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 9, 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 1.01 Entry into a Material Definitive Agreement
On September 9, 2010, Seaboard Corporation entered into a Purchase
Agreement (the "Purchase Agreement") with Maxwell Farms, LLC, a North
Carolina limited liability company, Goldsboro Milling Company, a North
Carolina corporation and GM Acquisition LLC, a North Carolina limited
liability company (collectively, the "Maxwell Group"). Pursuant to the
Purchase Agreement, Seaboard will acquire a 50 percent ownership interest
in Butterball, LLC ("Butterball") for a cash purchase price equal to
approximately $177.5 million, subject to adjustment for any changes in
working capital at the time of closing. The other 50 percent ownership
interest in Butterball will continue to be owned by the Maxwell Group. In
connection with the purchase, Butterball will acquire the live turkey
growing and related assets of the Maxwell Group (which presently owns a
51 percent interest in Butterball) and of Murphy-Brown LLC ("Murphy Brown")
(a subsidiary of Smithfield Foods, Inc., which presently owns a 49 percent
interest in Butterball (the "Murphy Brown Ownership Interest")).
Butterball currently purchases the turkeys it processes from the Maxwell
Group and Murphy Brown.
In connection with the closing of the purchase, Seaboard has committed to
provide Butterball $100 million of subordinated financing and, if third
party financing is not obtained, an additional $300 million in senior
secured credit facilities comprised of a term loan facility of $150 million
and a revolving credit facility of $150 million.
The closing for the purchase and the financing is scheduled to occur on or
before December 10, 2010 and is subject to the satisfaction of certain
closing conditions, including the closing of the sale of the Murphy Brown
Ownership Interest and the live turkey growing and related assets currently
owned by Murphy Brown to an affiliate of the Maxwell Group pursuant to a
separate agreement and the contribution of those assets to Butterball.
The foregoing is a summary and does not purport to be a complete
description of all terms and conditions of the Purchase Agreement.
On September 9, 2010, Seaboard issued a press release announcing the
agreement to purchase an 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.
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, the anticipated benefits of the venture and the expected closing
of the transactions contemplated by the Purchase Agreement.
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 1.01:
99.1 Press release of Seaboard Corporation dated September 9, 2010
announcing the agreement to purchase an interest in Butterball, LLC.
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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 9, 2010
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Chief Financial Officer
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