8-K
SEABOARD CORP /DE/ (SEB)
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
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| Date of Report (Date of earliest event reported) | July 28, 2020 |
Seaboard Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-3390 | | 04-2260388 |
| (State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
| incorporation) | | File Number) | | Identification No.) |
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| 9000 West 67th Street , Merriam , Kansas | 66202 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant’s telephone number including area code | ( 913 ) 676-8800 |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $1.00 Par Value | SEB | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On July 28, 2020, the Registrant issued a press release announcing earnings for the quarter ended June 27, 2020 and the Board of Directors’ declaration of a quarterly cash dividend of $2.25 per share of common stock, payable on August 17, 2020, to stockholders of record at the close of business on August 7, 2020. The full text of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 2.02, and the related press release included as Exhibit 99.1 to this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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.
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| | | | Date: July 28, 2020 | ||
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| | | | Seaboard Corporation | ||
| | | | | (Registrant) | |
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| | | | By: | /s/ Robert L. Steer | |
| | | | | Robert L. Steer<br><br>President, Chief Executive Officer<br><br>and Chief Financial Officer | |
| | | | | <br><br>(principal executive officer and principal financial officer) |
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Exhibit 99.1
PRESS RELEASE
REPORT OF EARNINGS AND DIVIDEND DECLARATION
July 28, 2020
Merriam, Kansas
The following is a report of earnings for Seaboard Corporation (NYSE American symbol: SEB) with offices at 9000 West 67^th^ Street, Merriam, Kansas, for the three and six months ended June 27, 2020 and June 29, 2019, in millions of dollars except share and per share amounts.
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| | | Three Months Ended | | Six Months Ended | | ||||||||
| | | June 27, | | June 29, | | June 27, | | June 29, | | ||||
| | 2020 | 2019 | 2020 | 2019 | |||||||||
| Net sales | | $ | 1,808 | | $ | 1,822 | | $ | 3,491 | | $ | 3,365 | |
| Net earnings (loss) attributable to Seaboard | | $ | (26) | | $ | 58 | | $ | (129) | | $ | 115 | |
| | | | | | | | | | | | | | |
| Earnings (loss) per common share | | $ | (22.35) | | $ | 50.13 | | $ | (110.88) | | $ | 98.92 | |
| Average number of shares outstanding | | 1,160,779 | | 1,165,740 | | 1,162,307 | | 1,166,575 | | ||||
| Dividends declared per common share | | $ | 2.25 | | $ | 2.25 | | $ | 4.50 | | $ | 4.50 | |
Notes to Report of Earnings:
Capital market volatility on short-term investments has an impact on Seaboard’s earnings. For the three and six months ended June 27, 2020, net loss attributable to Seaboard Corporation included other investment income (loss) of $128 million and $(97) million, respectively. For the three and six months ended June 29, 2019, net earnings attributable to Seaboard Corporation included other investment income of $37 million and $150 million, respectively. Non-cash unrealized marked-to-market gains (losses) on short-term investments was $113 million and $(97) million for the three and six months ended June 27, 2020, respectively.
Seaboard Corporation announced today that its Board of Directors has authorized and declared a quarterly cash dividend of $2.25 per share of its common stock. The dividend is payable on August 17, 2020 to stockholders of record at the close of business on August 7, 2020.
Seaboard Corporation today filed its Quarterly Report on Form 10-Q with the United States Securities and Exchange Commission. Seaboard Corporation has provided access to the Quarterly Report on Form 10-Q on its website at https://www.seaboardcorp.com/investors.