As filed with the Securities and Exchange Commission on December 23, 1999.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
___________________________
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8000
New Jersey 04-1923360
(State or other jurisdiction of IRS Employer Identification No.
incorporation or organization)
(Address of Principal Executive Offices)
____________________________
CHIQUITA SAVINGS AND INVESTMENT PLAN
_______________________
ROBERT W. OLSON, ESQ.
Senior Vice President, General Counsel
and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8804
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________________
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed
Maximum Proposed
Title Of Amount Offering Maximum
Securities To Be Price Aggregate Amount of
To Be Regis- Per Share Offering Registration
Registered tered <F1> Price <F1> Fee <F2>
______________ _________ _________ ___________ ____________
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $3.6875 $3,687,500 $973.50
$.01 par value shares
<FN>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
which is the subject of this Registration Statement.
<F1> Estimated solely for purposes of calculating the registration fee.
<F2> The registration fee has been calculated pursuant to Rule 457(c) based
on the average of the high and low prices of the Common Stock
reported on the New York Stock Exchange on December 16, 1999 of
$3.6875 per share.
</FN>
</TABLE>
This Registration Statement also relates to Form S-8 Registration
Statements Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671
of the Registrant.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement, being filed in accordance with General
Instruction E to Form S-8, incorporates by reference the contents of
Form S-8 Registration Statements Nos. 33-2241, 33-16801, 33-42733,
33-56572 and 333-39671.
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
Registration Statement.
(a) The latest annual report filed by each of the Company and
the Chiquita Savings and Investment Plan (the "Plan") pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act by the Company and the Plan since December 31,
1998.
(c) The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A/A (Amendment No. 1) filed on
June 18, 1998, including any amendment or report filed for the purpose
of updating such description.
In addition, all documents subsequently filed by each of the
Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing.
Item 5. Interests of Named Experts and Counsel
Robert W. Olson, Senior Vice President, General Counsel and Secretary
of the Company, has delivered an opinion with respect to the legality of
the shares of Common Stock issuable pursuant to the Chiquita Savings and
Investment Plan. Mr. Olson presently holds employee stock options to
purchase shares of the Company's Common Stock.
Item 8. Exhibits
Exhibit No. Description
___________ ___________________________________________________
5 Opinion of Counsel
23.1 Consent of Independent Auditors (Ernst & Young LLP)
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Company undertakes that it will submit or has submitted the
Chiquita Savings and Investment Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cincinnati, State of
Ohio, as of the 23rd day of December, 1999.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ Carl H. Lindner
___________________________________
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in
the capacities indicated, as of the 23rd day of December, 1999.
Signature Capacity
/s/Carl H. Lindner Chairman of the Board and
______________________ Chief Executive Officer
Carl H. Lindner
/s/Keith E. Lindner Vice Chairman of the Board
______________________
Keith E. Lindner
/s/Steven G. Warshaw Director, President, and
______________________ Chief Operating Officer
Steven G. Warshaw
/s/Fred J. Runk Director
______________________
Fred J. Runk
/s/ Jean Head Sisco Director
______________________
Jean Head Sisco
/s/William W. Verity Director
______________________
William W. Verity
/s/Oliver W. Waddell Director
______________________
Oliver W. Waddell
/s/Warren J. Ligan Senior Vice President and
______________________ Chief Financial Officer
Warren J. Ligan
/s/William A. Tsacalis Vice President and Controller
______________________ (Principal Accounting Officer)
William A. Tsacalis
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Employee Benefits Committee, the committee with responsibility for
administering the Chiquita Savings and Investment Plan, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, as of
December 23rd, 1999.
CHIQUITA SAVINGS AND INVESTMENT PLAN
By: /s/ Bryan M. Valentine
___________________________________________
Bryan M. Valentine
Chairman of the Employee Benefits Committee
<PAGE>
Exhibit 5
Exhibit 23.2
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8804
December 23, 1999
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Re: Chiquita Savings and Investment Plan
Dear Sirs:
I have acted as counsel to Chiquita Brands International, Inc.,
a New Jersey corporation ("Chiquita"), in connection with the registration
of an additional 1,000,000 shares of Chiquita's Common Stock, $.01 par
value (the "Additional Shares"), which may be issued pursuant to the Chiquita
Savings and Investment Plan (the "Plan").
I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary for purposes of
this opinion and, based upon such review, I am of the opinion that the
Additional Shares have been duly and validly authorized and, when issued,
transferred or sold in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 to be filed by Chiquita to effect
registration under the Securities Act of 1933 of the Additional Shares.
Very truly yours,
/s/ Robert W. Olson
RWO:rsp
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Chiquita Savings and Investment
Plan of our report dated February 9, 1999 with respect to the
consolidated financial statements and schedule of Chiquita Brands
International, Inc. included or incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cincinnati, Ohio
December 22, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
I appoint each of Robert W. Olson and William A. Tsacalis as my
attorneys-in-fact to: (a) sign a Form S-8 Registration Statement, registering
additional shares of Chiquita Brands International, Inc. Common Stock to be
issued pursuant to the Chiquita Savings and Investment Plan, and any
amendments (including post-effective amendments) to such Registration
Statement and (b) file such Registration Statement and amendments (with all
exhibits and related documents) with the Securities and Exchange Commission.
Executed pursuant to the requirements of the Securities Act of 1933,
on December 23, 1999 at Cincinnati, Ohio.
/s/Carl H. Lindner
____________________
Carl H. Lindner
/s/Keith E. Lindner
____________________
Keith E. Lindner
/s/Fred J. Runk
____________________
Fred J. Runk
/s/ Jean Head Sisco
____________________
Jean Head Sisco
/s/William W. Verity
____________________
William W. Verity
/s/Oliver W. Waddell
____________________
Oliver W. Waddell
/s/Steven G. Warshaw
____________________
Steven G. Warshaw
<PAGE>
