SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
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
April 28, 2000
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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 (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).
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CUSIP No. 170032106 Page 2 of 5
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 5,328,250*
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 Shared Voting Power 0
OWNED BY -----------------------------------------------------------------
EACH 9 Sole Dispositive Power 5,328,250*
REPORTING -----------------------------------------------------------------
PERSON 10 Shared Dispositive Power 0
WITH -----------------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
5,328,250*
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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) 8.02%*
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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>
CUSIP No. 170032106 Page 3 of 5
This Amendment No. 1 (the "Amendment") amends and supplements
the Schedule 13D filed with the Securities and Exchange Commission 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"), 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 the
Amendment and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
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.
Item 5. Interest in Securities of the Issuer
Items 5(a) - (c) 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,
5,328,250 shares of Chiquita Common Stock, representing 8.02% 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 March 15, 2000 by the Issuer in its Annual
Report on Form 10-K for the period ended December 31, 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 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 March 15, 2000 by the Issuer in its Annual Report on Form 10-K
for the period ended December 31, 1999.
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CUSIP No. 170032106 Page 4 of 5
(c) Since the filing of the Schedule 13D, CFC has purchased
988,350 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 within the last 60 days, 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
---- ---------------------- ---------------
March 14, 2000 4,500 $4.00
March 15, 2000 5,700 $4.00
March 23, 2000 200,000 $4.19
March 24, 2000 21,100 $4.13
March 27, 2000 7,500 $4.00
April 28, 2000 330,000 $3.75
Within the last 60 days, the Lewis Navarro Family has not
acquired or disposed of any shares of Chiquita Common Stock.
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CUSIP No. 170032106 Page 5 of 5
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: May 1, 2000
CONSOLIDATED FRUIT
CORPORATION (BVI) LTD.
By: /s/ Samuel Lewis Navarro
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Name: Samuel Lewis Navarro
Title: President
