-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DIS4Ok2FylArMPWbQr81EyGVWoLC9jYi6o8oE7IN2Tl2Ffcvox9nM9eJsltYKRoj f87pN4syBlckeTB8e+Bj2w== 0000315066-94-001438.txt : 19940808 0000315066-94-001438.hdr.sgml : 19940808 ACCESSION NUMBER: 0000315066-94-001438 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940805 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31075 FILM NUMBER: 94541797 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 SC 13G/A 1 SCHEDULE 13G - 8-10-94 - CHIQUITA BRANDS INTERNATIONAL INCORPORATED SCHEDULE 13G Amendment No. 1 Chiquita Brands International Incorporated common stock Cusip # 170032106 Filing Fee: No Cusip # 170032106 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 255,565 Item 6: None Item 7: 1,526,192 Item 8: None Item 9: 1,526,192 Item 11: 3.07% Item 12: HC Cusip # 170032106 Item 1: Reporting Person - Edward C. Johnson 3d - (Tax ID: ###-##-####) Item 4: United States of America Item 5: None Item 6: None Item 7: 1,526,192 Item 8: None Item 9: 1,526,192 Item 11: 3.07% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Chiquita Brands International Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 250 East Fifth Street Cincinnati, OH 45202-5190 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 170032106 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 1,526,192 (b) Percent of Class: 3.07% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 255,565 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 1,526,192 (iv) shared power to dispose or to direct the disposition of: None Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G in connection with FMR Corp's beneficial ownership of the common stock of Chiquita Brands International Incorporated at July 31, 1994 is true, complete and correct. August 3, 1994 Date /s/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 1,202,469 shares or 2.42% of the common stock outstanding of Chiquita Brands International Incorporated ("the Company") as a result of acting as investment adviser to several investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of common stock of Chiquita Brands International Incorporated owned by the investment companies at July 31, 1994 included 725,269 shares of common stock resulting from the assumed conversion of 275,600 shares of the $2.875 Convertible Preferred Stock (2.6316 shares of common stock for each share of the $2.875 Convertible Preferred Stock) and 8,300 shares of common stock resulting from the assumed conversion of 8,300 shares of the Cumulative Preferred Stock (1 share of common stock for each share of the Cumulative Preferred Stock). Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 1,202,469 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 323,723 shares or 0.65% of the common stock outstanding of the company as a result of its serving as investment manager of the institutional account(s). The number of shares of common stock of Chiquita Brands International Incorporated owned by the institutional account(s) at July 31, 1994 included 263,423 shares of common stock resulting from the assumed conversion of 100,100 shares of the $2.875 Convertible Preferred Stock described above. FMR Corp., through its control of Fidelity Management Trust Company, has sole dispositive power over 323,723 shares and sole power to vote or to direct the voting of 255,565 shares, and no power to vote or to direct the voting of 68,158 Shares of common stock owned by the institutional account(s) as reported above. Edward C. Johnson 3d owns 24.9% of the outstanding voting common stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR Corp. Various Johnson family members and trusts for the benefit of Johnson family members own FMR Corp. voting common stock. These Johnson family members, through their ownership of voting common stock, and the execution of a family shareholders' voting agreement, form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(e) AGREEMENT The undersigned persons, on August 3, 1994, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Chiquita Brands International Incorporated at July 31, 1994. FMR Corp. By /s/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Fidelity Management & Research Company By /s/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----