SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1996 Number 1-1550
CHIQUITA BRANDS INTERNATIONAL, INC.
Incorporated under the I.R.S. Employer I.D.
Laws of New Jersey No. 04-1923360
250 East Fifth Street, Cincinnati, Ohio 45202
(513) 784-8000
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 3. Exhibits
See Index of Exhibits (page 4) for a listing of all exhibits filed
with this Annual Report on Form 10-K, as amended.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized
on June 24, 1997.
CHIQUITA BRANDS INTERNATIONAL, INC.
By /s/ William A. Tsacalis
William A. Tsacalis
Vice President and Controller
CHIQUITA BRANDS INTERNATIONAL, INC.
Index of Exhibits
Exhibit
Number Description
*3-a Second Restated Certificate of Incorporation, filed as Exhibit
3(a) to Quarterly Report on Form 10-Q for the quarter ended June
30, 1994, as amended by the Certificate of Amendment establishing
the terms of the Series B Preferred Stock, filed as Exhibit 3(a)
to Quarterly Report on Form 10-Q for the quarter ended June 30,
1996
*3-b By-Laws, filed as Exhibit 3-b to Annual Report on Form 10-K for
the year ended December 31, 1992
*4 Indenture dated as of February 15, 1994 between the Company and
The Fifth Third Bank, Trustee, with respect to Senior Debt
Securities, under which the Company s 9 1/8% Senior Notes due 2004
and the Company s 10 1/4% Senior Notes due 2006 have been issued
(incorporated by reference to Exhibit 4(c) of Registration
Statement 333-00789), as supplemented by the First Supplemental
Indenture dated as of June 15, 1994 (incorporated by reference to
Exhibit 6(a)99(c) to Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994) and by the Second Supplemental Indenture
dated as of July 15, 1996 (incorporated by reference to Exhibit 4
to Quarterly Report on Form 10-Q for the quarter ended June 30,
1996); and as further supplemented by the Certificate of the Vice
President and Controller of the Company establishing the terms of
the 9 1/8% Senior Notes (incorporated by reference to Exhibit
7(c)(3) to Current Report on Form 8-K dated February 8, 1994) and
by the Terms of 10 1/4% Senior Notes approved by the Executive
Committee of the Board of Directors of the Company (incorporated
by reference to Exhibit 7(c)99.6 to Current Report on Form 8-K
dated July 22, 1996)
*10-a Lease of Lands and Operating Contract between United Brands
Company, Chiriqui Land Company, Compania Procesadora de Frutas and
the Republic of Panama, dated January 8, 1976, effective January
1, 1976, filed as Exhibit 10-a to Annual Report on Form 10-K for
the year ended December 31, 1993
*10-b Agreement dated January 11, 1996 effective January 1, 1996 between
Tela Railroad Company and the Honduran National Railroad, filed as
Exhibit 10-b to Annual Report on Form 10-K for the year ended
December 31, 1995
*10-c Stock Purchase Agreement dated December 20, 1995 between
Smithfield Foods, Inc. ("Smithfield") and the Company filed as
Exhibit 7.1 to Schedule 13D dated December 20, 1995 filed by the
Company and certain other persons with respect to Smithfield
common stock
**10-d Credit Agreement dated December 31, 1996 among Chiquita Brands
International, Inc., The First National Bank of Boston, as
administrative agent, and the financial institutions which are
lenders thereunder relating to the Company s $125 million
revolving credit facility
Executive Compensation Plans
**10-e 1986 Stock Option and Incentive Plan, as amended
*10-f Individual Stock Option Plan and Agreement, filed as Exhibit 4 to
Registration Statement on Form S-8 No. 33-25950 dated December 7,
1988
*10-g Amended and Restated Deferred Compensation Plan, filed as Exhibit
10-f to Annual Report on Form 10-K for the year ended December 31,
1995
**10-h Deferred Compensation Plan for Board of Directors of Chiquita
Brands International, Inc. dated January 1, 1997
**11 Computation of Earnings Per Common Share
**12 Computation of Ratios of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends
**13 Chiquita Brands International, Inc. 1996 Annual Report to
Shareholders (pages 25 through 50 and page 52)
**21 Subsidiaries of Registrant
**23 Consent of Independent Auditors
**24 Powers of Attorney
**27 Financial Data Schedule
99 Annual Report on Form 11-K for the Chiquita Savings and Investment
Plan for 1996.
* Incorporated by reference.
** Previously filed with Securities and Exchange Commission.