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CHIQUITA ANNOUNCES EXPECTED EXPIRATION OF EXCHANGE OFFER AND APPROVAL OF LISTING OF DEPOSITARY SHARES ON NYSE

 CHIQUITA ANNOUNCES EXPECTED EXPIRATION OF EXCHANGE OFFER AND
 APPROVAL OF LISTING OF DEPOSITARY SHARES ON NYSE
 CINCINNATI, Oct. 29 /PRNewswire/ -- Chiquita Brands International, Inc. (NYSE: CQB) announced today that its pending exchange offer expires on Oct. 30 at 5 p.m. Eastern Time, and the company does not plan to further extend it or amend its terms. The company noted that it expects to accept all shares tendered. As of Oct. 28, approximately three million shares of common stock had been tendered, including one million shares tendered by American Financial Corporation, which owns approximately 46 percent of the company's outstanding common stock.
 The company has also been notified by the New York Stock Exchange that the listing of the $1.32 Depositary Shares to be issued in connection with the exchange offer has been approved. The company anticipates that "when issued" trading of the Depositary Shares will commence early in the week of Nov. 2, following acceptance of the tendered shares.
 The company expects to announce the final number of shares tendered and Depositary Shares to be issued on Nov. 9, 1992, following the deadline for receipt of stock certificates under the guaranteed delivery procedures. Certificates for the Depositary Shares should be mailed to shareholders not later than the week of Nov. 16.
 As previously announced and as more fully described in the offering materials, the Depositary Shares, which represent interests in a new series of preferred stock to be issued upon completion of the exchange offer, will be exchanged on a one-for-one basis for shares of common stock tendered in the exchange offer. The Depositary Shares will have one vote per share, voting with common stock; will have a liquidation preference of $18.00 per share; will pay dividends of $1.32 per year ($0.33 per quarter, except that the first dividend, payable on Dec. 7, 1992, is expected to be pro-rated to $0.23); and will convert back into common stock on Sept. 7, 1995, or earlier at the company's option, at a rate of one-for-one (except that the rate will be less than one-for-one if the market value of common stock exceeds $24.00 per share at the time of the conversion). On Oct. 28, 1992, the last sale price of common stock on the New York Stock Exchange was $16.50 per share.
 The company is acting as its own information agent in the exchange offer; Securities Transfer Company, Cincinnati, Ohio, is the exchange agent. Information concerning the exchange offer, including tendering and guaranteed delivery procedures, may be obtained from the company at 513-784-8200 or from Securities Transfer Company at 800-368-3417 or 513-579-2414.
 Chiquita is a leading international marketer, processor and producer of quality fresh and prepared food products.
 -0- 10/29/92
 /CONTACT: Sandra W. Heimann of Chiquita Brands International, 513-784-8011/
 (CQB) CO: Chiquita Brands International, Inc. ST: Ohio IN: FOD SU: OFR


KK -- CL021 -- 6641 10/29/92 13:53 EST
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Publication:PR Newswire
Date:Oct 29, 1992
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