As filed with the Securities and Exchange Commission on April 5, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________
Bob Evans Farms, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 31-4421866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street
Columbus, Ohio 43207
(614) 491-2225
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
With a copy to:
G. Robert Lucas II, Esq. Daniel E. Evans
Vorys, Sater, Seymour and Pease Chairman of the Board
52 East Gay Street Bob Evans Farms, Inc.
P.O. Box 1008 3776 South High Street
Columbus, Ohio 43216-1008 Columbus, Ohio 43207
(614) 464-5691 (614) 491-2225
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: July 15, 1995
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
Page 1 of 42 Pages.
Index to Exhibits begins at Page II-10
(Page 38 as sequentially numbered)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class Amount maximum maximum Amount of
of to be offering aggregate registration
securities registered price offering fee
to be per share(1) price(1)
registered
Common 1,000,000 $20.75 $20,750,000.00 $7,156
Stock, $.01
Par Value
(1) Estimated solely for the purpose of calculating the
aggregate offering price and the registration fee pursuant
to Rule 457(c) promulgated under the Securities Act of 1933,
as amended, and computed on the basis of $20.75, which price
is the average of the high and low sales prices of the
shares of Common Stock as reported on the NASDAQ National
Market System on April 4, 1995.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
BOB EVANS FARMS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,000,000 shares of Common Stock
($0.01 par value)
Bob Evans Farms, Inc. (the "Company") is offering to its
stockholders, employees of the Company and its subsidiaries and
other investors a simple and convenient method to purchase shares
of the Company's Common Stock, $.01 par value (the "Common
Stock"), pursuant to a Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). The Plan is effective as of July 15, 1995 and
replaces the existing dividend reinvestment plan; current
participants in that plan automatically will continue in the
Plan.
The Plan permits full or partial reinvestment of cash
dividends paid on the Common Stock, permits record stockholders
to make voluntary cash payments of $10 to $10,000 each month,
permits non-stockholder employees to make limited initial
purchases ($10 to $10,000) of Common Stock through the Plan and
permits other investors to make limited initial purchases ($50 to
$10,000) of Common Stock through the Plan. All cash dividends
paid on shares of Common Stock held in a Participant's Plan
Account are reinvested automatically.
Shares of Common Stock purchased for Participants' Plan
Accounts will be purchased on the open market at current market
prices. The Common Stock is listed on The Nasdaq Stock Market.
The closing price of the Common Stock on April __, 1995, on The
Nasdaq Stock Market was $_____.
This Prospectus relates to shares of Common Stock of the
Company available for purchase under the Plan. It is suggested
that this Prospectus be retained for future reference.
Residents of Alabama, Alaska, Arkansas, Hawaii, Idaho, Iowa,
Kansas, Maine, Montana, Nebraska, New Hampshire, North Dakota,
Oklahoma, Rhode Island, South Dakota, Utah, Vermont and Wyoming
and any foreign country must be record stockholders to
participate in the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is April ___, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates, concerning
directors and executive officers, their compensation and any
material interest of such persons in transactions with the
Company is disclosed in proxy statements distributed to
stockholders of the Company and filed with the Commission. Such
reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should be available for inspection
and copying at the Commission's Regional Offices at Suite 1400,
500 West Madison Street, Chicago, Illinois 60661; and Suite 1300,
7 World Trade Center, New York, New York 10048. Copies can also
be obtained by mail from the Commission at prescribed rates.
Requests should be directed to the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), with respect
to the shares of Common Stock offered hereby. This Prospectus
does not contain all of the information set forth in the
Registration Statement, certain items of which have been omitted
in accordance with the rules and regulations of the Commission.
The omitted information may be inspected and copied, at the
prescribed rates, at the public reference facilities maintained
by the Commission at the addresses set forth above. For further
information with respect to the Company and the shares of Common
Stock, reference is made to the Registration Statement, including
the exhibits thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended
April 29, 1994, and all other reports filed with the Commission
pursuant to the requirements of Section 13(a) or Section 15(d) of
the Exchange Act since that date; and (2) the description of the
Company's Common Stock contained in the Company's Registration
Statement on Form S-4 (Registration No. 33-1336) filed with the
Commission on November 5, 1986, as updated in any amendment or
report filed by the Company for the purpose of updating such
description.
All documents subsequently filed by the Company after the
date of this Prospectus pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of this
offering will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
will be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any
subsequently filed document which is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded will
not, except as so modified or superseded, constitute a part of
this Prospectus.
The Company will provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any and all
of the information that has been incorporated by reference in
this Prospectus, other than exhibits. Requests for such copies
should be made in writing to Judy D. Harrington, Vice President
of Stockholder Relations, Bob Evans Farms, Inc., 3776 South High
Street, Columbus, Ohio 43207, or by telephone at (614) 491-2225.
THE COMPANY
The Company is a Delaware corporation incorporated on
November 4, 1985. The Company and its subsidiaries own and
operate 342 restaurants in 19 states, including Bob Evans
Restaurants, Owens Family Restaurants, "small-town" Bob Evans
Restaurants and Cantina Del Rio Mexican restaurants. The Company
and its subsidiaries also produce fresh and fully cooked sausage
products and fresh, deli-style salads which are distributed
primarily to grocery stores in the Midwest, Southwest and
Southeast. The Company's charcoal products and liquid smoke
flavorings are distributed nationally. The principal executive
office of the Company is located at 3776 South High Street,
Columbus, Ohio 43207. Its telephone number is (614) 491-2225.
Additional information concerning the Company and its business
activities is contained in the incorporated documents, to which
reference is hereby made.
THE PLAN
The following numbered questions and answers set forth the
terms and conditions of the Bob Evans Farms, Inc. Dividend
Reinvestment and Stock Purchase Plan. A list of defined terms
begins on page 19.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record stockholders of
the Company, employees of the Company and its subsidiaries and
other investors with a convenient and economical method of
purchasing shares of the Company's Common Stock. Shares of
Common Stock credited to and held in a Participant's account
under the Plan (a "Plan Account") are referred to as "Plan
Shares." All cash dividends payable on whole or fractional Plan
Shares will be reinvested automatically. The Company reserves
the right to reject any Authorization Form for any reason,
including as required by any state securities law.
Features
2. What are some of the features of the Plan?
- Participants acquire shares of Common Stock automatically by
reinvesting all or a portion of the dividends payable on their
shares of Common Stock and all dividends payable on their Plan
Shares.
- Persons who are not presently stockholders of the Company
may purchase Common Stock and become Participants in the Plan by
making an initial cash investment of at least $50.
- Employees of the Company and its subsidiaries who are not
presently stockholders of the Company may purchase Common Stock
and become Participants in the Plan by making an initial cash
investment of at least $10.
- Participants may purchase additional shares of Common Stock
by making Voluntary Cash Payments of not less than $10 per
payment and not more than $10,000 per calendar month through
check, money order or automatic monthly electronic funds transfer
from a predesignated account with a United States financial
institution.
- Employees of the Company and its subsidiaries may purchase
additional shares of Common Stock through Payroll Deductions.
- Shares purchased under the Plan are held in a Plan Account
for each Participant, relieving such Participant of
responsibility for the safekeeping of stock certificates.
Participants may deposit stock certificates into their Plan
Accounts for credit as shares held under the Plan, free of
charge.
- Participants may direct the Company to transfer all or a
portion of their Plan Shares to the account of another person, at
any time and at no cost to the Participants.
- A statement is mailed to each Participant following each
transaction in the Participant's Plan Account.
- Participants may fully invest their funds under the Plan
because the Plan permits fractional interests in a share, as well
as whole shares, to be credited to a Plan Account.
- Participants may request that their Plan Shares be sold,
subject to certain restrictions.
Eligibility
3. Who is eligible to participate in the Plan?
Any person or entity, whether or not a stockholder of the
Company, is eligible to join the Plan, provided that (a) such
person or entity fulfills the prerequisites for participation
described under "Participation"; (b) such person or entity is a
record stockholder of the Company if such person or entity is a
resident of Alabama, Alaska, Arkansas, Hawaii, Idaho, Iowa,
Kansas, Maine, Montana, Nebraska, New Hampshire, North Dakota,
Oklahoma, Rhode Island, South Dakota, Utah, Vermont or Wyoming;
and (c) in the case of citizens or residents of a country other
than the United States, its territories and possessions,
participation would not violate local laws applicable to the
Company or the Participant.
Administration
4. Who administers the Plan?
The Company administers the Plan, maintains records, sends
statements of account to Participants and performs other duties
relating to the Plan. The Company may resign as "Plan
Administrator" at any time, in which case the Company will
appoint a successor.
5. Who purchases Common Stock under the Plan?
Common Stock for the Plan will be purchased on the open
market by or at the direction of a registered broker-dealer
acting as agent for the Plan Participants (the "Stock Purchasing
Agent"). Neither the Company nor any of its affiliates will
exercise any direct or indirect control or influence over the
times when, the prices at which, or the manner in which, shares
of Common Stock are purchased by the Stock Purchasing Agent. The
Company reserves the right to change the Stock Purchasing Agent
without notice.
Participation
6. How and when may a person join the Plan?
(a) A record stockholder may join the Plan at any time
after being furnished a copy of the Plan prospectus by completing
an Authorization Form and mailing or returning it to:
Bob Evans Farms, Inc.
Attention: Stock Transfer Department
3776 South High Street
Columbus, Ohio 43207
Fax: 614-497-4459
Authorization Forms may be obtained by writing to the same
address or by telephoning: (614) 492-4952.
If the Authorization Form is received on or before a Record
Date, reinvestment of dividends will commence with the first
Common Stock Dividend Payment Date after that Record Date. If
the Authorization Form is received after a Record Date,
reinvestment of dividends will commence on the Common Stock
Dividend Payment Date following the succeeding Record Date. If a
Voluntary Cash Payment is included with the Authorization Form
and both are received one business day before an Investment Date,
the Voluntary Cash Payment will be used by the Stock Purchasing
Agent to purchase shares of Common Stock beginning on the
Investment Date. If received after that time, the Voluntary Cash
Payment will be held and used by the Stock Purchasing Agent to
purchase shares of Common Stock beginning on the next Investment
Date. See Questions 9 and 14.
(b) A beneficial stockholder may join the Plan by first
becoming a stockholder of record of one or more shares by having
beneficially owned shares transferred into his or her own name or
by making an Initial Investment. See paragraph (d) below.
(c) Employees of the Company and its subsidiaries not
presently owning shares may join the Plan at any time after being
furnished a copy of the Plan prospectus, by completing and
returning to the Company (Attention: Stock Transfer Department)
an Authorization Form and making an Initial Investment in the
form of a check or money order in an amount of not less than $10
nor more than $10,000. Employees may also join the Plan by
completing a Payroll Deduction Authorization Form. See Questions
7, 10, 11 and 18.
(d) Persons not presently owning shares of Common Stock may
join the Plan at any time after being furnished a copy of the
Plan prospectus, by completing and returning to the Company
(Attention: Stock Transfer Department) an Authorization Form and
making an Initial Investment in the form of a check or money
order in an amount of not less than $50 nor more than $10,000.
See Questions 7, 10 and 11.
Once in the Plan, a person remains a Participant until
participation is discontinued. See Question 24.
Authorization Forms, Automatic Monthly Deduction Forms and
Payroll Deduction Authorization Forms will be provided upon
request to the Company in writing or by telephone.
7. What does the Authorization Form provide?
The Authorization Form authorizes the Company to enroll a
stockholder in the Plan, to forward dividends on specified shares
and any Voluntary Cash Payments to the Stock Purchasing Agent to
purchase Common Stock, and to cause shares of Common Stock to be
held in the Participant's Plan Account pursuant to the Plan. The
Authorization Form must indicate how the Participant wishes to
participate in the Plan. The following options are available:
(a) Full Dividend Reinvestment and Voluntary Cash Payments.
Dividends on all shares of Common Stock registered in the name of
the Participant are used to purchase additional shares of Common
Stock, as are dividends on all shares which are subsequently
acquired by the Participant and registered in the same name(s).
Dividends on all shares held in the Plan Account are also used to
purchase additional shares of Common Stock. The Participant is
eligible to make Voluntary Cash Payments which will be used to
purchase Common Stock.
(b) Partial Dividend Reinvestment and Voluntary Cash
Payments. Dividends on only the number of shares of Common Stock
specified on the Authorization Form are used to purchase
additional shares of Common Stock. Dividends on all shares held
in the Plan Account are also used to purchase additional shares
of Common Stock. The Participant is eligible to make Voluntary
Cash Payments which will be used to purchase Common Stock.
(c) Voluntary Cash Payments Only. The Company will
continue to pay dividends directly to the Participant on shares
registered in his or her name. Any Voluntary Cash Payments
received and dividends on all shares held in the Plan Account
will be used to purchase additional shares of Common Stock.
Dividends will be reinvested automatically on the shares
designated on the Authorization Form and on all shares in the
Plan Account until the Participant specifies otherwise or
withdraws from the Plan or the Plan is terminated. See Questions
23, 24 and 38.
8. How does a Participant change his or her method of
participation?
A Participant may change his or her method of participation
at any time by completing a new Authorization Form and returning
it to the Company (Attention: Stock Transfer Department).
Changes will become effective at the next Record Date.
Voluntary Cash Payments
9. When and by whom may Voluntary Cash Payments be made?
Voluntary Cash Payments may be made by any Participant at
any time. If received by the Company one business day before an
Investment Date, Voluntary Cash Payments will be invested by the
Stock Purchasing Agent beginning on that Investment Date. No
interest will be paid on Voluntary Cash Payments held pending
investment. The same amount of money need not be sent in each
Voluntary Cash Payment and there is no obligation to make
Voluntary Cash Payments on a regular basis. A Voluntary Cash
Payment may not be less than $10 per payment and may not exceed a
total of $10,000 in any calendar month. Payments of less than
$10 and all amounts in excess of the $10,000 monthly total will
be returned to the Participant.
Voluntary Cash Payments must be in United States dollars,
payable to "Bob Evans Farms, Inc.", and must be good funds for
immediate deposit. Payment may be by check or money order, or by
automatic deduction on a monthly basis from a United States
financial institution account. See Question 18. Amounts
received by the Company one business day before an Investment
Date will be invested by the Stock Purchasing Agent beginning on
that Investment Date. Amounts received after the Investment Date
will be held for purchase of Common Stock by the Stock Purchasing
Agent beginning on the next Investment Date. No interest will be
paid on Voluntary Cash Payments held pending investment. The
investment of a Voluntary Cash Payment may be stopped by
notifying the Company (Attention: Stock Transfer Department) in
writing, provided that the written communication is received by
the Company not later than 48 hours before the Investment Date to
which it applies. However, no refund of a check or money order
will be made until the funds have been actually received by the
Company.
Initial Investments
10. How are Initial Investments made?
Initial Investments must be in an amount of at least $50
($10 in the case of non-stockholder employees of the Company and
its subsidiaries), paid in the form of a check or money order,
and must be included with a completed Authorization Form and
returned to the Company (Attention: Stock Transfer Department)
at the address listed on the Authorization Form.
11. When will Initial Investments be invested?
Initial Investments must be received by the Company one
business day before an Investment Date to be invested by the
Stock Purchasing Agent starting on that Investment Date.
Otherwise, the Initial Investment will be held and invested by
the Stock Purchasing Agent starting on the next Investment Date.
Upon a Participant's written request received by the Company
(Attention: Stock Transfer Department) at least 48 hours prior to
the applicable Investment Date, an Initial Investment will be
returned to the Participant. However, no refund of a check or
money order will be made until the funds have been actually
received by the Company. See Question 14.
Source of Shares--Purchase Prices--Investment Date
12. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will be purchased on the
open market. The Stock Purchasing Agent has full discretion as
to all matters relating to open market purchases of Common Stock,
including determination of the broker or brokers to be used, the
number of shares, if any, to be purchased on any day or at any
time of day, the price paid for such shares, the markets on which
shares are purchased (including on any securities exchange, in
the over-the-counter market or in negotiated transactions) and
the persons (including brokers and dealers) from or through whom
such purchases are made. None of the Company, any affiliate of
the Company or any Participant will have any authority or power
to direct the time or price at which or the manner in which
shares may be purchased, or the selection of the broker or
dealers through or from whom purchases are to be made.
13. What is the Purchase Price of shares purchased under the
Plan?
The Purchase Price of shares purchased on the open market
will be determined from the average purchase price of such
shares.
14. When will shares be purchased under the Plan?
Shares will be purchased by the Stock Purchasing Agent
beginning on the Investment Date, which (i) for Voluntary Cash
Payments and Initial Investments is the 1st and the 15th day of
each month (or the following business day if the 1st or the 15th
is not a business day) except that during a dividend record date
month, the Investment Date will be only the 1st day of the month,
and (ii) for dividends is the Common Stock Dividend Payment Date.
This is true in both cases unless the Common Stock is not traded
on The Nasdaq Stock Market on those days, in which case the
Investment Date will be the next day on which the Company's
Common Stock is traded. Purchases will begin on the Investment
Date and will be completed no later than 30 days from such Date
except where completion at a later date is necessary or advisable
under any applicable securities laws.
For Voluntary Cash Payments and Initial Investments received
one business day before an Investment Date, purchases by the
Stock Purchasing Agent will begin on the Investment Date
immediately following receipt. Otherwise, they will be held for
investment by the Stock Purchasing Agent beginning on the next
Investment Date.
15. How many shares will be purchased?
The number of shares purchased will depend on the amount of
dividends received on the shares the Participant has specified on
his or her Authorization Form, the amount of dividends received
on shares credited to his or her Plan Account, the amount of
Voluntary Cash Payments, if any, the amount of the Initial
Investment, if any, and the price of the shares determined as
provided in Question 13. Each Participant's Plan Account will be
credited with that number of shares, including any fractional
interest in a share, equal to the total amount to be used to
purchase shares for that Participant divided by the Purchase
Price per share paid to acquire shares for that Investment Date.
Neither a Participant nor a person making an Initial
Investment may direct the Stock Purchasing Agent to purchase a
specific number of shares.
Plan Accounts
16. When will shares be credited to Plan Accounts under the
Plan?
Shares will be credited to Plan Accounts as of the day the
Purchase Price for all shares to be purchased has been
determined.
Automatic Monthly Investment
17. What is the Automatic Monthly Investment feature of the Plan
and how does it work?
Participants may make Voluntary Cash Payments of not less
than $10 per payment nor more than a total of $10,000 during a
calendar month by means of a monthly automatic electronic funds
transfer ("Automatic Monthly Investment") from a predesignated
account with a United States financial institution.
To initiate Automatic Monthly Investments, a person must
already be a Participant with a Plan Account and must complete,
sign and return to the Company (Attention: Stock Transfer
Department) an Automatic Monthly Deduction Form with a voided
blank check for the account from which funds are to be drawn.
Automatic Monthly Deduction Forms may be obtained from the
Company. Forms will be processed and will become effective as
promptly as practicable.
Once Automatic Monthly Investment is initiated, funds will
be drawn from the Participant's designated financial institution
account on the second business day preceding the first Investment
Date of each month, and will be invested by the Stock Purchasing
Agent in Common Stock beginning on that Investment Date.
Participants may change the amount of their Automatic
Monthly Investments by completing and submitting to the Company
(Attention: Stock Transfer Department) a new Automatic Monthly
Deduction Form. To be effective with respect to a particular
Investment Date, however, the new Automatic Monthly Deduction
Form must be received by the Company at least ten business days
preceding that Investment Date. Otherwise, the change will be
effective the following month. Participants may terminate their
Automatic Monthly Investments by notifying the Company
(Attention: Stock Transfer Department) in writing.
Payroll Deductions
18. What is the Payroll Deduction feature of the Plan and how
does it work?
Employees of the Company and its subsidiaries may make
Voluntary Cash Payments to their Plan Accounts of not less than
$5 per pay period by means of Payroll Deductions, except that any
employee who has made a hardship withdrawal from the Bob Evans
Farms, Inc. and Affiliates 401K Retirement Plan is prohibited,
for a period of twelve months from the date of the hardship
withdrawal, from participating in the Payroll Deductions and
Voluntary Cash Payments features of the Plan.
To initiate Payroll Deductions, an employee must complete a
Payroll Deduction Authorization Form and return it to the Company
(Attention: Stock Transfer Department). Forms will be processed
and will become effective as promptly as practical.
Once an employee has begun Payroll Deductions, the funds
represented by such Payroll Deductions will be invested as
Voluntary Cash Payments to the employee's Plan Account and
invested as outlined in Question 14 above.
An employee may increase, decrease or cease his or her
Payroll Deductions at any time by giving written notice to the
Company's Payroll Department and by completing a new Payroll
Deduction Authorization Form indicating the changes.
Ceasing Payroll Deductions or terminating employment with
the Company and its subsidiaries WILL NOT terminate a Plan
Account. Dividends will continue to be reinvested and the
Participant may continue to make Voluntary Cash Payments as
outlined in Question 9 above.
Expenses to Participants
19. Are there any expenses to Participants in connection with
participation and purchases under the Plan?
The Company will pay most costs of administering the Plan.
In addition, the Company will pay any brokerage commissions and
service charges related to shares purchased under the Plan.
Participants requesting that the shares of Common Stock credited
to their Plan Accounts be sold on the open market will be
required to pay all brokerage commissions with respect to any
shares of Common Stock sold. The latest schedule of applicable
brokerage commissions may be obtained from the Company.
Transferring Shares--Withdrawing Shares--Terminating
Participation
20. May a Participant assign or transfer to another person all
or a part of his or her shares held under the Plan?
Yes. If a Participant wishes to change the ownership of all
or part of his or her shares held under the Plan through gift,
private sale or otherwise, the Participant may effect the
transfer by mailing a properly completed and executed Transfer of
Stock Form to the Company (Attention: Stock Transfer
Department). Transfers of less than all of a Participant's
shares must be made in whole share amounts. No fraction of a
share may be transferred unless a Participant's entire Plan
Account is transferred. Requests for transfer are subject to the
same requirements as for the transfer of Common Stock
certificates, including the requirements of a Medallion signature
guarantee. Transfer of Stock Forms are available upon request
from the Company.
21. If Plan Shares are transferred to another person, will the
Company issue a stock certificate to the transferee?
No. Shares transferred will continue to be held under the
Plan. A Plan Account will be opened in the name of the
transferee, if he or she is not already a Participant, and the
transferee will automatically be enrolled in the Plan. If the
transferee is not already a Participant, the donor may make a
reinvestment election for the transferee at the time of the gift.
If no reinvestment election is made, all dividends on shares
transferred to the transferee's Plan Account will be reinvested
under the terms of the Plan. The transferee may change the
reinvestment level after the gift has been made as described in
Question 7 above.
22. How will a transferee be advised of his or her ownership?
The transferee will receive a statement showing the number
of shares transferred to, and held in, his or her Plan Account.
23. May a Participant withdraw shares in his or her Plan Account
without terminating participation in the Plan?
A Participant may at any time withdraw any number of whole
shares held in his or her Plan Account, without terminating the
Plan Account, by furnishing a written request to the Company
(Attention: Stock Transfer Department). The request must
indicate the number of whole shares to be withdrawn and must be
signed by all joint owners. A signature guarantee is not
required. A certificate for shares withdrawn will be issued to
the Participant without charge. A certificate for any fractional
interest in a share will not be issued under any circumstances,
and the fractional interest will continue to be held in the
Participant's Plan Account.
Dividends on shares distributed from the Plan may be
reinvested under the Plan by the stockholder. A new
Authorization Form must be completed to cover these shares,
however, unless reinvestment of dividends on all shares of Common
Stock held of record is currently authorized or the total number
of shares held of record, including the distributed shares, is
equal to or less than the number currently authorized.
24. How and when may a Participant terminate participation in
the Plan?
A Participant may terminate participation in the Plan by
notifying the Company (Attention: Stock Transfer Department) in
writing at any time up to a Record Date. Any Voluntary Cash
Payment which had been sent to the Company will be invested
unless return of the amount is expressly requested in the request
for termination and the request is received by the Company at
least 48 hours prior to the Investment Date applicable to that
Voluntary Cash Payment. Within 30 days of receipt of a request
for termination of participation in the Plan, whole shares in the
Participant's Plan Account will be withdrawn and issued in
certificate form as described in Question 23, or at his or her
request, sold by the Company as described in Question 28. A sale
may, but need not, be made by purchase of the Participant's Plan
Shares for the Plan Accounts of other Participants and any such
transaction will be deemed to have been made at the then current
market price on the date of sale. Alternatively, the Plan Shares
may be sold by the Stock Purchasing Agent and the proceeds, less
brokerage commissions, will be remitted to the Participant by the
Company. In every case of termination, the Participant's
interest in a fractional share will be adjusted in cash at the
prevailing market value of the Company's Common Stock at the
time.
25. May a Participant stop reinvestment of dividends on shares
in certificate form and still remain in the Plan?
Yes. A Participant who elects to stop the reinvestment of
dividends paid on shares held in certificate form may leave
shares held under the Plan in his or her Plan Account. Dividends
paid on shares left in the Plan Account will continue to be used
to purchase additional shares. The Participant may also continue
to make Voluntary Cash Payments.
26. What happens in the event of death?
In the event of death, a Participant's Plan Account will
continue and dividends will continue to be reinvested until the
Company receives instructions from the duly authorized
representative of the Participant's estate. Please contact the
Company for additional information and assistance.
27. When may a former Participant rejoin the Plan?
Generally, a former Participant may rejoin the Plan at any
time. However, the Company reserves the right to reject any
Authorization Form from a previous Participant on grounds of
excessive joining and termination. This reservation is intended
to minimize administrative expense and to encourage use of the
Plan as a long-term investment service.
28. Can shares in the Plan Account be sold?
Yes. A Participant may request the Company to cause the
Stock Purchasing Agent to sell any number of shares held in his
or her Plan Account. However, a fractional share will not be
sold unless all shares, including any fractional share held in
the Plan Account, are sold. Sale of shares will be made on the
first Friday after receipt of the sale request unless the request
is received between the ex-dividend payment date and the Common
Stock Dividend Payment Date, at the then prevailing market price.
A request to sell which is received between the ex-dividend
payment date and the Common Stock Dividend Payment Date will be
sold on the first Friday following the Common Stock Dividend
Payment Date, at the then prevailing market price. A request to
sell all shares, whole and fractional, will be considered a
termination of participation in the Plan. Directors or executive
officers of the Company and certain directors or executive
officers of its subsidiaries who are participating, however, are
not permitted to sell shares through the Plan and must withdraw
their shares from their Plan Accounts in order to make a sale.
29. What does it cost to have the Stock Purchasing Agent sell
shares?
If the Stock Purchasing Agent sells the shares, the selling
Participant will be charged for the related brokerage
commissions. The Participant will receive from the Company the
net cash proceeds of the sale after the brokerage commissions are
deducted.
30. Is there any advantage to a Participant in selling shares
through the Plan, rather than requesting certificates and
making an individual sale in the open market?
There may be an advantage in having the Stock Purchasing
Agent sell shares for a Participant, since a share sale request
may be combined with other such requests if there are any at that
time. In that event, the brokerage commissions for all such
transactions will be prorated over all shares sold, and may
result in lower selling costs per share chargeable to the selling
Participants.
SELLING PARTICIPANTS SHOULD BE AWARE THAT THE COMMON STOCK
PRICE MAY FALL DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS
RECEIPT BY THE COMPANY, AND THE ULTIMATE SALE. THIS RISK SHOULD
BE EVALUATED BY THE PARTICIPANT AND IS A RISK TO BE BORNE SOLELY
BY THE PARTICIPANT.
Certificates for Shares--Accounts--Reports--Safekeeping
31. Will certificates be delivered to Participants for shares
purchased?
Certificates for shares purchased under the Plan will not
automatically be delivered to Participants. The Company will
credit the shares to each Participant's Plan Account. The number
of shares in the Plan Account will be shown on the Participant's
statement of account. This procedure protects Participants
against loss, theft or destruction of stock certificates.
Certificates for any number of whole Plan Shares credited to
a Participant's Plan Account will be issued at any time upon a
Participant's written request to:
Bob Evans Farms, Inc.
Attention: Stock Transfer Department
3776 South High Street
Columbus, Ohio 43207
Fax: 614-497-4459
The Company will normally process such requests within two weeks.
Any remaining whole Plan Shares and fractions of a Plan Share
will continue to be held in the Participant's Plan Account.
Certificates for fractions of a Plan Share will not be issued
under any circumstances.
Shares credited to a Participant's Plan Account may not be
pledged. A Participant who wishes to pledge his or her Plan
Shares must request that certificates for the shares be issued in
the Participant's name as described above.
32. In whose name will Plan Accounts be maintained and
certificates registered when issued?
Plan Accounts will be maintained in the name or names of the
Participants. Unless otherwise specified, certificates for
Participants will be registered in the names set forth on the
statement of account. If a Participant wishes to have
certificates issued in any other manner, the Participant should
contact the Company for further instructions.
33. What reports and other information will be sent to
Participants?
After each Common Stock Dividend Payment Date, a Plan
statement of account will be sent to each Participant. A Plan
statement will also be sent after each optional purchase of
shares and after each sale of shares on behalf of a Participant.
Statements will show cumulative transactions for the calendar
year. These statements provide a record of the price of purchase
or sale and should be retained for tax purposes. The Company
will also provide each Participant copies of any amendments to
the Plan and the same communications as any other stockholder,
including annual reports, quarterly reports, notices of annual
meetings, proxy statements and income tax information for
reporting dividends paid and proceeds from Plan Shares sold.
34. May certificates held by Participants be deposited in the
Plan?
Participants may deposit for safekeeping with the Company
certificates for shares of Common Stock now or hereafter
registered in their names for credit under the Plan. There is no
charge for this custodial service and, by making the deposit, a
Participant is relieved of the responsibility for loss, theft or
destruction of the certificate. However, the Participant bears
the risk of loss in sending certificates to the Company.
Therefore, it is recommended that certificates be sent to the
Company by registered mail, return receipt requested and properly
insured. Certificates should not be endorsed. Whenever
certificates are issued to a Participant, either upon request or
upon termination, new, differently numbered certificates will be
issued. Dividends on shares represented by certificates
deposited with the Company will be reinvested.
Other Information
35. How are a Participant's Plan Shares voted?
All Plan Shares are voted in the same manner as shares of
Common Stock registered in a Participant's own name.
Participants will receive proxy materials from the Company for
each stockholder meeting, including a proxy statement and a form
of proxy covering all Plan Shares credited to the Participant's
Plan Account and all shares of Common Stock registered in the
Participant's own name as of the record date for the meeting.
Plan Shares may also be voted in person at the meeting in the
same manner as shares of Common Stock registered in the
Participant's own name.
36. What happens if the Company issues a stock dividend,
declares a stock split or has a rights offering?
Any stock dividends or stock splits with respect to Common
Stock distributed by the Company on shares in a Participant's
Plan Account will be added to that Account. Stock dividends or
split shares distributed on shares of Common Stock not held in
the Plan will be mailed directly to the Participant in the same
manner as to stockholders who are not participating in the Plan.
A Participant's entitlement in a regular rights offering
will be based upon the Participant's total whole share holdings,
including whole shares held in the Plan Account.
37. What is the responsibility of the Company and the Stock
Purchasing Agent under the Plan?
Neither the Company nor the Stock Purchasing Agent (nor any
of their respective agents, representatives, employees, officers
or directors), in administering the Plan, shall be liable for any
act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out
of the failure to terminate a Participant's Plan Account prior to
written notice of termination from the Participant or upon a
Participant's death prior to receipt by the Company of notice in
writing of such death along with the appropriate legal
documentation, or with respect to the prices or times at which
shares of Common Stock are purchased or sold for Participants or
fluctuations in the market value of the Company's Common Stock.
EACH PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY
NOR THE STOCK PURCHASING AGENT CAN INSURE A PROFIT OR PROTECT
AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
38. May the Plan be amended, suspended or terminated?
The Company reserves the right to amend, suspend or
terminate the Plan at any time. To the extent practicable, any
such event will be announced to Participants at least 30 days
prior to its effective date, and any amendment will be deemed to
be accepted by Participants who do not withdraw prior to the
effectiveness of the amendment.
The Company also reserves the right to suspend the Plan,
without notice, for limited periods of time (not to exceed 90
days in any case) during or in anticipation of public offerings
of the Company's Common Stock, or pending the filing by the
Company with the Commission of any report or statement pursuant
to Section 13, 14 or 15(d) of the Exchange Act, or pending any
proposed amendment of or supplement to this Prospectus or to the
Registration Statement of which this Prospectus is a part, or
which may be deemed advisable for any other reason. If any such
suspension continues for longer than 15 days, the Company will
promptly return any monies received from Participants but not
applied and will advise Participants when such suspension is
terminated.
If the Plan is terminated, each Participant will receive
(1) a certificate for all whole Plan Shares in the Participant's
Plan Account or a book entry position if then being utilized,
(2) a check representing the market value of any fractional Plan
Share in the Participant's Plan Account and (3) any uninvested
Voluntary Cash Payments held in the Participant's Plan Account.
Definitions
The following terms are used in the questions and answers
that describe the Plan.
"Authorization Form" means the form used to indicate
election to participate in the Plan. It may be obtained from the
Company. Question 7.
"Automatic Monthly Investment" means an amount of not less
than $10 per month nor more than a total of $10,000 per calendar
month by means of a monthly automatic electronic funds transfer
from a predesignated account with a United States financial
institution to the Company for purchase of shares of Common Stock
under the Plan. Question 17.
"Automatic Monthly Deduction Form" means the form used by a
Participant to initiate Automatic Monthly Investments. It may be
obtained from the Company. Question 17.
"Common Stock" means the Company's Common Stock, $0.01 par
value.
"Common Stock Dividend Payment Date" means the date
established by the Company's Board of Directors on which a Common
Stock dividend is payable, usually March 1, June 1, September 1,
and December 1. Question 14.
"Company" means Bob Evans Farms, Inc.
"Initial Investment" means a payment of at least $50 and not
more than $10,000 by a person that is not a stockholder of record
(a payment of at least $10 and not more than $10,000 in the case
of a non-stockholder employee) to purchase Common Stock and
become a Participant. Question 10.
"Investment Date" means the 1st and the 15th day of each
month (or the following business day if the 1st or the 15th is
not a business day) and each Common Stock Dividend Payment Date,
provided that if the Common Stock is not traded on The Nasdaq
Stock Market on that day, the next day that it is traded.
Question 14.
"Participant" means a person or entity that has joined the
Plan and for whom a Plan Account has been established. Question
3.
"Payroll Deduction Authorization Form" means the form used
to indicate election by an employee of the Company or of one of
its subsidiaries to make Payroll Deductions. It may be obtained
from the Company. Question 18.
"Payroll Deductions" means Voluntary Cash Payments made by
employees of the Company and its subsidiaries to their Plan
Accounts by means of payroll deductions of not less than $5 per
pay period. Question 18.
"Plan" means the Bob Evans Farms, Inc. Dividend Reinvestment
and Stock Purchase Plan.
"Plan Account" means an account maintained for a Participant
by the Company. Question 1.
"Plan Shares" means shares of Common Stock credited to and
held in a Plan Account. Question 1.
"Purchase Price" means the average price paid to purchase
shares of Common Stock on the open market. Question 13.
"Record Date" means the date established by the Company's
Board of Directors for determination of ownership of shares of
Common Stock for payment of dividends. Question 6.
"Stock Purchasing Agent" means the registered broker-dealer
which will purchase Common Stock for the Plan on the open market.
The Stock Purchasing Agent must qualify as an "agent independent
of the issuer" for purposes of Rule 10b-18 promulgated under the
Exchange Act.
"Transfer of Stock Form" means the form used by a
Participant to make a gift or transfer. It may be obtained from
the Company. Question 20.
"Voluntary Cash Payment" means a cash payment of not less
than $10 per payment and not more than a total of $10,000 per
calendar month made by check or money order to the Company for
the purchase of shares of Common Stock under the Plan. Question
9.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of some of the principal
federal income tax considerations applicable as of the date of
this Prospectus to participation in the Plan.
In general, Participants in the Plan will have the same
federal income tax consequences with respect to dividends as
stockholders not participating in the Plan. A Participant will
be treated for federal income tax purposes as having received on
each Common Stock Dividend Payment Date a dividend equal to the
full amount of the cash dividends payable on both the shares
registered in the Participant's own name and the Participant's
Plan Shares, even though the amount of dividends reinvested is
not actually received in cash but instead is applied to the
purchase of Common Stock for the Participant's Plan Account. In
addition, the Internal Revenue Service has ruled that the amount
of brokerage commissions paid by the Company on a Participant's
behalf is to be treated as a distribution to the Participant
which is subject to income tax in the same manner as dividends.
The sum of those amounts becomes the Participant's cost basis for
those shares of Common Stock.
Each employee of the Company and its subsidiaries who
purchases shares of Common Stock through Payroll Deductions will
recognize the same amount of compensation income (wages) for
federal income tax purposes as such employee would have
recognized had he or she not purchased Common Stock through
Payroll Deductions, even though the amount of Payroll Deductions
is not paid to the employee in cash but instead is applied to the
purchase of Common Stock for the employee's Plan Account.
A Participant who makes an Initial Investment or a Voluntary
Cash Payment to the Plan is not treated for federal income tax
purposes as having received income by virtue of the purchase of
Common Stock with the Initial Investment or Voluntary Cash
Payment. The Participant's cost basis in any shares purchased
with Initial Investments or Voluntary Cash Payments will be the
cost of the shares, including any brokerage commissions paid by
the Company on the Participant's behalf.
Each statement of account (see Question 33) will show the
price per share to the Participant of Common Stock purchased with
reinvested dividends, Initial Investments and Voluntary Cash
Payments. That price, which will include the brokerage
commissions paid by the Company on behalf of the Participant on
Plan purchases of Common Stock, is the federal income tax cost
basis to the Participant of Common Stock acquired under the Plan.
The statement of account also will show the date on which Common
Stock purchased under the Plan was credited to the Participant's
Plan Account. A Participant's holding period for Common Stock
purchased under the Plan generally will begin on the date
following the date on which Common Stock is credited to the
Participant's Plan Account.
Information forms (Forms 1099-DIV) will be mailed to Plan
Participants each year and will set forth the taxable dividends
and brokerage commissions reportable for federal income tax
purposes. These dividends and brokerage commissions must be
reported on the Participant's federal income tax return.
Reinvested dividends are not subject to withholding unless
(a) a Participant fails to give the Participant's Social Security
or Tax Identification Number to the Company, (b) the Internal
Revenue Service notifies the Company that the Participant is
subject to tax withholding, or (c) the Participant fails to
certify, under penalties of perjury, that the Participant is not
subject to backup withholding if such certification is required.
If a Participant is a stockholder whose dividends are subject to
tax withholding, the Company will apply toward the purchase of
Plan Shares an amount equal to the dividends being reinvested
less the amount of tax required to be withheld. The
Participant's statement of account will indicate the amount of
tax withheld.
A Participant will not recognize any taxable income upon
receipt of a certificate for whole shares of Common Stock
credited to the Participant's Plan Account, whether upon request
for such a certificate, upon the Participant's termination of a
Plan Account or upon termination of the Plan. However, a
Participant may recognize a gain or loss upon receipt of a cash
payment for whole shares or a fractional share credited to a Plan
Account when that account is terminated by the Participant, when
shares credited to the Plan Account are sold or when the Plan is
terminated. A gain or loss may also be recognized upon a
Participant's disposition of Common Stock received from the Plan.
The amount of any such gain or loss will be the difference
between the amount received for the whole or fractional shares
and the cost basis of the shares. Generally, gain or loss
recognized on the disposition of Common Stock acquired under the
Plan will be treated for federal income tax purposes as a capital
gain or loss.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH
SPECIFIC REFERENCE TO THEIR OWN TAX SITUATIONS AND POTENTIAL
CHANGES IN THE APPLICABLE LAW AS TO ALL FEDERAL, STATE, LOCAL,
FOREIGN AND OTHER TAX MATTERS IN CONNECTION WITH THE REINVESTMENT
OF DIVIDENDS AND PURCHASES OF COMMON STOCK UNDER THE PLAN, THE
PARTICIPANT'S COST BASIS AND HOLDING PERIOD FOR COMMON STOCK
ACQUIRED UNDER THE PLAN AND THE CHARACTER, AMOUNT AND TAX
TREATMENT OF ANY GAIN OR LOSS REALIZED ON THE DISPOSITION OF
COMMON STOCK.
INDEMNIFICATION
Article ELEVENTH of the Certificate of Incorporation, as
amended, of the Company limits the liability of directors to the
extent permitted by the General Corporation Law of Delaware.
Article ELEVENTH provides that no director or former director of
the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director except in the instance of (i) a breach of the
director's duty of loyalty to the Company or its stockholders,
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) the
paying of a dividend or the approving of a stock repurchase or
redemption which is illegal under Delaware General Corporation
Law, or (iv) any transaction from which the director derives an
improper personal benefit.
Section 7 of Article VII of the By-Laws of the Company
provides that the Company shall indemnify its officers,
directors, employees and agents to the extent permitted by the
General Corporation Law of Delaware. Under Section 145 of the
Delaware General Corporation Law, directors, officers and other
employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company - a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in, or not opposed to,
the best interests of the Company, and, regarding any criminal
action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such actions. The
Delaware General Corporation Law requires court approval before
there can be any indemnification where the person seeking
indemnification has been found liable to the Company. To the
extent that a person otherwise eligible to be indemnified is
successful on the merits of any claim or defense described above,
indemnification for expenses (including attorneys' fees) is
mandated by the Delaware General Corporation Law. Advancement of
such expenses (i.e., payment prior to a determination on the
merits) is permissive only and such person must repay such
expenses if it is ultimately determined that he or she is not
entitled to indemnification.
The Company has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities
which might be incurred by them in such capacity.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.
USE OF PROCEEDS
Shares of Common Stock to be acquired by Participants under
the Plan will be provided through open-market purchases and the
Company will not receive any proceeds therefrom.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Vorys, Sater, Seymour and Pease,
52 East Gay Street, Columbus, Ohio 43215. G. Robert Lucas II, a
director of the Company, is a partner in such firm. As of
March 14, 1995, members of Vorys, Sater, Seymour and Pease and
attorneys employed thereby, together with members of their
immediate families, beneficially owned an aggregate of
approximately 9,800 shares of Common Stock.
EXPERTS
The consolidated financial statements and the related
financial statement schedules of the Company and its subsidiaries
as of April 29, 1994 and April 30, 1993 and for each of the years
in the three-year period ended April 29, 1994, incorporated by
reference in this Prospectus and in the Registration Statement,
have been incorporated in this Prospectus and in the Registration
Statement in reliance upon the report of Ernst & Young,
independent certified public accountants, given upon the
authority of that firm as experts in accounting and auditing.
TABLE OF
CONTENTS
Page
AVAILABLE INFORMATION 2
DOCUMENTS INCORPORATED BY REFERENCE 2
THE COMPANY 3
THE PLAN 4
PURPOSE 4
FEATURES 4
ELIGIBILITY 5
ADMINISTRATION 5
PARTICIPATION 6
VOLUNTARY CASH PAYMENTS 8
INITIAL INVESTMENTS 9
SOURCE OF SHARES--PURCHASE PRICES--INVESTMENT DATE 9
PLAN ACCOUNTS 11
AUTOMATIC MONTHLY INVESTMENT 11
PAYROLL DEDUCTIONS 12
EXPENSES TO PARTICIPANTS 12
TRANSFERRING SHARES--WITHDRAWING SHARES--TERMINATING
PARTICIPATION 13
CERTIFICATES FOR SHARES--ACCOUNTS--REPORTS--SAFEKEEPING 16
OTHER INFORMATION 18
DEFINITIONS 19
FEDERAL INCOME TAX CONSEQUENCES 21
INDEMNIFICATION 23
USE OF PROCEEDS 24
LEGAL MATTERS 24
EXPERTS 25
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
AFTER ITS DATE OR THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS
OR AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses in con
nection with the issuance and distribution of the securities to
be registered, all of which will be borne by the Company:
Securities and Exchange Commission
registration fee $ 7,156
State securities registration
fees $ 750*
Printing expenses $25,000*
Legal fees and expenses $11,000*
Accounting fees $ 4,000*
Miscellaneous expenses $ 2,000*
________
Total $49,906*
____________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Article ELEVENTH of the Certificate of Incorporation,
as amended, of the Company limits the liability of directors to
the extent permitted by the General Corporation Law of Delaware.
Article ELEVENTH provides:
No director or former director of this
Company shall be personally liable to this
Company or its stockholders for monetary
damages for breach of fiduciary duty as a
director, provided that this provision shall
not eliminate or limit the liability of a
director (i) for any breach of the director's
duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not
in good faith or which involve intentional
misconduct or a knowing violation of the law,
(iii) under Section 174 of the Delaware
General Corporation Law, which deals with the
paying of a dividend or the approving of a
stock repurchase or redemption which is
illegal under Delaware General Corporation
Law, or (iv) for any transaction from which
the director derives an improper personal
benefit.
Section 102(b)(7) of the Delaware General Corporation
Law permits the Company to include a provision in its Certificate
of Incorporation eliminating or limiting the personal liability
of a director to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director, provided
that such provision shall not eliminate or limit the liability of
a director (i) for any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.
Section 7 of Article VII of the By-Laws of the Company
provides that the Company shall indemnify its officers,
directors, employees and agents to the extent permitted by the
General Corporation Law of Delaware. Section 145 of the Delaware
General Corporation Law governs indemnification by a corporation
and provides as follows:
(a) A corporation may indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo con
tendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in
or not opposed to the best interests of the
corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his
conduct was unlawful.
(b) A corporation may indemnify any person who
was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation
unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall
deem proper.
(c) To the extent that a director, officer,
employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue
or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and
(b) of this section (unless ordered by a court) shall
be made by the corporation only as authorized in the
specific case upon a determination that indemnification
of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made
(1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil,
criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any,
as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other
subsections of this section shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall have power to purchase
and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture,
trust or other enterprise against any liability
asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether
or not the corporation would have the power to
indemnify him against such liability under this
section.
(h) For purposes of this section, references to
"the corporation" shall include, in addition to the
resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate
existence had continued, would have had power and
authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a
director, officer, employee or agent of such
constituent corporation, or is or was serving at the
request of such constituent corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section
with respect to the resulting or surviving corporation
as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to
"other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request
of the corporation" shall include any service as a
director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to
an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and
in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the
corporation" as referred to in this section.
(j) The indemnification and advancement of
expenses provided by, or granted pursuant to, this
section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and
administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under
this section or under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The
Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees).
The Company has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.
Item 16. Exhibits.
The exhibits filed pursuant to this Item immediately
follow the Index to Exhibits beginning at page II-10 (page 38 as
sequentially numbered).
Exhibit Number Description
4(a) Certificate of Incorpora
tion of the Company (in
particular, Articles
FOURTH, TENTH, TWELFTH
and THIRTEENTH)
4(b) Certificate of Amendment
of Certificate of
Incorporation of the
Company dated August 26,
1987
4(c) Certificate of Adoption
of Amendment to
Certificate of
Incorporation of the
Company dated August 9,
1993
4(d) By-Laws of the Company
(in particular, Sections
5 and 8 of Article II,
Sections 1 and 14 of
Article IV and Article
VIII)
5 Opinion of Vorys, Sater,
Seymour and Pease,
counsel to Bob Evans
Farms, Inc.
23(a) Consent of Ernst & Young
23(b) Consent of Vorys, Sater,
Seymour and Pease,
counsel to Bob Evans
Farms, Inc.
24 Powers of Attorney
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 15, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precendent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Columbus, State of Ohio, on the 4th day of April, 1995.
BOB EVANS FARMS, INC.
By:__/s/ Daniel E. Evans __________
Daniel E. Evans, Chairman of the
Board (Principal Executive
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel E. Evans
and Donald J. Radkoski, and each of them, as his/her true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any and all
future amendments to this Registration Statement and documents
related thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities
and Exchange Commission and The Nasdaq Stock Market, granting
unto each of said attorneys-in-fact and agents, and substitute or
substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel E. Evans Chairman of the April 4, 1995
Daniel E. Evans Board, Chief
Executive Officer,
Secretary and
Director
(Principal
Executive Officer)
/s/ Larry C. Corbin Director April 4, 1995
Larry C. Corbin
/s/ J. Tim Evans Director April 4, 1995
J. Tim Evans
/s/ Daniel A. Fronk Director April 4, 1995
Daniel A. Fronk
/s/ Cheryl L. Krueger Director April 4, 1995
Cheryl L. Krueger
/s/ G. Robert Lucas II Director April 4, 1995
G. Robert Lucas II
/s/ Stewart K. Owens Director April 4, 1995
Stewart K. Owens
/s/ Robert E. H. Rabold Director April 4, 1995
Robert E. H. Rabold
/s/ Robert S. Wood Director April 4, 1995
Robert S. Wood
/s/ Donald J. Radkoski Group Vice April 4, 1995
Donald J. Radkoski President -
Finance Group and
Treasurer (Chief
Financial Officer and Chief
Accounting Officer)
INDEX TO EXHIBITS
Exhibit No. Description Page No.
4(a) Certificate of Incor- Incorporated
poration of Bob herein by
Evans Farms, Inc. reference to the
(in particular, Annual Report on
Articles FOURTH, Form 10-K for the
TENTH, TWELFTH AND fiscal year ended
THIRTEENTH) April 24, 1987 of
Bob Evans Farms,
Inc. (File No. 0-
1667 [Exhibit 3(a)]
4(b) Certificate of Amend- Incorporated
ment of Certificate herein by
of Incorporation of reference to the
Bob Evans Farms, Annual Report on
Inc. dated Form 10-K for the
August 26, 1987 fiscal year ended
April 28, 1989 of
Bob Evans Farms,
Inc. (File No. 0-
1667) [Exhibit 3(b)]
4(c) Certificate of Adop- Incorporated
tion of Amendment to herein by
Certificate of Incor reference to the
poration of Bob Annual Report on
Evans Farms, Inc. Form 10-K for the
dated August 9, 1993 fiscal year ended
April 29, 1994 of
Bob Evans Farms,
Inc. (File No. 0-
1667) [Exhibit 3(c)]
4(d) By-Laws of Bob Evans Incorporated
Farms, Inc. (in par herein by
ticular, Sections 5 reference to the
and 8 of Article II, Annual Report on
Sections 1 and 14 of Form 10-K for the
Article III and fiscal year ended
Article VIII) April 24, 1987 of
Bob Evans Farms,
Inc. (File No. 0-
1667) [Exhibit 3(b)]
5 Opinion of Vorys, Pages 40 and 41
Sater, Seymour and
Pease, counsel to
Bob Evans Farms, Inc.
23(a) Consent of Ernst & Page 42
Young
23(b) Consent of Vorys, Filed as part of
Sater, Seymour and Exhibit 5
Pease, counsel to
Bob Evans Farms, Inc.
24 Powers of Attorney Pages II-8 and II-
9 (Pages 36 and 37
as sequentially
numbered)
(614) 464-6400
April 5, 1995
Bob Evans Farms, Inc.
3776 South High Street
Columbus, OH 43207-0863
Gentlemen and Ladies:
We have acted as counsel for Bob Evans Farms, Inc., a
Delaware corporation (the "Company"), in connection with the
proceedings taken and proposed to be taken in connection with the
institution of the Bob Evans Farms, Inc. Dividend Reinvestment
and Stock Purchase Plan (the "Plan") and the sale of shares of
Common Stock, $0.01 par value (the "Common Shares"), of the
Company pursuant to the Plan as described in the Registration
Statement on Form S-3 (the "Form S-3") to be filed with the
Securities and Exchange Commission on April 5, 1995. The purpose
of the Form S-3 is to register 1,000,000 Common Shares reserved
for issuance under the Plan pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
In connection with this opinion, we have examined an
original or a copy of, and have relied upon the accuracy of,
without independent verification or investigation: (a) the
Form S-3; and (b) certain proceedings of the Company's Board of
Directors. We have also relied upon such other representations
of the Company and officers of the Company and such authorities
of law as we have deemed relevant as a basis for this opinion.
In our examinations and in rendering this opinion, we
have assumed, without independent investigation or examination,
(a) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of such originals of
such latter documents; (b) the due completion, execution and
acknowledgment as indicated thereon and delivery of all docu
ments; and (c) compliance with applicable federal and state
securities laws. We have relied solely upon the examinations and
inquiries recited herein, and we have not undertaken any
independent investigation to determine the existence or absence
of any facts, and no inference as to our knowledge concerning
such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date
hereof, we are of the opinion that the 1,000,000 Common Shares of
the Company to be delivered upon payment therefor in the manner
and under the terms provided in the Plan and in the Form S-3
(when it becomes effective) will, when sold, be validly issued,
fully paid and non-assessable.
This opinion is limited to the federal laws of the
United States and to the laws of the State of Delaware having
effect as of the date hereof. This opinion is furnished by us
solely for the benefit of the Company in connection with the
offering of the Common Shares pursuant to the Plan and the filing
of the Form S-3 and any amendments thereto. This opinion may not
be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing
of this opinion as an exhibit to the Form S-3 and to the
reference to us in the Form S-3 under the caption "LEGAL
MATTERS."
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
Exhibit 23(a)
Consent of Ernst & Young, Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-3) and the related Prospectus
pertaining to the registration of 1,000,000 shares of common
stock pursuant to the Bob Evans Farms, Inc. Dividend Reinvestment
and Stock Purchase Plan of our report dated May 27, 1994, with
respect to the consolidated financial statements of Bob Evans
Farms, Inc. incorporated by reference in its Annual Report on
Form 10-K for the year ended April 29, 1994, and the related
financial statement schedules included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG
Columbus, Ohio
April 5, 1995
