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) July 10, 2008
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) 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.)
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))
Item 1.01 Entry into a Material Definitive Agreement
On July 10, 2008, the Registrant and certain of its subsidiaries
("Designated Borrowers", and together with the Registrant referred to as
the "Borrowers") entered into an Amended and Restated Credit Agreement (the
"Restated Credit Agreement") with Bank of America, N.A., as Administrative
Agent, Swing Line Lender and an L/C Issuer and the other lenders party
thereto, amending and restating Registrant's existing committed Credit
Agreement, as amended (the "2004 Facility").
The Restated Credit Agreement increases the aggregate principal amount of
the revolving committed credit facility from $100,000,000 to $300,000,000
(subject to an uncommitted option to request an increase in the facility to
$350,000,000) (the "Credit Facility"). The Credit Facility includes a
$100,000,000 sublimit for the issuance of standby and commmercial letters
of credit, a $25,000,000 sublimit for swingline loans, a $50,000,000
sublimit for loans to the Designated Borrowers, and a $50,000,000 sublimit
for borrowings in certain foreign currencies. The Credit Facility has a
term of five years, maturing July 10, 2013. The Credit Facility is
unsecured.
Interest on the loans under the Credit Facility will be calculated on the
basis of a Eurocurrency rate (which is an interest rate derived from
LIBOR), or a base rate (which is an interest rate derived from the Federal
Funds Rate, or the lender's "prime rate," whichever is higher). The
Borrowers may generally elect whether a loan will be a Eurocurrency rate
loan or a base rate loan, except that swingline loans must be base rate
loans and loans denominated in a foreign currency must be Eurocurrency rate
loans.
The Borrowers made certain representations and warranties under the
Restated Credit Agreement that are customary for credit agreements of this
type. The Restated Credit Agreement contains affirmative and negative
covenants that are customary for credit agreements of this type and include
delivery of financial statements and other financial information; notice of
defaults and certain other matters; payment of obligations; preservation of
legal existence and good standing; maintenance of properties; maintenance
of insurance; compliance with laws; maintenance of books and records;
permitting inspections by the agent or lenders; use of proceeds;
maintenance of governmental approvals and authorizations; limitations on
liens; limitations on investments; limitations on indebtedness; limitations
on fundamental changes; limitations on dispositions of assets; limitations
on restricted payments, distributions and redemptions; limitations on
nature of business; limitations on transactions with affiliates;
limitations on burdensome agreements; limitations on acquisitions;
limitations on amendments to the Registrant's senior notes issued in
September of 2002; and compliance with financial covenants. With respect
to financial covenants, the Restated Credit Agreement increases the base
amount used to calculate the minimum consolidated tangible net worth that
must be maintained by the Borrowers from $714,000,000 under the 2004
Facility, to $1,150,000,000 plus 25% of Consolidated Net Income after
March 29, 2008.
Events of default under the Restated Credit Agreement are customary for
credit agreements of this type and include non-payment of principal when
due; non-payment of interest, fees and other amounts for a period of five
days after the due date; failure to perform or observe covenants and
agreements (subject to a 30-day cure period in certain cases);
representations and warranties not being correct in any material respect
when made; cross defaults to other material indebtedness; certain acts of
bankruptcy or insolvency; the entry of certain material judgments; the
occurrence of certain material events under ERISA; the invalidity of the
Restated Credit Agreement or related documents; and certain changes of
control.
The forgoing is a summary of the terms of the Restated Credit Agreement,
and does not purport to be a complete discussion thereof. Accordingly, the
foregoing is qualified in its entirety by deference to the full text of the
Restated Credit Agreement, which is filed with this Form 8-K Report.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
The information provided under Item 1.01 above is hereby incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following document is filed as part of this report:
10.1 Amended and Restated Credit Agreement between Borrowers and Bank
of America, N.A., dated July 10, 2008.
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: July 16, 2008
Seaboard Corporation
by: /s/ Robert L. Steer
Robert L. Steer, Senior Vice President,
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
10.1 Amended and Restated Credit Agreement between Borrowers and
Bank of America, N.A., dated July 10, 2008 ($300,000,000
revolving credit facility expiring July 9, 2013). The
schedules and exhibits to the Credit Agreement have been
omitted from this filing, but will be provided
supplementally upon request of the Commission.