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Date of report (Date of earliest event reported): February 19, 2009


(Exact Name of Registrant As Specified in Its Charter)

Delaware 333-111407 48-1129505

(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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 pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

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

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

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


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


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 that, "this development has
re-energized our management team. With our strong liquidity position and
numerous opportunities to grow our business - both internally and externally -
we are eagerly looking forward to building on our value-added model while
continuing to focus on serving the needs of our 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

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

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
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USPB contact: National Beef contact:

Bill Miller Simon P. McGee
Director of Communications Vice President,
816-713-8800 Corporate Strategy & Acquisitions 816-713-8618