 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1544320
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 170032-10-6 13D Page 3 of 17 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5, CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
2,109,385 (See Item 5)
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
2,123,785 (See Item 5)
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
26,120,080 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 170032-10-6 13D Page 4 of 17 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 170032-10-6 13D Page 5 of 17 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
---
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 170032-10-6 13D Page 6 of 17 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
---
8 SHARED VOTING POWER
23,996,295 (See Item 5)
9 SOLE DISPOSITIVE POWER
---
10 SHARED DISPOSITIVE POWER
23,996,295 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,996,295 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 40 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial" or "AFG"),
American Financial Corporation ("AFC"), and Carl H. Lindner, Carl
H. Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the "Lindner Family") (AFG, AFC and the Lindner
Family are collectively referred to as the "Reporting Persons"),
to amend and update the Schedule 13D most recently amended on
February 13, 1998, relative to the common stock par value $.01
per share ("Common Stock") issued by Chiquita Brands
International, Inc. ("Chiquita").
The principal executive offices of Chiquita are located at
250 East Fifth Street, Cincinnati, Ohio 45202. All capitalized
terms not otherwise defined herein shall have the meanings
assigned to them in the Schedule 13D, as amended. Items not
included in this amendment are either not amended or are not
applicable.
As of February 28, 1999, the Lindner Family beneficially
owned approximately 33% of the outstanding common stock of AFG
and AFG beneficially owned all of the common stock of AFC
(approximately 79% of AFC's outstanding voting equity
securities). Through their ownership of common stock of American
Financial and their positions as directors and executive officers
of American Financial and AFC, the members of the Lindner Family
may be deemed to be controlling persons with respect to American
Financial and AFC.
Item 3. Source and Amount of Funds or Other Consideration.
During the period from February 18, 1999 through March 16,
1999, the Reporting Persons had acquired beneficial ownership of
an aggregate of 1,885,700 shares of Chiquita Common Stock through
open market purchases. All such purchases were made with funds
available for investment aggregating approximately $20.1 million.
Item 4. Purpose of the Transaction.
The Reporting Persons consider their beneficial ownership of
Chiquita equity securities as an investment which they continue
to evaluate. From time to time the Reporting Persons may acquire
additional Chiquita equity securities or dispose of some or all
of the Chiquita equity securities which they beneficially own.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
As of March 16, 1999, the Reporting Persons beneficially
owned 26,120,080 shares (or approximately 39.7% of the
outstanding shares) of Chiquita Common Stock as follows:
Holder Number of Shares
--------------- ----------------
Carl H. Lindner 2,123,785*
AAG 2,672,572
AAL 24,649
ACC 1,000,000
ADSLIC 29,065
AEIC 75,717
AESIC 63,705
AESLIC 959,447
AFC 884,470
AGR 25,574
ANF 41,217
APU 600,000
ASI 73,134
EPI 37,238
GAI 13,949,346
INFIN 400,000
MCC 563,755
OSC 58,561
SHIC 5,135
SIC 1,796,473
TICO 18,227
TRANS 118,010
WIC 600,000
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TOTAL 26,120,080
==========
*Includes 14,400 shares issuable pursuant to employee stock
options exercisable within sixty days.
AAG = American Annuity Group, Inc. (c)
AAL = American Alliance Insurance Company (a)
ACC = Atlanta Casualty Company (b)
ADSLIC = American Dynasty Surplus Lines Insurance Company (a)
AEIC = American Empire Insurance Company (a)
AESIC = Agricultural Excess and Surplus Insurance Company (a)
AESLIC = American Empire Surplus Lines Insurance Company (a)
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AGR = Agricultural Insurance Company (a)
ANF = American National Fire Insurance Company (a)
APU = American Premier Underwriters, Inc. (b)
ASI = American Spirit Insurance Company (a)
EPI = Eden Park Insurance Company (a)
GAI = Great American Insurance Company ("GAI") (b)
INFIN = Infinity Insurance Company (b)
MCC = Mid-Continent Casualty Company (a)
OSC = Oklahoma Surety Company (a)
SHIC = Seven Hills Insurance Company (a)
SIC = Stonewall Insurance Company (a)
TICO = TICO Insurance Company (a)
TRANS = Transport Insurance Company (a)
WIC = Windsor Insurance Company (b)
(a) 100% owned subsidiaries of GAI
(b) 100% owned subsidiary of AFC
(c) 82% owned subsidiary of AFG
Each company listed above shares with the Reporting Persons
the power to vote or to direct the voting of, and the power to
dispose or to direct the disposition of, the Chiquita Common
Stock held by such company.
As of March 16, 1999, and within the prior 60 day period,
the Reporting Persons have entered into the following
transactions involving Chiquita Common Stock:
Date Reporting Person Shares Purchased Price/Share
---- ---------------- ---------------- -----------
2/18/99 CHL 10,000 $8.687
2/18/99 CHL 90,000 $9.000
2/19/99 CHL 4,000 $8.926
2/24/99 CHL 49,000 $8.250
2/24/99 CHL 9,000 $8.562
3/5/99 CHL 22,000 $9.875
3/5/99 CHL 18,000 $10.000
3/5/99 CHL 17,700 $10.125
3/5/99 CHL 7,300 $10.250
3/5/99 CHL 4,500 $10.312
3/5/99 CHL 15,000 $10.375
3/5/99 CHL 111,200 $10.500
3/8/99 CHL 25,000 $9.935
3/9/99 CHL 50,000 $9.810
3/10/99 CHL 6,000 $10.125
3/10/99 CHL 1,000 $10.125
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3/10/99 CHL 2,000 $10.187
3/11/99 CHL 25,000 $10.062
3/11/99 CHL 21,000 $10.125
3/11/99 CHL 10,000 $10.187
3/11/99 CHL 30,000 $10.250
3/12/99 CHL 34,200 $10.000
3/12/99 CHL 2,500 $10.062
3/12/99 CHL 10,500 $10.125
3/12/99 CHL 61,300 $10.250
3/12/99 CHL 1,900 $10.375
3/12/99 CHL 1,000 $10.473
3/12/99 CHL 203,300 $10.562
3/12/99 CHL 20,000 $10.625
3/12/99 CHL 146,300 $10.750
3/12/99 CHL 300 $10.187
3/12/99 CHL 118,700 $10.875
3/15/99 CHL 5,300 $10.750
3/15/99 CHL 13,400 $10.812
3/15/99 CHL 115,400 $10.875
3/15/99 CHL 168,000 $10.937
3/15/99 CHL 15,000 $11.000
3/15/99 CHL 40,900 $11.062
3/16/99 CHL 1,000 $10.875
3/16/99 CHL 27,500 $10.937
3/16/99 CHL 29,000 $11.000
3/16/99 CHL 46,500 $11.187
3/16/99 CHL 1,000 $11.250
3/16/99 CHL 1,600 $11.312
3/16/99 CHL 11,100 $11.937
3/16/99 CHL 13,300 $11.437
3/16/99 CHL 83,100 $11.500
3/16/99 CHL 7,700 $11.562
3/16/99 CHL 30,000 $11.625
3/16/99 CHL 5,100 $11.750
3/16/99 CHL 83,300 $11.875
3/16/99 CHL 2,100 $11.937
3/16/99 CHL 57,700 $12.000
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At March 16, 1999, certain officers and directors of AFG and
AFC beneficially owned shares of Chiquita Common Stock.
Holder Number of Shares*
Fred J. Runk 142,581
Thomas E. Mischell 67,500
Robert C. Lintz 5,000
Theodore H. Emmerich 1,000
* Includes options exercisable within 60 days.
In addition, certain of these officers and directors are
participants in the Chiquita Savings and Investment Plan. Shares
held in the Plan are voted by the Plan trustees.
Fred J. Runk, Senior Vice President and Treasurer of AFG,
purchased 161 shares of Chiquita Common Stock at $9.91 on January
27, 1999 and 321 shares of Chiquita Common Stock at $9.59 on
February 4, 1999. As of March 16, 1999, and within the past 60
days, to the best knowledge and belief of the undersigned and
other than as set forth herein, no transactions involving
Chiquita Common Stock had been engaged in by the Reporting
Persons, by AFG's or AFC's directors or executive officers.
Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(2) Powers of Attorney executed in connection with
filings under the Securities Exchange Act of 1934, as
amended.
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: March 18, 1999 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
-----------------------------------
James C. Kennedy, Deputy General
Counsel and Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
----------------------------------
James C. Kennedy, Deputy General
Counsel and Secretary
James C. Kennedy
----------------------------------
James C. Kennedy, As
Attorney-in-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
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Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and between American Premier Group, Inc. ("American Premier") and
American Financial Corporation ("AFC"), both Ohio corporations,
located at One East Fourth Street, Cincinnati, Ohio 45202, and
Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig
Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual,
the business address of each is One East Fourth Street,
Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred
to herein collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier
owns 100% of the common stock of AFC and the Lindner Family
beneficially owns approximately 49.9% of American Premier's
outstanding Common Stock and each member of the Lindner Family is
a director and executive officer of American Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the
beneficial owner of securities held by AFC and its subsidiaries
pursuant to Regulation Section 240.13d-3 promulgated under the
Securities Exchange Act of 1934, as amended;
WHEREAS, American Premier and AFC and their subsidiaries
from time to time must file statements pursuant to certain
sections of the Securities Exchange Act of 1934, as amended,
concerning the ownership of equity securities of public
companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and
the Lindner Family, do hereby agree to file jointly with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by or on behalf of American Premier,
AFC or any of their subsidiaries pursuant to Section 13(d),
13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934,
as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By: /s/ James E. Evans
James E. Evans
Vice President & General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
/s/ Carl H. Lindner III
Carl H. Lindner III
/s/ S. Craig Lindner
S. Craig Lindner
/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 2
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as Chairman of the
Board of Directors and Chief Executive Officer of American
Financial Group, Inc. or as a director or executive officer of
any of its subsidiaries and to file with the Securities and
Exchange Commission any schedules or other filings or amendments
thereto made by me or on behalf of American Financial Group, Inc.
or any of its subsidiaries pursuant to Sections 13(d), 13(f),
13(g), 14(d) and 16(a) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner
-----------------------------------
Carl H. Lindner
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POWER OF ATTORNEY
-----------------
I, Carl H. Lindner III, do hereby appoint James C. Kennedy
and Karl J. Grafe, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as an
officer or director of American Financial Group, Inc. or as a
director or executive officer of any of its subsidiaries and to
file with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by me or on behalf of
American Financial Group, Inc. or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner III
-----------------------------------------
Carl H. Lindner III
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POWER OF ATTORNEY
-----------------
I, S. Craig Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ S. Craig Lindner
-----------------------------------------
S. Craig Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Keith E. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, or either of them, as my true and lawful attorneys-
in-fact to sign on my behalf individually and as an officer or
director of American Financial Group, Inc. or as a director or
executive officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Group, Inc. or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Keith E. Lindner
-----------------------------------------
Keith E. Lindner
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