0000950157-14-001125.txt : 20141020 0000950157-14-001125.hdr.sgml : 20141020 20141020171647 ACCESSION NUMBER: 0000950157-14-001125 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141020 DATE AS OF CHANGE: 20141020 EFFECTIVENESS DATE: 20141020 SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 141164479 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cavendish Acquisition Corp CENTRAL INDEX KEY: 0001616769 IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 830 BEAR TAVERN ROAD CITY: WEST TRENTON STATE: NJ ZIP: 08628 BUSINESS PHONE: 212-704-5518 MAIL ADDRESS: STREET 1: 830 BEAR TAVERN ROAD CITY: WEST TRENTON STATE: NJ ZIP: 08628 DFAN14A 1 dfan14a.htm dfan14a.htm
DATED OCTOBER 20, 2014
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
 
Filed by the Registrant o
 
Filed by a Party other than the Registrant x
 
Check the appropriate box:
 
o           Preliminary Proxy Statement
 
o           Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
o          Definitive Proxy Statement
 
þ           Definitive Additional Materials
 
o           Soliciting Materials under § 240.14a-12
                                                                                                    
CHIQUITA BRANDS INTERNATIONAL, INC.
(Name of Registrant as Specified in its Charter)
 
 
BURLINGTOWN UK LTD
ERICHTON INVESTMENTS LTD.
CAVENDISH GLOBAL LIMITED
CAVENDISH ACQUISITION CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
þ           No fee required.
 
o           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
(5)
Total fee paid:
 
o
Fee paid previously with preliminary materials.
 
 
 
 
 
 
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount previously paid:
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
(3)
Filing Party:
 
 
(4)
Date filed:
 
 
 
 
 
 
 
 
On October 20, 2014, Cutrale-Safra distributed instructions to Chiquita shareholders, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Cavendish Global Limited and Cavendish Acquisition Corporation, which are jointly owned by an affiliate of the Cutrale Group, Burlingtown UK LTD (“Burlingtown”), and an affiliate of the Safra Group, Erichton Investments Ltd. (“Erichton” and, together with Burlingtown and Cavendish, “Cutrale-Safra”),  their respective directors, executive officers and certain employees, and Burlingtown and Erichton, may be deemed, under rules of the Securities and Exchange Commission (“SEC”), to be participants in the solicitation of proxies from Chiquita shareholders in connection with Chiquita’s Special Meeting of Shareholders. Information about the interests in Chiquita of Cutrale-Safra and their respective directors, executive officers and employees are set forth in a definitive proxy statement that was filed with the SEC on August 28, 2014, as it may be amended from time to time (the “Cutrale-Safra Proxy”).

Investors are urged to read the Cutrale-Safra Proxy which is available now, and any other relevant documents filed with the SEC when they become available,  because they contain (or will contain) important information. The Cutrale-Safra Proxy, and any other documents filed by Cutrale-Safra with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. The Cutrale-Safra Proxy and such other documents may also be obtained free of charge by contacting Innisfree at: (212) 750-5833 or 501 Madison Avenue, 20th Floor, New York, New York 10022.
 
 EX-99.1 2 ex99-1.htm PROXY MATERIALS ex99-1.htm
Exhibit 99.1
 
Dear Stockholder:

We are sending you proxy materials for the Special Meeting of Stockholders of Chiquita Brands International, Inc. to be held on October 24, 2014.
 
YOUR SHARES CANNOT BE VOTED WITHOUT YOUR SPECIFIC INSTRUCTIONS!

Please read the Cavendish Acquisition Corporation Proxy Statement and enclosed Proxy Card and forward your voting instructions as soon as possible using one of the following methods:

Available 24 Hours a day until 11:59 PM October 23, 2014!

VOTE BY TELEPHONE
  
VOTE BY INTERNET
       
Using a touch-tone telephone, call the toll-free number below.
    
Go to website: WWW.PROXYVOTE.COM
       
Just follow these three easy steps:
    
Just follow these three easy steps:
             
1.
Call 1-800-454-8683.
      
1.
Go to the website www.proxyvote.com.
             
2.
Enter your 12-digit Control Number located in the box on the right side of the enclosed proxy card.
      
2.
Enter your 12-digit Control Number located in the box on the right side of the enclosed proxy card.
             
3.
Follow the simple recorded instructions.
      
3.
Follow the simple instructions.

 


Thank you for your vote!