SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

SEABOARD CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, $1.00 par value

(Title of Class of Securities)

811543107

(Cusip Number of Class of Securities)

David M. Becker

Senior Vice President and General Counsel

Seaboard Corporation

9000 West 67th Street

Shawnee Mission, Kansas 66202

(913) 676-8800

(Name, address and telephone number of person authorized to receive notices and communication behalf of filing person)

Copy to:

Russell B. Richards, Eq.

King & Spalding LLP

1180 Peachtree St., N.E.

Atlanta, Georgia 30309-3521

(404) 572-4600

CALCULATION OF FILING FEE

Transaction Value (1)	Amount of Filing Fee (2)
$100,000,000	$12,880

(1)The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $100 million in aggregate of up to 40,000 shares of common stock, par value $1.00 per share, at the minimum tender offer price of $2,500 per share.

(2)Previously paid.  The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $128.80 per $1,000,000 of the value of the transaction.

xCheck the box if any part of the fee is offset, as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $12,880	Filing Party: Seaboard Corporation
Form or Registration No.: Schedule TO-I	Date Filed: May 12, 2014

oCheck the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

othird-party tender offer subject to Rule 14d-1.

xissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third Party Tender Offer)

EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “SEC”) by Seaboard Corporation, a Delaware corporation (“Seaboard” or the “Company”) on May 12, 2014 in connection with the Company’s Offer to Purchase for not more than $100 million in cash, shares of its common stock, par value $1.00 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $2,500 nor greater than $2,950 per share; or (ii) purchase price tenders, in either case upon the terms and subject to the conditions described in the Offer to Purchase dated May 12, 2014 (as amended, the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, the “Tender Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

The purpose of this Amendment is to amend and supplement the Schedule TO.  Only those items amended are reported in this Amendment.  Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged.  This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 11.Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

“On June 16, 2014, the Company issued a Press Release announcing the preliminary results of the Tender Offer, which expired at 5:00 p.m., New York City time, on Friday, June 13, 2014.  A copy of the Press Release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”

Item 12.Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(B) Press Release announcing the preliminary results of the Tender Offer, dated June 16, 2014.

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EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

	Press Release
9000 West 67th Street · Shawnee Mission, KS  66202 Phone:    (913) 676-8800   · Fax:    (913) 676-9972

FOR IMMEDIATE RELEASE

June 16, 2014

SEABOARD CORPORATION ANNOUNCES

PRELIMINARY RESULTS OF ITS TENDER OFFER

SHAWNEE MISSION, Kansas, June 16, 2014 - Seaboard Corporation (NYSE MKT symbol:  SEB) today announced the preliminary results of its tender offer, which expired at 5:00 p.m., New York City time, on Friday, June 13, 2014.

Based on the preliminary count by Wells Fargo Bank, N.A., the depositary for the tender offer, a total of approximately 15,573 shares of Seaboard Corporation’s common stock were validly tendered and not validly withdrawn at or below the purchase price of $2,950 per share, additionally 2,923 shares were submitted by notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count, Seaboard Corporation expects to acquire approximately 18,496 shares of its common stock at a price of $2,950 per share, for an aggregate cost of approximately $54,563,200, excluding fees and expenses relating to the tender offer.  The shares expected to be acquired represent approximately 1.56 percent of the total number of shares of Seaboard Corporation’s common stock issued and outstanding as of June 13, 2014.

The number of shares expected to be purchased in the tender offer is preliminary and subject to change.  The preliminary information contained in this press release is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading day settlement period.  The final number of shares to be purchased will be announced following the expiration of the guaranteed delivery period and the completion of the confirmation process.  Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter.

As noted in the Offer to Purchase relating to the tender offer, Seaboard Corporation may purchase additional shares of its common stock in the future in the open market, subject to market conditions.  Seaboard Corporation may also purchase shares of its common stock in private transactions, tender offers or otherwise.  Under applicable securities laws, however, Seaboard Corporation may not purchase any such shares of its common stock until after June 27, 2014.  Any future purchases of shares by Seaboard Corporation will depend on many factors, including the market price of the shares, the final results of the tender offer, Seaboard Corporation’s business and financial position and general economic and market conditions.

MacKenzie Partners, Inc. is serving as Information Agent for the tender offer.  Stockholders who have questions or would like additional information about the tender offer may contact the Information Agent

for the tender offer, MacKenzie Partners Inc., by telephone at:  (212) 929-5500 (collect) or (800) 322-2885 (toll-free), or in writing to 105 Madison Avenue, New York, New York  10016 or tenderoffer@mackenziepartners.com.

About Seaboard Corporation

Seaboard Corporation is a diverse global agribusiness and transportation company.  In the United States, Seaboard is primarily engaged in pork production and processing and ocean transportation.  Overseas, Seaboard is primarily engaged in commodity merchandising, grain processing, sugar production and electric power generation. Seaboard also has an interest in turkey operations in the United States.  For more information on Seaboard Corporation, visit www.seaboardcorp.com.

NOTE:  The statements in this press release that are not historical statements, including statements regarding the number and purchase price of shares expected to be purchased pursuant to the tender offer and regarding future purchases of shares are forward-looking statements within the meaning of the federal securities laws.  These statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements.  Seaboard Corporation’s Form 10-K for the year ended December 31, 2013, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss some of the important risk factors identified that may affect Seaboard Corporation’s business, results of operations and financial condition.  Seaboard Corporation undertakes no obligations to revise or update publicly any forward-looking statements for any reason.  There can be no assurance as to the amount, timing or prices of any future share repurchases.  The specific timing and amount of repurchases may vary based on market conditions and other factors.  Seaboard Corporation’s share repurchase program may be suspended at any time.

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