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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________ to
____________________________
Commission file number 1-3390
Seaboard Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-2260388
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock American Stock Exchange
$1.00 Par Value
Securities registered pursuant of Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
(Continued)
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant. The aggregate market value shall
be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing.
$58,600,920 (January 31, 2000) On such date, 348,815 shares
were held by non-affiliates, and the closing price of the stock
was $168.00 per share.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date: 1,487,519.75 shares of Common Stock as of
March 2, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, item 1(b), a part of item 1(c)(1) and the financial
information required by item 1(d) and Part II, items 5, 6, 7, 7A
and 8 are incorporated by reference to the Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b).
Part III, a part of item 10 and items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 2001 annual
meeting of stockholders (the "2001 Proxy Statement").
This Form 10-K and its Exhibits (Form 10-K) contain forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which may include statements
concerning projection of revenues, income or loss, capital
expenditures, capital structure or other financial items,
statements regarding the plans and objectives of management for
future operations, statements of future economic performance,
statements of the assumptions underlying or relating to any of
the foregoing statements and other statements which are other
than statements of historical fact. These statements appear in a
number of places in this Form 10-K and include statements
regarding the intent, belief or current expectations of the
Company and its management with respect to (i) the cost and
timing of the completion of new or expanded facilities, (ii) the
Company's financing plans, (iii) the price of feed stocks and
other materials used by the Company, (iv) the cost to purchase
third-party hogs for processing at the Company's hog plant and
the sale price for pork products from such operations, (v) the
price for the Company's products and services, (vi) the effect of
the Company's sugar business and foreign milling operations on
the consolidated financial statements of the Company, (vii) the
prospects for the Company's investment in wine operations, or
(viii) other trends affecting the Company's financial condition
or results of operations. Readers are cautioned that any such
forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual
results may differ materially as a result of various factors.
The accompanying information contained in this Form 10-K,
including without limitation, the information under the headings
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", identifies important factors which could
cause such differences.
PART I
Item 1. Business
(a) General Development of Business
Seaboard Corporation, a Delaware corporation, the successor
corporation to a company first incorporated in 1928, and
subsidiaries ("Registrant" or "Company"), is a diversified
international agribusiness and transportation company which is
primarily engaged domestically in pork production and processing,
and cargo shipping. Overseas, the Company is primarily engaged
in commodity merchandising, flour and feed milling, sugar
production, and electric power generation. See Item 1(c) (1)
(ii) below for a discussion of developments in specific segments.
(b) Financial Information about Industry Segments
The information required by Item 1 relating to Industry
Segments is hereby incorporated by reference to Note 12 of
Registrant's Consolidated Financial Statements appearing on pages
38 through 42 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.
(c) Narrative Description of Business
(1) Business Done and Intended to be Done by the Registrant
(i) Principal Products and Services
Registrant produces hogs and processes pork in the United
States and sells fresh pork to further processors, foodservice
and retail, primarily in the western half of the United States
and foreign markets. Hogs produced at Company owned or leased
facilities as well as third-party hogs are primarily processed at
the Company's processing plant.
Registrant operates an ocean liner service for containerized
cargo primarily between Florida and ports in the Caribbean Basin
and Central and South America, and a cargo terminal facility at
the Port of Houston.
Registrant markets grains, oilseeds and oilseed products in
bulk to affiliated companies and third party customers primarily
in Africa, the Caribbean, Central and South America, and the
Eastern Mediterranean. Registrant operates its own bulk carriers
primarily in the Atlantic Basin to conduct a portion of its
commodity trading activities. Registrant, by itself or through
non-controlled affiliates, operates milling businesses in Africa,
the Caribbean and South America.
Registrant operates two power generating facilities in the
Dominican Republic, and produces and refines sugarcane and
produces and processes citrus in Argentina.
Registrant, by itself or through non-controlled affiliates,
produces and processes pickles, peppers and shrimp in Central and
South America, primarily for export to the U.S. Registrant also
brokers shrimp for independent growers. The majority of these
products are transported using the Registrant's shipping line and
distribution facility in Miami, Florida. The Registrant, through
a joint venture, produces salmon and processes seafood in Maine,
and produces wine in Bulgaria.
The information required by Item 1 with respect to the
amount or percentage of total revenue contributed by any class of
similar products or services which account for 10% or more of
consolidated revenue in any of the last three fiscal years is
hereby incorporated by reference to Note 12 of Registrant's
Consolidated Financial Statements appearing on pages 38 through
42 of the Registrant's Annual Report to Stockholders furnished to
the Commission pursuant to rule 14a-3(b) and attached as Exhibit
13 to this report.
(ii) Status of Product or Segment
In January 2000, the Registrant completed the sale of its
domestic poultry operations.
Registrant continued to expand its pork segment during 2000
by further investing in pork production and processing
facilities. During 2000, Registrant acquired approximately
22,000 additional sows, increasing annual production capacity to
more than three million hogs per year. The Registrant previously
announced plans to commence construction on a second processing
plant in 2001; however, permitting and site issues now make plant
construction in 2001 uncertain.
During 2000, the Registrant acquired a cargo terminal
business at the Port of Houston.
During 2000, the Registrant acquired the assets of a milling
operation in the Republic of Congo and purchased a minority
interest in a milling operation in the Kenya.
During 2000, the Registrant constructed and began operating
a 71.2 megawatt barge-mounted power plant located in the
Dominican Republic.
In September 2000, the Registrant discontinued the business
of marketing fruits and vegetables grown through joint ventures
or independent growers by selling certain assets of its produce
division.
In December 2000, the Registrant contributed cash and its
controlling interest in a Bulgarian wine company in exchange for
a non-controlling interest in a larger, Bulgarian wine operation.
In December 2000, the Registrant's non-controlled seafood
affiliate in Maine signed a non-binding letter of intent to merge
with a large salmon operation in Norway. Pending the resolution
of certain contract terms, the merger is expected to close in the
second quarter of 2001 resulting in the Registrant holding a
smaller ownership percentage in a larger, merged operation.
(iii) Sources and Availability of Raw Materials
None of Registrant's businesses utilize material amounts of
raw materials that are dependent on purchases from one supplier
or a small group of dominant suppliers.
(iv) Patents, Trademarks, Licenses, Franchises and Concessions
The following names of the Registrant's businesses are
registered trademarks: Seaboard, Seaboard Farms and Seaboard
Marine.
Patents, trademarks, franchises, licenses and concessions
are not material to any of Registrant's other segments.
(v) Seasonal Business
Profits from processed pork are generally higher in the fall
months. Sugar prices in Argentina are generally lower during the
typical sugar cane harvest period between June and November. The
Registrant's other segments are not seasonally dependent to any
material extent.
(vi) Practices Relating to Working Capital Items
There are no unusual industry practices or practices of
Registrant relating to working capital items.
(vii) Depending on a Single Customer or Few Customers
Registrant does not have sales to any one customer equal to
10% or more of Registrant's consolidated revenues. All of the
sales of the power segment are to the state-owned electric
company of the Dominican Republic. No other segments have sales
to a few customers which, if lost, would have a material adverse
effect on any such segment or on Registrant taken as a whole.
(viii) Backlog
Backlog is not material to Registrant's businesses.
(ix) Government Contracts
No material portion of Registrant's business involves government
contracts.
(x) Competitive Conditions
Competition in Registrant's pork segment comes from a
variety of national and regional producers and is based primarily
on product performance, customer service and price. According to
recent trade publications, Registrant ranks as one of the
nation's top five pork producers (based on sows in production)
and top ten pork processors (based on daily processing capacity).
Registrant's ocean liner service for containerized cargoes
faces competition based on price and customer service.
Registrant believes it is among the top five ranking ocean liner
services for containerized cargoes in the Caribbean Basin based
on cargo volume.
Registrant's sugar business faces significant competition
for sugar sales in the local Argentine market. Sugar prices in
Argentina are higher than world markets due to current Argentine
government price protection policies. The entire Argentine sugar
industry is experiencing financial difficulties with Tabacal and
certain large competitors incurring operating losses in part
because Argentine sugar prices are below historical levels.
(xi) Research and Development Activities
Registrant does not engage in material research and
development activities.
(xii) Environmental Compliance
Registrant believes that it is in substantial compliance
with applicable Federal, state and local provisions relating to
environmental protection, including the items disclosed in Item
3. Legal Proceedings, and no significant capital expenditures are
contemplated in this area.
(xiii) Number of Persons Employed by Registrant
As of December 31, 2000, Registrant, excluding non-
consolidated foreign subsidiaries, had 9,884 employees, of whom
5,213 were employed in the United States.
(d) Financial Information about Foreign and Domestic
Operations and Export Sales
The financial information required by Item 1 relating to
export sales is hereby incorporated by reference to Note 12 of
Registrant's Consolidated Financial Statements appearing on pages
38 through 42 of Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this report.
Registrant considers its relations with the governments of
the countries in which its foreign subsidiaries and affiliates
are located to be satisfactory, but these foreign operations are
subject to the normal risks of doing business abroad, including
expropriation, confiscation, war, insurrection, civil strife and
revolution, currency inconvertibility and devaluation, and
currency exchange controls. To minimize these risks, Registrant
has insured certain investments in its affiliate flour mills in
Democratic Republic of Congo, Ecuador, Haiti, Lesotho, Mozambique
and Zambia, to the extent deemed appropriate against certain of
these risks with the Overseas Private Investment Corporation, an
agency of the United States Government. In addition, the Company
has purchased commercial insurance to cover certain forms of
political risk if physical damage is done to certain of its own
and affiliate facilities abroad.
Item 2. Properties
(1) Pork
The Registrant owns a hog processing plant in Oklahoma with
a double shift capacity of approximately four and one-half
million hogs per year. Hog production facilities currently
consist of a combination of owned and leased farrowing, nursery
and finishing units supporting 176,500 sows. Registrant
currently owns six feed mills which have a combined capacity to
produce 1,400,000 tons of feed annually to support the hog
production. These facilities are located in Oklahoma, Texas,
Kansas and Colorado.
(2) Marine
Registrant leases a 135,000 square foot warehouse and 70
acres of port terminal land and facilities in Florida which are
used in its containerized cargo operations. Registrant owns
seven ocean cargo vessels with deadweights ranging from 2,813 to
14,545 metric tons. Registrant timecharters, under short-term
agreements, between twelve and eighteen containerized ocean cargo
vessels with deadweights ranging from 2,600 to 17,511 metric-
tons. Registrant also bareboat charters, under long-term lease
agreements, three containerized ocean cargo vessels with
deadweights ranging from 12,169 to 12,648 metric tons.
Registrant owns or leases thousands of dry, refrigerated and
specialized containers and related equipment. Registrant also
leases a 62 acre cargo handling and terminal facility in Houston
including a 550,000 square foot warehouse and a 240,000 square
foot facility with freezer storage and office space.
(3) Commodity Trading and Milling
The Registrant owns in whole or in part 12 milling
operations with capacity to mill over 7,100 metric tons of wheat
and maize flour per day. In addition, Registrant has feed mill
capacity of 100 metric tons per hour to produce formula animal
feed. The milling operations located in Angola, Democratic
Republic of Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho,
Mozambique, Nigeria, Republic of Congo, Sierra Leone and Zambia
own their facilities; in Kenya, Lesotho, Nigeria, Republic of
Congo and Sierra Leone the land the mills are located on is
leased under long-term agreements. The Registrant owns seven
9,000 metric-ton deadweight dry bulk carriers.
(4) Sugar and Citrus
Registrant has a controlling interest in an Argentine
company which owns approximately 37,700 acres of planted
sugarcane and approximately 2,700 acres of planted citrus. In
addition, this company owns a sugar mill with a capacity to
process approximately 165,000 metric tons of sugar per year.
(5) Power
Registrant owns two floating power generating facilities,
with a combined rated capacity of 112 megawatts, both located in
Santo Domingo, Dominican Republic.
(6) Other
Registrant leases 1,900 acres in Honduras for growing
pickles and peppers. Registrant also leases 40,000 square feet
of refrigerated space and 70,000 square feet of dry space in the
Port of Miami for warehousing produce products.
Registrant, by itself or through non-controlled affiliates,
operates approximately 2,850 acres of shrimp ponds in Honduras
and Ecuador. Approximately 1,350 acres are leased and the rest
are owned.
Registrant, through a joint venture in Maine, owns a company
capable of producing over 15 million pounds of salmon per year
and a company with a 36,000 square foot facility for processing
seafood and related products.
Management believes that the Registrant's present facilities
are generally adequate and suitable for its current purposes. In
general, facilities are fully utilized; however, seasonal
fluctuations in inventories and production may occur as a
reaction to market demands for certain products. Certain foreign
milling operations may operate at less than full capacity due to
low demand related to poor consumer purchasing power.
Item 3. Legal Proceedings
The Company is subject to legal proceedings related to the
normal conduct of its business, including as a defendant in a
maritime arbitration claim more fully described in Note 11 of the
consolidated financial statements.
On June 2, 2000, a Complaint was filed by the Sierra Club
against the Company, Seaboard Farms, Inc. and Shawnee Funding,
Limited Partnership in the United States District Court for the
Western District of Oklahoma, No. CIV-00-979-L, seeking
declaratory relief and civil penalties. Amended Complaints were
filed August 17, 2000 and February 5, 2001. The Sierra Club
alleges several violations of the Clean Water Act and a violation
of the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA"), and intends to seek injunctive relief
and a civil penalty of $25,000 for each day of each violation.
The Company asserts the claims of the Sierra Club are false and
misleading, and intends to contest them vigorously.
On February 22, 2001, the Sierra Club sent to the Company a
60-day Notice of Intent to Sue under CERCLA and the Emergency
Planning and Community Right-to-Know Act ("EPCRA"), alleging the
failure to notify the National Response Center and local
officials of reportable releases of ammonia and hydrogen sulfide
into the air at eight confined animal feeding operations. The
letter alleges violations of CERCLA and EPCRA everyday since each
facility obtained an operating license and continuing violation
of CERCLA and EPCRA. Each authorizes a civil penalty of $25,000
per each day of each violation. The Company is in the process of
reviewing the allegations, but preliminarily believes they have
no merit, and in the event a lawsuit is filed, will vigorously
defend the suit.
On December 20, 2000, Seaboard Farms, Inc. received an
Information Request from the United States Environmental
Protection Agency ("EPA") seeking information as to compliance
with the Clean Water Act ("CWA") and the Clean Air Act ("CAA") by
the Company with respect to all of its confined animal feeding
operations ("CAFOs"). In the Information Request, the EPA set
forth that it is investigating whether the Company's CAFOs may be
discharging pollutants to waters of the United States, whether
they have the correct permits for such activities, and whether
some of the operations may be emitting air pollutants equal to or
above major source Prevention of Significant Deterioration
thresholds. At present, no relief has yet been sought by EPA;
however, should an enforcement action result, EPA may seek (i) to
require the Company to obtain requisite permits in order to
engage in operations; and (ii) civil penalties, as provided under
the CWA and CAA.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the last quarter of the
fiscal year covered by this report to a vote of security holders.
Executive Officers of Registrant
The following table lists the executive officers and certain
significant employees of Registrant. Generally, each executive
officer is elected at the Annual Meeting of the Board of
Directors following the Annual Meeting of Stockholders and holds
his office until the next such annual meeting or until his
successor is duly chosen and qualified. There are no
arrangements or understandings pursuant to which any executive
officer was elected.
Name (Age) Positions and Offices with Registrant and Affiliates
H. Harry Bresky (75) President and Chief Executive Officer of Registrant;
President and Treasurer of Seaboard Flour Corporation
(SFC)
Joe E. Rodrigues (64) Executive Vice President and Treasurer
(retired February 2001)
Steven J. Bresky (47) Senior Vice President, International Operations
Robert L. Steer (41) Senior Vice President, Treasurer and Chief Financial
Officer
Rick J. Hoffman (46) Vice President
David M. Becker (39) Vice President, General Counsel and Assistant
Secretary
James L. Gutsch (47) Vice President, Engineering
Mr. H. Harry Bresky has served as President and Chief
Executive Officer of Registrant since February 2001 and
previously as President of Registrant since 1967. He has served
as President of SFC since 1987, and as Treasurer of SFC since
1973. Mr. Bresky is the father of Steven J. Bresky.
Mr. Rodrigues served as Executive Vice President and
Treasurer of Registrant since December 1986, until he retired in
February 2001.
Mr. Steven J. Bresky has served as Senior Vice President,
International Operations of Registrant since February 2001 and
previously as Vice President of Registrant since April 1989.
Mr. Steer has served as Senior Vice President, Treasurer and
Chief Financial Officer of Registrant since February 2001 and
previously as Vice President, Chief Financial Officer of
Registrant since April 1998 and as Vice President, Finance of
Registrant since April 1996. He has been employed by the
Registrant since 1984.
Mr. Hoffman has served as Vice President of Registrant since
April 1989.
Mr. Becker has served as Vice President, General Counsel and
Assistant Secretary of Registrant since February 2001 and
previously as General Counsel and Assistant Secretary of
Registrant since April 1998 and as Assistant Secretary of
Registrant since May 1994.
Mr. Gutsch has served as Vice President, Engineering of
Registrant since December 1998. He has been employed by the
Registrant since 1984.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
The information required by Item 5 is hereby incorporated by
reference to "Stock Listing" and "Quarterly Financial Data"
appearing on pages 44 and 8, respectively, of Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b) and attached as Exhibit 13 to this Report.
Item 6. Selected Financial Data
The information required by Item 6 is hereby incorporated by
reference to the "Summary of Selected Financial Data" appearing
on page 7 of Registrant's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as
Exhibit 13 of this Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information required by Item 7 is hereby incorporated by
reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 9 through
18 of Registrant's Annual Report to Stockholders furnished to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 7A is hereby incorporated
by reference to the material under the captions "Financial
Instruments" and "Commodity Instruments" within Note 1 of the
Registrant's Consolidated Financial Statements appearing on page
28, and to the material under the caption "Derivative
Information" within "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on pages
16 through 18 of the Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this Report.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is hereby incorporated by
reference to Registrant's "Quarterly Financial Data,"
"Independent Auditors' Report," "Consolidated Statements of
Earnings," "Consolidated Balance Sheets," "Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of
Cash Flows" and "Notes to Consolidated Financial Statements"
appearing on pages 8 and 19 through 43 of Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b) and attached as Exhibit 13 to this Report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of Registrant
Refer to "Executive Officers of Registrant" in Part I.
Information required by this item relating to directors of
Registrant has been omitted since Registrant filed a definitive
proxy statement within 120 days after December 31, 2000, the
close of its fiscal year. The information required by this item
relating to directors is incorporated by reference to "Item 1"
appearing on pages 3 and 4 of the 2001 Proxy statement. The
information required by this item relating to late filings of
reports required under Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 11 of the
Registrant's 2001 Proxy Statement.
Item 11. Executive Compensation
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year. The information required by
this item is incorporated by reference to "Executive Compensation
and Other Information," "Retirement Plans" and "Compensation
Committee Interlocks and Insider Participation" appearing on
pages 6 through 9 and 11 of the 2001 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year. The information required by
this item is incorporated by reference to "Principal
Stockholders" appearing on page 2 and "Election of Directors" on
pages 3 and 4 of the 2001 Proxy Statement.
Item 13. Certain Relationships and Related Transactions
This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2000, the close of its fiscal year. The information required by
this item is incorporated by reference to "Compensation Committee
Interlocks and Insider Participation" appearing on page 11 of the
2001 Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Consolidated financial statements.
See Index to Consolidated Financial Statements on
page F-1.
2. Consolidated financial statement schedules.
See Index to Consolidated Financial Statements on
page F-2.
3. Exhibits.
2.1 - Asset Purchase Agreement by and between
Seaboard Corporation and ConAgra, Inc., dated
December 6, 1999. Incorporated by reference to
Exhibit 2.1 of Registrant's Form 8-K, dated
January 3, 2000.
2.2 - Addendum to Asset Purchase Agreement dated
December 30, 1999. Incorporated by reference to
Exhibit 2.2 of Registrant's Form 8-K, dated
January 3, 2000.
2.3 - Amended and Restated Contribution Agreement
by and among Seaboard Corporation, Somerset
Limited, the Shareholders of Boyar International
Limited, Baarsma's Holding B.V., Baring Central
European Investments B.V. and European Bank for
Reconstruction and Development, dated December 29,
2000.
3.1 - Registrant's Certificate of Incorporation,
as amended, incorporated by reference to Exhibit
3.1 of Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.
3.2 - Registrant's By-laws, as amended.
Incorporated by reference to Exhibit 2.1 of
Registrant's Form 10-Q for the quarter ended March
31, 1999.
4.1 - Note Purchase Agreement dated December 1,
1993 between the Registrant and various purchasers
as listed in the exhibit. The Annexes and
Exhibits to the Note Purchase Agreement have been
omitted from the filing, but will be provided
supplementally upon request of the Commission.
Incorporated by reference to Exhibit 4.1 of
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
4.2 - Seaboard Corporation 6.49% Senior Note Due
December 1, 2005 issued pursuant to the Note
Purchase Agreement described above. Incorporated
by reference to Exhibit 4.2 of Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993.
4.3 - Note Purchase Agreement dated June 1, 1995
between the registrant and various purchasers as
listed in the exhibit. The Annexes and Exhibits
to the Note Purchase Agreement have been omitted
from the filing, but will be provided
supplementally upon request of the Commission.
Incorporated by reference to Exhibit 4.3 of
Registrant's Form 10-Q for the quarter ended
September 9, 1995.
4.4 - Seaboard Corporation 7.88% Senior Note Due
June 1, 2007 issued pursuant to the Note Purchase
Agreement described above. Incorporated by
reference to Exhibit 4.4 of Registrant's Form 10-Q
for the quarter ended September 9, 1995.
4.5 - Seaboard Corporation Note Agreement dated as
of December 1, 1993 ($100,000,000
Senior Notes due December 1, 2005). First
Amendment to Note Agreement. Incorporated by
reference to Exhibit 4.7 of Registrant's Form 10-Q
for the quarter ended March 23, 1996.
4.6 - Seaboard Corporation Note Agreement dated as
of June 1, 1995 ($125,000,000
Senior Notes due June 1, 2007). First Amendment to
Note Agreement. Incorporated by reference to
Exhibit 4.8 of Registrant's Form 10-Q for the
quarter ended March 23, 1996.
* 10.1 - Registrant's Executive Retirement Plan
dated January 1, 1997. The addenda have been
omitted from the filing, but will be provided
supplementary upon request of the Commission.
Incorporated by reference to Exhibit 10.1 of
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997.
* 10.2 - Registrant's Supplemental Executive Benefit
Plan as Amended and Restated Effective January 1,
2001, formerly the Supplemental Executive
Retirement Plan.
* 10.3 - Registrant's Supplemental Executive
Retirement Plan for H. Harry Bresky dated March
21, 1995. Incorporated by reference to Exhibit
10.3 of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
* 10.4 - Employment Agreement for Joe E. Rodrigues
dated July 9, 1986 and amended August 10, 1990.
Incorporated by reference to Exhibit 10.5 of
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
* 10.5 - Registrant's Executive Deferred
Compensation Plan dated January 1, 1999.
Incorporated by reference to Exhibit 10.1 of
Registrant's Form 10-Q for the quarter ended March
31, 1999.
* 10.6 - First Amendment to Registrant's Executive
Retirement Plan as Amended and Restated January 1,
1997, dated February 28, 2001, amending
Registrant's Executive Retirement Plan dated
January 1, 1997 referenced as Exhibit 10.1.
* 10.7 - Registrant's Investment Option Plan dated
December 18, 2000.
13 - Sections of Annual Report to security holders
incorporated by reference herein.
21 - List of subsidiaries.
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during
the last quarter of the fiscal year covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SEABOARD CORPORATION
By /s/H. Harry Bresky By /s/Robert L. Steer
H. Harry Bresky, President and Robert L. Steer, Senior Vice
Chief Executive Officer President, Treasurer and Chief
(principal executive officer) Financial Officer (principal
financial and accounting officer)
Date: March 9, 2001 Date: March 9, 2001
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the
dates indicated.
By /s/H. Harry Bresky By /s/J.E. Rodrigues
H. Harry Bresky, Director and J.E. Rodrigues, Director
Chairman of the Board
Date: March 9, 2001 Date: March 9, 2001
By /s/David A. Adamsen By /s/Thomas J. Shields
David A. Adamsen, Director Thomas J. Shields, Director
Date: March 9, 2001 Date: March 9, 2001
By /s/Douglas W. Baena
Douglas W. Baena, Director
Date: March 9, 2001
SEABOARD CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedule
Financial Statements
Stockholders'
Annual Report Page
Independent Auditors' Report 19
Consolidated Balance Sheets as of December 31, 2000
and December 31, 1999 20
Consolidated Statements of Earnings for the years
ended December 31, 2000, December 31, 1999 and
December 31, 1998 22
Consolidated Statements of Changes in Equity for the
years ended December 31, 2000, December 31, 1999 and
December 31, 1998 23
Consolidated Statements of Cash Flows for the years
ended December 31, 2000, December 31, 1999 and
December 31, 1998 24
Notes to Consolidated Financial Statements 25
The foregoing are incorporated by reference.
The individual financial statements of the nonconsolidated
foreign affiliates which would be required if each such foreign
affiliate were a Registrant are omitted, because (a) the
Registrant's and its other subsidiaries' investments in and
advances to such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet; (b) the Registrant's and its other subsidiaries'
proportionate share of the total assets (after intercompany
eliminations) of such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet; and (c) the Registrant's and its other subsidiaries'
equity in the earnings before income taxes and extraordinary
items of the foreign affiliates does not exceed 20% of such
income of the Registrant and consolidated subsidiaries compared
to the average income for the last five fiscal years.
Combined condensed financial information as to assets,
liabilities and results of operations have been presented for
nonconsolidated foreign affiliates in Note 5 of "Notes to the
Consolidated Financial Statements."
(Continued)
SEABOARD CORPORATION AND SUBSIDIARIES
Index to Consolidated Financial Statements and Schedule
Schedule
Page
II - Valuation and Qualifying Accounts for the years ended
December 31, 2000, 1999 and 1998
F-4
All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated
financial statements or related consolidated notes.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seaboard Corporation:
Under date of March 5, 2001, we reported on the consolidated
balance sheets of Seaboard Corporation and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated
statements of earnings, changes in equity and cash flows for each
of the years in the three-year period ended December 31, 2000, as
contained in the December 31, 2000 annual report to stockholders.
These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K
for the year ended December 31, 2000. In connection with our
audits of the aforementioned consolidated financial statements,
we also audited the related consolidated financial statement
schedule as listed in the accompanying index. This financial
statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
As discussed in Note 4 to the consolidated financial statements,
the Company changed its method of accounting for certain
inventories from the first-in, first-out method to the last-in,
first-out method in 1999.
KPMG LLP
Kansas City, Missouri
March 5, 2001
Schedule II
SEABOARD CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
(In Thousands)
Balance at
beginning Provision Write-offs net Aquisitions Balance at
of year (1) of recoveries and Disposals end of year
Year ended December 31, 2000:
Allowance for doubtful accounts $29,075 12,276 (8,199) (3,351) $29,801
Drydock accrual $ 5,444 4,051 (3,999) - $ 5,496
Year ended December 31, 1999:
Allowance for doubtful accounts $26,117 7,105 (4,147) - $29,075
Drydock accrual $ 5,207 3,504 (3,267) - $ 5,444
Year ended December 31, 1998:
Allowance for doubtful accounts $20,658 5,902 (1,790) 1,347 $26,117
Drydock accrual $ 5,503 2,489 (2,785) - $ 5,207
(1) Allowance for doubtful accounts provisions charged to
selling, general and administrative expenses; drydock provisions
charged to cost of sales.