-----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, PEFr0JDD6An5uqSPgX6ZJPzaxIJApH04BZRNewuG4U7DapBfHq6XY+tIsa0tGs6w SEs/gVAxBFfgQZtybj9Qew== 0001042046-02-000032.txt : 20020524 0001042046-02-000032.hdr.sgml : 20020524 20020524153403 ACCESSION NUMBER: 0001042046-02-000032 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020524 GROUP MEMBERS: AMERICAN FINANCIAL CORPORATION GROUP MEMBERS: AMERICAN FINANCIAL GROUP, INC. GROUP MEMBERS: CARL H. LINDNER GROUP MEMBERS: CARL H. LINDNER III GROUP MEMBERS: KEITH E. LINDNER GROUP MEMBERS: S. CRAIG LINDNER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINDNER CARL H ET AL CENTRAL INDEX KEY: 0000943522 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31075 FILM NUMBER: 02662257 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 13D/A 1 cqb13d43.txt CHIQUITA 13-D AMENDMENT #43 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 43) Chiquita Brands International, Inc. --------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value --------------------------------------- (Title of Class of Securities) 170032809 ------------------- (CUSIP Number) James C. Kennedy Vice President, Deputy General Counsel and Secretary One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 4 ------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. Page 1 of 21 Pages CUSIP NO. 170032809 13D Page 2 of 21 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS American Financial Group, Inc. 31-1544320 American Financial Corporation 31-0624874 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio corporations 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 171,132 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 3,023,515 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,023,515 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (See Item 5) 14 TYPE OF REPORTING PERSON* HC HC CUSIP NO. 170032809 13D Page 3 of 21 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5, CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER 941,375 (See Item 5) 8 SHARED VOTING POWER 171,132 (See Item 5) 9 SOLE DISPOSITIVE POWER 1,192,234 (See Item 5) 10 SHARED DISPOSITIVE POWER 3,023,515 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,215,749 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 170032809 13D Page 4 of 21 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Carl H. Lindner III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER - - - 8 SHARED VOTING POWER 171,132 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 3,023,515 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,023,515 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 170032809 13D Page 5 of 21 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS S. Craig Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER --- 8 SHARED VOTING POWER 171,132 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 3,023,515 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,023,515 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN CUSIP NO. 170032809 13D Page 6 of 21 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States Citizen 7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER --- 8 SHARED VOTING POWER 171,132 (See Item 5) 9 SOLE DISPOSITIVE POWER - - - 10 SHARED DISPOSITIVE POWER 3,023,515 (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,023,515 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% (See Item 5) 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This Amendment No. 43 to Schedule 13D is filed on behalf of American Financial Group, Inc. ("American Financial" or "AFG"), American Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner Family") (AFG, AFC and the Lindner Family are collectively referred to as the "Reporting Persons"), to amend and update the Schedule 13D most recently amended March 21, 2002, relative to the common stock par value $.01 per share ("Common Stock") issued by Chiquita Brands International, Inc. ("Chiquita"). The principal executive offices of Chiquita are located at 250 East Fifth Street, Cincinnati, Ohio 45202. All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Schedule 13D, as amended. Items not included in this amendment are either not amended or are not applicable. As of April 30, 2002, the Lindner Family beneficially owned approximately 41.3% of the outstanding common stock of AFG and AFG beneficially owned all of the common stock of AFC (approximately 79% of AFC's outstanding voting equity securities). Through their ownership of common stock of American Financial and their positions as directors and executive officers of American Financial and AFC, the members of the Lindner Family may be deemed to be controlling persons with respect to American Financial and AFC. Item 4. Purpose of the Transaction. On March 19, 2002, Chiquita emerged from its Pre-Arranged Chapter 11 restructuring and the Company Plan for Reorganization went into effect. On May 22, 2002, Carl H. Lindner retired from Chiquita's Board of Directors. Please see Chiquita's Press Release attached hereto as Exhibit 3. Pursuant to the terms of a Stock Unit Agreement between Carl H. Lindner and Chiquita (a copy of which is attached hereto as Exhibit 4), Chiquita issued Mr. Lindner 800,000 shares of Chiquita Common Stock upon his retirement from the Chiquita Board of Directors. As provided in the Stock Unit Agreement, Mr. Lindner borrowed approximately $4,500,000 from Chiquita to pay the withholding tax upon issuance, and pledged 286,000 shares of Chiquita Common Stock as security for the loan. The Reporting Persons consider their beneficial ownership of Chiquita equity securities as an investment which they continue to evaluate. From time to time the Reporting Persons may dispose of some or all of the Chiquita equity securities which they beneficially own. - 7 - Except as set forth in this Item 4, the Reporting Persons presently have no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. As of May 22, 2002, the Reporting Persons beneficially owned 4,215,749 shares (or approximately 9.8% of the outstanding shares) of Chiquita Common Stock as follows: Number of Number of Total Common & Holder Shares Warrants (a) Warrants Held ------ -------------- ------------- -------------- CHL 941,375 (b) 250,859 1,192,234 ACC 7,132 118,868 126,000 GFID 207 3,454 3,661 AEIC 540 9,000 9,540 AESLIC 6,842 114,047 120,889 GSPR 521 8,693 9,214 GPRO 265 4,426 4,691 GAAL 175 2,929 3,104 GAAS 182 3,039 3,221 GAES 454 7,572 8,026 GAFRI 19,060 317,683 336,743 GAI 122,923 2,048,740 2,171,663 GANY 293 4,899 5,192 INFIN 2,852 47,547 50,399 MCC 4,020 67,012 71,032 OSC 417 6,961 7,378 TICO 129 2,166 2,295 TRANS 841 14,027 14,868 WIC 4,279 71,320 75,599 ---------- ----------- --------- TOTALS 1,112,507 3,103,242 4,215,749 (a) The Warrants are exercisable at any time at $19.23 per share of Common Stock. (b) Includes the 800,000 shares issued under the Stock Unit Agreement. ACC = Atlanta Casualty Company (b) GFID = Great American Fidelity Insurance Company (a) AEIC = American Empire Insurance Company (a) AESLIC = American Empire Surplus Lines Insurance Company (a) GSPR = Great American Spirit Insurance Company (a) GPRO = Great American Protection Insurance Company (a) - 8 - GAAL = Great American Alliance Insurance Company (a) GAAS = Great American Assurance Company (a) GAES = Great American E&S Insurance Company (a) GANY = Great American Insurance Company of New York (a) GAFRI = Great American Financial Resources, Inc. (c) GAI = Great American Insurance Company ("GAI") (b) INFIN = Infinity Insurance Company (b) MCC = Mid-Continent Casualty Company (a) OSC = Oklahoma Surety Company (a) TICO = TICO Insurance Company (b) TRANS = Transport Insurance Company (a) WIC = Windsor Insurance Company (b) (a) 100% owned subsidiaries of GAI (b) 100% owned subsidiary of AFC (c) 83% owned subsidiary of AFC Each company listed above shares with the Reporting Persons the power to vote or to direct the voting of, and the power to dispose or to direct the disposition of, the Chiquita Common Stock held by such company. At May 22, 2002, certain officers and directors of AFG and AFC beneficially owned shares of Chiquita Common Stock. Holder Number of Shares Number of Warrants -------------------- ---------------- ------------------ Fred J. Runk 879 14,662 Thomas E. Mischell 0 3,566 Theodore H. Emmerich 7 118 On March 23, 2002, Thomas E. Mischell sold 213 shares of Chiquita Common Stock for $16.45 per share. On May 15, 2002, Fred J. Runk purchased one warrant at $6.00. As of May 22, 2002, and within the past 60 days, to the best knowledge and belief of the undersigned and other than as set forth herein, no transactions involving Chiquita Common Stock had been engaged in by the Reporting Persons, by AFG's or AFC's directors or executive officers. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Please see the description of the Stock Unit Agreement (attached hereto as Exhibit 4) which is included in Item 4 above. - 9 - Item 7. Material to be filed as Exhibits. (1) Agreement required pursuant to Regulation Section 240.13d-1(f)(1) promulgated under the Securities Exchange Act of 1934, as amended. (2) Powers of Attorney executed in connection with filings under the Securities Exchange Act of 1934, as amended. (3) Press Release (4) Stock Unit Agreement After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: May 24, 2002 AMERICAN FINANCIAL GROUP, INC. By: Karl J. Grafe ---------------------------------------- Karl J. Grafe, Assistant General Counsel and Assistant Secretary AMERICAN FINANCIAL CORPORATION By: Karl J. Grafe ---------------------------------------- Karl J. Grafe, Assistant General Counsel and Assistant Secretary Karl J. Grafe ---------------------------------------- Karl J. Grafe, As Attorney-in-Fact for: Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner - 10 - Exhibit 1 AGREEMENT This Agreement executed this 7th day of April, 1995, is by and between American Premier Group, Inc. ("American Premier") and American Financial Corporation ("AFC"), both Ohio corporations, located at One East Fourth Street, Cincinnati, Ohio 45202, and Carl H. Lindner ("CHL"), Carl H. Lindner III (CHL III), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"), each an individual, the business address of each is One East Fourth Street, Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred to herein collectively as the Lindner Family. WHEREAS, as of the date of this Agreement, American Premier owns 100% of the common stock of AFC and the Lindner Family beneficially owns approximately 49.9% of American Premier's outstanding Common Stock and each member of the Lindner Family is a director and executive officer of American Premier and AFC; WHEREAS, the Lindner Family may be deemed to be the beneficial owner of securities held by AFC and its subsidiaries pursuant to Regulation Section 240.13d-3 promulgated under the Securities Exchange Act of 1934, as amended; WHEREAS, American Premier and AFC and their subsidiaries from time to time must file statements pursuant to certain sections of the Securities Exchange Act of 1934, as amended, concerning the ownership of equity securities of public companies; NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and the Lindner Family, do hereby agree to file jointly with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by or on behalf of American Premier, AFC or any of their subsidiaries pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange Act of 1934, as amended. AMERICAN PREMIER GROUP, INC. AMERICAN FINANCIAL CORPORATION By: /s/ James E. Evans ----------------------------- James E. Evans Vice President & General Counsel /s/ Carl H. Lindner --------------------------------- Carl H. Lindner /s/ Carl H. Lindner III --------------------------------- Carl H. Lindner III /s/ S. Craig Lindner --------------------------------- S. Craig Lindner /s/ Keith E. Lindner --------------------------------- Keith E. Lindner - 11 - Exhibit 2 POWER OF ATTORNEY ----------------- I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner ----------------------------------- Carl H. Lindner - 12 - POWER OF ATTORNEY ----------------- I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner III ----------------------------------------- Carl H. Lindner III - 13 - POWER OF ATTORNEY ----------------- I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ S. Craig Lindner ----------------------------------------- S. Craig Lindner - 14 - POWER OF ATTORNEY ----------------- I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as an officer or director of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) and 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Keith E. Lindner ----------------------------------------- Keith E. Lindner - 15 - Exhibit 3 News Release CARL H. LINDNER RETIRES AS A DIRECTOR OF CHIQUITA For Immediate Release CINCINNATI, OHIO, May 22, 2002- Chiquita Brands International, Inc. (NYSE:CQB) today announced the decision of former board chairman Carl H. Lindner to retire as a member of the company's board of directors. In a letter to Chiquita's current board chairman and CEO Cyrus Freidheim, Mr. Lindner cited a desire at this time in his life to limit his commitments and devote his full time and energy to the affairs of American Financial Group, Inc., a diversified insurance company led by Mr. Lindner and his sons. Mr. Lindner further said: "I wish you and all of the employees of Chiquita the best as you lead the company into a future full of opportunities for success." "Carl H. Lindner's leadership has guided the development of Chiquita over the last 18 years," said Mr. Freidheim. "His tireless efforts have helped Chiquita regain a strong position in the European market and the banana industry globally. Although Carl will be leaving our board, I am pleased that he has offered us the continued benefit of his valued advice and counsel." Chiquita is a leading international marketer, producer and distributor of quality fresh fruits and vegetables and processed foods. FOR FURTHER INFORMATION, PLEASE CONTACT: Magnes Welsh, Director of Public Relations, 513-784-6325 -16- EXHIBIT 4 STOCK UNIT AGREEMENT THIS AGREEMENT, entered into as of February 13, 2002 (the "Agreement Date"), by and between Carl H. Lindner (the "Participant") and Chiquita Brands International, Inc. (the "Company"); WITNESSETH THAT: --------------- WHEREAS, the Company maintains the Chiquita Brands International, Inc. Stock Unit Plan for the benefit of the Participant; WHEREAS, consistent with the "Preliminary Outline of Principal Terms of Chapter 11 Plan of Reorganization (the "Plan of Reorganization") attached as Exhibit A to Form 8-K of Chiquita Brands International, Inc." filed November 12, 2001, the Company is to enter into a stock unit agreement with the Participant pursuant to the terms of such Plan; and WHEREAS, the Company and the Participant agree that this Agreement fulfills the Company's obligation with respect to such grant, and the delivery of shares of Stock (as defined in paragraph 10); NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows: 1. Award. Subject to the terms of this Agreement, upon consummation of the Plan of Reorganization, the Participant shall be granted the right to receive 800,000 shares of Stock (the "Stock Units"). The Participant's right to the grant of Stock Units under this Agreement shall be contingent on the consummation of the Plan of Reorganization, and no benefits shall be provided to the Participant under this Agreement absent the consummation of the Plan of Reorganization. 2. Account. As of the Consummation Date (as defined in paragraph 10), the Company shall establish a bookkeeping account in the name of the Participant (the Participant's "Account") which shall be credited with 800,000 Stock Units as of that date. Each Stock Unit will represent the Participant's right to receive one share of Stock. The Account will be increased to reflect dividends payable with respect to Stock during the period between the Consummation Date and the Delivery Date (as defined in paragraph 3), with the Account to be increased by the number of Stock Units equal to the number of shares of Stock which could be purchased with the dividends (assuming each Stock Unit was a share of Stock), based on the Average Price (as defined in paragraph 10, but substituting "ex-dividend date" for the term "Consummation Date") of such Stock. In addition, during the period between the Consummation Date and the Delivery Date, the Account shall be adjusted to reflect stock splits, stock dividends, and other similar transactions to the same extent as such adjustment would apply if each Stock Unit constituted a share of Stock at the time of such transaction. - 17 - 3. Delivery Date. On the Delivery Date, the Company will deliver to the Participant the number of shares of Stock equal to the number of Stock Units credited to his Account on the Delivery Date free of all restrictions, and the Account will terminate. Subject to the following, the "Delivery Date" will be the one-year anniversary of the Consummation Date. However, the Participant may elect, as to all shares of Stock to be delivered under this Agreement, to defer the Delivery Date for six months thereafter by written notice to the Company no less than 90 days prior to the otherwise scheduled Delivery Date. The Participant may exercise this deferral election one additional time as to all shares of Stock to be delivered under this Agreement with similar 90 day notice prior to the last extended date. However, if any of the following events occurs prior to the date that would otherwise be the "Delivery Date" in accordance with the foregoing, the Delivery Date will be automatically accelerated, without further action on the part of the Participant, to the first to occur of the following: (i) The first date as of which the average closing price per share of Stock over any five consecutive trading days is 25% or more below the Average Price (as defined in paragraph 10). (ii) The first date as of which the previous day's closing price per share of Stock is 40% or more below the Average Price. (iii) The first date as of which the Participant's membership on the Board of Directors terminates for any reason. (iv) The date immediately prior to the date of a Change in Control (as defined in paragraph 10), or, if earlier, the date immediately prior to the date of a merger or combination of the Company with another entity. In no event, however, will the Delivery Date occur prior to the Consummation Date. 4. Participant's Rights to Shares. Prior to the Delivery Date, (a) the Stock Units will constitute an unfunded, unsecured promise by the Company to deliver the shares of Stock in accordance with the Agreement, (b) the Participant shall not be treated as owner of the shares, and (c) the Participant shall be not permitted to vote the Stock Units. 5. Registration. Subject to the following provisions of this paragraph 5, but notwithstanding any other provision of this Agreement, the Company shall have no liability to deliver any shares of Stock under this Agreement or make any other distribution of benefits under this Agreement unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. The Participant will have the right to request registration, at the Company's expense, under the Securities Act of 1933 of the shares of Stock delivered to him on the Delivery Date; provided that the Company shall not be obligated to keep such registration in effect for more than 90 days. The Company will file a registration statement as soon as practicable after receiving a request from the Participant; provided that the Company shall not be required to make such - 18 - a filing prior to the Delivery Date and that the Company shall have the right to postpone such filing and/or the effectiveness of the filing if, in the Company's judgment, it would be in the best interests of the Company to do so. If the Company chooses to postpone such filing it will notify the Participant in writing of the postponement and of the reason for the postponement. 6. Withholding. At the time of grant of the Stock Units, the Participant will be responsible for payment of Social Security withholding taxes, if any are due from the Participant. At the Delivery Date, the Participant will be responsible for payment of income and other tax withholding then due by reason of the distribution. The obligation to pay the withholding amounts at the Delivery Date may be satisfied by any of the following methods, as elected in advance by the Participant: (a) A check from the Participant payable to the Company. (b) A loan from the Company, with the loan to (I) bear interest at the AFR Rate which shall be payable quarterly in arrears on the last day of each calendar quarter during which such loan is outstanding, (ii) provide that the principal balance shall be due at maturity, (iii) mature on the third anniversary of the date of inception of the loan, (iv) be a personal obligation of the Participant, and (v) be secured by shares of Stock delivered under this Agreement which, as of the Delivery Date, have a value equal to the principal amount of the loan. "AFR Rate" means the minimum applicable federal rate in effect on the date of inception of the loan necessary to avoid the imputation of income and gift for federal income tax purposes. 7. Limit on Alienation. Except as otherwise provided in this paragraph 7, the Stock Units are not transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant, with the approval of the Committee (as defined in paragraph 10), may transfer the rights as to the Stock Units for no consideration to or for the benefit of the Participant's Immediate Family (as defined in paragraph 10), including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family, subject to such limits as the Committee may establish, and the transferee shall remain subject to all the terms and conditions applicable to this Agreement and the Stock Units prior to such transfer. The foregoing right to transfer the Stock Units shall apply to the right to consent to amendments to the Agreement. 8. Heirs. Subject to the terms of this Agreement, any benefits payable to the Participant under this Agreement that are not paid at the time of the Participant's death shall be paid at the time and in the form determined in accordance with the provisions of this Agreement, to the beneficiary designated by the Participant in writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the designated beneficiary of the deceased Participant dies before the Participant or before complete payment of the benefits distributable under this Agreement, the Committee shall direct that amounts to be paid under this Agreement be paid to the legal representative or representatives of the estate of the last to die of the Participant and his beneficiary. - 19 - 9. Not Employment Agreement. This Agreement does not constitute a contract of employment, and does not give the Participant the right to be retained in the employ of the Company or its subsidiaries or to continue to provide services to the Company or its subsidiaries, nor any right or claim to any benefit under this Agreement, unless such right or claim has specifically accrued under the terms of this Agreement. 10. Definitions. In addition to the other definitions contained in this Agreement, the following definitions shall apply: (a) The "Average Price" shall be the mean between the high and the low sales prices of Stock on the Consummation Date on the New York Stock Exchange Composite Tape (or the principal market in which shares of Stock are traded, if such shares are not listed on that Exchange on such date), or if such shares were not traded on such date, the mean between the high and the low sales prices of the shares of Stock on the next succeeding trading day during which they were traded. (b) The term "Board" means the Board of Directors of the Company. (c) A "Change in Control" shall be deemed to occur on the date (after the Consummation Date) on which occurs either of the following: (i) any person becoming the beneficial owner, directly or indirectly, of securities representing 25% or more of the combined voting power the Company's outstanding securities, or (ii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, or there is consummated a sale of all or substantially all of the assets of the Company or a similar transaction, and in any such case the voting securities of the Company outstanding immediately prior to such transaction do not represent at least 50% of the combined voting power of the securities of the Company or the surviving or acquiring entity, or any parent thereof, outstanding immediately after such transaction. (d) The "Committee" shall be the Compensation Committee of the Board. (e) The "Consummation Date" shall be the date of consummation of the Plan of Reorganization. (f) The term "Immediate Family" means the Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Participant). (g) The term "Stock" means shares of common stock of the Company. 11. Administration. The Committee will have the authority and discretion to administer and interpret this Agreement, and to make all other determinations that may be necessary or advisable for the administration of this Agreement. Any interpretation of this Agreement by the Committee and any decision made by the Committee with respect to this Agreement is final and binding on all persons. - 20 - 12. Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person. IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Agreement Date. Participant /s/ Carl H. Lindner ------------------------------------ Carl H. Lindner Chiquita Brands International, Inc. /s/ Steven G. Warshaw ------------------------------------ Steven G. Warshaw President and CEO - 21 - -----END PRIVACY-ENHANCED MESSAGE-----