0000088121-11-000012.txt : 20110906 0000088121-11-000012.hdr.sgml : 20110905 20110906160441 ACCESSION NUMBER: 0000088121-11-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110901 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110906 DATE AS OF CHANGE: 20110906 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: 111075794 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 k89611.txt SEABOARD CORPORATION 8-K DATED SEPTEMBER 1, 2011 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) September 1, 2011 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 1.02 Termination of a Material Definitive Agreement. On September 1, 2011, Rod K. Brenneman, President of Registrant's subsidiary, Seaboard Foods LLC, was appointed President of Butterball, LLC, which Registrant owns a 50 percent non-controlling voting interest in. In order to assume his new role as President of Butterball, LLC, Mr. Brenneman has resigned as President of Seaboard Foods LLC and no longer is an executive officer of Registrant. Mr. Brenneman will continue to assist in the management of Seaboard Foods LLC for an interim period. In connection with this appointment, the Employment Agreement dated July 1, 2005 between Seaboard Foods LLC, and Mr. Brenneman, as amended by First Amendment to Employment Agreement dated December 15, 2008 (the "Employment Agreement"), was terminated by mutual agreement of the parties, effective September 1, 2011. No early termination penalties will be incurred by Registrant on account of Mr. Brenneman's resignation. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.02 above is incorporated herein by reference. Item 8.01 Other Events On September 6, 2011, Registrant issued a press release announcing that Rod K. Brenneman was appointed as President of Butterball, LLC. The press release is attached here to as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Registrant hereby furnishes the following exhibit pursuant to Item 8.01: 99.1 Press release of Seaboard Corporation dated September 6, 2011 announcing that Rod K. Brenneman was appointed as President of Butterball, LLC. 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: September 6, 2011 Seaboard Corporation by: /s/ Robert L. Steer Robert L. Steer, Executive Vice President, Chief Financial Officer EX-99.1 2 ex99-1.txt SEABOARD CORPORATION PRESS RELEASE Exhibit 99.1 Press Release Brenneman Appointed President of Butterball, LLC September 6, 2011 Shawnee Mission, Kansas Seaboard Corporation, together with Maxwell Farms, LLC, announced today that Rod K. Brenneman has been appointed the President and Chief Executive Officer of Butterball, LLC. Seaboard Corporation owns a 50 percent non- controlling voting interest in Butterball in partnership with Maxwell Farms, LLC. In order to assume his new role with Butterball, Brenneman has stepped down as President and Chief Executive Officer of Seaboard Foods LLC, but will continue to assist in the management of Seaboard Foods for an interim period. Steve Bresky, President and Chief Executive Officer of Seaboard Corporation says, "Rod has done exceptionally well in developing Seaboard Foods into the business it is today, and we are excited that Rod will bring his proven management skills and business expertise to Butterball, our most recent acquisition. With his strategic and customer oriented approach, we are optimistic that Rod will bring significant value to Butterball products, the brand name and the company overall. We are also encouraged that Maxwell Farms has expressed the same optimism." Brenneman began his career with Seaboard Corporation in 1989, and in 2001 was named President and Chief Executive Officer of Seaboard Foods, a division of Seaboard Corporation. During his tenure at Seaboard Foods, the integrated food company has become the second largest pork producer and a top 5 pork processing company in the United States, and a leading exporter of premium pork products throughout the world. "I'm excited and honored to lead the iconic Butterball brand and its integrated system," says Brenneman. "With the company's world-class facilities and outstanding people, I look forward to building on the brand's well-respected reputation by adding value and bringing Butterball products to tables every day." 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 is a Fortune 500 Company with net sales of more than $4.3 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, N.C., 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, N.C, 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. ###