8-K 1 d8k.htm CURRENT REPORT Current Report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 15, 2005 (June 15, 2005)

 

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey   1-1550   04-1923360
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (513) 784-8000

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 



Item 7.01. Regulation FD Disclosure

 

In connection with presentations being made relating to the financing of the previously announced acquisition by Chiquita Brands International, Inc. (the “Company”) of the Fresh Express business of Performance Food Group Company, the Company has furnished certain information attached hereto as Exhibit 9.01(c) 99.1 to potential investors.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits.

 

99.1    Regulation FD disclosure.


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 15, 2005

 

CHIQUITA BRANDS INTERNATIONAL, INC.

           

By:

 

/s/ Brian W. Kocher

               

Brian W. Kocher

               

Vice President, Controller and

               

Chief Accounting Officer