SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
Bob Evans Farms, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid
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(4) Date Filed:
___________________________
BOB EVANS FARMS, INC.
P.O. Box 07863
Columbus, Ohio 43207
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Columbus, Ohio
July 3, 1995
To the Stockholders of
Bob Evans Farms, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the
Stockholders (the "Annual Meeting") of Bob Evans Farms, Inc. (the
"Company") will be held at The Shelter House, Bob Evans Farm, Rio
Grande, Ohio (approximately 12 miles north of Gallipolis, Ohio,
on State Route No. 588) on Monday, August 14, 1995, at 4:00 p.m.,
Eastern Daylight Time, for the following purposes:
(1) To elect three Class III directors to
serve for terms of three years each.
(2) To consider the reports to be laid
before the Annual Meeting or any adjournment or
adjournments thereof.
(3) To transact such other business as may
properly come before the Annual Meeting or any
adjournment or adjournments thereof.
There will be a social hour beginning at 3:00 p.m.
Eastern Daylight Time when soft drinks and sandwiches will be
served. We are hoping you will take this opportunity to become
acquainted with the officers and directors of your company.
Stockholders of record at the close of business on
June 16, 1995, will be entitled to receive notice of and to vote
at the Annual Meeting and any adjournment or adjournments
thereof.
A list of the stockholders entitled to vote at the
Annual Meeting will be available for inspection by any
stockholder, for any purpose germane to the Annual Meeting,
during ordinary business hours, at the offices of the Company,
3776 South High Street, Columbus, Ohio 43207, from August 3,
1995, until the Annual Meeting.
By Order of the Board of Directors,
Daniel E. Evans
Chairman of the Board
(Chief Executive Officer)
BOB EVANS FARMS, INC.
P.O. Box 07863
Columbus, Ohio 43207
(614) 491-2225
July 3, 1995
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are
being mailed on or about July 3, 1995, to all stockholders of Bob
Evans Farms, Inc. (the "Company") of record at the close of
business on June 16, 1995, in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders (the "Annual Meeting") scheduled
to be held on Monday, August 14, 1995, or at any adjournment or
adjournments thereof. The Annual Meeting will be held at
4:00 p.m., Eastern Daylight Time, at The Shelter House, Bob Evans
Farm, Rio Grande, Ohio (approximately 12 miles north of
Gallipolis, Ohio on State Route No. 588).
A proxy for use at the Annual Meeting accompanies this
Proxy Statement and is solicited by the Board of Directors of the
Company. Stockholders of the Company may use their proxies if
they are unable to attend the Annual Meeting in person or wish to
have their shares of Common Stock, par value $.01 per share (the
"Common Shares"), voted by proxy even if they do attend the
Annual Meeting. Without affecting any vote previously taken, any
stockholder executing a proxy may revoke it at any time before it
is voted by filing with the Secretary of the Company, at the
address of the Company set forth on the cover page of this Proxy
Statement, written notice of such revocation; by executing a
later-dated proxy which is received by the Company prior to the
Annual Meeting; or by attending the Annual Meeting and giving
notice of such revocation in person. Attendance at the Annual
Meeting will not, in and of itself, constitute revocation of a
proxy.
The Company will bear the costs of preparing and
mailing this Proxy Statement, the accompanying proxy and any
other related materials and all other costs incurred in connec-
tion with the solicitation of proxies on behalf of the Board of
Directors. Officers and employees of the Company may solicit
proxies by further mailing, by telephone or by personal contact
without receiving any additional compensation therefor. The
Company will also pay the standard charges and expenses of
brokerage houses, voting trustees, banks, associations and other
custodians, nominees and fiduciaries, who are record holders of
Common Shares of the Company not beneficially owned by them, for
forwarding such materials to, and obtaining proxies from, the
beneficial owners of such Common Shares.
The Annual Report of the Company for the fiscal year
ended April 28, 1995 (the "1995 fiscal year"), including finan-
cial statements, is enclosed with this Proxy Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on
June 16, 1995, are entitled to receive notice of and to vote at
the Annual Meeting or any adjournment or adjournments thereof.
At June 16, 1995, the Company had outstanding 42,373,041 Common
Shares entitled to vote at the Annual Meeting. Each Common Share
entitles the holder thereof to one vote upon each matter to be
voted upon by stockholders at the Annual Meeting.
Under the rules of the Securities and Exchange
Commission (the "SEC"), boxes and a designated blank space are
provided on the form of proxy for stockholders to mark if they
wish to withhold authority to vote for one or more nominees for
election as a director of the Company. In accordance with
Delaware law and the Company's By-Laws, Common Shares as to which
the authority to vote is withheld will be counted for quorum
purposes but will not be counted toward the election of directors
or toward the election of the individual nominees specified on
the form of proxy. The election of directors is considered a
"discretionary" item upon which brokerage firms may vote in their
discretion on behalf of their clients if such clients have not
furnished voting instructions by the tenth day before the Annual
Meeting.
At June 16, 1995, no person was known to the Company to
be the beneficial owner of more than five percent of any class of
the Company's voting securities.
The following table sets forth certain information with
respect to the Company's Common Shares beneficially owned by each
of the nominees for election as a director of the Company, by
each of the continuing directors of the Company, by each of the
executive officers of the Company named in the Summary
Compensation Table and by all directors and executive officers of
the Company as a group, as of June 16, 1995:
Amount and Nature of Beneficial Ownership(1)
Common Shares Which
Can be Acquired
Name of Upon Exercise of
Beneficial
Owner or Number Common Options Exercisable Percent of
of Shares
Persons in Group Presently Within 60 Total Class
Held Days (2)
Larry C. Corbin(3) 35,020 3,520 38,540 (4)
Daniel E. Evans(3) 588,634(5) 118,920 707,554 1.7%
J. Tim Evans 581,494(6) 5,133 586,627 1.4%
Daniel A. Fronk 16,430 5,133 21,563 (4)
G. Robert Lucas II 3,760(7) 5,133 8,893 (4)
Cheryl L. Krueger -0- 3,081 3,081 (4)
Stewart K. Owens(3) 211,382 6,000 217,382 (4)
Robert E.H. Rabold 1,013 2,054 3,067 (4)
Robert S. Wood 582,599(8) -0- 582,599 1.4%
Roger D. Williams(3) 32,787(9) 3,520 36,307 (4)
Donald J. Radkoski(3) 8,445(10) 3,520 11,965 (4)
All directors and
executive officers
as a group
(15 persons) 2,114,921(11) 170,667 2,285,588 5.4%
___________________
(1) Unless otherwise indicated, the beneficial owner has sole
voting and investment power with respect to all of the
Common Shares reflected in the table. All fractional Common
Shares have been rounded to the nearest whole Common Share.
(2) The percent of class is based upon the sum of 42,373,041
Common Shares outstanding on June 16, 1995, and the number
of Common Shares as to which the named person has the right
to acquire beneficial ownership upon the exercise of stock
options exercisable within 60 days of June 16, 1995.
(3) Executive officer of the Company named in the Summary
Compensation Table.
(4) Represents ownership of less than 1% of the outstanding
Common Shares of the Company.
(5) Includes 9,506 Common Shares held by the wife of Mr. Evans,
2,646 Common Shares held by the wife of Mr. Evans as
custodian for her son and 37,302 Common Shares held by Evans
Enterprises, Inc. In his capacity as Chairman, Chief
Executive Officer and sole shareholder of Evans Enterprises,
Inc., Mr. Evans may be deemed to have sole voting and
investment power with respect to the Common Shares held by
that corporation.
(6) Includes 133,388 Common Shares held by the wife of Mr.
Evans.
(7) Includes 3,210 Common Shares held by Mr. Lucas in a KEOGH
plan for the benefit of Mr. Lucas and 400 Common Shares held
in the William B. Lucas Trust with respect to which
Mr. Lucas serves as trustee and exercises sole voting and
investment power.
(8) Includes 133,333 Common Shares held in the Peggy L. Wood
Trust to which Mr. Wood serves as trustee and exercises sole
voting and investment power.
(9) Includes 340 Common Shares held by Mr. Williams as custodian
for the benefit of his son and 340 Common Shares held by
Mr. Williams as custodian for the benefit of his daughter.
(10) Includes 21 Common Shares held by Mr. Radkoski as custodian
for the benefit of his son and 14 Common Shares held by
Mr. Radkoski as custodian for the benefit of his daughter.
(11) Includes Common Shares held by the spouses of certain
executive officers and directors, Common Shares held by cus-
todians for the children of certain executive officers and
directors and Common Shares held by certain executive
officers and directors in their capacities as trustees of
certain trusts. See notes (5) through (10).
ELECTION OF DIRECTORS
Directors of the Company are elected at the Annual
Meeting. There are currently nine members of the Board of
Directors. Pursuant to the By-Laws of the Company, the directors
have been divided into three classes of three directors each.
Class I directors currently serve until the Annual Meeting in
1996, Class II directors currently serve until the Annual Meeting
in 1997, and Class III directors currently serve until the Annual
Meeting in 1995 (in each case until their respective successors
are duly elected and qualified). At the Annual Meeting, three
Class III directors will be elected for three year terms.
The Board of Directors has designated the three
nominees listed below for election as Class III directors of the
Company for terms expiring in 1998. The Common Shares
represented by the enclosed proxy, if returned duly executed and
not properly revoked, will be voted as specified thereon, or if
no instructions are given, for the Board's nominees; however, the
persons designated as proxies reserve full discretion to vote the
Common Shares represented by the proxies for the election of the
remaining nominees and any substitute nominee or nominees
designated by the Board in the event the nominee who would
otherwise receive the votes is unavailable or unable to serve as
a candidate for election as a director. The Board of Directors
has no reason to believe that any of the nominees will be unavail-
able or unable to serve if elected to the Board.
Under Delaware law and the Company's By-Laws, the three
nominees for election as Class III directors receiving the
greatest number of votes will be elected as Class III directors.
The following table sets forth the nominees for
election to the Board of Directors, the directors of the Company
whose terms in office will continue after the Annual Meeting, and
certain information with respect to each nominee and director.
Unless otherwise indicated, each person has held his or her
principal occupation for more than five years.
Name, Age and Year
Became Director;
Positions and Offices Principal Occupation for Past
with the Company Five Years and Other Information
NOMINEES - TERMS TO EXPIRE IN 1998 (Class III)
Daniel E. Evans, age 58; Chairman of the Board, Chief
Chairman of the Board, Chief Executive Officer and Secretary
Executive Officer and of the Company. Mr. Evans is the
Secretary of the Company; first cousin of J. Tim Evans.
Director since 1957.
J. Tim Evans, age 68; Director of the Company. Mr.
Director since 1957. Evans is the first cousin of
Daniel E. Evans.
Robert S. Wood, age 67; Director of the Company. Vice
Director since 1957. Chairman from 1990 to 1992, and
Executive Vice President and
Chief Operating Officer,
Restaurant Division, and Vice
President, Sausage Division, from
1974 to 1990, of the Company.
CONTINUING DIRECTORS - TERMS TO EXPIRE IN 1996 (Class I)
Daniel A. Fronk, age 59; Senior Executive Vice President
Director since 1981. and Board Member of The Ohio
Company, an investment banking
firm, Columbus, Ohio. (1)
Cheryl L. Krueger, age 43; President and Chief Executive
Director since 1993. Officer of Cheryl & Co., a
manufacturer and retailer of
gourmet foods and gifts,
Columbus, Ohio.
G. Robert Lucas II, age 51; Partner in Vorys, Sater, Seymour
Director since 1986. and Pease, Attorneys at Law,
Columbus, Ohio, since 1990. (2)
CONTINUING DIRECTORS - TERMS TO EXPIRE IN 1997 (Class II)
Larry C. Corbin, age 53; Senior Group Vice President -
Senior Group Vice President - Restaurant Operations Group of
Restaurant Operations Group the Company since January, 1994.
of the Company; Director Group Vice President - Business
since 1981. Development from 1990 to
December, 1993, Executive Vice
President, Operations and Devel-
opment, Restaurant Division,
from 1988 to 1990, Senior Vice
President, Operations and
Development, Restaurant Division,
from 1987 to 1988, and Senior
Vice President, Operations,
Restaurant Division, from 1974 to
1987, of the Company.
Stewart K. Owens, age 40; Executive Vice President and
Executive Vice President and Chief Operating Officer of the
Chief Operating Officer of Company since 1994. Group Vice
the Company; Director since President -Food Products of the
1987. Company from 1990 to 1993.
President and Chief Operating
Officer of Owens Country Sausage,
Inc., a subsidiary of the
Company, since 1984.
Robert E. H. Rabold, age 56; Chairman, President and Chief
Director since 1994. Executive Officer of Motorists
Mutual Insurance Company and its
various subsidiaries, Columbus,
Ohio; Chairman, President and
Chief Executive Officer of
American Hardware Mutual
Insurance Company and its various
subsidiaries, Columbus, Ohio,
since 1993.
_______________________
(1) The Ohio Company rendered various investment banking ser-
vices to the Company during the Company's 1995 fiscal year,
and continues to do so.
(2) Vorys, Sater, Seymour and Pease is general counsel to the
Company. It rendered legal services to the Company during
the Company's 1995 fiscal year, and continues to do so.
Daniel E. Evans, a director of The Sherwin-Williams
Company and National City Corporation, is the only nominee or
continuing director who is also a director of any other company
with a class of securities registered pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or which
is otherwise subject to the reporting requirements of the
Exchange Act, or any company registered as an investment company
under the Investment Company Act of 1940.
The Company's Board of Directors has standing Audit and
Compensation/Stock Option Committees. There is no standing Nomi-
nating Committee or committee performing similar functions.
The Audit Committee consists of J. Tim Evans, Daniel A.
Fronk, G. Robert Lucas II, Robert E. H. Rabold and Robert S.
Wood. The Audit Committee reviews the services performed and to
be performed by the Company's principal accountant, the cost of
such services and the quarterly financial statements of the
Company. The Audit Committee met three times during the 1995
fiscal year.
Prior to August 8, 1994, the Company's Board of
Directors had separate Compensation and Stock Option Committees.
The separate Compensation Committee consisted of J. Tim Evans,
Daniel A. Fronk, Cheryl L. Krueger and G. Robert Lucas II and met
threetwo times during the 1995 fiscal year. The separate Stock
Option Committee consisted of J. Tim Evans, Daniel A. Fronk,
G. Robert Lucas II and Robert S. Wood and met one time during the
1995 fiscal year. As of August 8, 1994, the two committees were
combined into a Compensation/Stock Option Committee (the
"Committee") consisting of Daniel A. Fronk, Cheryl L. Krueger and
G. Robert Lucas II. The Committee reviews and recommends to the
Board of Directors of the Company the salaries, bonuses and other
cash compensation to be paid to executive officers of the Company
and the other non-stock-based benefits to be received by such
executive officers (which had previously been the duties of the
separate Compensation Committee) as well as administers the
Company's stock option plans pursuant to which employee stock
options are granted, selects and nominates for selection those
eligible employees who may participate in each stock option plan
(where selection is required) and prescribes the terms of any
stock options granted under the stock option plans (which had
previously been the duties of the separate Stock Option
Committee). The Committee met three times during the 1995 fiscal
year.
The Board of Directors of the Company held a total of
five meetings during the 1995 fiscal year. None of the directors
attended fewer than 75% of the aggregate of the total number of
Board meetings and the total number of meetings held by commit
tees of the Board on which he or she served during the period he
or she served.
REPORT OF THE COMPENSATION COMMITTEE, THE STOCK OPTION
COMMITTEE AND THE COMPENSATION/STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in
any of the Company's previous filings under the Securities Act of
1933, as amended, or the Exchange Act that might incorporate
future filings, including this Proxy Statement, in whole or in
part, this Report and the graph set forth on page 20 shall not be
incorporated by reference into any such filings.
Administration
During the 1995 fiscal year, the Company's compensation
policies for its executive officers were administered by the
separate Compensation and Stock Option Committees of the Board of
Directors until August 8, 1994 and by the Committee thereafter.
All members of the separate committees were, and all members of
the Committee are, non-employee directors. The compensation
policies administered by the Committee are intended to enhance
the financial performance of the Company by aligning the
financial interests of the Company's executive officers with
those of its stockholders.
The primary components of executive compensation are
base salary, cash bonus and longer-term incentives such as stock
option grants. The Committee recommends to the Board of
Directors the salaries and bonuses of the executive officers and
administers the stock option plans pursuant to which employee
stock options are granted. In addition, the salary and bonus
components of executive compensation are reviewed for
competitiveness in relation to a group of companies in the
restaurant and food products businesses by members of the human
resources group of the Company and by independent consultants
specializing in executive compensation. It is not known whether
the group used by members of the human resources group of the
Company and by the executive compensation consultants is the same
group as that included in the performance graph on page 20 of
this Proxy Statement.
During 1993, Section 162(m) of the Internal Revenue
Code of 1986, as amended, was enacted to limit corporate
deductions for compensation paid to a publicly-held corporation's
five most highly compensated executive officers to $1 million per
year per executive officer, unless certain requirements (relating
primarily to "performance-based compensation") are met. The
Company has begun to review its existing compensatory plans in
light of the proposed regulations under Section 162(m) issued by
the Internal Revenue Service in December of 1993, and amended in
December of 1994, for the purpose of giving guidance regarding
the provisions which compensatory plans must contain if the
compensation paid thereunder is to qualify as "performance-based"
for purposes of the exception to Section 162(m). However, the
Internal Revenue Service has yet to issue final regulations under
Section 162(m). Until such final regulations are issued, the
Company intends to continue to study the applicability of
Section 162(m) to the Company's existing compensatory plans.
Overall Philosophy
The Company has adopted a Total Compensation System
which is intended to provide executive officers with a
competitive salary, while at the same time emphasizing the bonus
and long-term components of total compensation. All management
employees of the Company (including the five executive officers
named in the Summary Compensation Table) have been placed in one
of 18 pay grades, each pay grade being commensurate with the
duties undertaken by each such employee. Each pay grade is
assigned a minimum, midpoint and maximum salary range as well as
a minimum, midpoint and maximum total compensation range. The
dollar amounts comprising the minimum, midpoint and maximum
ranges were derived by Company personnel, working with executive
compensation consultants, from comparisons to companies in
similar lines of business with the Company as published in
compensation surveys.
Base Salary
A review of the salaries being paid to the five
executive officers of the Company named in the Summary
Compensation Table was conducted at a meeting of the separate
Compensation Committee held in May, 1994. At that meeting, it
was noted that salaries of the Company's executive officers had
been adjusted during the 1994 fiscal year to bring them nearer
the midpoint of their respective pay grades. As a result of this
adjustment, it was management's recommendation that a 3.5%
increase in the salaries of each of thefive executive officers,
named in the Summary Compensation Table, including Daniel E.
Evans, Chairman of the Board and Chief Executive Officer, should
be implemented. This recommendation was accepted by the
Compensation Committee, retroactive to the beginning of the 1995
fiscal year, and adopted by the Board of Directors.
Salary reviews for three executive officers were
undertaken in September, 1994. As a result of promotions and
changes in responsibilities, salary increases of 1.54% and 6.36%
were approved for Stewart K. Owens and Donald J. Radkoski,
respectively. In addition, one other executive officer received
a salary increase of 19.8%. All such increases were effective
September 1, 1994.
Bonuses
At the beginning of the 1995 fiscal year, each
executive officer agreed upon written goals to be accomplished by
him or her during the fiscal year. Different goals were set for
each executive officer--some involving overall Company
performance (such as performance of the Common Shares, increase
in net income, increase in sales and cost savings) and some
specific to the performance of the particular executive officer
(such as personnel management, financial presentations and
community service). Each goal was weighted (the total weighting
of all goals adding to 100%) and at the end of the fiscal year,
each executive officer was graded by one or more of his or her
peers.
Based on these analyses and the grades received by each
executive officer, an initial bonus level was determined. After
the initial bonus levels for each executive officer were
determined, they were reviewed a final time by the Chairman of
the Board and Chief Executive Officer, who has discretion to
recommend additional bonus amounts for extraordinary performance
or contributions during the fiscal year. The Chairman's
recommendations were then reviewed by the Committee, which made
its recommendations to the Board of Directors.
The performance of Daniel E. Evans was evaluated on the
same basis as the performance of the otherfour executive officers
of the Company. named in the Summary Compensation Table. That is,
goals were set at the beginning of the fiscal year and Mr. Evans
was graded (by the Committee, rather than by his peers) with
respect to each such goal. At the beginning of the 1995 fiscal
year, Mr. Evans' bonus for 1995 was targeted at 105% of his
salary. As a result,That is, if, in the judgment of the
Committee, he attained 100% of his goals and no other subjective
factors were considered, his bonus would be 105% of his salary
for the 1995 fiscal year. His ability to earn more or less than
his targeted bonus was predicated on various objective factors
(the performance goals previously referred to) and subjective
factors (to be applied by the Committee in its discretion).
At its meeting on May 26, 1995, the Committee reviewed
the performance goals for Mr. Evans, applied the mathematical
formulae to those goals for which such formulae were applicable
and subjectively evaluated Mr. Evans' performance in categories
not subject to a mathematical formula. This combination of
objective and subjective analyses led to the bonus disclosed in
the Summary Compensation Table, which was recommended by the
Committee and adopted by the Board of Directors.
Stock Option Plans
In contrast to salary and bonuses, stock option grants
are tied directly to stock price performance. The Committee
grants incentive stock options ("ISOs") under stockholder-
approved stock option plans with an exercise price equal to the
market value of the Company's Common Shares on the date of grant.
If there is no appreciation in the market value of the Company's
Common Shares, the options are valueless. Grants of ISOs are
normally made to eligible employees, including executive
officers, once every five years. Any grants made in intervening
years are made to recognize changes in responsibilities, to grant
ISOs to newly hired employees, and the like. Grants of ISOs were
made to each of the five executive officers named in the Summary
Compensation Table during the 1994 fiscal year. Therefore, no
grants of ISOs were made to any of such executive officers during
the 1995 fiscal year.
In addition, grants of non-qualified stock options
("NQSOs") are made to fund the Company's Supplemental Executive
Retirement Plan (the "SERP"). The SERP is an unfunded plan, the
purpose of which is to retain key employees by providing
retirement benefits in excess of benefits available under
qualified retirement plans. While the exercise price of the
NQSOs is less than the market value of the Company's Common
Shares on the date of grant, benefits under the SERP will not
reach their actuarially assumed values if the Company's Common
Shares do not appreciate at a predetermined rate. No future
adjustments to or grants of NQSOs will be made to match actual
values of the NQSOs with the assumed value of such NQSOs at the
date of grant.
At the 1992 Annual Meeting, the stockholders of the
Company approved the Company's Nonqualified Stock Option Plan
(the "Nonqualified Plan"). The purpose of the Nonqualified Plan
is to use grants of NQSOs to fund benefits earned under the SERP.
At the conclusion of the 1995 fiscal year, the Committee made
grants of NQSOs to executive officers (including Daniel E. Evans)
in amounts determined to be necessary to fund benefits accrued
under the SERP during the 1995 fiscal year, given the years of
service and current compensation of each participant. It is
anticipated that the Committee will make additional grants of
NQSOs annually to meet the funding requirements of the SERP.
Other Compensation
Each of the executive officerslisted in the Summary
Compensation Table participates in the Bob Evans Farms, Inc. and
Affiliates 401K Retirement Plan (the "401K Plan"). Following the
conclusion of the 1995 fiscal year, the Board of Directors voted
to contribute $3,374,000 to the 401K Plan. Each participant in
the 401K Plan received a pro rata share of this contribution and
a pro rata share of forfeitures reallocated to participants (such
pro rata share, in each case, based upon such participant's
eligible compensation). In addition, each participant had the
option of contributing up to 7% of his or her compensation (up to
a maximum contribution of $9,240) to the 401K Plan. In cases
where participants made voluntary contributions to the 401K Plan,
the Company contributed $0.25 for each $1.00 of voluntary
contributions.
Submitted By:
Compensation Committee Members Stock Option Committee Members
G. Robert Lucas II, Chairman Daniel A. Fronk, Chairman
J. Tim Evans J. Tim Evans
Daniel A. Fronk G. Robert Lucas II
Cheryl L. Krueger Robert S. Wood
Compensation/Stock Option Committee Members
G. Robert Lucas II, Chairman
Daniel A. Fronk
Cheryl L. Krueger
COMPENSATION COMMITTEE, STOCK OPTION COMMITTEE
AND COMPENSATION/STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
G. Robert Lucas II, who is a partner in the law firm of
Vorys, Sater, Seymour and Pease, which rendered legal services to
the Company during the Company's 1995 fiscal year and continues
to do so, serves as a member of the Compensation/Stock Option
Committee, and, until August 8, 1994, served as a member of the
separate Compensation and Stock Option Committees of the
Company's Board of Directors. Daniel A. Fronk, who is Senior
Executive Vice President and a Board Member of The Ohio Company,
which rendered various investment banking services to the Company
during the Company's 1995 fiscal year and continues to do so,
also serves as a member of the Compensation/Stock Option
Committee and, until August 8, 1994, served as a member of the
separate Compensation and Stock Option Committees. J. Tim Evans,
who held various positions as an officer of the Company until his
retirement in 1981, served as a member of the separate
Compensation and Stock Option Committees until August 8, 1994.
Robert S. Wood, who held various positions as an officer of the
Company until his retirement in 1992, also served as a member of
the separate Stock Option Committee until August 8, 1994.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary of Cash and Certain Other Compensation
The following table summarizes, for the fiscal years
ended April 28, 1995, April 29, 1994 and April 30, 1993, cash
compensation paid by the Company to, as well as certain other
compensation paid or earned for those years by, the Company's
Chief Executive Officer and the four other most highly
compensated executive officers of the Company in all capacities
in which they served.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards
Securities
Name and Underlying All Other
Principal Fiscal Salary Bonus Options/ Compensation
Position Year ($)(1) ($) SARs (#) ($)(3)
Daniel E. Evans: 1995 $319,030 $375,000 12,221(2) $2,284
Chairman of the 1994 $307,834 $358,669 30,676 $2,770
Board, Chief 1993 $236,300 $360,000 83,253 $2,678
Executive Officer
and Secretary
Stewart K. Owens: 1995 $194,974 $210,000 2,323(2) $2,284
Executive Vice 1994 $164,896 $186,070 16,055 $2,770
President and 1993 $120,800 $173,000 5,425 $2,678
Chief Operating
Officer
Larry C. Corbin: 1995 $170,637 $180,000 4,436(2) $2,284
Senior Group Vice 1994 $157,734 $177,422 11,228 $2,770
President- 1993 $120,800 $173,000 15,625 $2,678
Restaurant
Operations Group
Roger D. Williams: 1995 $159,037 $185,000 1,702(2) $2,284
Senior Group Vice 1994 $146,934 $164,400 10,050 $2,945
President-Food 1993 $110,000 $173,000 8,928 $3,256
Products/Marketing/
Purchasing/Technical
Services Group
Donald J. Radkoski: 1995 $103,022 $180,000 2,516(2) $2,284
Group Vice 1994 $ 92,900 $108,000 9,080 $2,770
President- 1993 $ 63,800 $ 42,000 880 $2,678
Finance Group
and Treasurer
________________________
(1) "Salary" includes director's fees received by Messrs.
Evans, Owens and Corbin during the 1995 fiscal year in
the amount of $11,600 each and during each of the 1994
and 1993 fiscal years in the amount of $10,800 each.
(2) See the table under "Grants of Options."
(3) Includes Company contributions to the 401K Plan during
the 1995, 1994 and 1993 fiscal years.
Grants of Options
The following table sets forth information concerning
individual grants of options made during the 1995 fiscal year to
each of the named executive officers. The Company has never
granted stock appreciation rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Number of % of Realizable Value at
Securities Total Options Assumed Annual Rates of
Underlying Granted to Stock Price Appreciation
Options Employees in Exercise Market Expiration for Option Term (1)
Granted(#)(1) Fiscal Year Price($/Sh) Price($/Sh) Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel E. Evans 12,221(2) 5.7% $10.656 $21.312 (2) $130,226 $233,867 $408,705
Stewart K. Owens 2,323(2) 1.1% $10.656 $21.312 (2) $ 24,754 $106,985 $431,942
Larry C. Corbin 4,436(2) 2.1% $10.656 $21.312 (2) $ 47,270 $108,344 $238,925
Roger D. Williams 1,702(2) 0.8% $10.656 $21.312 (2) $ 18,137 $ 64,489 $216,160
Donald J. Radkoski 2,516(2) 1.2% $10.656 $21.312 (2) $ 26,810 $115,871 $467,818
</TABLE>
________________________
(1) The amounts reflected in this table represent certain
assumed rates of appreciation only. Actual realized values,
if any, on option exercises will be dependent on the actual
appreciation in the price of the Common Shares of the
Company over the term of the options. There can be no
assurances that the Potential Realizable Values reflected in
this table will be achieved.
(2) These are NQSOs granted under the Nonqualified Plan to fund
and settle benefits earned under the SERP. These NQSOs are
intended to encourage executive officers to remain in the
employ of the Company until retirement and to provide them
with a supplemental retirement benefit. The NQSOs become
exercisable when the executive officer attains age 55 and
has completed 10 years of service with the Company or
attains age 62 while employed by the Company, whichever is
earlier, upon the death of the executive officer or upon the
occurrence of a change in control of the Company (subject to
the limitation that they be exercised within three months
following the change in control or the restrictions on
exercisability again apply). No NQSOs may be exercised,
however, for a period of six months following the date of
grant. If an executive officer terminates employment with
the Company for any reason other than death or retirement,
his NQSOs will be forfeited unless the Compensation/Stock
Option Committee of the Company's Board of Directors permits
the exercise of the NQSOs. The NQSOs expire on the date
which is five years after the earlier of the date the
executive officer attains age 65 or the date of his death.
The Potential Realizable Values of the NQSOs assume an
expiration date of five years after each executive officer
attains age 65.
Option Exercises and Holdings
The following table sets forth certain information with
respect to options exercised during the 1995 fiscal year by each
of the named executive officers and unexercised options held as
of the end of the 1995 fiscal year by such executive officers.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Number of
Securities Securities Underlying Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at
Options Value Fiscal Year-End (#) Fiscal Year-End($)(1)(2)
Exercised(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Daniel E. Evans 3,733 $45,613 114,150 12,000 $1,205,390 $ 18,000
Stewart K. Owens 3,733 $43,020 6,000 17,803 $ 6,056 $103,067
Larry C. Corbin 3,733 $41,880 3,520 27,769 $ 5,280 $249,200
Roger D. Williams 3,200 $39,100 3,520 17,160 $ 5,280 $135,967
Donald J. Radkoski 3,329 $37,534 3,520 8,956 $ 5,280 $ 45,509
</TABLE>
__________________________
(1) All values are shown pre-tax and are rounded down to the
nearest whole dollar.
(2) Based on the 1995 fiscal year-end closing price of $20.50
per Common Share.
Compensation of Directors
Each director who is not a salaried officer of the
Company receives a monthly fee of $2,000 (and an additional $450
for each committee meeting attended), and each director who is a
salaried officer of the Company receives a monthly fee of $1,000.
If a director does not attend a scheduled meeting of the Board of
Directors, he or she will have $500 deducted from the amount of
the monthly fee he or she would have received for the month of
such meeting. Each director is reimbursed for out-of-pocket
expenses incurred in attending meetings. The Company maintains a
life insurance policy with a death benefit of $50,000 on behalf
of each director of the Company.
Directors of the Company who are not employees of the
Company or of any of its subsidiaries (the "Nonemployee
Directors") also receive grants of NQSOs under the Bob Evans
Farms, Inc. 1989 Stock Option Plan for Nonemployee Directors (the
"Nonemployee Directors Plan"). The Nonemployee Directors Plan
provides that the aggregate number of Common Shares for which
options may be granted is 73,333. The Nonemployee Directors Plan
provides for the automatic grants of options for 3,080 Common
Shares effective June 16, 1989, options for 5,133 Common Shares
effective May 1, 1991, and options for 5,133 Common Shares
effective on May 1, 1996, to each person who was or is a
Nonemployee Director on the applicable date. Each person who was
not a member of the Board on May 1, 1991, who is subsequently
elected to the Board prior to May 1, 1996, and who is a
Nonemployee Director will automatically receive options to
purchase 5,133 Common Shares effective on the date of the first
meeting of the Board after his or her election. Each person who
was not a member of the Board on May 1, 1996, who is subsequently
elected to the Board prior to May 1, 2001, and who is a
Nonemployee Director will automatically receive options to
purchase 5,133 Common Shares effective on the date of the first
meeting of the Board after his or her election. The exercise
price per share of each option will be equal to the fair market
value of a Common Share on the date of grant and will
automatically be adjusted to reflect stock dividends and stock
splits. Options become exercisable over a period of time and
have terms of five years.
Severance Arrangements
From February, 1989 through September, 1990, the
Company entered into agreements with the five executive officers
named in the Summary Compensation Table. These agreements, which
are substantially identical, had initial terms ending on April
30, 1990 and April 30, 1991 (which were, and will continue to be,
automatically extended for one year periods unless either party
gives notice of his or its decision not to renew) and provide
that in the event of the executive officer's termination of
employment under certain circumstances during the 36-month period
(the "Effective Period") following a "change of control" of the
Company, the executive officer will be entitled to certain
severance benefits. Prior to such change of control, the
executive officer will remain an employee at will of the Company.
Each agreement will terminate automatically on the
death or retirement of the executive officer to whom it relates,
and may be terminated at the option of the Company upon
disability of the executive officer or for "cause" (as that term
is defined in the agreement) or, at the option of the executive
officer, for other than "good reason," in all of which cases no
additional severance payments, other than accrued compensation
and benefits customarily paid to employees in such circumstances,
will be due the executive officer.
If the executive officer terminates the agreement
during the Effective Period for "good reason," or, if the Company
terminates the agreement during such period for any reason other
than for "cause" (as that latter term is defined in the
agreement) or as a result of the executive officer's death,
retirement or disability, the Company will be obligated to pay
the executive officer his base salary and prorated bonus through
the date of termination and (A) to make a lump-sum payment to the
executive officer equal to 2.99 times the average annual compen-
sation (including salary and bonus) which was payable to the
executive officer for the five taxable years ending prior to the
date on which the change of control occurred; (B) to continue
health and life insurance and other employee welfare benefit
plans for the executive officer and his family for a period of 36
months following the date of termination; (C) to allow the
executive officer to exercise in full any stock options held by
the executive officer which were not fully exercisable on the
termination date; and (D) to pay to the executive officer in one
lump sum in cash, at the executive officer's normal retirement
age, an amount equal to the actuarial equivalent of the
retirement pension to which the executive officer would have been
entitled under such retirement plan had he accumulated 36
additional months of continuous service after the termination
date. As of April 28, 1995, the amount of the lump-sum payment
to Messrs. Evans, Owens, Corbin, Williams and Radkoski would have
been approximately $1,580,000, $796,000, $816,000, $774,000 and
$366,000, respectively.
If any portion of the payments and benefits provided
for in an agreement would be considered "parachute payments"
within the meaning of Section 280G(b)(2) of the Internal Revenue
Code of 1986, as amended, so as to be nondeductible by the
Company, then the aggregate present value of all of the amounts
and benefits payable to the executive officer to whom such
agreement relates will be reduced at the election of the
executive officer to the maximum amount which would cause all of
the payments and benefits to be deductible by the Company.
For purposes of each agreement, the executive officer
to whom it relates may terminate his employment for "good reason"
during the Effective Period if his title, duties,
responsibilities, compensation or benefits are reduced, if he is
required to relocate or if the agreement is breached by the
Company. A "change of control" is defined to include, among
other events, the acquisition by any individual, entity or group
of stock entitling such individual, entity or group to exercise
20% or more of the voting power of the Company or a change in a
majority of the current directors of the Company, unless the
election or nomination for election of the successor directors
was approved by a vote of at least three-quarters of the
incumbent directors.
PERFORMANCE GRAPH
Comparison of Five Year Cumulative Total Return
The following line graph compares the yearly percentage
change in the Company's cumulative total stockholder return (as
measured by dividing (i) the sum of (A) the cumulative amount of
dividends for the measurement period, assuming dividend reinvest
ment, and (B) the difference between the price of the Company's
Common Shares at the end and the beginning of the measurement
period; by (ii) the price of the Common Shares at the beginning
of the measurement period) against the cumulative total return of
the Standard & Poor's 500 Stock Index ("S&P 500") and the
weighted average of the NASDAQ Restaurants and Food Manufacturers
Indices (Restaurants are weighted 70% and Food Manufacturers 30%
to reflect the Company's business mix) ("NASDAQ Restaurant/Food
Mfg. Peer") for the five year period ended April 28, 1995. Stock
prices and dividends of the Company have been adjusted for stock
splits and stock dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG BOB EVANS FARMS, INC., S&P 500
AND NASDAQ RESTAURANT/FOOD MFG. PEER
[Performance Graph represented
by the following chart]
Nasdaq Restaurant/Food
Bob Evans S&P 500 Mfg. Peer*
4/30/90 $100.000 $100.000 $100.000
4/30/91 148.910 117.573 116.429
4/30/92 202.686 134.022 138.899
4/30/93 198.273 146.342 162.431
4/29/94 240.642 153.789 164.062
4/28/95 235.378 180.894 150.099
_____________
*70% Restaurants & 30% Food Manufacturers
PROXY STATEMENT PROPOSALS
Each year the Board of Directors submits its nomina-
tions for election as directors at the annual meeting of stock
holders. Other proposals may be submitted by the Board of
Directors or stockholders for inclusion in the Proxy Statement
for action at each year's annual meeting. Any proposal submitted
by a stockholder for inclusion in the Proxy Statement for the
1996 Annual Meeting, presently scheduled for August 12, 1996,
must be received by the Company on or before March 5, 1996.
INFORMATION CONCERNING INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ernst & Young, which has served as independent
certified public accountants for the Company since 1980, has been
selected by Management to serve in that capacity for the 1996
fiscal year. Representatives of Ernst & Young are expected to be
present at the Annual Meeting, will be given the opportunity to
make a statement if they desire to do so and will be available to
respond to appropriate questions.
REPORTS TO BE PRESENTED AT THE ANNUAL MEETING
There will be presented at the Annual Meeting the
Company's Annual Report for the fiscal year ended April 28, 1995,
containing financial statements for such fiscal year and the
signed report of Ernst & Young, independent certified public
accountants, with respect to such financial statements. The
Annual Report is not to be regarded as proxy soliciting material,
and Management does not intend to ask, suggest or solicit any
action from the stockholders with respect to such Report.
OTHER MATTERS
As of the date of this Proxy Statement, the only
business which Management intends to present at the Annual
Meeting consists of the matters set forth in this Proxy State
ment. Management knows of no other matters to be brought before
the Annual Meeting by any other person or group.
If any other matters should properly come before the
Annual Meeting, or any adjournment or adjournments thereof, the
proxy holders will vote thereon in their discretion, in
accordance with their best judgment in light of the conditions
then prevailing.
All proxies received duly executed and not properly
revoked will be voted.
You are requested to sign and date the enclosed proxy
and mail it promptly in the enclosed envelope. If you later
desire to vote in person, you may revoke your proxy, either by
written notice delivered to the Company before the proxy is voted
or in person at the Annual Meeting before the proxy is voted
(without affecting any vote previously taken).
BY ORDER OF THE BOARD OF DIRECTORS
Daniel E. Evans
Chairman of the Board
(Chief Executive Officer)
______________________________
BOB EVANS FARMS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 14, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of
Bob Evans Farms, Inc. (the "Company") hereby appoints Daniel E.
Evans and Donald J. Radkoski, and each of them, the Proxies of
the undersigned, with full power of substitution, to attend the
Annual Meeting of Stockholders of the Company to be held at The
Shelter House, Bob Evans Farm, at Rio Grande, Ohio, on Monday,
August 14, 1995, at 4:00 p.m., Eastern Daylight Time, and any
adjournment or adjournments thereof, and to vote all of the
shares of Common Stock which the undersigned is entitled to vote
at such Annual Meeting or at any adjournment or adjournments
thereof:
1. To elect three Class III Directors to serve for
terms of three years each:
Daniel E. Evans; J. Tim Evans; Robert S. Wood
____ Vote for all nominees
____ Vote withheld for all nominees
____ Vote for all nominees except _____________________________
2. In their discretion, the Proxies are authorized to
vote upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before
the Annual Meeting or any adjournment or adjournments
thereof.
(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ABOVE FOLD)
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS
SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY. IF ANY OTHER
MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT OR ADJOURNMENTS THEREOF OR IF A NOMINEE FOR ELECTION
AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR
FOR GOOD CAUSE WILL NOT SERVE, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH
MATTERS OR FOR SUCH SUBSTITUTE NOMINEES AS THE DIRECTORS MAY
RECOMMEND.
The undersigned hereby acknowledges receipt of the
Notice of the Annual Meeting of Stockholders, dated July 3, 1995,
the Proxy Statement furnished therewith, and the Annual Report of
the Company for the fiscal year ended April 28, 1995. Any proxy
heretofore given to vote the shares of Common Stock which the
undersigned is entitled to vote at the Annual Meeting of
Stockholders is hereby revoked.
Date______________________________________
__________________________________________
__________________________________________
Stockholder sign name exactly as it is
stenciled hereon.
NOTE: Please fill in, sign and return this proxy
in the enclosed envelope. When signing as
Attorney, Executor, Administrator, Trustee
or Guardian, please give full title as such.
If signer is a corporation, please sign the
full corporate name by authorized officer.
Joint Owners should sign individually. (Please
note any change of address on this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BOB EVANS FARMS, INC.
