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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. 2)
SEABOARD OIL CO.
(Name of the Issuer)
SEABOARD OIL CO.,
SEABOARD ACQUISITION PARTNERS, INC., AND SEABOARD MIDLAND, 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: [ ]
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).
[x] 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: $3,132
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Form or Registration No.: Rule 13e-3 Transaction Statement
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Filing Party: Seaboard Oil Co.
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Date Filed: July 12, 1996
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GENERAL
The information required in answer to many of the items of this Rule
13e-3 Transaction Statement (this "Statement") is 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 in response to each item. The Proxy Statement is
attached as an exhibit to this Statement. This Statement is being filed on
behalf of Company, Seaboard Acquisition Partners, Inc. ("SAP"), an affiliate of
the Company, and Seaboard Midland, Inc..
ITEM RESPONSES
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.
The information set forth under "Introduction," "Stock Prices and Dividends,"
and "Principal Holders of Securities" in the Proxy Statement is incorporated by
reference in response to this Item.
ITEM 2. IDENTITY AND BACKGROUND.
(i) SUBPARTS 2(a)-2(d) AND 2(g). The information set forth
under "Principal Holders of Securities" and "Election of Directors" in the
Proxy Statement is incorporated by reference in response to these subparts of
this Item. In addition, the following information is also provided in response
to these subparts with respect to certain persons who are principal
stockholders of SAP for whom all or a part of the information required by Item
2 is not contained in the Proxy Statement:
(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.
(ii) SUBPARTS 2(e)-2(f). Not applicable.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS. The
information set forth under "Summary," "Special Factors," and "Certain
Relationships and Transactions" in the Proxy Statement is incorporated by
reference in response to this Item.
ITEM 4. TERMS OF THE TRANSACTION. The information set forth under
"Summary," and "The Merger Agreement" in the Proxy Statement is incorporated by
reference in response to this Item.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. The
information set forth under "Summary," and "Special Factors" in the Proxy
Statement is incorporated by reference in response to this Item.
ITEM 6. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. The
information set forth under "Summary," and "Financing of the Merger" in the
Proxy Statement is incorporated by reference in response to this Item.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. The
information set forth under "Summary," and "Special Factors" in the Proxy
Statement is incorporated by reference in response to this Item.
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ITEM 8. FAIRNESS OF THE TRANSACTION. The information set forth under
"Summary," and "Special Factors" in the Proxy Statement is incorporated by
reference in response to this Item.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. The
information set forth under "Summary," and "Special Factors" in the Proxy
Statement is incorporated by reference in response to this Item.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. The information set
forth under "Introduction," "Principal Holders of Securities," and "Election of
Directors" in the Proxy Statement is incorporated by reference in response to
this Item.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO
ISSUER'S SECURITIES. Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARDS TO THE TRANSACTION. The information set forth under "Introduction,"
"Summary," and "Special Factors" in the Proxy Statement is incorporated by
reference in response to this Item.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. The information set
forth under "Summary," and "Dissenters' Rights" in the Proxy Statement is
incorporated by reference in response to this Item.
ITEM 14. FINANCIAL INFORMATION. The information set forth under
"Summary," "Selected Financial Data," "Management's Discussion and Analysis of
Financial Conditions and Results of Operations," and "Consolidated Financial
Statements" in the Proxy Statement is incorporated by reference in response to
this Item.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. The
information set forth under "Introduction" in the Proxy Statement is
incorporated by reference in response to this Item.
ITEM 16. ADDITIONAL INFORMATION. The information set forth under
"Business of the Company," "Certain Information Concerning Seaboard Acquisition
Partners and Seaboard Midland, Inc.," and "Remuneration of Management" in the
Proxy Statement is incorporated by reference in response to this Item.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
99.(b)(1) Report of Joe C. Neal & Associates dated August 21,
1996 (with consent attached).
99.(b)(2) Report of Principal Financial Services, Inc. dated
June 7, 1996.
99.(b)(3) Opinion 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)).
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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) September 27, 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
SEABOARD MIDLAND, INC.
By: /s/ E.E. Runyan
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E.E. Runyan, President
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INDEX TO EXHIBITS
Exhibit No. Description
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99.(b)(1) Report of Joe C. Neal & Associates dated August 21, 1996 (with consent attached).
99.(b)(2) Report of Principal Financial Services, Inc. dated June 7, 1996.
99.(b)(3) Opinion 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)).
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