-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aj7GT58ciHWoQ83NI0axYnA9I1gbwlzDuV47txGVciUQ0l7JywBtz5bYBokavGvq p/s7uxRkQ413vWQcBKrVEg== 0001207682-06-000001.txt : 20060207 0001207682-06-000001.hdr.sgml : 20060207 20060207163601 ACCESSION NUMBER: 0001207682-06-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060207 DATE AS OF CHANGE: 20060207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRESKY H HARRY CENTRAL INDEX KEY: 0001207682 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6177394480 MAIL ADDRESS: STREET 1: 822 BOYLSTON STREET STREET 2: SUITE 301 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEABOARD CORP /DE/ CENTRAL INDEX KEY: 0000088121 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 042260388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18953 FILM NUMBER: 06585870 BUSINESS ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 BUSINESS PHONE: 9136768800 MAIL ADDRESS: STREET 1: 9000 W. 67TH STREET CITY: SHAWNEE MISSION STATE: KS ZIP: 66202 FORMER COMPANY: FORMER CONFORMED NAME: SEABOARD ALLIED MILLING CORP DATE OF NAME CHANGE: 19820328 FORMER COMPANY: FORMER CONFORMED NAME: HATHAWAY BAKERIES INC DATE OF NAME CHANGE: 19710315 SC 13G/A 1 sc13g.txt SCHEDULE 13G (RULE 13D-102) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5)* Seaboard Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 811543107 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) X Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 811543107 13G Page 1 of 8 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Seaboard Flour LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 5 SOLE VOTING POWER 893,948.24 SHARES BENEFICIALLY 6 SHARED VOTING POWER None OWNED BY EACH 7 SOLE DISPOSITIVE POWER 893,948.24 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 893,948.24 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 70.9% 12 TYPE OF REPORTING PERSON* OO CUSIP No. 811543107 13G Page 2 of 8 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) H. Harry Bresky 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER 899,559.24 SHARES BENEFICIALLY 6 SHARED VOTING POWER 4,250 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 899,559.24 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 4,250 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 903,809.24 (consists of 893,948.24 shares owned by Seaboard Flour LLC, 5,611 shares owned individually and 4,250 shares that may be attributed to him as co-trustee of the "Bresky Foundation" trust) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X Excludes 5,285 shares owned by wife as to which beneficial ownership is disclaimed. 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 71.7% 12 TYPE OF REPORTING PERSON* IN CUSIP No. 811543107 13G Page 3 of 8 Pages Item 1(a). Name of Issuer: Seaboard Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 9000 W. 67th Street Shawnee Mission, KS 66202 Item 2(a). Name of Person Filing: (i) Seaboard Flour LLC (ii) H. Harry Bresky Item 2(b). Address of Principal Business Office or, if None, Residence: (i) Seaboard Flour LLC 822 Boylston Street, Suite 301 Chestnut Hill, MA 02467 (ii) H. Harry Bresky c/o Seaboard Flour LLC 822 Boylston Street, Suite 301 Chestnut Hill, MA 02467 Item 2(c). Citizenship: (i) Seaboard Flour LLC - Delaware limited liability company (ii) H. Harry Bresky - United States Citizen Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 811543107 CUSIP No. 811543107 13G Page 4 of 8 Pages Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) Broker or dealer registered under Section 15 of the Exchange Act. (b) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) Investment company registered under Section 8 of the Investment Company Act. (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (i) Seaboard Flour LLC - 893,948.24 shares (ii) H. Harry Bresky - 903,809.24 shares* * The amount reported as beneficially owned by H. Harry Bresky includes 893,948.24 shares owned by Seaboard Flour LLC, 5,611 shares owned individually and 4,250 shares that may be attributed to him as co- trustee of the "Bresky Foundation" trust. H. Harry Bresky is the sole manager of Seaboard Flour LLC and, pursuant to the Limited Liability Company Agreement of Seaboard Flour LLC, makes all voting and investment decisions with respect to the shares of Seaboard Corporation owned by Seaboard Flour LLC. H. Harry Bresky, his brother Otto Bresky, Jr., and other members of the Bresky family, including estates and trusts created for their benefit, have beneficial ownership of approximately 99.5% of the outstanding common units of Seaboard Flour LLC. (b) Percent of class: (i) Seaboard Flour LLC - 70.9% (ii) H. Harry Bresky - 71.7% CUSIP No. 811543107 13G Page 5 of 8 Pages (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote (1) Seaboard Flour LLC - 893,948.24 shares (2) H. Harry Bresky - 899,559.24 shares (ii) Shared power to vote or to direct the vote (1) Seaboard Flour LLC - 0 (2) H. Harry Bresky - 4,250 shares (iii) Sole power to dispose or to direct the disposition of (1) Seaboard Flour LLC - 893,948.24 shares (2) H. Harry Bresky - 899,559.24 shares (iv) Shared power to dispose or to direct the disposition of (1) Seaboard Flour LLC - 0 (2) H. Harry Bresky - 4,250 shares Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ". Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A CUSIP No. 811543107 13G Page 6 of 8 Pages Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to Rule 13d- 1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A Item 10. Certifications. N/A CUSIP No. 811543107 13G Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 7, 2006 Date SEABOARD FLOUR LLC By: /s/ H. H. Bresky Signature H. Harry Bresky, Manager Name/Title February 7, 2006 Date /s/ H. H. Bresky Signature H. Harry Bresky, Individually Name/Title CUSIP No. 811543107 13G Page 8 of 8 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and that such statement is made on behalf of each of them. Dated: February 7, 2006 SEABOARD FLOUR LLC By: /s/ H. H. Bresky H. Harry Bresky Manager /s/ H. H. Bresky H. Harry Bresky, Individually -----END PRIVACY-ENHANCED MESSAGE-----