-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HASZNdNGUrZEvyKT1s4FsDOPgAFquusCYdSqudGLNmjOzSOWIyCoZ2waOlLkJL7l 497lta7J6Fd1wV2kQHbgcQ== 0000101063-05-000034.txt : 20050611 0000101063-05-000034.hdr.sgml : 20050611 20050602144924 ACCESSION NUMBER: 0000101063-05-000034 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 FILED AS OF DATE: 20050602 DATE AS OF CHANGE: 20050602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848880 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZALLA JEFFREY M CENTRAL INDEX KEY: 0001202015 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 05873521 MAIL ADDRESS: STREET 1: 250 EAST FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 3/A 1 primary_doc.xml PRIMARY DOCUMENT X0202 3/A 2005-06-01 2005-06-02 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC cqb 0001202015 ZALLA JEFFREY M 250 EAST FIFTH ST CINCINNATI OH 45202 0 1 0 0 Senior Vice President & CFO Common Stock 9305 D Common Stock 70 I By 401 (k) Plan Employee Stock Option (right to buy) 16.97 2012-05-09 Common Stock 37500 D Employee Stock Option (right to buy) 16.92 2012-05-30 Common Stock 37500 D Warrants to Subscribe for Shares of Common Stock 19.23 2002-03-19 2009-03-19 Common Stock 443 D Warrants to Subscribe for Shares of Common Stock 19.23 2009-03-19 Common Stock 667 I By 401 (k) Plan Note 1: Table I, Item 2. 1,576 shares of the total reported are subject to a Restricted Stock Award ("Award") granted February 25, 2005 under the Company's Long-Term Incentive Program (the "LTIP") which is part of the Chiquita 2002 Stock Option and Incentive Plan (the "Plan"). The shares granted under this award will vest on January 1, 2006 as long as the reporting person is employed by the Company or any of the company's subsidiaries on the vesting date. Vesting of the Award may be accelerated under certain circumstances, including a Change of Control or termination of employment due to death, Disability or Retirement (as each is defined in the Plan). Note 2: Table I, Item 2. Represents the number of units held in the Chiquita Stock Fund of the Chiquita Savings & Investment Plan, a 401(k) plan based on a plan statement dated as of March 31, 2005. Note 3: Table II, Item 1. Granted pursuant to the Chiquita Brands International, Inc. 2002 Stock Option and Incentive Plan. Note 4: Table II, Item 2. Option vested over a 4 year period with 25% becoming exercisable on January 1 in each of 2003, 2004, 2005, and 2006. Note 5: Table II, Item 1. Represents the number of units held in the Chiquita Warrant Fund of the Chiquita Savings & Investment Plan, a 401(k) plan, based on a plan statement dated as of March 31, 2005. Note 6: Table II, Item 2. Warrants held in the Chiquita Savings & Investment Plan may be sold at any time but may only be exercised when the Common Stock price exceeds the exercise price of the Warrant. Remarks: Due to a realignment of senior management responsibilities, Mr. Zalla was not deemed an executive officer during the period from February 16, 2005 through May 31, 2005. He had no reporting obligations until June 1, 2005 when he became Senior Vice President and Chief Financial Officer. This is being amended solely to attach the Power of Attorney. Barbara Wagner as Attorney-in-Fact for Jeffrey M. Zalla 2005-06-02 EX-24 2 poa.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Robert W. Olson, Barbara Wagner, Barbara M. Howland, and Joel Raymer, signing singly, the undersigned's true and lawful attorney-in- fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Chiquita Brands International, Inc. the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or other form or report and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of May 2005. /s/ Jeffrey M. Zalla Jeffrey M. Zalla -----END PRIVACY-ENHANCED MESSAGE-----