SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest
Event Reported): June 4, 1999
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in 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, 2, 3, 4, 6 and 8 are not applicable and are
omitted from this report.
ITEM 5. OTHER EVENTS.
The Company is making this filing in order to place the
information contained herein on file with the Securities and
Exchange Commission under the Securities Exchange Act of
1934. Reference is made to the Company's June 4, 1999 News
Release relating to its public offering of senior debt,
attached as Exhibit 99.1. In connection with its public
offering, it is filing the attached Exhibit 12.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
12 Computation of Ratio of Earnings to Fixed Charges
99.1 News Release of the Company issued June 4, 1999.
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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: June 7, 1999 CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/William A. Tsacalis
--------------------------
William A. Tsacalis
Vice President and Controller
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Exhibit 12
<TABLE>
CHIQUITA BRANDS INTERNATIONAL, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIO AMOUNTS)
<CAPTION>
Three Months Ended Year Ended
March 31 December 31
---------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999 1998 1998 1997 1996 1995 1994
------- ------ ------ ------ ------ ------ ------
Earnings:
Income (loss) from
continuing operations
before income taxes $ 52,908$ 45,078 $ (9,912)$ 8,543$ (16,728)$ 41,869$(70,811)
Interest expense 26,693 27,999 108,757 108,913 130,232 163,513 167,464
Portion of rentals
representing
interest cost 11,363 11,493 43,634 38,418 32,268 43,464 45,097
Amortization of
capitalized interest 1,012 1,000 4,022 3,977 3,930 4,158 4,043
Undistributed share of
income of
less-than-fifty-percent-
owned investees (336) (1,205) (4,723) (2,540) (274) (2,963) (4,110)
-----------------------------------------------------------------
$ 91,640$ 84,365 $141,778$157,311 $149,428 $250,041$141,683
======= ======= ======= ======= ======= ======= =======
Fixed charges:
Interest expense $26,693 $27,999 $108,757$108,913 $130,232$163,513$167,464
Capitalized interest 180 - - 900 900 1,000 700 3,900
Portion of rentals
representing
interest cost 11,363 11,493 43,634 38,418 32,268 43,464 45,097
-----------------------------------------------------------------
$ 38,236$ 39,492 $153,291$148,231$ 163,500$207,677$216,461
======= ======= ======= ======= ======= ======= =======
Ratio of earnings
to fixed charges 2.40 2.14 (a) 1.06 (a) 1.20 (a)
</TABLE>
______________
(a) Fixed charges exceeded earnings by $11,513 in 1998, $14,072 in 1996 and
$74,778 in 1994.
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Exhibit 99.1
CHIQUITA
[Logo] BRANDS
INTERNATIONAL
- -------------------------------------------------------------
NEWS RELEASE
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES DEBT OFFERING
CINCINNATI, OHIO, June 4, 1999 -- Chiquita Brands
International, Inc. announced today that it plans to offer
the following securities under an effective shelf
Registration Statement:
- $125 million of Senior Notes due 2009; and
- Euro 75 million of Senior Notes due 2009.
Proceeds from the sale of the dollar senior notes and euro
senior notes will be used primarily to repay outstanding debt
of the Company and its subsidiaries and for other general
corporate purposes. Neither one of these offerings is
dependent upon the completion of the other offering.
Lehman Brothers and Salomon Smith Barney are joint book-
running managers for the dollar senior notes offering.
Salomon Smith Barney International and Warburg Dillon Read
are joint book-running managers for the euro senior notes
offering.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy these securities. Any offer
is made only by the prospectus and related prospectus
supplements, copies of which can be obtained from the
underwriters listed above and such other dealers as may
lawfully offer these securities.
Chiquita is a leading international marketer, producer and
distributor of quality fresh fruits and vegetables and
processed foods.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Michael B. Sims
Vice President, Investor Relations
(513) 784-6366
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