As filed with the Securities and Exchange Commission on May 24, 1995
Registration No. 33-58443
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
PRE-EFFECTIVE AMENDMENT NO. 2 TO 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]
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
The exhibits filed pursuant to this Item immediately
follow the Index to Exhibits beginning at page II-4 (page 5 as
sequentially numbered).
Exhibit No. Description
4(a) Certificate of Incor-
poration of Bob Evans
Farms, Inc. (in par-
ticular, Articles
FOURTH, TENTH, TWELFTH
and THIRTEENTH)
4(b) Certificate of Amend-
ment of Certificate of
Incorporation of Bob
Evans Farms, Inc.,
dated August 26, 1987
4(c) Certificate of Adoption
of Amendment to
Certificate of Incor-
poration of Bob Evans
Farms, Inc., dated
August 9, 1993
4(d) By-Laws of Bob Evans
Farms, Inc. (in par-
ticular, Sections 5 and
8 of Article II,
Sections 1 and 14 of
Article III 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
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 Pre-Effective Amendment No. 2 to
Form S-3 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus,
State of Ohio, on the 24th day of May, 1995.
BOB EVANS FARMS, INC.
By: /s/ Daniel E. Evans
Daniel E. Evans, Chairman of the
Board (Principal Executive
Officer)
Pursuant to the requirements of the Securities Act of 1933,
this Pre-Effective Amendment No. 2 to Form S-3 Registration
Statement has been signed by the following persons in the
capacities indicated on May 24, 1995.
Signature Title
Daniel E. Evans*_________ Chairman of the Board, Chief
Daniel E. Evans Executive Officer, Secretary
and Director (Principal
Executive Officer)
Larry C. Corbin * Director
Larry C. Corbin
J. Tim Evans * Director
J. Tim Evans
Daniel A. Fronk * Director
Daniel A. Fronk
Cheryl L. Krueger * Director
Cheryl L. Krueger
G. Robert Lucas II * Director
G. Robert Lucas II
Stewart K. Owens * Director
Stewart K. Owens
Robert E. H. Rabold * Director
Robert E. H. Rabold
Robert S. Wood * Director
Robert S. Wood
Donald J. Radkoski * Group Vice President - Finance
Donald J. Radkoski Group and Treasurer (Chief
Financial Officer and Chief
Accounting Officer)
______________________
* By Power of Attorney
/s/ Daniel E. Evans
Daniel E. Evans
(Attorney-in-Fact)
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, Incorporated
Sater, Seymour and herein by
Pease, counsel to reference to the
Bob Evans Farms, Registration State
Inc. ment on Form S-3
(Registration No.
33-58443) of Bob
Evans Farms, Inc.,
filed on April 5,
1995 [Exhibit 5]
23(a) Consent of Ernst & Page 7
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 Incorporated
herein by
reference to the
Registration
Statement on Form
S-3 (Registration
No. 33-58443) of
Bob Evans Farms,
Inc., filed on
April 5, 1995
[Exhibit 24]
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 LLP
Columbus, Ohio
May 24, 1995
