8-K 1 k8-fjord.txt SEABOARD CORPORATION 8-K DATED DECEMBER 3, 2003 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) December 3, 2003 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 2. Acquisition or Disposition of Assets On December 3, 2003, Seaboard Corporation (Seaboard) announced that it has completed the sale of 100% of its equity investment in Fjord Seafood ASA (Fjord) through a private placement by an investment banker to unknown third parties. This interest represents approximately 18.6 percent of Fjord's total outstanding shares. As a result of the transaction, Seaboard will receive net cash proceeds of approximately $37,273,000 and will recognize a gain of approximately $18,036,000, which includes approximately $3,537,000 of foreign currency translation gains previously recorded through other comprehensive income. The gain will not be subject to income tax. Item 7. Financial Statements and Exhibits (b) Pro forma financial information: The investment in Fjord Seafood ASA was accounted for by Seaboard using the equity method. Accordingly, the following pro forma unaudited condensed consolidated financial statements of Seaboard reflect the pro forma impact of the disposition of its investment in Fjord on Seaboard's financial position and results of operations. The pro forma condensed consolidated statements of earnings are presented for the nine months ended September 27, 2003 and the year ended December 31, 2002, reflecting the pro forma adjustments as though the sale was consummated at the beginning of each period presented. A pro forma condensed consolidated balance sheet is presented as of September 27, 2003, reflecting pro forma adjustments as though the sale was consummated on that date. A description of each of the pro forma adjustments is included in the accompanying notes to the pro forma condensed consolidated financial statements. The following pro forma financial information is not necessarily indicative of the actual financial position or results of operations that would have resulted had the sale been consummated on the dates assumed, nor is it necessarily indicative of future operating results. 2 SEABOARD CORPORATION AND SUBSIDIARIES Pro Forma Condensed Consolidated Balance Sheet September 27, 2003 (Thousands of dollars) (Unaudited) Pro Forma Historical Adjustments Pro Forma Assets Cash and cash equivalents $ 25,903 $ 37,273 (1) $ 63,176 Receivables, net 185,592 - 185,592 Inventories 255,578 - 255,578 Other current assets 85,069 - 85,069 Total current assets 552,142 37,273 589,415 Investments in and advances to foreign affiliates 66,771 (21,165) (2) 45,606 Net long-term assets 649,838 - 649,838 Total assets $1,268,751 $ 16,108 $1,284,859 Liabilities and Stockholders' Equity Total current liabilities 334,551 - 334,551 Long-term debt, less current maturities 313,888 - 313,888 Other long-term liabilities 119,726 - 119,726 Total non-current and deferred liabilities 433,614 - 433,614 Minority interest 5,995 - 5,995 Stockholders' equity: Common stock of $1 par value, Authorized 4,000,000 shares; issued and outstanding 1,255,054 shares 1,255 - 1,255 Accumulated other comprehensive loss (58,237) (2,638) (3) (60,875) Retained earnings 551,573 18,746 (4) 570,319 Total stockholders' equity 494,591 16,108 510,699 Total liabilities and stockholders' equity $1,268,751 $ 16,108 $1,284,859 3 SEABOARD CORPORATION AND SUBSIDIARIES Pro Forma Condensed Consolidated Statements of Earnings Nine months ended September 27, 2003 (Thousands of dollars except per share amounts) (Unaudited) Historical Pro Forma September 27, Pro Forma September 27, 2003 Adjustments 2003 Net sales $1,433,167 $ - $1,433,167 Cost of sales and operating expenses 1,316,421 - 1,316,421 Gross income 116,746 - 116,746 Selling, general and administrative expenses 80,638 - 80,638 Operating income 36,108 - 36,108 Other income (expense): Interest expense (20,393) - (20,393) Interest income 2,037 - 2,037 Loss from foreign affiliates (20,932) 16,256 (5) (4,676) Minority interest (452) - (452) Foreign currency loss, net (7,015) - (7,015) Miscellaneous, net 6,780 - 6,780 Total other income (expense), net (39,975) 16,256 (23,719) Earnings (loss) before income taxes and cumulative effect of changes in accounting principles (3,867) 16,256 12,389 Income tax benefit 1,856 - 1,856 Earnings (loss) before cumulative effect of changes in accounting principles (2,011) 16,256 14,245 Net earnings (loss) per common share: Earnings (loss) per share before cumulative effect of changes in accounting principles $ (1.60) $ 12.95 $ 11.35 Dividends declared per common share $ 2.25 $ - $ 2.25 Average number of shares outstanding 1,255,054 1,255,054 4 SEABOARD CORPORATION AND SUBSIDIARIES Pro Forma Condensed Consolidated Statements of Earnings Year ended December 31, 2002 (Thousands of dollars except per share amounts) (Unaudited) Historical Pro Forma December 31, Pro Forma December 31, 2002 Adjustments 2002 Net sales $1,829,307 $ - $1,829,307 Cost of sales and operating expenses 1,679,264 - 1,679,264 Gross income 150,043 - 150,043 Selling, general and administrative expenses 102,918 - 102,918 Operating income 47,125 - 47,125 Other income (expense): Interest expense (22,659) - (22,659) Interest income 5,887 - 5,887 Loss from foreign affiliates (16,826) 10,158 (5) (6,668) Minority interest (1,087) - (1,087) Foreign currency loss, net (17,143) - (17,143) Miscellaneous, net (4,939) - (4,939) Total other income (expense), net (56,767) 10,158 (46,609) Earnings (loss) before income taxes (9,642) 10,158 516 Income tax benefit 23,149 - 23,149 Net earnings (loss) $ 13,507 $ 10,158 $ 23,665 Earnings per common share $ 9.38 $ 7.06 $ 16.44 Dividends declared per common share $ 2.50 $ - $ 2.50 Average number of shares outstanding 1,439,753 1,439,753 5 SEABOARD CORPORATION AND SUBSIDIARIES Notes to Pro Forma Condensed Consolidated Balance Sheet and Pro Forma Condensed Consolidated Statements of Earnings 1) Adjustment reflects the net cash proceeds from the sale of Seaboard's investment in Fjord of $37,273,000. 2) Adjustment eliminates the balance of Seaboard's investment in Fjord as of September 27, 2003. 3) Adjustment eliminates the amount of foreign currency translation adjustment included in accumulated other comprehensive income related to Seaboard's investment in Fjord as of September 27, 2003. During the fourth quarter of 2003, Seaboard will record an additional foreign currency translation adjustment of $899,000 resulting in total accumulated other comprehensive income of $3,537,000 related to its investment in Fjord immediately prior to the sale. 4) Adjustment reflects the amount of gain that would have been recognized by Seaboard had the investment in Fjord been sold on September 27, 2003 compared to the actual amount of gain of $18,036,000 which difference of $710,000 represents Seaboard's share of Fjord's earnings to be recorded by Seaboard during the fourth quarter of 2003. 5) Adjustment eliminates from consolidated results Seaboard's share of Fjord's losses recognized in the Condensed Consolidated Statements of Earnings for the applicable time periods. No adjustment has been made with respect to the use of proceeds. 6 SIGNATURE 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: December 5, 2003 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Senior Vice President, Treasurer and Chief Financial Officer 7