<PAGE> 1
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
June 21, 1996
- --------------------------------------------------------------------------------
Date of Report (Date of earliest event reported)
SEABOARD OIL CO.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-18726 75-2275736
- --------------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction) Identification No.)
3100 North "A", Bldg. B, Ste. 200
Midland, Texas 79705
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(915) 684-7005
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 2
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 21, 1996, Seaboard Oil Co. (the "Registrant") issued a News
Release announcing a proposed merger between Registrant and a wholly owned
subsidiary of Seaboard Acquisition Partners, Inc. ("SAP"), pursuant to which
SAP would acquire all of the outstanding shares of common stock of the
Registrant not currently owned by SAP. A copy of the News Release is attached
hereto as Exhibit 99.1. The proposed purchase price is $9.75 per share. SAP
currently owns approximately 71% of the outstanding shares of the Registrant,
and would be acquiring the remaining 29% pursuant to the proposed merger.
The above described transaction is subject to the following
conditions: (1) the receipt of a commitment to fund the purchase price which
is satisfactory to SAP; (2) the absence of any material adverse change in the
Registrant's financial condition, results of operations or prospects prior to
the closing of the transaction; (3) the aggregate amount of the consideration
paid for the shares and for cancellation of options and rights for shares will
not exceed $4.9 million; (4) the parties entering into a merger agreement
containing terms acceptable to the parties; and (5) such other terms and
conditions which the Registrant believes are necessary, from a legal point of
view, to solicit proxies from its stockholders with respect to the transaction.
The Registrant anticipates filing with the Securities and Exchange
Commission a proxy statement in connection with its annual meeting of
stockholders within thirty days from the date of the above-described News
Release, and anticipates that the proposed merger will be contained in such
proxy materials.
ITEM 7. EXHIBITS
99.1 News Release of Seaboard Oil Co. dated June 21, 1996.
SIGNATURES
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 hereunto duly authorized.
SEABOARD OIL CO.
DATE: June 21, 1996 By: /s/ Gary Gilliam
------------------------------------------
Gary Gilliam, President
Page 2 of 2
<PAGE> 1
NEWS RELEASE
CONTACT: GARY B. GILLIAM - PRESIDENT, CFO
(915) 684-7005
FOR IMMEDIATE RELEASE
JUNE 21, 1996
SEABOARD OIL CO.
ANNOUNCES PROPOSED MERGER
MIDLAND, TEXAS - Seaboard Oil Co. (the "Company") today announced that it had
received an offer from Seaboard Acquisition Partners, Inc. ("SAP") to acquire
the 415,686 shares of common stock of the Company not currently owned by SAP
constituting approximately 29% of the outstanding shares. The purchase price
per share is $9.75 and the transaction is proposed to be accomplished through a
merger of a wholly owned subsidiary of SAP with and into the Company.
SAP currently owns 1,055,683 shares of the Company's common
stock, constituting approximately 71% of the outstanding shares.
SAP's offer is subject to: (1) the receipt of a satisfactory
commitment to fund the purchase price; (2) the absence of any material adverse
change in the Company's financial condition, results of operations or prospects
prior to the closing of the transaction; (3) the aggregate amount of the
consideration paid for shares and for cancellation of options and rights for
shares not exceeding $4.9 million; (4) the parties entering into a Merger
Agreement containing terms acceptable to the parties; and (5) such other terms
and conditions which the Company believes is necessary, from a legal point of
view, to solicit proxies from its shareholders with respect to the transaction.
The Company anticipates filing with the Securities and
Exchange Commission a Proxy Statement in connection with its Annual Meeting of
Stockholders within the next thirty (30) days and anticipates that the SAP
proposal will be contained in such proxy materials.
Seaboard Oil Co. is an oil and gas exploration and production
Company, headquartered in Midland, Texas whose oil and gas properties are
located primarily in the Permian Basin.
EXHIBIT 99.1
