-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZ22IUQS9EcBDjNPU0P7WdYnoXsiORHMHO9FsHrOSmCe8BBqggTJhHosKifSGNSW GAmCoOVuxuFqK73AR4RkPQ== /in/edgar/work/20000809/0000088121-00-500003/0000088121-00-500003.txt : 20000921 0000088121-00-500003.hdr.sgml : 20000921 ACCESSION NUMBER: 0000088121-00-500003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000809 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: [2011 ] IRS NUMBER: 042260388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03390 FILM NUMBER: 689954 BUSINESS ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 BUSINESS PHONE: 9136768800 MAIL ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 FORMER COMPANY: FORMER CONFORMED NAME: SEABOARD ALLIED MILLING CORP DATE OF NAME CHANGE: 19820328 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY BAKERIES INC DATE OF NAME CHANGE: 19710315 8-K 1 prod8k.txt 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) August 9, 2000 Seaboard Corporation (Exact name of registrant as specified in its charter) Delaware 1-3390 04-2260388 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 9000 W. 67th Street, Shawnee Mission, Kansas 66202 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (913) 676-8800 Not Applicable (Former name or former address, if changed since last report.) Item 5. Other Events On August 9, 2000, Seaboard Corporation ("Seaboard") announced that its Corporate management recently discovered information revealing that assets of its Produce Division had been overstated in prior periods due to accounting errors and irregularities in the Produce Division's books and records. After consultation with Seaboard's independent auditors, management has determined to restate Seaboard's financial statements for each of the prior periods effected. Seaboard also announced that the Produce Division had incurred operating losses of approximately $6.8 million for the six months ended June 30, 2000. These announcements are contained in the press release attached hereto as Exhibit 99.1 which is incorporated herein in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. 99.1 Text of Press Release of Seaboard Corporation, dated August 9, 2000 SIGNATURES 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 thereunto duly authorized. DATE: August 9, 2000 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Vice President-Chief Financial Officer EX-99.1CHARTER 2 press4.txt PRESS RELEASE August 9, 2000 Shawnee Mission, Kansas Seaboard Corporation (AMEX symbol: SEB) with offices at 9000 West 67th Street, Shawnee Mission, Kansas 66202 (the "Company") announced today that its Corporate management recently discovered information revealing that assets of its Produce Division had been overstated in prior periods due to accounting errors and irregularities in the Produce Division's books and records. The errors and irregularities related primarily to the crops in production and related materials in Honduras as reported by the Miami headquarters of the Produce Division. The Company currently estimates that such matters had the effect of overstating earnings by approximately $0.2 million for the quarter ended March 31, 2000 and overstating assets by approximately $7.5 million and retained earnings by approximately $5.3 million as of December 31, 1999 as well as impacting the Company's financial statements in all prior periods back to fiscal 1995. The Produce Division markets a wide variety of fruits and vegetables grown through joint ventures or by independent growers in the United States and Latin America, grows pickles and peppers in Honduras, and produces shrimp in Honduras. In fiscal 1999, the Produce Division accounted for $25.4 million of the Company's $1,255 million in sales. At December 31, 1999 as restated for the matters noted above, the Produce Division had assets of approximately $32.3 million compared to total Company assets of approximately $1,278 million. After consultation with the Company's independent auditors, management has determined to restate the Company's financial statements for each of the prior periods effected. The Company is diligently working with its independent auditors on quantifying the effect on individual prior periods. The Company anticipates filing the restated financial statements with the Securities and Exchange Commission on Form 10-K/A and Form 10- Q/A. It is currently anticipated that these filings will be made prior to the end of August. In connection with this announcement, a Company spokesperson noted, "although management was surprised and disappointed with discovery of the overstatement of assets, this error was limited to the Produce Division and management has taken appropriate action to address the matter. We do not believe the restatements discussed above reflect a material change in the financial condition and results of operations of the Company as a whole." Unrelated to the restatement discussed above, the Company also announced today that the Produce Division has incurred operating losses of approximately $6.8 million for the six months ended June 30, 2000. These losses are primarily the result of low yields and quality which significantly decreased margins on seasonal produce sales, primarily melons, and losses related to the pickle and pepper operation in Honduras. The results were also negatively impacted by increases in reserves for uncollectible related grower advances at the conclusion of the melon season in June. This news release contains statements that constitute "Forward- looking Statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward- looking statements in this new release include the intent, belief or current expectations of management of the Company as well as the assumptions on which such statements are based. Forward- looking statements are not guarantees of future performance and involve risks and uncertainties. Actual operating results currently known to management that could cause actual results to differ materially from those contemplated by the forward-looking statements in this press release can be found under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's quarterly report on Form 10-Q for the period ended March 31, 2000 filed with the Securities and Exchange Commission on April 28, 2000. -----END PRIVACY-ENHANCED MESSAGE-----