SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3
Under the Securities Exchange Act of 1934
Chiquita Brands International, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
170032106
(CUSIP Number)
Juan Carlos Fabrega
Executive Vice President
Consolidated Fruit Corporation (BVI) Ltd.
Avenida Federico Boyd
No. 431
Panama City
Panama
(507) 269-3299
(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
November 1, 2000
(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. Seess. 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 (the "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).
<PAGE>
SCHEDULE 13D/A
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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 6,585,850*
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power 0
OWNED BY ---------------------------------------------------------------
EACH 9 Sole Dispositive Power 6,585,850*
REPORTING ---------------------------------------------------------------
PERSON 10 Shared Dispositive Power 0
WITH
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
6,585,850*
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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) 9.89%*
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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.
<PAGE>
This Amendment No. 3 (this "Third Amendment") amends and
supplements the Schedule 13D filed with the Securities and Exchange Commission
(the "SEC") on December 27, 1999 (the "Schedule 13D") by Consolidated Fruit
Corporation (BVI) Ltd., a corporation organized under the laws of the British
Virgin Islands ("CFC"), the Schedule 13D/A filed with the SEC on May 1, 2000
(the "First Amendment") and the Schedule 13D/A filed with the SEC on October 23,
2000 (the "Second Amendment"), and is filed to reflect information required by
Rule 13d-2 under the Securities Exchange Act of 1934, as amended, with respect
to the common stock, par value $.01 per share (the "Chiquita Common Stock"), of
Chiquita Brands International, Inc., a New Jersey corporation (the "Issuer").
Capitalized terms used in this Third Amendment and not otherwise defined herein
have the meanings ascribed to such terms in the Schedule 13D, as amended by the
First Amendment and the Second Amendment.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to read in its entirety as follows:
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 the
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").
The remainder of the Cash Contribution not used to purchase a
portion of the shares of Chiquita Common Stock which were the subject of the
Schedule 13D was used by CFC to purchase 400,550 shares of Chiquita Common Stock
acquired by CFC after the filing of the Schedule 13D. The remaining 587,800
shares of Chiquita Common Stock acquired by CFC after the filing of the Schedule
13D were purchased through a margin account maintained by CFC. The 812,600
shares of Chiquita Common Stock acquired by CFC after the filing of the First
Amendment and the 445,000 shares of Chiquita Common Stock acquired by CFC after
the filing of the Second Amendment were also purchased through a margin account
maintained by CFC. The margin account maintained by CFC has been funded through
equal capital contributions by the Investors.
Item 4. Purpose of the Transaction
Item 4 is hereby amended by adding the following paragraph to the
end thereof:
In a letter to the Issuer (the "Request Letter"), dated November
1, 2000, CFC's counsel, on behalf of CFC, requested the right to inspect certain
books, records and other documents of the Issuer, including certain material
contracts of the Issuer and a list of the record and beneficial owners of
Chiquita Common Stock. This request by CFC was made for the purpose of further
assessing the strategic direction of the Issuer's business and operations, the
performance of the Issuer's existing management, the ability of existing
management to create value for the Issuer's shareholders and other possible
means of creating value for the Issuer's shareholders, including a possible
transaction with CFC, and to explore communications with other shareholders of
the Issuer regarding their common interests as shareholders of the Issuer,
including the foregoing matters. Any such communication would be made in
compliance with the Securities Exchange Act of 1934, as amended, the rules and
regulations thereunder and all other applicable laws.
<PAGE>
Concurrently with CFC's delivery of the Request Letter to the
Issuer, CFC sent a letter to Mr. Carl Lindner, as Chairman of the Board of
Directors of the Issuer (the "Board"), informing Mr. Lindner and the Board of
the Request Letter and of CFC's desire to engage in discussions with
representatives of the Issuer, AFG or the Lindners intended to explore various
options for enhancing shareholder value.
Item 5. Interest in Securities of the Issuer
Items 5(a) - (b) are hereby amended to read in their entirety as
follows:
(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,
6,585,850 shares of Chiquita Common Stock, representing 9.89% of the outstanding
shares of Chiquita Common Stock. The shares of Chiquita Common Stock 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 July 31, 2000 by the Issuer in its Quarterly
Report on Form 10-Q for the period ended June 30, 2000.
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 approximately 0.1% 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 July 31, 2000 by the Issuer in its Quarterly Report on Form
10-Q for the period ended June 30, 2000.
Item 5(c) is hereby amended by adding the following paragraphs to
the end thereof:
Since the filing of the Second Amendment, CFC has purchased
445,000 shares of Chiquita Common Stock. The following table sets forth
information concerning the shares of Chiquita Common Stock purchased by CFC in
open market purchases since the date of the Second Amendment, including the date
of each such purchase, the number of shares of Chiquita Common Stock purchased
on each such date and the price per share of Chiquita Common Stock for each such
purchase:
Number of
Shares of Chiquita
Date Common Stock Purchased Price Per Share
---- ---------------------- ---------------
October 23, 2000 8,000 $1.94
October 24, 2000 237,000 $2.06
October 25, 2000 200,000 $2.06
Within the last 60 days, the Lewis Navarro Family has not acquired
or disposed of any shares of Chiquita Common Stock.
Item 7. Materials to be Filed as Exhibits
Exhibit A - Letter to Mr. Carl Lindner, Chairman of the Board of
Directors of Chiquita Brands International, Inc., dated
November 1, 2000.
<PAGE>
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: November 1, 2000
CONSOLIDATED FRUIT
CORPORATION (BVI) LTD.
By: /s/ Juan Carlos Fabrega
-------------------------------------
Name: Juan Carlos Fabrega
Title: Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit A - Letter to Mr. Carl Lindner, Chairman of the Board of
Directors of Chiquita Brands International, Inc., dated
November 1, 2000.
<PAGE>
Exhibit A
Consolidated Fruit Corporation (BVI) Ltd.
Avenida Federico Boyd
No. 431
Panama City, Panama
November 1, 2000
VIA TELECOPIER AND FEDERAL EXPRESS
Board of Directors of
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
Attention: Mr. Carl H. Lindner,
Chairman of the Board
We are writing this letter to inform you that today, we have sent
a letter to Mr. Robert W. Olson, Secretary of Chiquita Brands International,
Inc. ("Chiquita"), requesting certain information, including a complete record
of the shareholders of Chiquita, as of the most recent available date.
As you know, Consolidated Fruit Corporation (BVI) Ltd. is the
holder of over 9% of Chiquita's outstanding common stock.
We have made this request for the purpose of further assessing the
strategic direction of Chiquita's business and operations, the performance of
Chiquita's existing management, the ability of existing management to create
value for Chiquita's shareholders and other possible means of creating value for
Chiquita's shareholders, including a possible transaction with Consolidated
Fruit, and to explore communications with other shareholders of Chiquita
regarding our common interests as shareholders of Chiquita, including the
foregoing matters.
Very truly yours,
CONSOLIDATED FRUIT
CORPORATION (BVI) LTD.
By /s/ Juan Carlos Fabrega
---------------------------------
Name: Juan Carlos Fabrega
Title: Executive Vice President
