SEC Company Response from CHIQUITA BRANDS INTERNATIONAL INC (CIK 0000101063) — Sep 30, 2005
CHIQUITA BRANDS INTERNATIONAL INC (CIK 0000101063)
Date: Sept. 30, 2005 · CIK: 0000101063 · Accession: 0001193125-05-194878
AI Filing Summary & Sentiment
File numbers found in text: 333-123181
Referenced dates: March 28, 2005
Letter
VIA EDGAR AND FACSIMILE Securities and Exchange Commission 450 Fifth Street, N.W. Mail Stop 04-05 Washington, DC 20549 RE: Chiquita Brands International, Inc. Form S-3 File No. 333-123181
Dear Ms. Kramer:
We have reviewed your letter dated March 28, 2005 regarding the registration statement on Form S-3 (file no. 333-123181) of Chiquita Brands International, Inc. (the “Company”). For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), we have provided our response below a copy of the Staff’s comment.
General
1.
We note your discussion in the Form 8-K filed on February 23, 2005 of your Stock Purchase Agreement with Performance Food Group for the acquisition of their Fresh Express salad and fruit business entered into on February 22, 2005. Supplementally, please provide your analysis of whether the acquisition is significant under Rule 3-05 of Regulation S-X such that financial statements and pro forma financial information will be required to be filed. In this regard, please note that if the acquisition is sufficiently significant, this information will be required to be filed prior to effectiveness of this registration statement. We may have further comment upon reviewing your response.
Response
The Company analyzed whether its acquisition of the Fresh Express salad and fruit business from Performance Food Group Company was significant under Rule 3-05 of Regulation S-X and whether pro forma financial information was required pursuant to Rule 11-01 of Regulation S-X. The Company determined that the acquisition was significant and that financial statements of Fresh Express conforming to Rules 3-01 and 3-02 would need to be filed with the Commission. In addition, the Company determined that pro forma financial information would also need to be filed with the Commission. Accordingly, the
250 East Fifth Street, Cincinnati, Ohio 45202
(513) 784-8804 Fax: (513) 564-2925
E-Mail: bolson@chiquita.com
Securities and Exchange Commission
September 30, 2005
Page 2
Company filed a Form 8-K on July 1, 2005, as amended on July 15, 2005, which contained the required financial statements and pro forma financial information. The Form 8-K filed on July 1, 2005, as amended on July 15, 2005, is incorporated by reference into the Company’s Amendment No. 1 to the S-3 Registration Statement filed with the Commission on September 7, 2005.
If you have any questions or require additional information, please contact me at the address and telephone listed on the prior page or Barbara Wagner, Esq. in this office at (513) 784-8616. You may also contact Bradley Friedman (telephone (212) 735-3783) or Michael Zeidel (telephone (212) 735-3259) at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522.
Very truly yours,
/s/ Robert W. Olson
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CORRESP 1 filename1.htm Letter of Response to the Securities and Exchange Commission Chiquita Brands International ROBERT W. OLSON Senior Vice President, General Counsel and Secretary September 30, 2005 VIA EDGAR AND FACSIMILE Melinda Kramer Securities and Exchange Commission 450 Fifth Street, N.W. Mail Stop 04-05 Washington, DC 20549 RE: Chiquita Brands International, Inc. Form S-3 File No. 333-123181 Dear Ms. Kramer: We have reviewed your letter dated March 28, 2005 regarding the registration statement on Form S-3 (file no. 333-123181) of Chiquita Brands International, Inc. (the “Company”). For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), we have provided our response below a copy of the Staff’s comment. General 1. We note your discussion in the Form 8-K filed on February 23, 2005 of your Stock Purchase Agreement with Performance Food Group for the acquisition of their Fresh Express salad and fruit business entered into on February 22, 2005. Supplementally, please provide your analysis of whether the acquisition is significant under Rule 3-05 of Regulation S-X such that financial statements and pro forma financial information will be required to be filed. In this regard, please note that if the acquisition is sufficiently significant, this information will be required to be filed prior to effectiveness of this registration statement. We may have further comment upon reviewing your response. Response The Company analyzed whether its acquisition of the Fresh Express salad and fruit business from Performance Food Group Company was significant under Rule 3-05 of Regulation S-X and whether pro forma financial information was required pursuant to Rule 11-01 of Regulation S-X. The Company determined that the acquisition was significant and that financial statements of Fresh Express conforming to Rules 3-01 and 3-02 would need to be filed with the Commission. In addition, the Company determined that pro forma financial information would also need to be filed with the Commission. Accordingly, the 250 East Fifth Street, Cincinnati, Ohio 45202 (513) 784-8804 Fax: (513) 564-2925 E-Mail: bolson@chiquita.com Securities and Exchange Commission September 30, 2005 Page 2 Company filed a Form 8-K on July 1, 2005, as amended on July 15, 2005, which contained the required financial statements and pro forma financial information. The Form 8-K filed on July 1, 2005, as amended on July 15, 2005, is incorporated by reference into the Company’s Amendment No. 1 to the S-3 Registration Statement filed with the Commission on September 7, 2005. If you have any questions or require additional information, please contact me at the address and telephone listed on the prior page or Barbara Wagner, Esq. in this office at (513) 784-8616. You may also contact Bradley Friedman (telephone (212) 735-3783) or Michael Zeidel (telephone (212) 735-3259) at Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522. Very truly yours, /s/ Robert W. Olson