Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 5)*
Seaboard Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
811543107
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in 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 or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 811543107 13G Page 1 of 8 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Seaboard Flour LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 5 SOLE VOTING POWER 893,948.24
SHARES
BENEFICIALLY 6 SHARED VOTING POWER None
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 893,948.24
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
893,948.24
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
70.9%
12 TYPE OF REPORTING PERSON*
OO
CUSIP No. 811543107 13G Page 2 of 8 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
H. Harry Bresky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER 899,559.24
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 4,250
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 899,559.24
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 4,250
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
903,809.24 (consists of 893,948.24 shares owned by Seaboard Flour LLC,
5,611 shares owned individually and 4,250 shares that may be attributed to
him as co-trustee of the "Bresky Foundation" trust)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) X
Excludes 5,285 shares owned by wife as to which beneficial
ownership is disclaimed.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
71.7%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 811543107 13G Page 3 of 8 Pages
Item 1(a). Name of Issuer:
Seaboard Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
9000 W. 67th Street
Shawnee Mission, KS 66202
Item 2(a). Name of Person Filing:
(i) Seaboard Flour LLC
(ii) H. Harry Bresky
Item 2(b). Address of Principal Business Office or, if None, Residence:
(i) Seaboard Flour LLC
822 Boylston Street, Suite 301
Chestnut Hill, MA 02467
(ii) H. Harry Bresky
c/o Seaboard Flour LLC
822 Boylston Street, Suite 301
Chestnut Hill, MA 02467
Item 2(c). Citizenship:
(i) Seaboard Flour LLC - Delaware limited liability company
(ii) H. Harry Bresky - United States Citizen
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
811543107
CUSIP No. 811543107 13G Page 4 of 8 Pages
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) Broker or dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) Investment company registered under Section 8 of the Investment
Company Act.
(e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
(i) Seaboard Flour LLC - 893,948.24 shares
(ii) H. Harry Bresky - 903,809.24 shares*
* The amount reported as beneficially owned by H.
Harry Bresky includes 893,948.24 shares owned by
Seaboard Flour LLC, 5,611 shares owned individually
and 4,250 shares that may be attributed to him as co-
trustee of the "Bresky Foundation" trust. H. Harry
Bresky is the sole manager of Seaboard Flour LLC
and, pursuant to the Limited Liability Company
Agreement of Seaboard Flour LLC, makes all voting
and investment decisions with respect to the shares
of Seaboard Corporation owned by Seaboard Flour LLC.
H. Harry Bresky, his brother Otto Bresky, Jr., and
other members of the Bresky family, including
estates and trusts created for their benefit, have
beneficial ownership of approximately 99.5% of the
outstanding common units of Seaboard Flour LLC.
(b) Percent of class:
(i) Seaboard Flour LLC - 70.9%
(ii) H. Harry Bresky - 71.7%
CUSIP No. 811543107 13G Page 5 of 8 Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(1) Seaboard Flour LLC - 893,948.24 shares
(2) H. Harry Bresky - 899,559.24 shares
(ii) Shared power to vote or to direct the vote
(1) Seaboard Flour LLC - 0
(2) H. Harry Bresky - 4,250 shares
(iii) Sole power to dispose or to direct the disposition of
(1) Seaboard Flour LLC - 893,948.24 shares
(2) H. Harry Bresky - 899,559.24 shares
(iv) Shared power to dispose or to direct the disposition of
(1) Seaboard Flour LLC - 0
(2) H. Harry Bresky - 4,250 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following ".
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension
fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on
By the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(c) or 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
N/A
CUSIP No. 811543107 13G Page 6 of 8 Pages
Item 8. Identification and Classification of Members of the
Group.
If a group has filed this schedule pursuant to Rule 13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity
of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
N/A
Item 10. Certifications.
N/A
CUSIP No. 811543107 13G Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 7, 2006
Date
SEABOARD FLOUR LLC
By: /s/ H. H. Bresky
Signature
H. Harry Bresky, Manager
Name/Title
February 7, 2006
Date
/s/ H. H. Bresky
Signature
H. Harry Bresky, Individually
Name/Title
CUSIP No. 811543107 13G Page 8 of 8 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13G and that such statement is made on behalf of each of
them.
Dated: February 7, 2006
SEABOARD FLOUR LLC
By: /s/ H. H. Bresky
H. Harry Bresky
Manager
/s/ H. H. Bresky
H. Harry Bresky, Individually