SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1995
Notice is hereby given that the 1995 Annual Meeting of Stockholders of
Seaboard Corporation, a Delaware corporation, will be held at the Sheraton
Tara, 320 Washington Street, Newton, Massachusetts, on Monday, the 24th day
of April, 1995, at 10 o'clock in the forenoon for the following purposes:
1. To elect four Directors of the Company.
2. To consider and act upon the selection of KPMG Peat Marwick LLP as
independent auditors of the Company.
3. To transact any other business which may properly come before the
meeting, or any adjournment thereof.
The close of business on Monday, March 6, 1995, has been fixed as the
record date for determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting. The books for the transfer of stock will not
be closed.
If you do not expect to be present personally at the Annual Meeting,
please sign, date and return the enclosed proxy in the enclosed addressed
envelope.
By order of the Board of Directors,
MARSHALL L. TUTUN, Secretary
March 31, 1995
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1995
March 31, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Stockholders of Seaboard
Corporation (the "Company") to be held on April 24, 1995, and at any
adjournment thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting.
The close of business on Monday, March 6, 1995, has been fixed as the
record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting, and at any adjournment thereof.
This Proxy Statement is first being sent to stockholders on or about
March 31, 1995. The consolidated financial statements of the Company for
the fiscal year ended December 31, 1994, together with corresponding
consolidated financial statements for the fiscal year ended December 31,
1993, are contained in the Annual Report which is mailed to stockholders
herewith.
Proxies in the form enclosed are solicited by the Board of Directors of
the Company. Any stockholder giving a proxy in the enclosed form has the
power to revoke it at any time before it is exercised. A stockholder's right
to revoke his or her proxy is not limited by, or subject to, compliance with
any specified formal procedure. He or she may revoke his or her proxy by
delivering a written revocation or a duly executed proxy bearing a later
date, or by attending the meeting and voting in person. A proxy in such
form, if received in time for voting and not revoked, will be voted at the
Annual Meeting in accordance with the direction of the stockholder. Where
a choice is not so specified, the shares represented by the proxy will be
voted "for" the election of the nominees for Director listed herein, and
"for" ratification of the selection of KPMG Peat Marwick LLP as independent
auditors of the Company. The Board of Directors does not know of any matters
which will be brought before the meeting other than those specifically set
forth in the Notice of Annual Meeting. However, if any other matter properly
comes before the meeting, it is intended that the persons named in the
enclosed form of proxy, or their substitutes acting thereunder, will vote on
such matter in accordance with their best judgment.
Votes cast at the Annual Meeting will be tabulated by persons duly
appointed to act as inspectors of election for the Annual Meeting. The
inspectors of election will treat shares represented by a properly signed
and returned proxy as present at the Annual Meeting for purposes of
determining a quorum, without regard to whether the proxy is marked as
casting a vote or abstaining. Likewise, the inspectors of election will
treat shares of stock represented by "broker non-votes" as present for
purposes of determining a quorum. Broker non-votes are proxies with respect
to shares held in record name by brokers or nominees, as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote, (ii) the broker or nominee does not have discretionary
voting power under applicable national securities exchange rules or the
instrument under which it serves in such capacity, and (iii) the record
holder has indicated on the proxy card or otherwise notified the Company that
it does not have authority to vote such shares on that matter.
1
A favorable plurality of votes cast is necessary to elect members of the
Board of Directors. Accordingly, abstentions or broker non-votes as to the
election of Directors will not affect the election of the candidates
receiving the plurality of votes.
The remaining proposal set forth herein requires the affirmative vote of
the majority of the shares present. Shares represented by broker non-votes
as to such matters are treated as not being present for the purposes of such
matters, while abstentions as to such matters are treated as being present
but not voting in the affirmative. Accordingly, the effect of broker non-
votes is only to reduce the number of shares considered to be present for
the consideration of such matters, while abstentions will have the same effect
as votes against the matter.
The Company will bear all expenses in connection with the solicitation
of proxies, including preparing, assembling, and mailing of the Proxy
Statement.
The Company had 1,487,519.75 shares of Common Stock, $1.00 par value,
outstanding and entitled to vote as of March 6, 1995. A majority, or 743,760
of such shares, constitutes a quorum for the Annual Meeting.
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of the Company's
Common Stock beneficially owned by stockholders owning more than five percent
of such Common Stock as of January 31, 1995. Unless otherwise indicated,
all beneficial ownership consists of sole voting and sole investment power.
Name and Address Percent
of Beneficial Owner Amount of Stock of Class
Seaboard Flour Corporation (1) 1,120,511.75 75.3
200 Boylston Street
Chestnut Hill, Massachusetts
Heine Securities Corporation 94,621.00 6.4
and Michael F. Price (2)
51 John F. Kennedy Parkway
Short Hills, New Jersey
(1) Mr. H. Harry Bresky, Director of the Company, his brother Otto Bresky,
Jr., and sister, Marjorie B. Shifman, own and have sole voting power
over 81,108 shares, 82,879 shares and 19,034 shares, respectively, of
the common stock of Seaboard Flour Corporation. These individuals and
other members of the Bresky family, including trusts created for their
benefit, have beneficial ownership of 223,404 shares, or 95.1%, of the
common stock of Seaboard Flour Corporation. Such family members in
addition have beneficial ownership of a total of 34,515 shares, or 2.3%,
of the Company's Common Stock which is not included in the amount owned
by Seaboard Flour Corporation. Because of such ownership of common stock
of Seaboard Flour Corporation by the Bresky family, Mr. H. Harry Bresky
may be deemed to have indirect beneficial ownership of the Common Stock
of the Company held by Seaboard Flour Corporation.
(2) Beneficial ownership by Heine Securities Corporation and Michael F. Price
is based on an amended Schedule 13G that was filed with the Securities
and Exchange Commission on February 8, 1995, and includes 1,550 shares
of the Company owned directly or indirectly by Michael F. Price. Mr.
Price is the President of Heine Securities Corporation, in which capacity
he is deemed to have indirect beneficial ownership of the balance of the
94,621 shares reported herein.
2
Based solely on a review of the copies of reports furnished to the
Company and written representations that no other reports were required, the
Company believes that during fiscal 1994, all reports of ownership as required
under Section 16(a) of the Securities Exchange Act of 1934 for Directors and
executive officers of the Company and beneficial owners of more than ten
percent of the Company's Common Stock have been timely filed.
ITEM 1: ELECTION OF DIRECTORS
The Board of Directors has fixed the number of Directors at four. Unless
otherwise specified, proxies will be voted in favor of the election as
Directors of the following four persons for a term of one year and until
their successors are elected and qualified. All nominees are currently
Directors. Mr. H. Harry Bresky has served as a Director continuously since
1959, and was reelected by the stockholders at the last annual meeting. Mr.
H. Harry Bresky is the father of Mr. Steven J. Bresky. Mr. Joe E. Rodrigues
has served as a Director since 1990, and was reelected by the stockholders
at the last annual meeting. Mr. Thomas J. Shields has served as a Director
since 1992, and was reelected by the stockholders at the last annual meeting.
Mr. David A. Adamsen was elected as Director and Member of Audit Committee by
the Board in March 1995 to replace Mr. Robert J. McDonough who passed away
in October 1994. There are no arrangements or understandings between any
nominee and any other person pursuant to which such nominee was nominated.
As of January 31, 1995, the four nominees beneficially owned securities of
the Company in the amounts shown:
Amount of Stock (1)
Principal Occupations and
Positions During the Common Percent
Name Past 5 Years Stock of Class
H. Harry Director and President, 5,611(2) 0.4
Bresky Seaboard Corporation;
President, Treasurer and
Age 69 Director, Seaboard Flour
Corporation.
Joe E. Director (since 1990) and 200 0.01
Rodrigues Member of Audit Committee
(since 1992), Executive Vice
Age 58 President, Chief Financial
Officer and Treasurer,
Seaboard Corporation.
Thomas J. Director and Member of Audit 0 0
Shields Committee (since 1992),
Seaboard Corporation; President
Age 47 (since 1991), Shields & Co.,
Inc., investment banking firm;
Managing Director (1989 to 1991),
Bear Stearns & Co., Inc.
investment banking firm; Director,
(since 1992), Waban, Inc.,
warehouse merchandising company.
David A. Director and Member of Audit 0 0
Adamsen Committee (since 1995), Seaboard
Corporation; President and General
Age 43 Manager (since 1986), Penny Curtiss
Baking Co., bakery processing
plant; Vice President-Manufacturing
(since 1994), The Penn Traffic Co.,
retail and wholesale food
distribution company.
Beneficial ownership of all Directors and
executive officers as a group
(8 individuals) 8,349 (3) 0.6
3
(1) The number of shares shown in this table does not include indirect
beneficial ownership of Common Stock of the Company attributable to Mr. H.
Harry Bresky's ownership of Seaboard Flour Corporation stock as more fully
described under the Principal Stockholders section herein. Mr. H. Harry
Bresky had record or beneficial ownership of 101,835 shares (43.3%) of the
outstanding common stock of Seaboard Flour Corporation as of January 31,
1995.
(2) These shares exclude 5,285 shares held by Mr. H. Harry Bresky's wife,
as to which Mr. Bresky disclaims any beneficial interest.
(3) In addition to the ownership of shares by the individuals shown in
this table, these shares include 2,538 shares (.2 percent of class) owned by
Mr. Steven J. Bresky. No other executive officer named in the Executive
Compensation and Other Information section herein owns any shares.
In case any person or persons named herein for election as Directors are
not available for election at the Annual Meeting, proxies may be voted for
a substitute nominee or nominees, as well as for the balance of those named
herein. Management has no reason to believe that any of the nominees for
the election as Director will be unavailable.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Audit Committee consists of three members: Messrs. Thomas J. Shields,
David A. Adamsen and Joe E. Rodrigues, all of whom are nominees for Director
listed herein. The primary function of the Audit Committee is to ensure the
effectiveness of the Company's internal control structure and financial
reporting process. The Company has no nominating or compensation committee.
The Board of Directors held ten meetings in fiscal 1994, five of which
were telephonic meetings. Other actions of the Board of Directors were
taken by unanimous written consent as needed. The Audit Committee held one
meeting in fiscal 1994. Each Director attended more than 75% of the
aggregate of the total number of meetings of the Board of Directors and the
total number of meetings held by all committees of the Board on which he
served.
Each non-employee Director receives $5,000 quarterly and an additional
$1,500 per meeting of the Audit Committee of the Board.
4
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all cash compensation paid by the Company,
during the fiscal years indicated, to the Chief Executive Officer and the
four other highest paid executive officers of the Company for such period in
all capacities in which they have served:
SUMMARY COMPENSATION TABLE
|
Annual Compensation |
------------------------------------------|
|
Other(2)|
Name Annual | (3)
and (1) Compen- | All Other
Principal Salary Bonus sation | Compensation
Position Year ($) ($) ($) | ($)
---------- ----- -------- -------- ------- ------------
H. Harry Bresky 1994 487,950 360,000 7,686 4,500
President 1993 463,666 315,000 - 7,075
(Chief Executive 1992 432,860 315,000 - 6,866
Officer)
Joe E. Rodrigues 1994 430,646 196,100 97,186 4,500
Executive Vice 1993 402,558 185,000 - 7,075
President, Chief 1992 360,646 185,000 5,276 6,866
Financial Officer
and Treasurer
Jack S. Miller 1994 272,985 106,000 7,686 4,500
Vice President 1993 265,477 100,000 - 7,075
1992 239,999 100,000 3,224 6,866
Rick J. Hoffman 1994 226,985 90,100 35,963 4,500
Vice President 1993 212,053 85,000 - 7,075
1992 168,903 85,000 3,800 6,866
Steven J. Bresky 1994 202,939 79,500 28,883 4,500
Vice President 1993 171,437 75,000 - 7,075
1992 154,961 75,000 4,762 6,865
(1) Salary includes amounts deferred at the election of the named executive
officers under the Company's 401(k) retirement savings plan.
(2) Other Annual Compensation for fiscal year 1992 represents expense
reimbursements made by the Company to the named executive officers. The
amounts reported for fiscal year 1994 represent benefits under the Executive
Retirement Plan and the Supplemental Executive Retirement Plan described
herein. The amounts of these benefits for fiscal year 1994 are as follows:
(i) Executive Retirement Plan: Rodrigues $89,500, Hoffman $28,277 and S.
Bresky $27,065; and (ii) Supplemental Executive Retirement Plan: H. Bresky
$7,686, Rodrigues $7,686, Miller $7,686, Hoffman $7,686 and S. Bresky $1,818.
(3) All Other Compensation represents the Company contributions to the
Company's 401(k) retirement savings plan on behalf of the named executive
officers.
5
RETIREMENT PLANS
Executive Retirement Plan. In October 1994, the Company adopted the
Seaboard Corporation Executive Retirement Plan (the "Executive Retirement
Plan") with an effective date of January 1, 1994, for a select group of
officers and managers. Executive Retirement Plan participants include the
Chief Executive Officer and the four other highest paid executive officers.
Pursuant to the Executive Retirement Plan, beginning January 1, 1994, each
participant accrues an annual benefit, payable beginning at age 62, in an
amount equal to 2.5% of such participant's compensation each year. The
benefit does not accrue on compensation in excess of $300,000 per year;
however, such $300,000 cap may be increased annually at the discretion of
the retirement committee which consists of three individuals selected by
Board of Directors who are officers or managers of the Company.
For participants age 62 and under, the benefit will be provided through
the purchase annually of an annuity contract which will provide for a benefit
commencing at the age 62, equal to 2.5% of such participant's annual
compensation for such year subject to the cap described above. The benefits
are payable for life with a ten-year certain provision. In addition, the
Company pays to each participant (which amount will be withheld and paid to
the appropriate taxing authorities) 100% of the income tax liability which
the retirement committee estimates the participant will pay in the current
year as a result of the receipt of such annuity contract. The amounts of
benefits payable, including the gross up for taxes, under the Executive
Retirement Plan for fiscal year 1994 as reported in the Summary Compensation
Table herein, are as follows: Rodrigues $89,500, Hoffman $28,277 and S.
Bresky $27,065.
For service provided after December 31 of the year in which a partici-
pant reaches age 62, the benefit is payable pursuant to an annuity payable
by the Company beginning the first of the next month after the participant's
retirement from the Company. The participant will accrue an annual benefit
payable in the form of a single life annuity with a ten-year certain
provision equal to 2.5% of the participant's annual compensation, subject
to the cap discussed above, for each year of service subsequent to his 62nd
birthday after adoption of the plan. As Mr. H. Bresky and Mr. Miller have
reached their 62nd birthday, they qualify under this section of the
Executive Retirement Plan, and each has accrued for service provided during
1994 an annual benefit upon their retirement of $7,500.
Frozen Retirement Plan. Each of the individuals named in the Summary
Compensation Table is 100% vested under a certain defined benefit plan which
was frozen in 1993. The amounts payable upon retirement after attaining age
62 under this predecessor defined benefit plan are as follows: H. Bresky
$126,554, Rodrigues $63,562, Miller $75,181, Hoffman $32,604 and S. Bresky
$33,564. The benefits are payable for life with a ten-year certain provision.
Supplemental Retirement Plans. In May 1994, the Company adopted the
Seaboard Corporation Supplemental Executive Retirement Plan (the
"Supplemental Executive Retirement Plan") with benefits commencing on January
1, 1994, for a select group of officers and managers. The Supplemental
Executive Retirement Plan provides for cash compensation in an amount equal
to 3% of a participant's annual compensation in excess of $150,000 but not
greater than $300,000. Additionally, the amounts paid pursuant to this plan
are grossed up to cover 100% of a participant's estimated income tax
liability on the benefit. The amounts of benefits payable, including the
gross up for taxes, under the Supplemental Executive Retirement Plan for
fiscal year 1994 as reported in the Summary Compensation Table herein are as
follows: H. Bresky $7,686, Rodrigues $7,686, Miller $7,686, Hoffman $7,686
and S. Bresky $1,818.
In addition to the Supplemental Executive Retirement Plan, the Company
has agreed to provide a supplementary pension benefit to Messrs. H. Bresky,
Rodrigues and Miller. Mr. Rodrigues is entitled to a supplementary annual
pension equal to 4% of his total compensation (base compensation and all
prescribed allowances and bonuses) during his employment with the Company.
As of January 1, 1995, Mr. Rodrigues was entitled to receive annual estimated
benefits of $196,800 under this supplementary plan upon his retirement.
Subsequent to his retirement, the benefit will increase annually based
6
on the change in the Consumer Price Index. Messrs. H. Bresky and Miller are
entitled to a supplementary annual pension for life with a ten-year certain
provision in the amounts of $410,088 and $100,000 per year respectively.
Under these plans, payment of benefits commences with the executive's
retirement from the Company.
None of the benefits payable under the aforementioned plans contain an
offset for social security benefits.
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The following information is to provide shareholders and other interested
parties with a clear understanding of the Company's philosophy regarding
executive compensation and to provide insight behind fundamental compensation
decisions.
The Company maintains the philosophy that determination of compensation
for its executive officers by the Board of Directors is directly and
materially performance based with a recognition that these officers are
responsible for implementing the Company's long-term strategic objectives.
The Company's goals with respect to its executive compensation policies
described below are to attract and retain top executive employees.
Base compensation and increases thereto for executive officers as
presented in the Summary Compensation Table herein are determined by the
following factors:
Competitive salary ranges at or above the 50th percentile of comparable
sized firms in the manufacturing industry. Because the industries in
which Seaboard most actively operates (food and marine transportation)
do not correlate precisely with any one category in the national salary
surveys utilized by the Company, the compensation peer group is not the
same as the peer group index in the Comparison of Five-Year Cumulative
Total Return graph herein.
The state of the economy, which includes the performance of companies
in similar industries and such key economic factors as the Consumer Price
Index for Urban Wage Earners ("CPI-W").
The diversity and complexity of the Company's businesses.
An assessment of corporate performance, which includes such measures as
revenue, profitability, return on assets, return on equity, cost
containment, financial risk and achievement of non-financial strategic
objectives.
An assessment of the officer's performance based on various competency
factors and the tracking of individual performance objectives.
Except for promotion, significant change in responsibility, or
extraordinary performance, increases in executive compensation are generally
made within a range established each year on the basis of economic factors
such as increases in the CPI-W or costs of living (in 1995, 2.0 to 6%).
Increases in Mr. H. Harry Bresky's compensation are usually granted at the
upper end of the range. Increases in the compensation of other officers
have generally been established within the range by consideration of the
remaining factors outlined above, although the range may be exceeded by up
to 1% in cases of superior performance. The Company does not ascribe
particular weights to any of the factors in its consideration.
As Chief Executive Officer, Mr. H. Harry Bresky's base compensation is
determined by a review of the Company's progress in meeting its goals and
objectives and a review of a management compensation survey prepared by an
independent consulting service. An analysis of the data presented in this
survey shows that the typical base compensation for Chief Executive Officers
of manufacturing entities with similar revenues is comparable at about the
50th percentile to the base compensation paid to Mr. H. Harry Bresky.
Discretionary bonuses for executive officers, including the Chief
Executive Officer, are determined by the Board of Directors in accordance
7
with an executive bonus plan and an annual assessment of the Company's
financial performance and each officer's individual contribution to that
performance. Aggregate bonuses for employees not associated with a
particular operating division, which includes Messrs. H. Bresky, Rodrigues,
Miller and Hoffman, are computed at 2/100ths of a percent of sales and 2% of
earnings before taxes for the Company as a whole. The determination of the
bonus pool for employees associated with a particular division, which
includes Mr. S. Bresky, is based on a two-part formula. The first part,
referred to as "the basic bonus," is computed as a ratio of sales by
operating division to total corporate sales applied to the basic bonus amount
as determined by the Board of Directors. The second part of the contribution,
referred to as "the supplemental bonus," is based on the return on net
assets employed in excess of 10% of the average assets employed by the
division, subject to a maximum cap determined each year by the Board of
Directors for each line of business. The allocation of the operating
division bonuses is made by the division head subject to the approval of the
Executive Vice President of the Company. Furthermore, no executive officer
may receive a bonus greater than 100% of his base compensation.
The foregoing report has been furnished by the Board of Directors, which
at the time the report was prepared did not include Mr. Adamsen.
H. Harry Bresky
Joe E. Rodrigues
Thomas J. Shields
COMPANY PERFORMANCE
The Securities and Exchange Commission requires a five-year comparison
of stock performance for the Company with that of an appropriate broad
equity market index and similar industry index. The Company's Common Stock
is traded on the American Stock Exchange, and one appropriate comparison is
with the American Stock Exchange Market Value Index performance. Because
there is no single industry index to compare stock performance, the companies
comprising the Dow Jones Food and Marine Transportation Industry indices were
chosen as the second comparison.
The following graph shows a five-year comparison of cumulative total
return for the Company, the American Stock Exchange Market Value Index and
the companies comprising the Dow Jones Food and Marine Transportation
Industry indices weighted by market capitalization for the five fiscal years
commencing December 31, 1989, and ending December 31, 1994:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
SEABOARD CORPORATION, AMERICAN STOCK EXCHANGE MARKET VALUE INDEX,
AND DOW JONES FOOD AND MARINE TRANSPORTATION INDUSTRY INDICES
American Stock
Seaboard Industry* Exchange Market
Corporation Index Value Index
___________ _________ _______________
1994 142 154 115
1993 162 143 126
1992 161 156 106
1991 103 155 105
1990 104 108 82
*Industry Index: A weighted average by market capitalization of the
Dow Jones Food and Marine Transportation Industry Indices.
The total cumulative return assumes that the value of the investment in
the Company's Common Stock and each index was $100 on December 31, 1989, and
that all dividends were reinvested.
8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has no compensation committee. Messrs. H. Bresky
and Rodrigues are members of the Board of Directors of the Company and
participate in decisions by the Board regarding executive compensation.
The Company engages in shipping operations whereby through wholly owned
subsidiaries the Company and Seaboard Flour Corporation provide certain
services relating to these operations. Mr. H. Bresky is the President,
Treasurer, Director and principal stockholder of Seaboard Flour Corporation.
During fiscal year 1994, Carlos Shipping Limited, a wholly owned subsidiary
of Seaboard Flour Corporation, paid the Company $100,000 for ship management
fees. The Company paid Carlos Shipping Limited $3,142,555 for time and
voyage charter fees related to the vessel, MV African Azalea.
During the Company's fiscal year ended December 31, 1994, the Company
and Carlos Shipping Limited were indebted to each other in varying amounts
for expenses primarily related to chartering and management services. The
largest net amount outstanding during the year was from Carlos Shipping
Limited to the Company at January 1, 1994, in the amount of $580,307, and
the net amount outstanding at January 28, 1995, was from Carlos Shipping
Limited to the Company in the amount of $49,835. Interest was charged on
such indebtedness related to the management services at the prime lending
rate.
During the Company's fiscal year ended December 31, 1994, Seaboard Flour
Corporation was indebted to the Company in varying amounts on advances
bearing interest at the prime lending rate. The largest amount outstanding
from Seaboard Flour Corporation to the Company during the year was
$4,980,841 at December 3, 1994, and the amount outstanding at January 28,
1995, was $2,641,712. Such borrowings were primarily used for working
capital purposes.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During fiscal year ended December 31, 1994, the Company was indebted to
Helen Adamsen, mother of David Adamsen, Director of the Company, in the
amount of $249,265 for a demand note bearing interest at the prime lending
rate which represented the amount due to her deceased husband for consulting
services provided to the Company. On February 28, 1995, the Company paid
Ms. Adamsen $252,714 which represented the then outstanding balance and
accrued interest on the note.
DIRECTOR AND PRINCIPAL STOCKHOLDER LITIGATION
In April 1990, a derivative action was commenced in Delaware Chancery
Court by a minority stockholder of the Company against the Company, Seaboard
Flour Corporation, and the three then Directors of the Company, including Mr.
H. Bresky, alleging breaches of fiduciary duty by the Directors of the
Company in connection with three transactions with Seaboard Flour Corporation,
and seeking monetary damages and other relief. This action was settled and
dismissed during fiscal year 1994. Under the settlement, the Company received
$10,800,000 from Seaboard Flour Corporation and the Directors of which
$2,026,000 was paid to the plaintiff's counsel.
9
ITEM 2: SELECTION OF INDEPENDENT AUDITORS
The persons named in the accompanying proxy intend, unless otherwise
instructed, to vote the proxies to ratify the selection of KPMG Peat Marwick
LLP, certified public accountants, as independent auditors of the Company
for the next fiscal year. The selection of this firm has been recommended
by the Audit Committee of the Board of Directors of the Company. The
Company has been advised by such firm that neither it nor any member or
associate has any relationship with the Company or with any of its
affiliates other than as independent accountants and auditors. Submission
to the stockholders of the selection of auditors is not required by the
By-Laws, and the Directors would vote to select KPMG Peat Marwick LLP
as independent auditors of the Company even if not approved by the stock-
holders.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting with the opportunity to make any statement desired and will be
available to answer questions from stockholders.
OTHER MATTERS
The notice of meeting provides for the election of Directors, the
selection of independent auditors and for the transaction of such other
business as may properly come before the meeting. As of the date of this
Proxy Statement, the Board of Directors does not intend to present to the
meeting any other business, and it has not been informed of any business
intended to be presented by others. However, if any other matters properly
come before the meeting, the persons named in the enclosed proxy will take
action and vote proxies, in accordance with their judgment of such matters.
Action may be taken on the business to be transacted at the meeting on
the date specified in the notice of meeting or on any date or dates to which
such meeting may be adjourned.
STOCKHOLDER PROPOSALS
Any stockholder proposals for consideration at next year's annual
meeting of stockholders must be received by the Company at its executive
offices, 9000 West 67th Street, Shawnee Mission, Kansas 66202, no later than
November 30, 1995, except that if the next year's annual meeting date is
changed by more than 30 calendar days from the regularly scheduled date, the
Company must receive such a proposal within a reasonable time before the
Board of Directors makes its proxy solicitation.
ADDITIONAL FINANCIAL INFORMATION
Any stockholder desiring additional information about the Company and
its operations may, upon written request, obtain a copy of the Company's
Annual Report to the Securities and Exchange Commission on Form 10-K without
charge. Requests should be directed to Shareholder Relations, Seaboard
Corporation, 9000 West 67th Street, Shawnee Mission, Kansas 66202.
10
