-----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, LFhg0SboqdxXST/2pivb+J2KdJUO3p8SMK04Eb/1RUeSkR11uYnHq/BMPfflxb5a esGMXFlBsKKqyQ+03wKJaw== 0000088121-10-000013.txt : 20101206 0000088121-10-000013.hdr.sgml : 20101206 20101206164703 ACCESSION NUMBER: 0000088121-10-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101206 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 042260388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03390 FILM NUMBER: 101234674 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 k812610.txt SEABAORD CORPORATION 8-K DATED 12-6-2010 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 6, 2010 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) 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events On December 6, 2010, Seaboard Corporation completed the acquisition of a 50 percent non-controlling interest in Butterball, LLC ("Butterball") for a cash purchase price of $177.5 million. Butterball is a vertically integrated producer, processor and marketer of branded turkeys, turkey meat and parts. The other 50 percent interest in Butterball continues to be owned by Maxwell Farms, LLC, a North Carolina limited liability company ("Maxwell"). In connection with the purchase, Butterball acquired the live turkey growing and related assets of an affiliate of Maxwell and of Murphy-Brown LLC ("Murphy Brown") (a subsidiary of Smithfield Foods, Inc., which previously owned a 49 percent interest in Butterball). Butterball previously purchased turkeys from the Maxwell affiliate and Murphy Brown for processing. In connection with the purchase, Seaboard provided Butterball with a $100 million unsecured subordinated loan (the "Subordinated Loan") in accordance with the terms previously disclosed. In connection with providing the Subordinated Loan, Seaboard received detachable warrants, which upon exercise for a nominal exercise price, enables Seaboard to acquire an additional five percent of the equity of Butterball, subject to Butterball having the right to repurchase the warrant for fair market value. The warrant agreement essentially provides Seaboard with a 52.5 percent economic interest as these warrants are in-substance an additional equity interest. However, all significant corporate governance matters would continue to be shared equally between Seaboard and Maxwell even if the warrants are exercised by Seaboard, unless Seaboard already owns a majority of the voting rights at the time of exercise. Butterball also obtained a $300 million senior secured credit loan ("Senior Credit Loan"") comprised of a term loan facility of $150 million and a revolving credit facility of $150 million, with a five year term. Seaboard previously disclosed that it had committed to provide this financing if third party financing could not be obtained. The foregoing is a summary and does not purport to be a complete description of all terms and conditions of the Purchase Agreement and the other agreements entered into in connection with the acquisition. On December 6, 2010, Seaboard issued a press release announcing the acquisition of the interest in Butterball, LLC. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8- K and is incorporated herein by reference. Also on December 6, 2010, Registrant issued a press release announcing a declaration of dividend. The full text of this press release is included as Exhibit 99.2 to this Current Report on Form 8-K. Forward-Looking Statements This current report on Form 8-K may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, and you should not place undue reliance on any such forward-looking statements, including those regarding the Butterball joint venture and the anticipated benefits of the venture. Forward-looking statements, if made, are based on current intent, beliefs, plans and expectations, and involve risks and uncertainties that could cause actual future results, performance or developments to differ materially from those described in or implied by such forward-looking statements, including risks related to operating the joint venture going forward, and the failure to realize anticipates synergies or operational efficiencies from the joint venture. The company cautions investors not to place undue reliance on any forward-looking statements, and encourages investors to review risk factors contained in Seaboard Corporation's most recent Securities and Exchange Commission reports, including its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, press releases and other communications. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Item 9.01 Financial Statements and Exhibits (c) Exhibits Seaboard hereby furnishes the following exhibit pursuant to Item 8.01: 99.1 Press release of Seaboard Corporation dated December 6, 2010 announcing the agreement to purchase an interest in Butterball, LLC. 99.2 Press release of Seaboard Corporation dated December 6, 2010 announcing a declaration of dividend. 1 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 6, 2010 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Senior Vice President, Chief Financial Officer 2 EX-99.1 2 ex99-1.txt SEABOARD CORPORATION PURCHASES INTEREST IN BUTTERBALL, LLC Exhibit 99.1 SEABOARD CORPORATION PURCHASES INTEREST IN BUTTERBALL, LLC SHAWNEE MISSION, KANSAS - December 6, 2010 - Seaboard Corporation (NYSE Amex: SEB) is pleased to announce that it has completed the acquisition of a 50 percent interest in Butterball, LLC, in partnership with Maxwell Farms, LLC. "Butterball is an iconic brand name in the United States, representing superior quality, outstanding value and excellent customer service," states Steve Bresky, Seaboard's President and Chief Executive Officer. "We look forward to our participation with the Butterball management team and Maxwell and bringing additional value to Butterball." "We are pleased to be partnering with Seaboard and moving forward as the buyer of Butterball, the strongest brand in the turkey industry," said Walter Pelletier, President of Maxwell Farms, LLC. "Seaboard is a strong, diversified company with a great reputation in the agriculture and food industries, and we are confident the partnership will be mutually beneficial for both companies." Butterball, LLC is the industry leader in providing safe, nutritious, high-quality turkey products. Bank of America Merrill Lynch acted as financial adviser to Seaboard in connection with the transaction. About Seaboard Corporation: Seaboard Corporation has a history dating back more than 90 years. Although the company has evolved over time through acquisitions, partnerships and internal growth, its roots are in grain and agriculturally derived products. Seaboard Corporation directly or indirectly employs more than 14,000 people worldwide and ranks number 552 on the 2010 Fortune 1000 list, with net sales of approximately $3.6 billion annually. Seaboard is traded on the NYSE Amex Equities under the symbol SEB. For more information on Seaboard Corporation, visit www.seaboardcorp.com. About Maxwell Farms, LLC: Maxwell Farms, LLC is an affiliated company of Goldsboro Milling Company. Headquartered in Goldsboro, North Carolina, Maxwell Farms, LLC owns the Maxwell family's interest in Butterball, LLC. Goldsboro Milling began in 1916 as a feed mill that sold bag feed across eastern North Carolina. It soon turned its attention to bulk feed and in 1958 began to grow turkeys. In the mid 1980's, Goldsboro Milling joined with Carroll's Foods to form Carolina Turkeys, which is now Butterball. In the late 1980's, Goldsboro Milling added swine, and today is the tenth largest swine producer in the U.S. Goldsboro Milling also invests in land and timber. About Butterball, LLC: Butterball, LLC is the largest producer of turkey products in the United States. Headquartered in Garner, North Carolina, Butterball produces more than 1 billion pounds of turkey each year, and the company supplies its products to more than 30 countries. The industry leader has seven plants located throughout the United States. For more information about Butterball, visit www.butterball.com. You can also call 1-800-BUTTERBALL for answers to your most puzzling questions about turkey preparation. Forward-Looking Statements: This news release may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements, and you should not place undue reliance on any such forward-looking statements, including those regarding the Butterball joint venture and the anticipated benefits of the venture. Forward-looking statements, if made, are based on current intent, beliefs, plans and expectations, and involve risks and uncertainties that could cause actual future results, performance or developments to differ materially from those described in or implied by such forward-looking statements, including risks related to operating the joint venture going forward, and the failure to realize anticipates synergies or operational efficiencies from the joint venture. The company cautions investors not to place undue reliance on any forward-looking statements, and encourages investors to review risk factors contained in Seaboard Corporation's most recent Securities and Exchange Commission reports, including its annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, press releases and other communications. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. ### EX-99.2 3 ex99-2.txt SEABOARD CORPORATION PRESS RELEASE DECLARATION OF DIVIDEND Exhibit 99.2 PRESS RELEASE DECLARATION OF DIVIDEND December 6, 2010 Shawnee Mission, Kansas Seaboard Corporation (NYSE Amex symbol: SEB) with offices at 9000 West 67th Street, Shawnee Mission, Kansas 66202, today announced that the Board of Directors of the Corporation has declared a dividend of Six Dollars and Seventy-Five Cents ($6.75) per share on the common stock of the Corporation, payable December 31, 2010 to stockholders of record at the close of business on December 20, 2010. The increased amount of the dividend (which has historically been $0.75 per share on a quarterly basis or $3.00 per share on an annual basis) represents payment of the regular fourth quarter dividend of $0.75 per share and a special dividend of $6.00 per share, equaling the anticipated annual 2011 and 2012 dividends ($3.00 per share per year). This increased dividend is being made to ensure that the taxes shareholders will pay based on the receipt of the dividend is taxed at the currently favorable 2010 tax rate on dividends. The Corporation does not intend to declare any further dividends for the years 2011 and 2012. -----END PRIVACY-ENHANCED MESSAGE-----