0000088121-14-000006.txt : 20140926 0000088121-14-000006.hdr.sgml : 20140926 20140926160238 ACCESSION NUMBER: 0000088121-14-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140926 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140926 DATE AS OF CHANGE: 20140926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: [6221] 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: 141124111 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 k892614.txt SEABOARD CORPORATION 8-K DATED SEPTEMBER 26, 2014 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 26, 2014 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 September 26, 2014, Seaboard Corporation issued a press release announcing that Triumph Foods purchased a 50 percent ownership in Daily's Premium Meats, the processed meats division of Seaboard Foods, which produces and markets raw and precooked bacon, ham and sausage. Daily's Premium Meats will be owned 50/50 by Seaboard Foods and Triumph Foods as of September 27, 2014. As a result of the transaction, Seaboard received cash proceeds of $72.5 million and will recognize an estimated pre-tax gain of approximately $55.0 million, subject to final working capital adjustments. The foregoing is a summary and does not purport to be a complete description of all terms and conditions of the purchase. 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. 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 Triumph 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 whether the conditions to closing the joint venture are satisfied, 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 September 26, 2014 announcing the Triumph Foods purchase of a 50 percent interest in Daily's from Seaboard Foods. 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: September 26, 2014 Seaboard Corporation by: /s/ Steven J. Bresky Steven J. Bresky, Chairman of the Board, President and Chief Executive Officer 2 EX-99.1 2 ex99-1.txt PRESS RELEASE Exhibit 99.1 SEABOARD CORPORATION, TRIUMPH FOODS, LLC PRESS RELEASE SHAWNEE MISSION, Kan. (September 26, 2014) - Seaboard Corporation (NYSE MKT: "SEB") announced today Triumph Foods purchased a 50 percent ownership in Daily's Premium Meats, the processed meats division of Seaboard Foods, which produces and markets raw and precooked bacon, ham and sausage. Daily's Premium Meats will be owned 50/50 by Seaboard Foods and Triumph Foods as of September 27, 2014. As a result of the transaction, Seaboard received cash proceeds of $72.5 million and will recognize an estimated pre-tax gain of approximately $55.0 million, subject to final working capital adjustments. In conjunction with the transaction, Kelly J. Hattan was appointed president of Daily's Premium Meats. Hattan said, "This partnership will enable Daily's to further solidify a supply of high-quality raw materials while providing additional capital to expand production and the geographical footprint where Daily's sells its products. I'm excited about the significant opportunities for growth as a result of this enhanced partnership." Daily's Premium Meats offers a variety of processed pork items from signature honey cured bacon to applewood smoked bacon to naturally smoked hams to breakfast sausages. Operating since 1893, Daily's has further processing plants located in Salt Lake City, Utah, and Missoula, Mont. In addition to the Daily's partnership, Seaboard Foods, pursuant to an agreement, markets and sells fresh products produced by Triumph's St. Joseph, Mo., pork processing plant, as well as products produced by Seaboard Foods' Guymon, Okla., pork processing plant. The plants are part of an integrated food system that's known for unsurpassed quality and for being a top exporter of U.S. pork to more than 30 countries. Internationally, fresh pork products are marketed under the Seaboard Farmsr and St. Joe Porkr brands. Domestically, fresh pork products bear the PrairieFreshr Premium Pork brand. Processed meats, such as bacon, hams and breakfast sausage, will continue to be marketed under the Daily'sr Premium Meats brand. ###