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CQB > SEC Filings for CQB > Form 8-K on 23-Dec-2013All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

Chiquita Brands International, Inc. ("CBII") and Chiquita Brands L.L.C. ("CBLLC" and, together with CBII, the "Company") plan to file a registration statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") with respect to an offer to exchange new 7.875% Senior Secured Notes due 2021 that have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 7.875% Senior Secured Notes due 2021 that the Company issued on February 5, 2013. The Senior Secured Notes are, and will continue to be following the note exchange, fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the Company's existing and future, direct and indirect domestic subsidiaries, other than de minimis subsidiaries (the "Guarantors").
In connection with the exchange offer, CBII will become subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities registered or being registered with the SEC. CBII is filing this Current Report on Form 8-K for the purpose of updating the interim financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 (the "2013 Q3 10-Q"), to include an additional footnote ("Note 17 - Supplemental Consolidating Financial Information") with condensed consolidating financial information relating to the Guarantors. No other information in the 2013 Q3 10-Q, other than that relating to the information identified above, is being updated by this filing. The updated interim financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference and have been updated solely to include the new footnote information referenced above relating to the condensed consolidating financial information relating to the Guarantors. All other information provided in the 2013 Q310-Q remains unchanged and this Form 8-K does not modify or update the disclosures in the 2013 Q3 10-Q in any way other than the inclusion of the additional financial information. This Current Report on Form 8-K should be read in conjunction with CBII's Annual Report on Form 10-K, as amended, and the related Current Report on Form 8-K also filed today which updates our Annual Report on Form 10-K to include condensed consolidating financial information related to Guarantors, and the 2013 Q3 10-Q, as well as the Company's other filings with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit    Description

99.1       Condensed Consolidated Interim Financial Statements (unaudited) and
           Notes thereto updated to disclose condensed consolidating guarantor
           financial information (which replaces and supersedes the applicable
           information in Part I, Item 1. Financial Statements (Unaudited), of
           the 2013 Q3 Form 10-Q).

101.INS    XBRL Instance Document.

101.SCH    XBRL Taxonomy Extension Schema Document.

101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.

101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document.

101.LAB    XBRL Taxonomy Extension Label Linkbase Document.

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