8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): November 28, 2001

CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

New Jersey
(State or other
jurisdiction of
incorporation)       1-1550
(Commission
File Number)   04-1923360
(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

INFORMATION TO BE INCLUDED IN THE REPORT

Items 1, 2, 4, 5, 6, 8 and 9 are not applicable and are omitted from this Report.

Item 3.  Bankruptcy or Receivership.

On November 28, 2001, Chiquita Brands International, Inc. (the “Company”) filed a petition for reorganization under Chapter 11 of the U.S. bankruptcy code, Case No. 01-18812 in the U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, located in Cincinnati, Ohio. The Company is continuing to operate its business and manage its properties and assets as a debtor in possession. No trustee, examiner or committee has been appointed in the Company’s Chapter 11 case.

The filing was made pursuant to an agreement with bondholder committees announced on November 12, 2001. The filing involves only the parent company, which is a holding company without any business operations of its own. None of the Company’s direct or indirect subsidiaries are parties to the Chapter 11 case or any related bankruptcy, reorganization or liquidation proceedings. The purpose of the pre-arranged reorganization plan is to restructure the Company’s public debt to provide the Company with a capital structure that can be supported by the cash flow of its operating subsidiaries. To this end, the Plan will reduce the Company’s debt and accrued interest by more than $700 million and its future annual interest expense by approximately $60 million. A copy of the Company’s press release announcing the bankruptcy filing is attached as Exhibit 99.1.

In connection with the Chapter 11 petition, the Company filed (i) a proposed plan of reorganization, (ii) a draft disclosure statement to be mailed, following bankruptcy court approval, to all affected holders of the Company’s debt and equity securities, and (iii) other pleadings. Copies of these documents and all pleadings and documents filed from time to time in the court proceedings will be made available at the following internet website: www.bmccorp.net/Chiquita.htm. The Company is not incorporating any such documents or pleadings by reference into any of its Securities and Exchange Commission (“SEC”) filings, and none of such documents and pleadings are to be considered “filed” by the Company with the SEC.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

99.1    Press Release of the Company dated November 28, 2001.

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:	November 28, 2001	CHIQUITA BRANDS INTERNATIONAL, INC.
		By:  /s/ William A. Tsacalis
		William A. Tsacalis Vice President and Controller

EX-99.1 3 l91622aex99-1.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 CHIQUITA [LOGO] BRANDS INTERNATIONAL NEWS RELEASE FOR IMMEDIATE RELEASE CHIQUITA FILES CHAPTER 11 DEBT RESTRUCTURING PLAN AS EXPECTED - PLAN INCORPORATES PREVIOUSLY-ANNOUNCED AGREEMENT WITH BONDHOLDERS - OPERATIONS TO CONTINUE AS NORMAL Cincinnati, Ohio, November 28, 2001 - Chiquita Brands International, Inc. (NYSE: CQB) today filed in Federal Court in Cincinnati a Pre-Arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing was made according to an agreement with bondholder committees announced November 12 that will reduce Chiquita's debt and accrued interest by more than $700 million and its future annual interest expense by about $60 million. The terms of the Plan are as previously announced. The Chapter 11 Plan involves a restructuring of only the publicly held debt and equity securities of Chiquita Brands International, Inc., which is a holding company without any business operations of its own. The Company's subsidiaries, which hold all of its operations, are independent legal entities that generate their own cash flow and have access to their own credit facilities. These subsidiaries will continue to operate normally and without interruption, and their creditors will be unaffected. Throughout the process, customers will continue to receive shipments normally and suppliers will continue to be paid in full according to normal terms. The Company expects that the Chapter 11 case will be completed in 90 to 120 days. Steven G. Warshaw, President and Chief Executive Officer of Chiquita, said: "The Chapter 11 filing brings us another step closer to completing the financial restructuring process we began in January. Since then, we have operated normally, as we will continue to do throughout the Chapter 11 process. It is our plan to emerge from Chapter 11 in the first quarter of 2002 with a solid balance sheet and a bright future. With the recent settlement of the U.S.-EU banana trade dispute, we will have even stronger prospects for revenue and earnings growth." *** MORE *** Completion of the restructuring plan is subject to certain conditions, including its acceptance by affected classes of public debt and equity holders, whose approval will be solicited as part of the Court process. Having already achieved agreement with the ad hoc committees representing its bondholders, the Company continues to believe that it will receive the votes required for approval of the plan. A copy of Chiquita's November 12, 2001 press release announcing its agreement with bondholders is available on www.chiquita.com. Chiquita is a leading international marketer, producer and distributor of quality fresh fruits and vegetables and processed foods. This press release contains certain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, including the successful implementation of the restructuring of the Company's parent company debt described herein, the implementation of the announced U.S.-EU agreement regarding the EU's banana import regime, the continuing availability of sufficient borrowing capacity or other financing to fund operations, capital spending and working capital requirements, the prices at which Chiquita can sell its products, the costs at which it can purchase or grow (and availability of) fresh produce and other raw materials, currency exchange rate fluctuations, natural disasters and unusual weather conditions, operating efficiencies, labor relations, actions of governmental bodies, and other market and competitive conditions, many of which are beyond the control of Chiquita. The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the Company undertakes no obligation to update any such statements. * * * FOR FURTHER INFORMATION, PLEASE CONTACT: Jeffrey M. Zalla, Vice President, Corporate Communications William T. Sandstrom, Director of Investor Relations Media contacts: (513) 784-8517 Investor calls: (513) 784-8100 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                                         CHIQUITA
                                  [LOGO] BRANDS
                                         INTERNATIONAL


NEWS RELEASE

FOR IMMEDIATE RELEASE

          CHIQUITA FILES CHAPTER 11 DEBT RESTRUCTURING PLAN AS EXPECTED

           - PLAN INCORPORATES PREVIOUSLY-ANNOUNCED AGREEMENT WITH BONDHOLDERS
           - OPERATIONS TO CONTINUE AS NORMAL


Cincinnati, Ohio, November 28, 2001 - Chiquita Brands International, Inc. (NYSE:
CQB) today filed in Federal Court in Cincinnati a Pre-Arranged Plan of
Reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing was made
according to an agreement with bondholder committees announced November 12 that
will reduce Chiquita's debt and accrued interest by more than $700 million and
its future annual interest expense by about $60 million. The terms of the Plan
are as previously announced.

The Chapter 11 Plan involves a restructuring of only the publicly held debt and
equity securities of Chiquita Brands International, Inc., which is a holding
company without any business operations of its own. The Company's subsidiaries,
which hold all of its operations, are independent legal entities that generate
their own cash flow and have access to their own credit facilities. These
subsidiaries will continue to operate normally and without interruption, and
their creditors will be unaffected. Throughout the process, customers will
continue to receive shipments normally and suppliers will continue to be paid in
full according to normal terms. The Company expects that the Chapter 11 case
will be completed in 90 to 120 days.

Steven G. Warshaw, President and Chief Executive Officer of Chiquita, said: "The
Chapter 11 filing brings us another step closer to completing the financial
restructuring process we began in January. Since then, we have operated
normally, as we will continue to do throughout the Chapter 11 process. It is our
plan to emerge from Chapter 11 in the first quarter of 2002 with a solid balance
sheet and a bright future. With the recent settlement of the U.S.-EU banana
trade dispute, we will have even stronger prospects for revenue and earnings
growth."



                                  *** MORE ***






Completion of the restructuring plan is subject to certain conditions, including
its acceptance by affected classes of public debt and equity holders, whose
approval will be solicited as part of the Court process. Having already achieved
agreement with the ad hoc committees representing its bondholders, the Company
continues to believe that it will receive the votes required for approval of the
plan.

A copy of Chiquita's November 12, 2001 press release announcing its agreement
with bondholders is available on www.chiquita.com.

Chiquita is a leading international marketer, producer and distributor of
quality fresh fruits and vegetables and processed foods.




This press release contains certain statements that are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are subject to a number of assumptions, risks and
uncertainties, including the successful implementation of the restructuring of
the Company's parent company debt described herein, the implementation of the
announced U.S.-EU agreement regarding the EU's banana import regime, the
continuing availability of sufficient borrowing capacity or other financing to
fund operations, capital spending and working capital requirements, the prices
at which Chiquita can sell its products, the costs at which it can purchase or
grow (and availability of) fresh produce and other raw materials, currency
exchange rate fluctuations, natural disasters and unusual weather conditions,
operating efficiencies, labor relations, actions of governmental bodies, and
other market and competitive conditions, many of which are beyond the control of
Chiquita.

The forward-looking statements speak as of the date made and are not guarantees
of future performance. Actual results or developments may differ materially from
the expectations expressed or implied in the forward-looking statements, and the
Company undertakes no obligation to update any such statements.

                                      * * *

FOR FURTHER INFORMATION, PLEASE CONTACT:
Jeffrey M. Zalla, Vice President, Corporate Communications
William T. Sandstrom, Director of Investor Relations

         Media contacts:   (513) 784-8517
         Investor calls:   (513) 784-8100