8-K

 

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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 18, 2005

Chiquita Brands International, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

New Jersey	1-1550	04-1923360
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
250 East Fifth Street, Cincinnati, Ohio		45202
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
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:

[  ]  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 8.01. Other Events.

On March 18, 2005, Chiquita Brands International, Inc. (the "Company") announced that it is planning to offer $150 million aggregate principal amount of senior notes due 2015 ("Senior Notes") and $75 million aggregate liquidation amount of convertible perpetual preferred stock ("Preferred Stock") in private offerings, subject to market and other customary conditions. Based upon market and other conditions, the company may reallocate the amount of securities to be issued in each of the offerings or seek to finance the acquisition in alternative ways. These proposed offerings are described in the press release attached as Exhibit 9.01(c) 99.1

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 News release of Chiquita Brands International, Inc. dated March 18, 2005 relating to its proposed offerings of Senior Notes and Preferred Stock.

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.

	Chiquita Brands International, Inc.
March 18, 2005	By:	/s/Robert W. Olson
		Name: Robert W. Olson
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	News release of Chiquita Brands International, Inc. dated March 18, 2005 relating to its proposed offerings of Senior Notes and Preferred Stock.

EX-99.1

Exhibit 99.1

[LOGO] CHIQUITA
BRANDS
INTERNATIONAL

News Release
Contact: Michael Mitchell, 513-784-8959, mmitchell@chiquita.com

CHIQUITA BRANDS INTERNATIONAL TO OFFER SENIOR NOTES AND CONVERTIBLE PERPETUAL PREFERRED STOCK

CINCINNATI – March 18, 2005 — Chiquita Brands International, Inc. (NYSE: CQB) announced today that it expects to offer in the future $150 million aggregate principal amount of Senior Notes and $75 million aggregate liquidation amount of convertible perpetual preferred stock. The preferred stock will be convertible into the company’s common stock. The company intends to use the net proceeds from these offerings, together with available cash and borrowings under a new senior credit facility, to fund its previously announced acquisition of the Fresh Express unit of Performance Food Group, which is expected to close around the end of April. Based upon market and other conditions, the company may reallocate the amount of securities to be issued in each of the offerings or seek to finance the acquisition in alternative ways.

The notes and the preferred stock will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and outside the United States pursuant to Regulation S under the Securities Act. Neither the notes, the preferred stock nor the underlying common stock issuable upon conversion of the preferred stock have been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.

Chiquita Brands International, Inc. is a leading international marketer, producer and distributor of high-quality bananas and other fresh produce, which are sold under Chiquita^® premium brands and related trademarks. The company is one of the largest banana producers in the world and a major supplier of bananas in Europe and North America. The company also distributes and markets fresh-cut fruit and other branded, value-added fruit products. Additional information is available at www.chiquita.com.

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