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): ~~June~~ November 1030, 2011

NATIONAL BEEF PACKING COMPANY, LLC

(Exact name of registrant as specified in charter)

Delaware	333-111407	48-1129505
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)



Delaware (State of Other Jurisdiction of Incorporation)	333-111407 (Commission File Number)	48-1129505 (I.R.S. Employer Identification Number)

12200 North Ambassador Drive, Suite 500, Kansas City, MO 64195-0046

(Address of Principal Executive Offices) (Zip Code)

(816) 713-8500

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

(a) On ~~June~~December 105, 2011, National Beef Packing Company, LLC (the “Company”) ~~and~~entered ~~its~~into ~~subsidiaries~~a ~~National~~Membership ~~Beef~~Interest ~~California,~~Purchase LPAgreement ~~and~~with Leucadia National ~~Carriers~~Corporation (“Leucadia”), ~~Inc~~U.S. ~~entered~~Premium ~~into~~Beef, ~~the~~LLC ~~First~~(“USPB”), ~~Amendment~~NBPCo toHoldings, ~~the~~LLC ~~Amended~~(“NBPCo”), ~~and~~TKK ~~Restated~~Investments, ~~Credit~~LLC ~~Agreement~~(“TKK”), ~~with Cobank~~TMKCo, ~~ACB~~LLC (“TMKCo”), and ~~various~~TMK ~~other~~Holdings, ~~lenders~~LLC (~~the~~ “~~First~~TMK ~~Amendment~~Holdings”)~~. The~~ ~~First Amendment amends~~ (the ~~Amended~~“Leucadia ~~and~~Purchase ~~Restated Credit~~ Agreement ~~dated as of June 4~~”). TKK, ~~2010~~TMKCo ~~(the~~and ~~“Credit~~TMK ~~Facility”)~~Holdings ~~filed~~are asowned ~~Exhibit 10.1~~or tocontrolled by the Company’s ~~Current~~president ~~Report~~and onchief ~~Form 8-K~~executive ~~filed~~officer, onTimothy ~~June 8,~~M. ~~2010~~Klein.

The ~~primary~~Leucadia ~~purpose~~Purchase ofAgreement ~~the~~provides ~~First~~for ~~Amendment~~(i) ~~was~~Leucadia to ~~amend~~purchase ~~the~~56.2415% ~~Credit~~of ~~Facility~~the tomembership ~~(i)~~interests ~~reduce~~in the ~~applicable~~Company ~~margin~~(“Company byInterests”) upfrom toUSPB 0for $646,777,342 and 19.758775% ~~for~~of ~~“LIBOR~~the ~~Rate”~~Company ~~advances~~Interests ~~and~~from ~~“Base~~NBPCo ~~Rate”~~for ~~advances~~$228,591,527; (ii) ~~revise~~pursuant to pre-existing put rights, the ~~“fixed~~Company ~~charge~~to ~~coverage~~purchase ~~ratio”~~from ~~covenant~~TKK ~~provisions~~and toTMKCo ~~provide~~all the Company ~~credit~~Interests ofowned upby toTKK ~~$30~~and ~~million~~TMKCo for ~~maintaining~~$75,946,955; ~~net~~and ~~asset~~(iii) ~~borrowing~~Leucadia ~~base~~to ~~levels~~sell ~~that~~to ~~exceed~~TMK Holdings 0.6522% of the ~~lenders’~~Company ~~aggregate~~Interests ~~credit~~for ~~commitments~~$7,500,000 ~~under~~(the “Leucadia Transaction”). Upon consummation of the ~~Credit~~Leucadia ~~Facility~~Transaction, ~~and~~the ~~(iii)~~parties ~~extend~~will own the ~~maturity~~following ~~date~~percentage ofmembership interests in the ~~Credit~~Company: ~~Facility~~Leucadia to78.9477%; ~~June~~USPB 4,15.0729%; ~~2016~~NBPCo 5.3272%; and TMK Holdings 0.6522%.

~~The~~Under ~~Credit Facility provides for (i) a series of term loans not to exceed $375 million in~~ the ~~aggregate,~~Leucadia ~~payable~~Purchase ~~in quarterly installments of $9~~Agreement,~~250,000~~ ~~with~~ the ~~remaining~~Company ~~aggregate~~makes ~~outstanding~~representations ~~principal balance maturing in June 2016,~~ and ~~(ii)~~warranties acustomary ~~$250~~for ~~million~~transactions ~~revolving line~~ of ~~credit~~this ~~loan~~type. In ~~that~~addition, ~~matures~~the inCompany ~~June 2016 and~~ is subject to certain ~~borrowing~~covenants ~~base~~in ~~limitations. Funds available under~~ the ~~Credit~~Leucadia ~~Facility~~Purchase ~~may~~Agreement ~~be used for working capital needs, capital expenditures and other general corporate purposes. The Credit Facility contain representations, warranties, covenants and events of default~~ customary for ~~financings~~transactions of this type, including, (without limitation,) ~~certain~~(i) ~~financial~~ covenants ~~and~~pertaining ~~covenants~~to ~~restricting~~ the Company’s ~~ability~~conduct toof ~~incur~~business ~~additional~~between ~~debt,~~the ~~incur~~date ~~liens,~~of ~~merge~~the orLeucadia ~~consolidate~~Purchase ~~with~~Agreement ~~other~~and ~~companies,~~the ~~sell~~closing ordate ~~dispose~~and of(ii) ~~its~~certain ~~assets~~termination rights, ~~liquidate~~the orexercise ~~dissolve,~~of ~~make~~which ~~investments,~~could ~~loans,~~occasion ~~advances,~~the ~~guarantees~~payment ~~and~~of ~~acquisitions,~~a ~~and~~$35 ~~make~~million ~~certain~~termination ~~equity~~fee ~~distributions~~by the Company or Leucadia.

(b) On December 2, 2011, the Company and its subsidiaries National Beef California, LP and National Carriers, Inc. entered into the Third Amendment to the Amended and Restated Credit Agreement and Limited Consent with CoBank, ACB and various other lenders (the “Third Amendment”). The Third Amendment amends the Amended and Restated Credit Agreement dated as of June 4, 2010 (the “Credit Facility”) filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2010. The Third Amendment will become effective contemporaneously with the closing of the Leucadia Transaction.

The primary purpose of the Third Amendment was to amend the Credit Facility to (i) consent to the Leucadia Transaction, (ii) take into account the formation of National Beef Pennsylvania, LLC (“National Beef PA”) and the corresponding contribution by the Company of certain assets to National Beef PA, (iii) provide for the addition of National Beef PA as a borrower under the Credit Facility, and (iv) permit the Company’s fiscal year to change to a fifty-two or fifty-three week period ending on the last Saturday in December, effective upon consummation of the Leucadia Transaction.

The principal provisions of the Credit Facility are unchanged by the Third Amendment. The Credit Facility provides for (i) a series of term loans not to exceed $375 million in the aggregate, payable in quarterly installments of $9,250,000 with the remaining aggregate outstanding principal balance maturing in June 2016, and (ii) a $250 million revolving line of credit loan that matures in June 2016 and is subject to certain borrowing base limitations. Funds available under the Credit Facility may be used for working capital needs, capital expenditures and other general corporate purposes.

The Credit Facility contains representations, warranties, covenants and events of default customary for financings of this type, including, without limitation, certain financial covenants and covenants restricting the Company’s ability to incur additional debt, incur liens, merge or consolidate with other companies, sell or dispose of its assets, liquidate or dissolve, make investments, loans, advances, guarantees and acquisitions, and make certain equity distributions.

(c) On December 5, 2011, the Company entered into an employment with Timothy M. Klein to serve as its President and Chief Executive Officer through December 31, 2016 or such later date as the parties may agree (the “Employment Agreement”). The Employment Agreement will become effective contemporaneously with the closing of the Leucadia Transaction.

The Employment Agreement provides for Mr. Klein to receive (i) an annual salary of $900,000, (ii) an annual bonus opportunity based on earnings before taxes for each year and (ii) long-term bonus opportunities based on earnings before interest and taxes. Mr. Klein’s annual bonus opportunity is computed as follows: (i) if the Company’s earnings before taxes (“EBT”) for the applicable fiscal year exceeds $20,000,000, 2.0% of the amount of such excess, up to EBT of $80,000,000; plus (ii) if EBT for such fiscal year exceeds $80,000,000, 1.0% of such excess. Mr. Klein’s long-term bonus opportunities include the following:


•	If Mr. Klein is continuously employed through August 25, 2012, he will be entitled to an additional long term bonus equal to: (a) if the Company’s cumulative EBIT during the period from August 30, 2009 through August 25, 2012 exceeds $115,000,000, 4.0% of such excess, up to cumulative EBIT of $150,000,000; plus (b) if such cumulative EBIT exceeds $150,000,000, .75% of such excess.


•	If Mr. Klein is continuously employed through August 30, 2014, he will be entitled to an additional long term bonus equal to: (a) if the Company’s cumulative EBIT during the period from August 26, 2012 through August 30, 2014 exceeds $76,667,000, 4.0% of such excess, up to cumulative EBIT of $100,000,000; plus (b) if such cumulative EBIT exceeds $100,000,000, .75% of such excess.


•	If Mr. Klein is continuously employed through December 31, 2016, he will be entitled to an additional long term bonus equal to: (a) if the Company’s cumulative EBIT during the period from August 31, 2014 through August 27, 2016 exceeds $76,667,000, 4.0% of such excess, up to cumulative EBIT of $100,000,000; plus (b) if such cumulative EBIT exceeds $100,000,000, .75% of such excess.

The Employment Agreement provides that if the Company terminates Mr. Klein’s employment without cause or if he terminates his employment with good reason, he will continue to receive his then-current salary and specified bonuses and the Company will maintain certain fringe benefits on his behalf for the remainder of the term specified in the Employment Agreement. The Employment Agreement also contains a covenant not to compete for two years following the termination of Mr. Klein’s employment, subject to certain conditions.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 30, 2011, the members of the Company approved the Leucadia Transaction by unanimous written consent in lieu of a special meeting of members.

Item 8.01. Other Events.

On December 5, 2011, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		~~First~~Membership ~~Amendment~~Interest Purchase Agreement
10.2		Third Amendment
10.3		Employment Agreement
99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: June 16, 2011	By:	/s/ Jay D. Nielsen
		Jay D. Nielsen
		Chief Accounting Officer and Treasurer

NATIONAL BEEF PACKING COMPANY, LLC

3Date: December 5, 2011 By:/s/ Jay D. Nielsen

Jay D. Nielsen

Chief Accounting Officer and Treasurer

EXHIBIT INDEX

10.1 First Amendment



10.1	Membership Interest Purchase Agreement
10.2	Third Amendment
10.3	Employment Agreement
99.1	Press Release

4Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 99.1

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