SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
SEABOARD CORPORATION
___________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
___________________________________________________________________________
(Title of Class of Securities)
811543107
___________________________________________________________________________
(CUSIP Number)
Steven J. Bresky
c/o Seaboard Corporation
9000 West 67th Street, 3rd Floor
Shawnee Mission, Kansas 66202
Telephone: (913) 676-8800
Facsimile: (617) 676-8872
____________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
Russell B. Richards, Esq.
King & Spalding LLP
1180 Peachtree Street
Atlanta, Georgia 30309
(404) 572-4695
November 1, 2006
_________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
The information required on 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, as amended (the "Exchange Act") or otherwise subject
to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only)
Seaboard Flour LLC
I.R.S. Identification No.:
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially 893,948.24
Owned by
Each
Reporting
Person with
8. Shared Voting Power
0
9. Sole Dispositive Power
893,948.24
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
893,948.24
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
70.9%
14. Type of Reporting Person (See Instructions)
OO
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only)
Steven J. Bresky
I.R.S. Identification No.:
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6. Citizenship or Place of Organization
United States Citizen
Number of 7. Sole Voting Power
Shares
Beneficially 896,486.24
Owned by
Each
Reporting
Person with
8. Shared Voting Power
9,861
9. Sole Dispositive Power
896,486.24
10. Shared Dispositive Power
9,861
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
906,347.24
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
71.9%
14. Type of Reporting Person (See Instructions)
IN
Item 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $1.00 per share (the "Common Stock"), of Seaboard
Corporation, a Delaware corporation (the "Company" or "Issuer").
The principal executive offices of the Company are located at 9000
West 67th Street, 3rd Floor, Merriam Mission, Kansas 66202.
Item 2. Identity and Background.
This Statement is being filed jointly on behalf of Seaboard Flour LLC,
a Delaware limited liability company ("Seaboard Flour"), and Steven J.
Bresky, the controlling managing member of Seaboard Flour (Steven J.
Bresky, together with Seaboard Flour, the "Reporting Persons"). Steven J.
Bresky has sole control over the affairs and investment decisions of
Seaboard Flour, including the power to vote or dispose of the shares of
Common Stock held by it. The principal office of Seaboard Flour is located
at 822 Boyston Street, Suite 301, Chestnut Hill, Massachusetts 02467. The
principal office of Steven J. Bresky is located at 9000 West 67th Street,
Shawnee Mission, Kansas 66202.
Steven J. Bresky is a citizen of the United States and serves as the
President and Chief Executive Officer of the Company.
Neither of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither of the Reporting Persons has, during the last five
years, been a party to any civil proceeding as a result of which it was
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable. See Item 4.
Item 4. Purpose of Transaction.
Until November 1, 2006, H. Harry Bresky, through his direct and
indirect ownership and control of the Company, and Seaboard Flour, was
the beneficial owner of 903,809.24 shares of Common Stock of the Company,
which shares represented approximately 71.7 percent of the outstanding
voting securities of the Company (all percentage ownership amounts
disclosed herein are based on the 1,261,367.24 shares of Common Stock
outstanding as of July 31, 2006 as reported in the Company's Quarterly
Report on Form 10-Q for the quarter ended July 1, 2006 filed with the
Securities and Exchange Commission on August 9, 2006). These shares
beneficially owned by H. Harry Bresky included 5,611 shares owned
individually, 4,250 shares that could be attributed to him as co-trustee
of the Bresky Foundation Trust and 893,948.24 shares owned by Seaboard
Flour, of which H. Harry Bresky was the sole manager and as such,
pursuant to the Limited Liability Company Agreement of Seaboard Flour,
made all the voting and investment decisions with respect to the shares
of the Company owned by Seaboard Flour.
On November 1, 2006, H. Harry Bresky resigned as sole manager of
Seaboard Flour, and Steven J. Bresky was appointed as his successor.
Steven J. Bresky, through his direct and indirect ownership and control
of the Company and Seaboard Flour, is the beneficial owner of
906,347.24 shares of Common Stock of the Company, which shares represent
approximately 71.9 percent of the outstanding voting securities of
the Company. These shares, beneficially owned by Steven J. Bresky, include
the 893,948.24 shares of the Company owned by Seaboard Flour, of which
effective November 1, 2006, Steven J. Bresky holds sole voting and
investment power, 2,538 shares owned individually, 5,611 shares owned by
H. H. Bresky that may be attributed to Steven J. Bresky because he holds
a co-power of attorney with respect to such shares from H. Harry Bresky
and 4,250 shares that may be attributed to him as co-trustee of the
Bresky Foundation Trust.
No consideration was exchanged in conjunction with the above-described
change of control of Seaboard Flour.
Mr. H. Harry Bresky continues to be a director of the Company.
The Reporting Persons acquired the shares of Common Stock for
investment purposes. The Reporting Persons from time to time to review
their investment in the Issuer on the basis of various factors, including
the Issuer's business, financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets
in general and those for the Issuer's securities in general, as well as
other developments and other investment opportunities. Based upon such
review, the Reporting Persons intend to take such actions in the future as
they deem appropriate in light of the circumstances existing from time to
time, which may include further acquisitions of Common Stock or disposal of
all the shares of Common Stock currently owned by the Reporting Persons or
otherwise acquired by the Reporting Persons, either in the open market or
privately negotiated transactions, with or without prior notice.
In addition, the Reporting Persons may engage in communications with
one or more shareholders, officers or directors of the Issuer, including
discussions regarding the Issuer's operations and strategic direction and
ideas that, if effected, could result in, among other things, any of the
matters identified in Item 4. (a)-(j) of Schedule 13D. The Reporting
Persons reserve their right, based on all relevant factors and subject to
applicable law, at any time and from time to time, to review or reconsider
their position, change their purposes, or take any other action with
respect to the Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) Based upon information set forth in the Company's Quarterly
Report on Form 10-Q for the quarter ended July 1, 2006 filed with the
Securities and Exchange Commission on August 9, 2006, there were
1,261,367.24 shares of Common Stock outstanding as of July 31, 2006. The
Reporting Persons together own an aggregate of 906,347.24 shares (or 71.9%)
of Common Stock.
(b) See Item 4.
(c) During the past sixty days, there were no purchases of the shares
of Common Stock, or securities convertible into or exchangeable for shares
of Common Stock, by the Reporting Persons or any person or entity
controlled by the Reporting Persons or any person or entity for which the
Reporting Persons possess voting control over the securities thereof.
During such sixty day period, there were no sales of the shares of Common
Stock, or securities convertible into or exchangeable for shares of Common
Stock, by the Reporting Persons or any person or entity controlled by the
Reporting Persons or any person or entity for which the Reporting Persons
possess voting control over the securities thereof.
(d) No other person is known by the Reporting Persons to have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock beneficially owned by the
Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Except as described in Items 3, 4 and 5 of this Statement, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons and any person, with respect to
any securities of the Company, including, but not limited to, transfer or
voting of any of the securities of the Company, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of
proxies. The Reporting Persons have previously entered into a joint filing
agreement which is attached as Exhibit 1 hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement, dated November 2, 2006, by and
among the Reporting Persons (incorporated by reference
to Exhibit 1 to the Original Statement)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and
correct.
SEABOARD FLOUR LLC
By: /s/ Steven J. Bresky
Name: Steven J. Bresky
Title: Manager
STEVEN J. BRESKY
/s/ Steven J. Bresky
Dated: November 2, 2006