0000101063-15-000008.txt : 20150107 0000101063-15-000008.hdr.sgml : 20150107 20150107184144 ACCESSION NUMBER: 0000101063-15-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150106 FILED AS OF DATE: 20150107 DATE AS OF CHANGE: 20150107 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: 550 SOUTH CALDWELL STREET CITY: CHALOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 9806365000 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 550 SOUTH CALDWELL STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lonergan Edward F CENTRAL INDEX KEY: 0001559697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 15514559 MAIL ADDRESS: STREET 1: 550 SOUTH CALDWELL STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2015-01-06 1 0000101063 CHIQUITA BRANDS INTERNATIONAL INC CQB 0001559697 Lonergan Edward F 550 SOUTH CALDWELL STREET CHARLOTTE NC 28202 0 1 0 0 President & CEO Common Stock 2015-01-06 4 F 0 28053 14.49 D 257488 D Common Stock 2015-01-06 4 U 0 257488 14.5 D 0 D Employee Stock Option (Right to Buy) 7.68 2015-01-06 4 D 0 1440062 6.82 D 2017-10-07 Common Stock 1440062 0 D The transactions reported on this Form 4 relate to the vesting of awards at the acceptance time and the right to receive payment at the effective time pursuant to the Agreement and Plan of Merger, dated as of October 26, 2014, among Cavendish Global Limited, Cavendish Acquisition Corporation, the Issuer, Burlingtown UK Ltd. and Erichton Investments Limited (the "Merger Agreement"). Shares withheld to pay required taxes upon the vesting at the acceptance time of 79,412 shares. The full award was reported previously. Shares disposed in a cash tender offer pursuant to the Merger Agreement. At the effective time of the merger, all shares converted into the right to receive, in cash and without interest, $14.50 per share. Pursuant to the Merger Agreement, each stock option that was outstanding at the effective time was cancelled in exchange for the right to receive cash equal to the number of shares subject to the option multiplied by the excess of $14.50 and the exercise price. James E. Thompson as Attorney-in-Fact for Edward F. Lonergan 2015-01-07