-----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, RcbCDiPI7ywBGrfgMnC9B4xJ8n+kmjC0IxCfeB2vGf08EWLlo2Ll4QgT54msEHDW 1TagKOZIUGJlLJMoCx3snA== 0000941655-02-000030.txt : 20021009 0000941655-02-000030.hdr.sgml : 20021009 20021008174740 ACCESSION NUMBER: 0000941655-02-000030 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 GROUP MEMBERS: OZF MANAGEMENT, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LLC CENTRAL INDEX KEY: 0001054587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31075 FILM NUMBER: 02784507 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848880 MAIL ADDRESS: STREET 1: CHIQUITA BRANDS INTERNATIONAL, INC. STREET 2: 250 EAST FIFTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 SC 13G/A 1 chiq-13g_am1.txt AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Chiquita Brands International, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------------------- (Title of Class of Securities) 170032 80 9 ----------------------------------------- (CUSIP Number) September 24, 2002 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 170032 80 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). OZ Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 155,828 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 155,828 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,828 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO/IA CUSIP No. 170032 80 9 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). OZF Management, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 346,637 Shares 6 SHARED VOTING POWER 0 Shares 7 SOLE DISPOSITIVE POWER 346,637 Shares 8 SHARED DISPOSITIVE POWER 0 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,637 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN/IA This Amendment No. 1 to Schedule 13G amends a Schedule 13G, dated March 26, 2002, with respect to the shares of Common Stock ("Shares") of Chiquita Brands International, Inc., a New Jersey corporation (the "Company") beneficially owned by OZ Management, L.L.C., a Delaware limited liability company ("OZ Management"), and OZF Management, L.P., a Delaware limited partnership ("OZF Management"). This Amendment is filed to amend Items 4 and 5, as of September 24, 2002. Item 4. Ownership See cover page for each Reporting Person. OZ Management serves as investment manager to a number of discretionary accounts and investment entities, with respect to which it has voting and dispositive authority over 155,828 Shares, or 0.4% of the Company's 39,815,793 Shares outstanding as of the date of the Company's most recently filed Form 10-Q. OZF Management serves as investment manager to a number of discretionary accounts and investment entities, with respect to which it has voting and dispositive authority over 346,637 Shares, or 0.9% of the Company's 39,815,793 Shares outstanding as of such date, and together with the Shares beneficially owned by OZ Management, 1.3% (accounting for rounding) of the Company's Shares outstanding on such date. All Shares reported hereby are owned by such discretionary accounts and investment entities, and each of OZ Management and OZF Management disclaims beneficial ownership of such Shares. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 8, 2002 OZ MANAGEMENT, L.L.C. By: /s/ Daniel S. Och - -------------------------------- Name: Daniel S. Och Title: Senior Managing Member OZF MANAGEMENT, L.P. By: OZF MANAGEMENT, L.L.C. as General Partner By: /s/ Stephen C. Freidheim - ---------------------------------- Name: Stephen C. Freidheim Title: Senior Managing Member By: /s/ Daniel S. Och - -------------------------------- Name: Daniel S. Och Title: Senior Managing Member -----END PRIVACY-ENHANCED MESSAGE-----