0001341004-11-002094.txt : 20111129 0001341004-11-002094.hdr.sgml : 20111129 20111129162232 ACCESSION NUMBER: 0001341004-11-002094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111128 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111129 DATE AS OF CHANGE: 20111129 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 111231518 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 8-K 1 form8k.htm CHIQUITA BRANDS INTERNATIONAL FORM 8-K form8k.htm

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): November 28, 2011
 
___________________
 
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
___________________
 
 
New Jersey
 
1-1550
 
04-1923360
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(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
 
N/A
(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 (see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 

 
 
 
Item 2.05.     Costs Associated With Exit or Disposal Activities.

Chiquita Brands International, Inc. (the “Company”) announced on November 29, 2011 that its Board of Directors has authorized on November 28, 2011 the relocation of the Company’s corporate headquarters from Cincinnati, Ohio to Charlotte, North Carolina.  The Company also announced that it will consolidate its corporate functions in Charlotte by transferring employees from other existing non-headquarters locations.  The relocation is expected to be complete by the end of 2012.

Total relocation costs are anticipated to be in the range of $30 to $35 million, including approximately $25 to $30 million in employee relocation and severance/outplacement benefits, with the remainder attributable primarily to transitional staffing and facility relocation costs.  The allocation between relocation benefits and severance/outplacement benefits will depend on employee choice. Substantially all of these costs are expected to be cash costs; one-time termination benefits will be expensed over the requisite service periods and paid when the employees have completed their required service, and the relocation, recruiting and other costs will be expensed and paid as incurred.

The Company expects to benefit, over a ten-year period, from local, county and state incentives anticipated to total approximately $24 million, plus annualized operating cost savings of approximately $4 million.  The Company will provide updated information regarding the estimated charges at a later date as permitted by SEC rules. The plan of relocation is contingent upon receipt of executed incentives documentation from the State of North Carolina, which is anticipated in the ordinary course.

Additional information regarding the Company’s headquarters relocation is set forth in our press release dated November 29, 2011, a copy of which is filed as exhibit 99.1 hereto and is incorporated by this reference.

Forward Looking Statements. This Item 2.05 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, many of which are beyond the control of the Company.  Any forward-looking statements made in this Item 2.05 and the attached press release speak as of the date made and are not guarantees of future performance or amounts. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and, except as may be required by law, the Company undertakes no obligation to update any such statements.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

99.1  Press Release dated November 29, 2011


 
 

 

SIGNATURE
 
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.
 
     
Date: November 29, 2011
By:   
     /s/ James E. Thompson  
   
Name:   
James E. Thompson
 
   
Title: 
Senior Vice President, General Counsel and Secretary
 


EX-99.1 2 ex99_1.htm PRESS RELEASE ex99_1.htm
Exhibit 99.1
 

 
CHIQUITA TO CONSOLIDATE CORPORATE HEADQUARTERS IN CHARLOTTE
 Positions Chiquita for long-term growth, improves operational efficiencies, and enhances access to worldwide market opportunities and customers

CINCINNATI, Nov. 29, 2011 – Chiquita Brands International, Inc. (NYSE: CQB) today announced plans to relocate its corporate headquarters to Charlotte, North Carolina, from the company’s current location in Cincinnati, Ohio. The relocation will include more than 300 positions currently based in Cincinnati.  Chiquita will also consolidate other corporate functions in Charlotte by bringing more than 100 additional positions currently spread across the U.S. to improve execution and accelerate decision-making. The move is expected to be complete by the end of 2012.

“After an extensive review of our capabilities and needs, we are confident that Charlotte is the optimal location for our business and that our decision to relocate is in the long-term best interest of our company, customers, employees and shareholders,” said Fernando Aguirre, chairman and chief executive officer.  “Charlotte provided the most compelling economic opportunity to lower our long-term operating costs and the region is an attractive community for our employees. Importantly, the Charlotte airport provides improved access to international markets, customers and Chiquita operations around the world.”

“We are grateful for the efforts and leadership of Governor Perdue, Mecklenburg County Commission Chair Roberts, Mayor Foxx, the Charlotte Chamber of Commerce and Charlotte Center City Partners for working with us to make this relocation possible.  We look forward to joining the Charlotte business community and beginning this exciting new chapter for Chiquita,” added Aguirre.
 
“Chiquita looked across America for a place to locate its global headquarters and they chose Charlotte, North Carolina,” said North Carolina Governor Bev Perdue.  “Once again this state’s tremendous workforce, top business climate and accessible infrastructure attracted an internationally competitive company.”

“We welcome Chiquita and its global headquarters to Charlotte,” said Charlotte Mayor Anthony Foxx.  “Their move, which follows an all-hands-on-deck recruiting effort, serves to further diversify Charlotte’s economy and bring a significant number of high quality jobs.  Chiquita has a legendary track record of corporate citizenship, and, in addition to its economic impact, we can also look forward to the many ways in which its presence will enhance our quality of life.”

Chiquita will offer the great majority of its Cincinnati employees the opportunity to relocate to the North Carolina headquarters. The decision to relocate Chiquita’s headquarters is part of the company’s ongoing efforts to make its operations more efficient, and follows a thoughtful and rigorous review of Chiquita’s
 
 
 
 

 
 
 
corporate operations. Potential locations were evaluated against multiple criteria, including costs and ease of access to Chiquita’s operations.

The company expects that total project related costs will total $30 to $35 million during the next two years, of which $24 million will be recaptured through state, local and other incentives during the next decade. In addition, the company expects to generate ongoing operating cost savings of more than $4 million annually during the next decade from the benefits of domestic consolidation of locations, lower rental rates and travel costs.

ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Brands International, Inc. (NYSE: CQB) is committed to Improving World Nutrition, as a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products – from energy-rich bananas, blends of convenient green salads, other fruits to healthy snacking products.  The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks.  With annual revenues of more than $3 billion, Chiquita employs more than 21,000 people and has operations in nearly 70 countries worldwide.  For more information, please visit our corporate web site at www.chiquita.com.

FORWARD-LOOKING STATEMENTS
 
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, many of which are beyond the control of Chiquita, including: the customary risks experienced by global food companies, such as prices for  fuel and other commodity inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting the company or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with these items.
 
Any forward-looking statements made in this press release 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.  Additional information on factors that could influence Chiquita’s financial results is included in its SEC filings, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

CONTACTEd Loyd, +1-513-784-8935, eloyd@chiquita.com