National Beef Packing Co Llc 8-k (events Or Changes Between Quarterly Reports) 2009-02-20

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UNITED STATES 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 Date of report (Date of earliest event reported): February 19, 2009 NATIONAL BEEF PACKING COMPANY, LLC (Exact Name of Registrant As Specified in Its Charter) Delaware (State or other jurisdiction of incorporation)

333-111407 (Commission File Number)

48-1129505 (IRS Employer Identification No.)

12200 North Ambassador Drive, Kansas City, MO 64163 (Address of Principal Executive Office and Zip Code) Registrant's telephone number, including area code: (800) 449-2333 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications CFR 230.425) [ ] Soliciting material CFR 240.14a-12)

pursuant to Rule 425 under the Securities Act (17

pursuant to Rule 14a- 12 under the Exchange Act (17

[ ] Pre-commencement communications pursuant Exchange Act (17 CFR 240.14d-2(b))

to Rule

14d-2(b)

under the

[ ] Pre-commencement communications pursuant Exchange Act (17 CFR 240.13e-4(c))

to Rule

13e-4(c)

under the

Item 1.02. Termination of a Material Definitive Agreement As previously reported, on February 29, 2008, U.S. Premium Beef, LLC ("USPB"), USPB's majority owned subsidiary National Beef Packing Company, LLC (the "Company"), JBS S.A. ("JBS"), and the other holders of membership interests in the Company, including NBPCO Holdings, LLC ("NBPCO") and parties controlled by three executive officers of the Company, John R. Miller, Timothy M. Klein and Scott H. Smith, entered into a Membership Interest Purchase Agreement (as amended from time to time, the "Agreement"). Under the terms of the Agreement, if the closing of the transactions contemplated under the Agreement (the "Closing") shall not have occurred for any reason on or before the date 360 days after the date of execution of the Agreement, either JBS or the Sellers, as defined in the Agreement, may terminate the Agreement. In the Fourth Amendment to the Agreement dated February 19, 2009 (the "Amendment"), the parties to the Agreement agreed that the Closing will not occur on or before February 23, 2009, the date that is 360 days after execution of the Agreement. Accordingly, on February 19, 2009, the Sellers delivered a termination notice to JBS to

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terminate the Agreement effective as of February 23, 2009. Upon termination of the Agreement, the Agreement provides that the Sellers are entitled to a cash amount equal to $25,000,000 or a lesser amount agreed to by the parties in an executed termination notice (the "Termination Fee"), allocated in proportion to each Seller's respective holdings of the Company interests or as provided in an executed termination notice. If JBS does not pay the Termination Fee to Sellers in full on February 23, 2009, JBS will be required to pay to Sellers the Termination Fee plus certain additional costs of the Company and Sellers. After full payment of the Termination Fee plus any applicable costs, the Agreement will become void and of no further force or effect with no liability or obligation of the parties under the Agreement, except that the parties shall return documentation as provided in the Agreement and the obligations of the parties under the Confidentiality Agreement as defined in the Agreement shall continue. On February 20, 2009, the Company and USPB jointly issued a press release announcing the termination of the Agreement as discussed above. A copy of the press release is being filed as Exhibit 99.1 hereto and is incorporated herein by reference. Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed pursuant to Item 9.01. 99.1. Press Release dated February 20, 2009

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. National Beef Packing Company, LLC Date:

February 20, 2009 By: /s/ Jay D. Nielsen --------------------------------------Jay D. Nielsen, Chief Financial Officer

FOR IMMEDIATE RELEASE

JBS Acquisition of National Beef is Terminated KANSAS CITY, Missouri, February 20, 2009 - U.S. Premium Beef, LLC (USPB) and National Beef Packing Company, LLC (National Beef) today announced that the Membership Interest Purchase Agreement with JBS S.A. (JBS), previously announced on March 4, 2008, has been terminated effective as of February 23, 2009. Steve Hunt,

Chief

Executive

Officer of USPB said,

"although

this is not the

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outcome we anticipated, we are excited to continue the growth and success of our business on a stand-alone basis. As demonstrated by our fiscal year 2008 and first quarter 2009 financial results, National Beef's value-added business model, rooted in strong relationships with cattle producers and beef customers, continues to generate industry-leading profits." John Miller, CEO of National Beef, added re-energized our management team. With our numerous opportunities to grow our business we are eagerly looking forward to building continuing to focus on serving the needs of our

that, "this development has strong liquidity position and both internally and externally on our value-added model while customers."

U.S. Premium Beef, LLC is the majority owner of National Beef Packing Company, LLC, a leading U.S. beef processor. More than 2,100 producers from 36 states have marketed cattle on USPB's quality-based grids. These high quality cattle are the foundation of National Beef's value-added product lines and have enabled it to be a leader in branded product programs for both domestic and international markets. More information about USPB is available at www.uspremiumbeef.com. National Beef Packing Company, LLC, based in Kansas City, MO, has operations in Liberal and Dodge City, Kansas; Brawley, California; Hummels Wharf, Pennsylvania; Moultrie, Georgia and Kansas City, Kansas. National Beef processes and markets fresh beef, case-ready beef and beef by-products for domestic and international markets. More information about National Beef is available at www.nationalbeef.com.

Safe Harbor Forward Looking Statement: USPB and National Beef are including the following cautionary statement in this news release to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on their behalf. Forward-looking statements include statements that are typically identified by the words "believe," "expect," "anticipate," "intend," "estimate" and similar expressions and are based on the current expectations and assumptions of USPB and National Beef, which are subject to a number of risks and uncertainties that could cause the actual outcomes and results to differ materially from those contemplated by these forward-looking statements. These risks and uncertainties include, but are not limited to, economic

conditions generally and in our principal markets, the availability and prices of live cattle and commodities, food safety, livestock disease, including the identification of cattle with Bovine Spongiform Encephalopathy (BSE), competitive practices and consolidation in the cattle production and processing industries, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, and consolidation among our customers. Some of these risks and uncertainties were discussed in the most recently filed Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q by these companies. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this release will in fact transpire. We do not undertake any obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors.

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USPB contact: Bill Miller Director of Communications 816-713-8800 [email protected]

National Beef contact: Simon P. McGee Vice President, Corporate Strategy & Acquisitions 816-713-8618 [email protected]