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): March 19, 2002


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


    New Jersey                1-1550               04-1923360
   (State or other         (Commission           (IRS Employer
   jurisdiction of         File Number)       Identification No.)
    incorporation)


                  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, 3, 4, 6, 8 and 9 are not applicable and are omitted from this
Report.

Item 5.  Other Events.

As previously reported, 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
"Bankruptcy Court") and on March 8, 2002, the Bankruptcy Court entered an order
confirming the Company's Second Amended Plan of Reorganization (the "Plan").
None of the Company's direct or indirect subsidiaries were parties to the
chapter 11 case or any related bankruptcy, reorganization or liquidation
proceedings.

The Plan became effective on March 19, 2002 (the "Effective Date"), at which
time, pursuant to the Plan, the Company filed its Third Restated Certificate of
Incorporation, filed as Exhibit 3.1 hereto, in New Jersey and began issuing (a)
40,000,000 shares of Common Stock, par value $.01 per share (of which 800,000
shares are subject to delayed delivery), (b) $250,000,000 of 10.56% Senior Notes
due 2009 pursuant to an Indenture dated as of March 15, 2002 between the Company
and Wells Fargo Bank Minnesota, National Association, as trustee and a
certificate of terms, filed as Exhibits 4.1 and 4.2 hereto and (c) 13,333,333
warrants pursuant to a Warrant Agreement between the Company and American
Security Transfer Company Limited Partnership, as warrant agent, filed as
Exhibit 10.1 hereto; and all previously outstanding public debt and equity
securities were cancelled. Reference is made to the Company's Press Release
dated March 19, 2002, attached hereto as exhibit 99.1.

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

(c) Exhibits

3.1  *   Third Restated Certificate of Incorporation, incorporated by reference
         to Exhibit 1 to Form 8-A dated March 12, 2002.

4.1  *   Indenture dated as of March 15, 2002 between the Company and Wells
         Fargo Bank Minnesota, National Association, as trustee, incorporated by
         reference to Exhibit 3 to Form 8-A dated March 12, 2002.

4.2  *   Certificate of Actions Taken by the President of the Company
         Establishing the Terms of the Company's 10.56% Senior Notes due 2009,
         incorporated by reference to Exhibit 5 to Amendment No. 1 to Form 8-A
         dated March 18, 2002

10.1 *   Warrant Agreement dated as of March 19, 2002 between the Company and
         American Security Transfer Company Limited Partnership, as warrant
         agent, incorporated by reference to Exhibit 4 to Amendment No. 1 to
         Form 8-A dated March 19, 2002

99.1     Press Release of the Company dated March 19, 2002.


*Incorporated by reference.


                                   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:  March 19, 2002                 CHIQUITA BRANDS INTERNATIONAL, INC.


                                          By: /s/ William A. Tsacalis
                                              ------------------------------
                                              William A. Tsacalis
                                              Vice President and Controller

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE

  Chiquita Emerges From Pre-Arranged Chapter 11 With Solid Financial Structure

CINCINNATI, OHIO, March 19, 2002-- Chiquita Brands International, Inc. announced
today that it has emerged from its Pre-Arranged Chapter 11 restructuring as a
healthy company with a solid financial structure. Today, the Company's Plan of
Reorganization went into effect, only 111 days after its filing. The Plan had
received overwhelming approval from all classes of the Company's security
holders and had been confirmed by the Court on March 8.

Under the Plan, the Company is issuing 40 million shares of new common stock,
13.3 million warrants for the purchase of new common stock, and $250 million of
new 10.56% Senior Notes, all of which will begin trading on the New York Stock
Exchange tomorrow, March 20. As stipulated in the Plan, Chiquita's new
securities replace all prior public debt and equity securities issued by the
Company. The Plan put into effect today has reduced the Company's debt and
accrued interest by more than $700 million and its annual interest expense by
about $60 million. Chiquita's other creditors and its assets, strategy and
ongoing operations have been unaffected by the Chapter 11 process.

Holders of Chiquita's old senior notes and preferred stock will receive their
new Chiquita securities shortly. Holders of Chiquita's old subordinated
debentures and common stock will need to submit their old certificates with a
letter of transmittal in order to receive their new securities. The Company will
begin sending letter of transmittal forms to these holders tomorrow.

Further information about the terms of the Pre-Arranged Chapter 11 Plan of
Reorganization can be found on the Company's website at www.chiquita.com or at
                                                        -----------------
www.bmccorp.net.
- ---------------

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 continued maintenance of the reforms agreed to by
the U.S. and EU 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 availability of and costs at which it
can purchase or grow 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:
Jeff Zalla, Vice President, Corporate Communications (513) 784-8183, or
William T. Sandstrom, Director of Investor Relations (513) 784-6366