SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SEABOARD CORPORATION
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
_______________________________________________________________________________
(Title of Class of Securities)
811543107
_______________________________________________________________________________
(CUSIP Number)
Steven J. Bresky
c/o Seaboard Corporation
9000 West 67th Street, 3rd Floor
Shawnee Mission, Kansas 66202
Telephone: (913) 676-8800
Facsimile: (617) 676-8872
_______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
David S. Stone, Esq.
Neal, Gerber & Eisenberg LLP
2 North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
June 15, 2009
_______________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject
to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
1. Name of Reporting Persons.
Seaboard Flour LLC
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[_]
6. Citizenship or Place of Organization
Delaware
NUMBER OF 7. Sole Voting Power Shares Beneficially
SHARES 0
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 465,825.69
REPORTING
PERSON 9. Sole Dispositive Power
WITH 0
10. Shared Dispositive Power
465,825.69
11. Aggregate Amount Beneficially Owned by Each Reporting Person
465,825.69
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[_]
13. Percent of Class Represented by Amount in Row (11)
39.8%*
14. Type of Reporting Person (See Instructions)
OO
* Based on 1,170,550 shares of Common Stock outstanding as of July 23, 2014 as
reported by the Issuer on its Form 10-Q for the Quarterly Period ended
June 28, 2014 filed with the Securities and Exchange Commission on
August 5, 2014.
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1. Name of Reporting Persons.
SFC Preferred LLC
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
[_]
6. Citizenship or Place of Organization
USA
NUMBER OF 7. Sole Voting Power
SHARES 0
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 428,122.55
REPORTING
PERSON 9. Sole Dispositive Power
WITH 0
10. Shared Dispositive Power
428,122.55
11. Aggregate Amount Beneficially Owned by Each Reporting Person
428,122.55
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[_]
13. Percent of Class Represented by Amount in Row (11)
36.6%*
14. Type of Reporting Person (See Instructions)
OO
* Based on 1,170,550 shares of Common Stock outstanding as of July 23, 2014 as
reported by the Issuer on its Form 10-Q for the Quarterly Period ended
June 28, 2014 filed with the Securities and Exchange Commission on
August 5, 2014.
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1. Name of Reporting Persons.
Steven J. Bresky
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [X]
(b) [_]
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[_]
6. Citizenship or Place of Organization
United States
NUMBER OF 7. Sole Voting Power
SHARES 6,436
BENEFICIALLY
OWNED BY 8. Shared Voting Power
EACH 893,948.24
REPORTING
PERSON 9. Sole Dispositive Power
WITH 6,436
10. Shared Dispositive Power
893,948.24
11. Aggregate Amount Beneficially Owned by Each Reporting Person
900,384.24
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[_]
13. Percent of Class Represented by Amount in Row (11)
76.9%*
14. Type of Reporting Person (See Instructions)
IN
* Based on 1,170,550 shares of Common Stock outstanding as of July 23, 2014 as
reported by the Issuer on its Form 10-Q for the Quarterly Period ended
June 28, 2014 filed with the Securities and Exchange Commission on
August 5, 2014.
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Explanatory Note: This Amendment No. 2 (this "Amendment") amends
and restates in its entirety the Schedule 13D filed by certain of
the Reporting Persons on November 2, 2006, as previously amended
on February 29, 2008 (as so amended, the "Prior Schedule 13D").
This Amendment (i) adds SFC Preferred LLC as a Reporting Person
based on a restructuring of Seaboard Flour LLC which was
completed on June 15, 2009, as further described in Item 4 below;
(ii) in Item 5, adds disclosure of any changes of 1% or more in
the percentage ownership of the Reporting Persons since the Prior
Schedule 13D; and (iii) adjusts the amount of Common Stock held
by Steven J. Bresky to show only the shares of Common Stock for
which he has voting and/or dispositive power.
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to
the common stock, par value $1.00 per share (the "Common Stock"),
of Seaboard Corporation, a Delaware corporation (the "Company" or
"Issuer").
The principal executive offices of the Company are located
at 9000 West 67th Street, 3rd Floor, Shawnee Mission, Kansas
66202.
Item 2. Identity and Background.
This Statement is being filed jointly on behalf of Seaboard
Flour LLC, a Delaware limited liability company ("Seaboard
Flour"), SFC Preferred LLC, a Delaware limited liability company
("SFC") and Steven J. Bresky, the sole manager of each of
Seaboard Flour and SFC (Steven J. Bresky, together with Seaboard
Flour and SFC, the "Reporting Persons"). Seaboard Flour and SFC
are each entities formed for the purpose of managing Bresky
family interests, including trusts created for their benefit.
Steven J. Bresky has sole control over the affairs and investment
decisions of each of Seaboard Flour and SFC, including the power
to vote or dispose of the shares of Common Stock held by each of
them. The principal office of each of Seaboard Flour and SFC is
located at 1320 Centre Street, Suite 200, Newton, Massachusetts
02459-2400. The principal office of Steven J. Bresky is located
at 9000 West 67th Street, Shawnee Mission, Kansas 66202.
Steven J. Bresky is a citizen of the United States and
serves as the President and Chief Executive Officer of the
Company.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). None of the Reporting
Persons has, during the last five years, been a party to any
civil proceeding as a result of which it was subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 4.
Item 4. Purpose of Transaction.
Until November 1, 2006, H. Harry Bresky had voting and
dispositive power with respect to 899,559.24 shares of the Common
Stock, which shares represented approximately 71.3% of the
outstanding voting securities of the Company (based on the
1,261,367.24 shares of Common Stock outstanding as of July 31,
2006 as reported in the Company's Quarterly Report on Form 10-Q
for the quarter ended July 1, 2006 filed with the Securities and
Exchange Commission on August 9, 2006). These shares of Common
Stock with respect to which H. Harry Bresky had voting and
dispositive power included 893,948.24 shares owned by Seaboard
Flour, of which H. Harry Bresky was the sole manager.
On November 1, 2006, H. Harry Bresky resigned as sole
manager of Seaboard Flour, and Steven J. Bresky was appointed as
his successor. No consideration was exchanged in conjunction
with the change of managers of Seaboard Flour. As of such date
Steven J. Bresky had voting and dispositive power over 902,097.24
shares of Common Stock of the Company, which shares represent
approximately 71.5% of the outstanding voting securities of
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the Company. These shares of Common Stock included the 893,948.24
shares of Common Stock owned by Seaboard Flour.
On June 15, 2009, a restructuring of the membership
interests of Seaboard Flour was completed. After the
restructuring, all of the membership interests in Seaboard Flour
continued to be held by trusts for the benefit of members of the
Bresky family and a portion of the Bresky family's Common Stock
was transferred to SFC, which is owned by members of the Bresky
family and trusts for their benefit. At the time of such
restructuring and transfers, Steven J. Bresky was, and continues
to be, the sole manager of both Seaboard Flour and SFC.
Following the death of H. Harry Bresky and the settlement of
his estate in 2010, Steven J. Bresky had voting and dispositive
power over 898,261.24 shares of Common Stock of the Company.
Following the creation of a grantor retained annuity trust with
Steven J. Bresky as trustee in 2014, Steven J. Bresky had voting
and dispositive power over 900,384.24 shares of Common Stock.
These changes in ownership by Steven J. Bresky were a result of
transfers of shares of Common Stock within the Bresky family.
The Reporting Persons acquired the shares of Common Stock
for investment purposes. The Reporting Persons from time to time
review their investment in the Issuer on the basis of various
factors, including the Issuer's business, financial condition,
results of operations and prospects, general economic and
industry conditions, the securities markets in general and those
for the Issuer's securities in general, as well as other
developments and other investment opportunities. Based upon such
review, the Reporting Persons intend to take such actions in the
future as they deem appropriate in light of the circumstances
existing from time to time, which may include further
acquisitions of Common Stock or disposal of all or a portion of
the shares of Common Stock currently owned by the Reporting
Persons or otherwise acquired by the Reporting Persons, either in
the open market or privately negotiated transactions.
In addition, the Reporting Persons may engage in
communications with one or more stockholders, officers or
directors of the Issuer, including discussions regarding the
Issuer's operations and strategic direction and ideas that, if
effected, could result in, among other things, any of the matters
identified in Item 4. (a)-(j) of Schedule 13D. The Reporting
Persons reserve their right, based on all relevant factors and
subject to applicable law, at any time and from time to time, to
review or reconsider their position, change their purposes, or
take any other action with respect to the Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) Based on the information contained in the Issuer's Form
10-Q for the quarterly period ended June 28, 2014 filed with the
Securities and Exchange Commission on August 5, 2014, there were
1,170,550 shares of Common Stock outstanding as of July 23, 2014.
The amount of Common Stock outstanding was reduced by 16,738
shares of Common Stock from the amount outstanding as of April
18, 2014 (as reported by the Issuer in its Form 10-Q for the
quarterly period ended June 28, 2014 filed with the Securities
and Exchange Commission on May 5, 2014) because of a self-tender
offer completed by the Issuer on June 19, 2014. The Reporting
Persons together own an aggregate of 900,384.24 shares (or 76.9%)
of Common Stock.
(b) Seaboard Flour has shared voting and dispositive power
with Steven J. Bresky, as manager of Seaboard Flour, over
465,825.69 shares of Common Stock; SFC has shared voting and
dispositive power with Steven J. Bresky, as manager of SFC, over
428,122.55 shares of Common Stock; Steven J. Bresky, as trustee,
has sole voting and dispositive power over 4,651 shares of Common
Stock held by a grantor annuity trust; Steven J. Bresky as co-
trustee has sole voting and dispositive power with respect to the
Reporting Persons over 1,775 shares of Common Stock held by a
trust. Steven J. Bresky also owns 10 shares of Common Stock
individually.
As a result of Issuer repurchases of Common Stock, the
Reporting Persons' aggregate percentage interest in the Common
Stock increased to the following respective amounts in January of
each of the following years (based on the amount of Common Stock
outstanding as reported in the Issuer's Annual Report on Form 10-
K for the relevant preceding year): 72.8% in 2008; 74.1% in
2011; and 75.2% in 2013.
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(c) During the past sixty days, there were no purchases of
the shares of Common Stock, or securities convertible into or
exchangeable for shares of Common Stock, by the Reporting Persons
or any person or entity controlled by the Reporting Persons or
any person or entity for which the Reporting Persons possess
voting control over the securities thereof. During such sixty
day period, there were no sales of the shares of Common Stock, or
securities convertible into or exchangeable for shares of Common
Stock, by the Reporting Persons or any person or entity
controlled by the Reporting Persons or any person or entity for
which the Reporting Persons possess voting control over the
securities thereof.
(d) No other person is known by the Reporting Persons to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Except as described in Item 4 and 5 of this Statement, there
are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any
person, with respect to any securities of the Company, including,
but not limited to, transfer or voting of any of the securities
of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Amended and Restated Joint Filing Agreement,
dated October 17, 2014, by and among the Reporting Persons
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true,
complete and correct.
SEABOARD FLOUR LLC
By:/s/ Steven J. Bresky
Name: Steven J. Bresky
Title: Manager
SFC PREFERRED, LLC
By: /s/ Steven J. Bresky
Name: Steven J. Bresky
Title: Manager
/s/ Steven J. Bresky
Steven J. Bresky
Dated: October 17, 2014
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