-----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, CcaWBdVUt1h4yCbvJ8mJDl3p2ZOTvPyO7wOC6YGseyhOqRuComxalwWgVsrsEra+ sHwr92PDyGy9lYvem8DRDQ== 0000101063-99-000025.txt : 19990608 0000101063-99-000025.hdr.sgml : 19990608 ACCESSION NUMBER: 0000101063-99-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990604 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990607 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01550 FILM NUMBER: 99641581 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 4, 1999 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Charter) New Jersey 1-1550 04-1923360 (State or Other (Commission (IRS Employer Jurisdiction of File Number)Identification No.) Incorporation) 250 East Fifth Street, Cincinnati, Ohio 45202 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (513) 784-8000 INFORMATION TO BE INCLUDED IN THE REPORT Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this report. ITEM 5. OTHER EVENTS. The Company is making this filing in order to place the information contained herein on file with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Reference is made to the Company's June 4, 1999 News Release relating to its public offering of senior debt, attached as Exhibit 99.1. In connection with its public offering, it is filing the attached Exhibit 12. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired Not Applicable (b) Pro Forma Financial Information Not Applicable (c) Exhibits 12 Computation of Ratio of Earnings to Fixed Charges 99.1 News Release of the Company issued June 4, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 7, 1999 CHIQUITA BRANDS INTERNATIONAL, INC. By: /s/William A. Tsacalis -------------------------- William A. Tsacalis Vice President and Controller Exhibit 12 CHIQUITA BRANDS INTERNATIONAL, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS, EXCEPT RATIO AMOUNTS)
Three Months Ended Year Ended March 31 December 31 ---------------- ------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ------- ------ ------ ------ ------ ------ ------ Earnings: Income (loss) from continuing operations before income taxes $ 52,908$ 45,078 $ (9,912)$ 8,543$ (16,728)$ 41,869$(70,811) Interest expense 26,693 27,999 108,757 108,913 130,232 163,513 167,464 Portion of rentals representing interest cost 11,363 11,493 43,634 38,418 32,268 43,464 45,097 Amortization of capitalized interest 1,012 1,000 4,022 3,977 3,930 4,158 4,043 Undistributed share of income of less-than-fifty-percent- owned investees (336) (1,205) (4,723) (2,540) (274) (2,963) (4,110) ----------------------------------------------------------------- $ 91,640$ 84,365 $141,778$157,311 $149,428 $250,041$141,683 ======= ======= ======= ======= ======= ======= ======= Fixed charges: Interest expense $26,693 $27,999 $108,757$108,913 $130,232$163,513$167,464 Capitalized interest 180 - - 900 900 1,000 700 3,900 Portion of rentals representing interest cost 11,363 11,493 43,634 38,418 32,268 43,464 45,097 ----------------------------------------------------------------- $ 38,236$ 39,492 $153,291$148,231$ 163,500$207,677$216,461 ======= ======= ======= ======= ======= ======= ======= Ratio of earnings to fixed charges 2.40 2.14 (a) 1.06 (a) 1.20 (a)
______________ (a) Fixed charges exceeded earnings by $11,513 in 1998, $14,072 in 1996 and $74,778 in 1994. Exhibit 99.1 CHIQUITA [Logo] BRANDS INTERNATIONAL - ------------------------------------------------------------- NEWS RELEASE FOR IMMEDIATE RELEASE CHIQUITA ANNOUNCES DEBT OFFERING CINCINNATI, OHIO, June 4, 1999 -- Chiquita Brands International, Inc. announced today that it plans to offer the following securities under an effective shelf Registration Statement: - $125 million of Senior Notes due 2009; and - Euro 75 million of Senior Notes due 2009. Proceeds from the sale of the dollar senior notes and euro senior notes will be used primarily to repay outstanding debt of the Company and its subsidiaries and for other general corporate purposes. Neither one of these offerings is dependent upon the completion of the other offering. Lehman Brothers and Salomon Smith Barney are joint book- running managers for the dollar senior notes offering. Salomon Smith Barney International and Warburg Dillon Read are joint book-running managers for the euro senior notes offering. This announcement is neither an offer to sell nor a solicitation of an offer to buy these securities. Any offer is made only by the prospectus and related prospectus supplements, copies of which can be obtained from the underwriters listed above and such other dealers as may lawfully offer these securities. Chiquita is a leading international marketer, producer and distributor of quality fresh fruits and vegetables and processed foods. FOR FURTHER INFORMATION, PLEASE CONTACT: Michael B. Sims Vice President, Investor Relations (513) 784-6366 -----END PRIVACY-ENHANCED MESSAGE-----