-----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, FwJceNJeYb2z3JbTI68mN2qC+SF02ItNNqlGV6RaCFYdwZk4gQy+oZHk7KpRMCY+ xIFxIk9XrrKQCZXDgE61ew== 0000101063-06-000022.txt : 20060314 0000101063-06-000022.hdr.sgml : 20060314 20060314155855 ACCESSION NUMBER: 0000101063-06-000022 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050628 FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 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: AGUIRRE FERNANDO CENTRAL INDEX KEY: 0001224983 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 06685147 BUSINESS ADDRESS: STREET 1: 4920 WALNUT WOODS LANE CITY: CINCINNATI STATE: OH ZIP: 45243 BUSINESS PHONE: 513-784-8484 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL STREET 2: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-06-28 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC cqb 0001224983 AGUIRRE FERNANDO CHIQUITA BRANDS INTERNATIONAL 250 EAST FIFTH STREET CINCINNATI OH 45202 1 1 0 0 Chairman, President and CEO Common Stock 2005-06-28 4 M 0 30000 0 A 215000 D Common Stock 2590 I By Minor Children Restricted Stock Award 0 2005-06-28 4 M 0 30000 0 D 2008-01-12 Common Stock 30000 90000 D Vesting on June 28, 2005 of 30,000 shares upon achievement of an average Fair Market Value of Chiquita's Common Stock of at least $28 per share over a period of 40 consecutive trading days. The remaining 90,000 shares granted under this award will vest, if at all, prior to January 12, 2008 (i) upon Mr. Aguirre's death or Disability; (ii) upon a Change of Control; or (iii) in additional increments of 30,000 shares, in each case if and when the average Fair Market Value of Chiquita's Common Stock achieves a price of at least $30, $32 or $34 per share over any 40 consecutive trading-day period. Due to a formula miscalculation, the administrative staff responsible for monitoring vesting and preparing and filing reports with the SEC did not realize until recently that the shares had vested on June 28, 2005 and therefore failed to timely file Mr. Aguirre's Form 4. The shares were not issued to Mr. Aguirre until March 10, 2006. If, prior to January 12, 2008, Mr. Aguirre's service with the Company terminates for Good Reason or is terminated by the Company other than for Cause, and between the date of termination and January 12, 2008 the average Fair Market Value of the Common Stock, calculated as set forth above, achieves one or more of the reference prices which would lead to vesting of shares under this award, then Mr. Aguirre will be entitled to receive that number of shares which would have so vested equal to a fraction the numerator of which is the number of full and partial years elapsed from January 12, 2004 to the date of termination and the denominator of which is four (4). Any shares not vested on January 12, 2008 will be forfeited. Robert W.Olson as Attorney-in-Fact for Fernando Aguirre 2006-03-14 -----END PRIVACY-ENHANCED MESSAGE-----