SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
Notice is hereby given that the 2000 Annual Meeting of
Stockholders of Seaboard Corporation, a Delaware corporation,
will be held at the Sheraton Newton Hotel, 320 Washington Street,
Newton, Massachusetts, on Monday, the 24th day of April, 2000, 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 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 Friday, March 3, 2000, 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 10, 2000
SEABOARD CORPORATION
9000 West 67th Street
Shawnee Mission, Kansas 66202
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
March 10, 2000
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, 2000, and at any adjournment thereof, for the
purposes set forth in the foregoing Notice of Annual Meeting.
The close of business on Friday, March 3, 2000, 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 23, 2000. The consolidated financial statements of
the Company for the fiscal year ended December 31, 1999, together
with corresponding consolidated financial statements for the
fiscal year ended December 31, 1998, 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 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.
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 proposals set forth herein require 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 3, 2000. 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,
2000. 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
822 Boylston Street
Suite 301
Chestnut Hill, MA 02467
Franklin Mutual Advisors, LLC(2) 92,940.00 6.3
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(1) Mr. H. Harry Bresky, President of the Company, and his
brother Otto Bresky, Jr. own and have sole voting power over
3,402.25 shares and 78,418.83 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
216,478.83 shares, or 94.9%, of the Common Stock of Seaboard
Flour Corporation. Such family members in addition have
beneficial ownership of a total of 34,815 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 Franklin Mutual Advisors, LLC
(formerly Franklin Mutual Advisors, Inc.) is based on an
amended Schedule 13G that was filed with the Securities and
Exchange Commission on January 18, 2000. According to the
Schedule 13G, these securities are beneficially owned by one or
more open-ended investment companies or other managed accounts
which, pursuant to advisory contracts, are advised by FMA. FMA
disclaims any economic interest or beneficial ownership in
these securities.
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 1999 all
reports of ownership 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 10% 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 has served as Director since 1995 and was reelected by
the stockholders at the last annual meeting. There are no
arrangements or understandings between any nominee and any other
person pursuant to which such nominee was nominated. As of
January 31, 2000, the four nominees beneficially owned securities
of the Company in the amounts shown:
Amount of Stock (1)
Common Percent
Name Principal Occupations and Positions Stock of Class
H. Harry Bresky Director and President,
Age 74 Seaboard Corporation; 5,611(2) 0.4
President, Treasurer and Director,
Seaboard Flour Corporation.
Joe E. Rodrigues Director (since 1990) and Member of Audit 200 0.01
Age 63 Committee (since 1992), Executive Vice
President and Treasurer, Seaboard
Corporation.
Thomas J. Shields Director and Chairman of Audit Committee 39 0.003
Age 52 (since 1992),Seaboard Corporation;
President (since 1991), Shields &
Company, Inc., investment banking firm;
Director (since 1999), Clean Harbors
Environmental Services, Inc., environmental
services company; Director (since 1997),
B.J.'s Wholesale Club, Inc., warehouse
merchandising company; Director (since
1996), Versar, Inc., environmental consulting
company.
David A. Adamsen Director and Member of Audit Committee (since 0 0
Age 48 1995), Seaboard Corporation; Vice President -
Sales and Marketing, Northeast Region
(since 1999) Vice President of Special Projects
(1998 to 1999), Dean Foods Company, dairy
specialty-food processor and distributor;
President and General Manager (1986 to 1998),
Penny Curtiss Baking Co., bakery processing
plant; Vice President - Manufacturing
(1994 to 1998), The Penn Traffic Co., retail
and wholesale food distribution company. (3)
Beneficial ownership of all Directors and executive officers as a
group (10 individuals). 8,388(4) 0.6
(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 and beneficial ownership of 3,402.25 shares (1.49%) of
the outstanding Common Stock of Seaboard Flour Corporation as
of January 31, 2000. In addition, 98,383 shares are held in
various Trusts for the benefit of Mr. Bresky's issue. Except
for certain annuities to be received from four of the Trusts,
Mr. Bresky disclaims any beneficial ownership of these shares.
(2) These shares exclude 5,285 shares (0.4% of the class) held
by Mr. H. Harry Bresky's wife, and annuities to be received by
her from four of the trusts referred to in (1) above, as to
which Mr. Bresky disclaims any beneficial interest.
(3) On March 1, 1999, The Penn Traffic Co. announced that it
had filed in the Bankruptcy Court for the District of Delaware
a petition for relief under Chapter 11 of the United States
Bankruptcy Code seeking to implement a prenegotiated financial
restructuring with the holders of its senior and subordinated
notes.
(4) In addition to the ownership of shares by the individuals
shown in this table, these shares include 2,538 shares (0.2% 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 nine meetings in fiscal 1999, six
of which were telephonic meetings. Other actions of the Board of
Directors were taken by unanimous written consent as needed. The
Audit Committee held two meetings in fiscal 1999. 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 $1,500 per meeting of the Audit Committee of the
Board.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all compensation earned, during the
fiscal years indicated, by the Chief Executive Officer and the
four other highest paid executive officers of the Company for
such period in all capacities in which they have served:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name Other (3) (4)
and (1) (2) Annual All Other
Principal Salary Bonus Compensation Compensation
Position Year ($) ($) ($) ($)
H. Harry Bresky 1999 650,000 500,000 49,228 4,800
President 1998 603,399 400,000 46,651 4,800
(Chief Executive Officer) 1997 558,963 400,000 7,786 4,800
Joe E. Rodrigues 1999 494,697 250,000 29,551 4,800
Executive Vice President 1998 484,308 225,000 27,509 4,800
and Treasurer 1997 451,819 200,000 7,786 4,800
Rick J. Hoffman 1999 355,538 200,000 19,551 4,800
Vice President 1998 338,279 175,000 20,123 4,800
1997 298,801 200,000 6,838 4,800
Steven J. Bresky 1999 274,020 150,000 15,017 4,800
Vice President 1998 266,888 175,000 13,372 4,800
1997 243,771 150,000 3,549 4,800
Robert L. Steer 1999 251,692 200,000 12,385 4,800
Vice President 1998 227,998 150,000 8,428 4,800
Chief Financial Officer 1997 173,701 100,000 - 4,800
(1) Salary includes amounts deferred at the election of the
named executive officers under the Company's 401(k) retirement
savings plan.
(2) Reflects bonus earned for each fiscal year presented.
Includes amount of Mr. H. Harry Bresky's 1999 bonus deferred
under the Executive Deferred Compensation Plan described herein.
(3) Other Annual Compensation earned represents benefits under
the Supplemental Executive Retirement Plan described herein.
(4) All Other Compensation represents the Company
contributions to the Company's 401(k) retirement savings plan
on behalf of the named executive officers. Excludes
perquisites and other benefits, unless the aggregate amount of
such compensation exceeds the lesser of either $50,000 or 10%
of the total of annual salary and bonus reported for the Named
Executive Officer.
RETIREMENT PLANS
Executive Retirement Plan. The Seaboard Corporation Executive
Retirement Plan (the "Executive Retirement Plan") provides
retirement benefits for a select group of officers and managers
including the Chief Executive Officer and the four other highest
paid executive officers. Effective January 1, 1997, the
Executive Retirement Plan provides that participants will accrue
a benefit in an amount equal to 2.5% of the final average
remuneration (salary plus bonus) of the participant multiplied by
the years of service from January 1, 1997, reduced by the amount
such participant has accrued under the Seaboard Corporation
Pension Plan (described below) available to all full time
employees of the Company, which benefit is payable beginning at
normal retirement. Benefits under the plan are unfunded. As of
December 31, 1999, all of the Named Officers are fully vested and
have three years of service as defined in the Executive
Retirement Plan. Under this Plan, the automatic form of benefit
payment, for a married participant, is pursuant to a "50% Joint
and Survivor Annuity." This means the participant will receive a
monthly annuity benefit for his/her lifetime and an eligible
surviving spouse shall receive a lifetime annuity equal to 50% of
the participant's benefit. The automatic form of benefit payment
for an unmarried participant is pursuant to a "Single Life
Annuity." While these represent the automatic forms of payment,
the Plan does allow optional forms under certain circumstances.
The table below shows annual benefits by remuneration and years
of service beginning with fiscal 1997.
EXECUTIVE RETIREMENT PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1997
REMUNERATION 15 20 25 30 35
$ 125,000 27,800 37,100 46,300 55,600 64,900
$ 150,000 32,900 43,800 54,800 65,700 76,700
$ 175,000 40,500 54,000 67,500 81,100 94,500
$ 200,000 49,900 66,500 83,100 99,800 116,400
$ 225,000 59,300 79,000 98,700 118,600 138,300
$ 250,000 68,700 91,500 114,400 137,300 160,200
$ 300,000 87,400 116,500 145,600 174,800 203,900
$ 400,000 124,900 166,500 208,100 249,800 291,400
$ 450,000 143,700 191,500 239,400 287,300 335,200
$ 500,000 162,400 216,500 270,600 324,800 378,900
The benefits provided under the Executive Retirement Plan for
years prior to 1997 are included in the Summary Compensation
Table above, except with respect to Mr. H. Bresky, whose benefit
is described below under Frozen Executive Retirement Plan
Benefit.
Frozen Executive Retirement Plan Benefit. Mr. H. Bresky is 100%
vested in an Executive Retirement Plan frozen effective December
31, 1996 in which he has accrued an annual benefit of $22,500
upon his retirement. Under this Plan, the automatic form of
benefit payment is pursuant to a "Ten-year Certain and Continuous
Annuity." This means Mr. Bresky will receive a monthly annuity
benefit for his lifetime and should Mr. Bresky die while in the
ten-year certain period, the balance of the ten-year benefit will
be paid to his designated beneficiary. If Mr. Bresky dies while
employed by the Company or after retirement, but before the
commencement of benefits, monthly payments shall be made to Mr.
Bresky's beneficiary in the form of a 100% joint and survivor
benefit. While this is the form of payment, the Plan does allow
optional forms under certain circumstances.
Seaboard Corporation Pension Plan. The Seaboard Corporation
Pension Plan provides defined benefits for its domestic salaried
and clerical employees. Beginning in fiscal 1997, each of the
individuals named in the Summary Compensation Table participates
in the Seaboard Corporation Pension Plan. Benefits under the plan
are generally based upon the number of years of service and a
percentage of final average remuneration (salary plus bonus) but
are limited by federal law. As of December 31, 1999, all of the
Named Officers are fully vested and have three years of service
as defined in the Seaboard Corporation Pension Plan. Under this
Plan, the automatic form of benefit payment, for a married
participant, is pursuant to a "50% Joint and Survivor Annuity."
This means the participant will receive a monthly annuity benefit
for his/her lifetime and an eligible surviving spouse shall
receive a lifetime annuity equal to 50% of the participant's
benefit. The automatic form of benefit payment for an unmarried
participant is pursuant to a "Single Life Annuity." While these
represent the automatic forms of payment, the Plan does allow
optional forms under certain circumstances. The table below
shows benefits by remuneration and years of service.
PENSION PLAN TABLE
YEARS OF SERVICE FROM JANUARY 1, 1997
REMUNERATION 15 20 25 30 35
$ 125,000 19,100 25,400 31,800 38,200 44,500
$ 150,000 23,400 31,200 39,000 46,800 54,600
$ 175,000 25,100 33,500 41,900 50,200 58,600
$ 200,000 25,100 33,500 41,900 50,200 58,600
$ 225,000 25,100 33,500 41,900 50,200 58,600
$ 250,000 25,100 33,500 41,900 50,200 58,600
$ 300,000 25,100 33,500 41,900 50,200 58,600
$ 400,000 25,100 33,500 41,900 50,200 58,600
$ 450,000 25,100 33,500 41,900 50,200 58,600
$ 500,000 25,100 33,500 41,900 50,200 58,600
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 at December 31, 1993. A definitive
actuarial determination of the benefit amounts was made in 1995.
The annual amounts payable upon retirement after attaining age 62
under this predecessor defined benefit plan are as follows: H.
Bresky $120,108, Rodrigues $61,602, Hoffman $32,063, S. Bresky
$32,796 and Steer $15,490. Under this Plan, the automatic form
of benefit payment, for a married participant, is pursuant to a
"Ten-year Certain and Continuous Annuity." This means the
participant will receive a monthly annuity benefit for his/her
lifetime and should the participant die while in the ten-year
certain period, the balance of the ten-year benefit will be paid
to his/her designated beneficiary. If the participant dies while
employed by the Company or after retirement, but before the
commencement of benefits, monthly payments shall be made to the
participants beneficiary for a period of ten years. While this
is the automatic form of payment, the Plan does allow optional
forms under certain circumstances.
Supplemental Retirement Plans. The Supplemental Executive
Retirement Plan provides for cash compensation in an amount equal
to 3% of a participant's annual compensation in excess of
$160,000 (but not greater than $300,000 for 1997). 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 is
reported in the Summary Compensation Table herein.
In addition to the Supplemental Executive Retirement Plan, the
Company has agreed to provide a supplementary pension benefit to
Messrs. H. Bresky and Rodrigues. 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, 2000, Mr. Rodrigues was entitled to receive annual
estimated benefits for his lifetime of $323,330 under this
supplementary plan upon his retirement. Subsequent to his
retirement, the benefit will increase annually based on the
change in the Consumer Price Index. Mr. H. Bresky is entitled to
a supplementary annual pension in the amount of $410,088 per
year. Under this Plan, the automatic form of benefit payment is
pursuant to a "Ten-year Certain and Continuous Annuity." This
means Mr. Bresky will receive a monthly annuity benefit for his
lifetime and should Mr. Bresky die while in the ten-year certain
period, the balance of the ten-year benefit will be paid to his
designated beneficiary. If Mr. Bresky dies while employed by the
Company or after retirement, but before the commencement of
benefits, monthly payments shall be made to Mr. Bresky's
beneficiary for a period of ten years. Under these plans,
payment of benefits commences with the executive's retirement
from the Company.
Executive Deferred Compensation Plan. The Executive Deferred
Compensation Plan requires the deferral of salary and bonus on a
pre-tax basis for executives whose compensation exceeds the
maximum allowable deductible amount under Section 162(m) of the
Code ($1 million for 1999).
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 primarily based upon 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
a select group of comparable firms. This group is comprised of
comparable sized firms in the food processing, marine
transportation, and grain industries. While this group contains
some of the same firms listed in the peer group index in the
total return graphs herein, it is not identical.
The state of the economy, which includes 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.
An assessment of the officer's performance based on various
competency factors and divisional or corporate results.
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 survey of the
select group of firms referenced above. An analysis of the data
presented in this survey shows that the typical base compensation
for Chief Executive Officers of these entities 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
generally based on an annual assessment of the Company's
financial performance, each officer's individual contribution to
that performance and other discretionary factors in lieu of the
formula set forth in the executive bonus plan which will not be
followed for years after 1998. Furthermore, no executive officer
may receive a bonus greater than 100% of his base compensation.
Pursuant to Section 162(m) of the Internal Revenue Code,
compensation in excess of $1 million paid to Mr. Bresky in 1999
is not deductible by the Company. The Board of Directors has
considered the effect of Section 162(m) of the Code on the
Corporation's executive compensation. As such, to assure that
the Corporation does not lose deductions for compensation paid,
the Board of Directors has adopted the Executive Deferred
Compensation Plan described above, requiring the executive to
defer receipt of any compensation in excess of $1 million that is
not deductible.
The foregoing report has been furnished by the Board of
Directors:
H. Harry Bresky
Joe E. Rodrigues
Thomas J. Shields
David A. Adamsen
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,
1994, and ending December 31, 1999:
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 ExchangeMarket
Corporation Index* ValueIndex
12/31/99 123 165 215
12/31/98 266 196 166
12/31/97 277 201 163
12/31/96 167 146 135
12/31/95 168 126 126
12/31/94 100 100 100
* Industry Index: A weighted average by market
capitalization of the companies comprising 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, 1994, and that all dividends were reinvested.
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. 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
1999, Carlos Shipping Limited, a wholly owned subsidiary of
Seaboard Flour Corporation, paid the Company $58,333 for ship
management fees. The Company paid Carlos Shipping Limited
$1,441,025 for time and voyage charter fees related to the
vessel, MV African Azalea, from which Carlos Shipping Limited
reimbursed $634,624 for ship operating costs advanced by the
Company. The Company believes these fees to be prevailing market
rates.
In August 1999 the Company purchased the MV African Azalea
from Carlos Shipping Limited for $2.0 million. Prior to the
Company's purchase of the MV African Azalea, the Company and
Carlos Shipping Limited were indebted to each other during 1999
in varying amounts for expenses primarily related to chartering
and management services. Interest was charged on such
indebtedness related to the management services at the prime
lending rate. The largest net amount outstanding during the year
from Carlos Shipping Limited to the Company was $262,266 at March
27, 1999. The largest net amount outstanding during the year from
the Company to Carlos Shipping Limited was $145,804 at May 1,
1999. No net amounts remain outstanding between the Company and
Carlos Shipping Limited.
During the Company's fiscal year ended December 31, 1999, the
Company and Seaboard Flour Corporation were indebted to each
other in varying amounts. Advances due from Seaboard Flour
Corporation to the Company bear interest at the prime lending
rate while advances due to Seaboard Flour Corporation from the
Company bear interest at the Company's short-term borrowing rate.
The largest net amount outstanding from the Company to Seaboard
Flour Corporation during the year was $1,901,468 at November 27,
1999. The largest net amount outstanding from Seaboard Flour
Corporation to the Company during the year was $5,418,545 at July
31, 1999. The net amount outstanding at January 31, 2000, was
from the Company to Seaboard Flour Corporation in the amount of
$16,922. Such borrowings were primarily used for working capital
purposes.
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 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 LLP as
independent auditors of the Company even if not approved by the
stockholders.
Representatives of KPMG 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 11, 2000, 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 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. The Company's
Annual Report to the Securities and Exchange Commission on Form
10-K is also available on the Company's internet website at
www.seaboardcorp.com.
