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) December 3, 2003
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 or organization) 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.)
Item 2. Acquisition or Disposition of Assets
On December 3, 2003, Seaboard Corporation (Seaboard) announced that it
has completed the sale of 100% of its equity investment in Fjord Seafood
ASA (Fjord) through a private placement by an investment banker to
unknown third parties. This interest represents approximately 18.6
percent of Fjord's total outstanding shares. As a result of the
transaction, Seaboard will receive net cash proceeds of approximately
$37,273,000 and will recognize a gain of approximately $18,036,000,
which includes approximately $3,537,000 of foreign currency translation
gains previously recorded through other comprehensive income. The gain
will not be subject to income tax.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information:
The investment in Fjord Seafood ASA was accounted for by Seaboard
using the equity method. Accordingly, the following pro forma
unaudited condensed consolidated financial statements of Seaboard
reflect the pro forma impact of the disposition of its investment in
Fjord on Seaboard's financial position and results of operations. The
pro forma condensed consolidated statements of earnings are presented
for the nine months ended September 27, 2003 and the year ended
December 31, 2002, reflecting the pro forma adjustments as though the
sale was consummated at the beginning of each period presented. A pro
forma condensed consolidated balance sheet is presented as of
September 27, 2003, reflecting pro forma adjustments as though the
sale was consummated on that date. A description of each of the pro
forma adjustments is included in the accompanying notes to the pro
forma condensed consolidated financial statements. The following pro
forma financial information is not necessarily indicative of the
actual financial position or results of operations that would have
resulted had the sale been consummated on the dates assumed, nor is it
necessarily indicative of future operating results.
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SEABOARD CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Consolidated Balance Sheet
September 27, 2003
(Thousands of dollars)
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
Assets
Cash and cash equivalents $ 25,903 $ 37,273 (1) $ 63,176
Receivables, net 185,592 - 185,592
Inventories 255,578 - 255,578
Other current assets 85,069 - 85,069
Total current assets 552,142 37,273 589,415
Investments in and advances to
foreign affiliates 66,771 (21,165) (2) 45,606
Net long-term assets 649,838 - 649,838
Total assets $1,268,751 $ 16,108 $1,284,859
Liabilities and Stockholders' Equity
Total current liabilities 334,551 - 334,551
Long-term debt, less current
maturities 313,888 - 313,888
Other long-term liabilities 119,726 - 119,726
Total non-current and deferred
liabilities 433,614 - 433,614
Minority interest 5,995 - 5,995
Stockholders' equity:
Common stock of $1 par value,
Authorized 4,000,000 shares;
issued and outstanding 1,255,054
shares 1,255 - 1,255
Accumulated other comprehensive
loss (58,237) (2,638) (3) (60,875)
Retained earnings 551,573 18,746 (4) 570,319
Total stockholders' equity 494,591 16,108 510,699
Total liabilities and stockholders'
equity $1,268,751 $ 16,108 $1,284,859
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SEABOARD CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statements of Earnings
Nine months ended September 27, 2003
(Thousands of dollars except per share amounts)
(Unaudited)
Historical Pro Forma
September 27, Pro Forma September 27,
2003 Adjustments 2003
Net sales $1,433,167 $ - $1,433,167
Cost of sales and operating
expenses 1,316,421 - 1,316,421
Gross income 116,746 - 116,746
Selling, general and administrative
expenses 80,638 - 80,638
Operating income 36,108 - 36,108
Other income (expense):
Interest expense (20,393) - (20,393)
Interest income 2,037 - 2,037
Loss from foreign affiliates (20,932) 16,256 (5) (4,676)
Minority interest (452) - (452)
Foreign currency loss, net (7,015) - (7,015)
Miscellaneous, net 6,780 - 6,780
Total other income (expense), net (39,975) 16,256 (23,719)
Earnings (loss) before income taxes and
cumulative effect of changes in
accounting principles (3,867) 16,256 12,389
Income tax benefit 1,856 - 1,856
Earnings (loss) before cumulative effect
of changes in accounting principles (2,011) 16,256 14,245
Net earnings (loss) per common share:
Earnings (loss) per share before cumulative
effect of changes in accounting
principles $ (1.60) $ 12.95 $ 11.35
Dividends declared per common share $ 2.25 $ - $ 2.25
Average number of shares outstanding 1,255,054 1,255,054
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SEABOARD CORPORATION AND SUBSIDIARIES
Pro Forma Condensed Consolidated Statements of Earnings
Year ended December 31, 2002
(Thousands of dollars except per share amounts)
(Unaudited)
Historical Pro Forma
December 31, Pro Forma December 31,
2002 Adjustments 2002
Net sales $1,829,307 $ - $1,829,307
Cost of sales and operating expenses 1,679,264 - 1,679,264
Gross income 150,043 - 150,043
Selling, general and administrative
expenses 102,918 - 102,918
Operating income 47,125 - 47,125
Other income (expense):
Interest expense (22,659) - (22,659)
Interest income 5,887 - 5,887
Loss from foreign affiliates (16,826) 10,158 (5) (6,668)
Minority interest (1,087) - (1,087)
Foreign currency loss, net (17,143) - (17,143)
Miscellaneous, net (4,939) - (4,939)
Total other income (expense), net (56,767) 10,158 (46,609)
Earnings (loss) before income taxes (9,642) 10,158 516
Income tax benefit 23,149 - 23,149
Net earnings (loss) $ 13,507 $ 10,158 $ 23,665
Earnings per common share $ 9.38 $ 7.06 $ 16.44
Dividends declared per common share $ 2.50 $ - $ 2.50
Average number of shares outstanding 1,439,753 1,439,753
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SEABOARD CORPORATION AND SUBSIDIARIES
Notes to Pro Forma Condensed Consolidated Balance Sheet and
Pro Forma Condensed Consolidated Statements of Earnings
1) Adjustment reflects the net cash proceeds from the sale of Seaboard's
investment in Fjord of $37,273,000.
2) Adjustment eliminates the balance of Seaboard's investment in
Fjord as of September 27, 2003.
3) Adjustment eliminates the amount of foreign currency translation
adjustment included in accumulated other comprehensive income related
to Seaboard's investment in Fjord as of September 27, 2003. During
the fourth quarter of 2003, Seaboard will record an additional foreign
currency translation adjustment of $899,000 resulting in total
accumulated other comprehensive income of $3,537,000 related to its
investment in Fjord immediately prior to the sale.
4) Adjustment reflects the amount of gain that would have been
recognized by Seaboard had the investment in Fjord been sold on
September 27, 2003 compared to the actual amount of gain of
$18,036,000 which difference of $710,000 represents Seaboard's share of
Fjord's earnings to be recorded by Seaboard during the fourth quarter of
2003.
5) Adjustment eliminates from consolidated results Seaboard's share
of Fjord's losses recognized in the Condensed Consolidated Statements
of Earnings for the applicable time periods. No adjustment has been
made with respect to the use of proceeds.
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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: December 5, 2003
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Treasurer and Chief Financial Officer
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