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SECURITIES AND EXCHANGE COMMISSION,
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No.__________)
SEABOARD OIL CO.
(Name of the Issuer)
SEABOARD OIL CO., SEABOARD ACQUISITION PARTNERS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK $.01 PAR VALUE
(Title of Class of Securities)
811603109
(CUSIP Number of Class of Securities)
GARY B. GILLIAM
3100 N. "A", BLDG. B, SUITE 200, MIDLAND, TEXAS 79705, (915) 684-7005
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of person(s) filing statement)
This statement is filed in connection with (check the appropriate
box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)]
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies: [x]
CALCULATION OF FILING FEE
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Transaction valuation (1) Amount of filing fee
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$4,698,375 $3,132
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(1) Based upon the acquisition of 415,686 shares of Common Stock of Issuer, and
the cancellation of options and other plan benefits, for a purchase price of
$9.75 per share (less the exercise price for option shares).
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: ________________________________________________________
Form or Registration No.: ______________________________________________________
Filing Party: __________________________________________________________________
Date Filed: ____________________________________________________________________
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CROSS REFERENCE SHEET
The information required in answer to the items of this Rule 13e-3
Transaction Statement (this "Statement") is hereby incorporated by reference to
the Proxy Statement of Seaboard Oil Co. (the "Company") with respect to its
1996 Annual Meeting of Stockholders and filed with the Securities and Exchange
Commission concurrently with the filing of this Statement (the "Proxy
Statement"). Pursuant to Instruction F to this Statement, the location of the
information in the Proxy Statement provided in answer to each item of this
Statement is set forth below. This Statement is being filed on behalf of both
the Company and Seaboard Acquisition Partners, Inc. ("SAP"), an affiliate of
the Company.
ITEM NUMBER AND HEADING LOCATION OR CAPTION IN PROXY STATEMENT
Item 1. Issuer and Class of Securities subject Introduction; Stock Prices and Dividends;
to the Transaction Principal Holders of Securities
Item 2. Identity and Background
subparts 2(a)-2(d) and 2(g) Principal Holders of Securities; Election of
subparts 2(e)-2(f) Directors
*
Item 3. Past Contacts, Transactions or Summary; Special Factors; Certain
Negotiations Relationships and Transactions
Item 4. Terms of the Transaction Summary; The Merger Agreement
Item 5. Plans or Proposals of the Issuer or Summary; Special Factors
Affiliate
Item 6. Source and Amount of Funds or Other Summary; Financing of the Merger
Consideration
Item 7. Purpose(s), Alternatives, Reasons and Summary; Special Factors
Effects
Item 8. Fairness of the Transaction Summary; Special Factors
Item 9. Reports, Opinions, Appraisals and Summary; Special Factors
Certain Negotiations
Item 10. Interest in Securities of the Issuer Introduction; Principal Holders of
Securities; Election of Directors
Item 11. Contracts, Arrangements or *
Understandings with Respect to Issuer's
Securities
Item 12. Present Intention and Recommendation Introduction; Summary; Special Factors
of Certain Persons with Regard to the
Transaction
Item 13. Other Provisions of the Transaction Summary; Dissenters' Rights
Item 14. Financial Information Summary; Selected Financial Data;
Management's Discussion and Analysis of
Financial Condition and Results of
Operations; Consolidated Financial Statements
Item 15. Persons and Assets Employed, Retained Introduction
or Utilized
Item 16. Additional Information Business of the Company; Certain Information
Concerning Seaboard Acquisition Partners and
Seaboard Midland, Inc.; Remuneration of
Management
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*Omitted because item not applicable.
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SUPPLEMENTAL INFORMATION
The following information is provided in addition to the information
incorporated by reference from the Proxy Statement as reflected above in
response to selected items of this Statement.
ITEM 2. IDENTITY AND BACKGROUND. The following persons are principal
stockholders of SAP for which all or a part of the information required by Item
2 is not contained in the Proxy Statement (no disclosure under Item 2(e) or
2(f) is required with respect to any named person).
(1) (a) L. Austin Weeks
(b) 7350 Southwest 162nd, Miami, Florida 33157
(c) Investor
(d) Principal Stockholder
(g) U.S.
(2) (a) Marta S. Weeks
(b) 7350 Southwest 162nd, Miami, Florida 33157
(c) Investor
(d) Principal Stockholder
(g) U.S.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(b) Report of Principal Financial Securities, Inc. dated as of
June 5, 1996 (attached as Appendix II to Proxy Statement
attached hereto as Exhibit (d)).
99.(d) Proxy Statement of Seaboard Oil Co. with respect to 1996
Annual Meeting of Stockholders.
99.(e) Section 262 of Delaware General Corporation Law (attached as
Appendix IV to Proxy Statement attached hereto as Exhibit
(d)).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
(Date) July 10, 1996
SEABOARD OIL CO.
By: /s/ Gary B. Gilliam
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Gary B. Gilliam, President
SEABOARD ACQUISITION PARTNERS, INC.
By: /s/ E.E. Runyan
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E.E. Runyan, President
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.(b) Report of Principal Financial Securities, Inc. dated as of
June 5, 1996 (attached as Appendix II to Proxy Statement
attached hereto as Exhibit (d)).
99.(d) Proxy Statement of Seaboard Oil Co. with respect to 1996
Annual Meeting of Stockholders.
99.(e) Section 262 of Delaware General Corporation Law (attached as
Appendix IV to Proxy Statement attached hereto as Exhibit (d)).