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PROSPECTUS
BOB EVANS FARMS, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
1,000,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
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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 May
15, 1995, on The Nasdaq Stock Market was $21.00.
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.
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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.
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The date of this Prospectus is May 24, 1995
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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; (2) the Company's amendment on Form
10-K/A filed with the Commission on May 16, 1995, with respect to the Annual
Report on Form 10-K for the fiscal year ended April 29, 1994; (3) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 1994; (4)
the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October
28, 1994; (5) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended January 27, 1995; (6) the Company's amendment on Form 10-Q/A filed with
the Commission on May 16, 1995, with respect to the Quarterly Report on Form
10-Q for the fiscal quarter ended January 27, 1995; and (7) 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.
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THE COMPANY
The Company is a Delaware corporation incorporated on November 4, 1985. The
Company and its subsidiaries own and operate 354 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 14.
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
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 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.
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- 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
their respective Plan Accounts 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. The Company believes
that there are no material risks to the Participants in the Plan which result
from the Company rather than a registered broker-dealer or a federally insured
financial institution serving as Plan Administrator.
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.
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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.
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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
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Question 18. All Voluntary Cash Payments received by the Company will be
transmitted to a segregated escrow account maintained for the benefit of Plan
Participants at a bank by the opening of business on the next business day if
received before noon on a particular day and by noon of the next business day if
received after noon on a particular day. 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. All Initial Investments received by
the Company will be transmitted to a segregated escrow account maintained for
the benefit of Plan Participants at a bank by the opening of business on the
next business day if received before noon on a particular day and by noon of the
next business day if received after noon on a particular day.
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 dealer through or from whom
purchases are to be made.
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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. In
any event, monies representing Voluntary Cash Payments, Initial Investments or
dividends, as appropriate, to be invested on behalf of a Participant will be
returned to the Participant if shares have not been purchased: (a) within 35
days of receipt of Voluntary Cash Payments or Initial Investments or (b) within
30 days of the applicable Common Stock Dividend Payment Date for dividend
reinvestments. No interest will be paid on Voluntary Cash Payments, Initial
Investments or dividends so returned to Participants.
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.
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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 Initial Investments, 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.
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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
requirement 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 within 30
days of the Company's
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receipt of the request therefor from the Participant. 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
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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 Plan 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.
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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 for the Plan 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 statement of Plan Account
will be sent to each Participant. A Plan Account 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.
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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.
Notwithstanding the foregoing, liability will not be so limited for violations
of the federal securities laws.
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 return to Participants, within 5 business days of the determination that a
suspension will continue for longer than 15 days, any monies received from
Participants but not applied. In any event, monies representing Voluntary Cash
Payments, Initial Investments or dividends, as appropriate, to be invested on
behalf of Participants will be returned to Participants if shares have not been
purchased: (a) within 35 days of receipt of Voluntary Cash Payments or Initial
Investments or (b) within 30 days of the applicable Common Stock Dividend
Payment Date for dividend reinvestments. No interest will be paid on any monies
so returned to Participants. The Company will advise Participants when a
suspension of the Plan 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.
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"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.
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"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 Plan 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 Plan
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.
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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 Plan 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
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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.
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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.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
AVAILABLE INFORMATION............................ 2
DOCUMENTS INCORPORATED BY REFERENCE.............. 2
THE COMPANY...................................... 3
THE PLAN......................................... 3
Purpose........................................ 3
Features....................................... 3
Eligibility.................................... 4
Administration................................. 4
Participation.................................. 5
Voluntary Cash Payments........................ 6
Initial Investments............................ 7
Source of Shares -- Purchase Prices --
Investment Date............................... 7
Plan Accounts.................................. 8
Automatic Monthly Investment................... 9
Payroll Deductions............................. 9
Expenses to Participants....................... 10
Transferring Shares -- Withdrawing Shares --
Terminating Participation..................... 10
Certificates for Shares -- Accounts -- Reports
-- Safekeeping................................ 12
Other Information.............................. 13
Definitions.................................... 14
FEDERAL INCOME TAX CONSEQUENCES.................. 16
INDEMNIFICATION.................................. 17
USE OF PROCEEDS.................................. 18
LEGAL MATTERS.................................... 18
EXPERTS.......................................... 18
</TABLE>
BOB EVANS FARMS, INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
1,000,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
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PROSPECTUS
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MAY 24, 1995
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