SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)
or ss.240.14a-12
Bob Evans Farms, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _________
(2) Form, Schedule or Registration Statement No.: _________
(3) Filing Party: _________
(4) Date Filed: _________
<PAGE>
Bob Evans Farms, Inc.
P.O. Box 07863
Columbus, Ohio 43207
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Columbus, Ohio
Aug. 2, 1996
To the Stockholders of
Bob Evans Farms, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of Bob Evans Farms, Inc. (the "Company") will be held at The
Shelter House, Bob Evans Farm, Rio Grande, Ohio (approximately 12 miles north
of Gallipolis, Ohio, on State Route No. 588) on Monday, Sept. 9, 1996, at 4:00
p.m., Eastern Daylight Time, for the following purposes:
(1) To elect three directors to serve for terms of three years each.
(2) To consider the reports to be laid before the Annual Meeting or any
adjournment(s) thereof.
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment(s) thereof.
There will be a social hour beginning at 3:00 p.m., Eastern Daylight Time,
when soft drinks and sandwiches will be served. We are hoping you will take
this opportunity to become acquainted with the officers and directors of your
Company.
Stockholders of record at the close of business on July 12, 1996, will be
entitled to receive notice of and to vote at the Annual Meeting and any
adjournment(s) thereof.
A list of the stockholders entitled to vote at the Annual Meeting will be
available for inspection by any stockholder, for any purpose germane to the
Annual Meeting, during ordinary business hours, at the offices of the Company,
3776 South High Street, Columbus, Ohio 43207, from Aug. 30, 1996, until the
Annual Meeting.
By Order of the Board of Directors,
Daniel E. Evans
Chairman of the Board and
Chief Executive Officer
<PAGE>
Bob Evans Farms, Inc.
P.O. Box 07863
Columbus, Ohio 43207
(614) 491-2225
Aug. 2, 1996
PROXY STATEMENT
This proxy statement and the accompanying proxy are being mailed on or about
Aug. 2, 1996, to all stockholders of Bob Evans Farms, Inc. (the "Company") of
record at the close of business on July 12, 1996, in connection with the
solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders (the "Annual Meeting") scheduled to be held
on Monday, Sept. 9, 1996, or at any adjournment(s) thereof. The Annual Meeting
will be held at 4:00 p.m., Eastern Daylight Time, at The Shelter House, Bob
Evans Farm, Rio Grande, Ohio (approximately 12 miles north of Gallipolis,
Ohio, on State Route No. 588).
A proxy for use at the Annual Meeting accompanies this Proxy Statement and is
solicited by the Board of Directors of the Company. Stockholders of the
Company may use their proxies if they are unable to attend the Annual Meeting
in person or wish to have their shares of Common Stock, par value $.01 per
share (the "Common Shares"), voted by proxy even if they do attend the Annual
Meeting. Without affecting any vote previously taken, any stockholder
executing a proxy may revoke it at any time before it is voted by filing with
the Secretary of the Company, at the address of the Company set forth on the
cover page of this Proxy Statement, written notice of such revocation; by
executing a later-dated proxy which is received by the Company prior to the
Annual Meeting; or by attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will not, in and of
itself, constitute revocation of a proxy.
The Company will bear the costs of preparing and mailing this Proxy Statement,
the accompanying proxy and any other related materials and all other costs
incurred in connection with the solicitation of proxies on behalf of the Board
of Directors. Officers and employees of the Company may solicit proxies by
further mailing, by telephone or by personal contact without receiving any
additional compensation therefor. The Company will also pay the standard
charges and expenses of brokerage houses, voting trustees, banks, associations
and other custodians, nominees and fiduciaries, who are record holders of
Common Shares of the Company not beneficially owned by them, for forwarding
such materials to, and obtaining proxies from, the beneficial owners of such
Common Shares.
The Annual Report of the Company for the fiscal year ended April 26, 1996 (the
"1996 fiscal year"), including financial statements, is enclosed with this
Proxy Statement.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on July 12, 1996, are
entitled to receive notice of, and to vote at, the Annual Meeting or any
adjournment(s) thereof. At July 12, 1996, the Company had outstanding
42,235,163 Common Shares entitled to vote at the Annual Meeting. Each Common
Share entitles the holder thereof to one vote upon each matter to be voted
upon by stockholders at the Annual Meeting.
Under the rules of the Securities and Exchange Commission (the "SEC"), boxes
and a designated blank space are provided on the form of proxy for
stockholders to mark if they wish to withhold authority to vote for one or
more nominees for election as a director of the Company. In accordance with
Delaware law and the Company's By-Laws, Common Shares as to which the
authority to vote is withheld will be counted for quorum purposes but will not
be counted toward the election of directors or toward the election of the
individual nominees specified on the form of proxy. The election of directors
is considered a "discretionary" item upon which brokerage firms may vote in
their discretion on behalf of their clients if such clients have not furnished
voting instructions by the 10th day before the Annual Meeting.
The following table sets forth certain information with respect to the only
person known to the Company to be the beneficial owner of more than five
percent (5%) of the outstanding Common Shares of the Company.
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class (1)
- ------------------- ----------------------- --------------------
Thompson, Siegel &
Walmsley, Inc. 2,117,983 (2) 5%
5000 Monument Avenue
Richmond, Virginia 23230
- --------------------------------
(1) The percent of class is based upon 42,235,163 Common Shares outstanding
on July 12, 1996.
(2) Based on information contained in filings with the SEC (the latest of
which is dated Feb. 7, 1996), Thompson, Siegel & Walmsley, Inc., ("TSW")
a registered investment adviser, beneficially owns 2,117,983 Common
Shares, of which TSW has sole voting power over 1,474,377 Common Shares,
shared voting power over 262,368 Common Shares and sole investment power
over 2,117,983 Common Shares.
The following table on the top of page 3 sets forth certain information with
respect to the Company's Common Shares beneficially owned by each of the
nominees for election as a director of the Company, by each of the continuing
directors of the Company, by each of the executive officers of the Company
named in the Summary Compensation Table and by all directors and executive
officers of the Company as a group, as of July 12, 1996:
<PAGE>
<TABLE>
Amount and Nature of Beneficial Ownership (1)
-----------------------------------------------------------
Common Shares Which
Can be Acquired
Name of Beneficial Upon Exercise of
Owner or Number of Common Shares Options Exercisable Percent of
Persons in Group Presently Held Within 60 Days Total Class (2)
- ---------------------- ---------------- --------------------- ----- -----------
<S> <C> <C> <C> <C>
Larry C. Corbin(3) ............ 35,295 5,280 40,575 (4)
Daniel E. Evans(3) ............ 576,708(5) 122,920 699,628 1.7%
J. Tim Evans .................. 575,277(6) 1,027 576,304 1.4%
Daniel A. Fronk ............... 21,709(7) 1,027 22,736 (4)
G. Robert Lucas II ............ 8,983(8) 1,027 10,010 (4)
Cheryl L. Krueger ............. -0- 5,134 5,134 (4)
Stewart K. Owens(3) ........... 211,382 9,000 220,382 (4)
Robert E. H. Rabold ........... 1,013 4,108 5,121 (4)
Robert S. Wood ................ 320,982 1,027 322,009 (4)
Roger D. Williams(3) .......... 32,232(9) 5,280 37,512 (4)
Donald J. Radkoski(3) ......... 8,445(10) 5,280 13,725 (4)
All directors and
executive officers
as a group
(15 persons) ................ 1,829,565(11) 181,730 2,011,295 4.8%
</TABLE>
________________
(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to all of the Common Shares reflected in
the table. All fractional Common Shares have been rounded to the nearest
whole Common Share.
(2) The percent of class is based upon the sum of 42,235,163 Common Shares
outstanding on July 12, 1996, and the number of Common Shares as to which
the named person has the right to acquire beneficial ownership upon the
exercise of stock options exercisable within 60 days of July 12, 1996.
(3) Executive officer of the Company named in the Summary Compensation Table.
(4) Represents ownership of less than 1% of the outstanding Common Shares of
the Company.
(5) Includes 9,506 Common Shares held by the wife of Mr. Evans, 3,796 Common
Shares held by the wife of Mr. Evans as custodian for their son and
37,226 Common Shares held by Evans Enterprises, Inc. In his capacity as
Chairman, Chief Executive Officer and sole shareholder of Evans
Enterprises, Inc., Mr. Evans may be deemed to have sole voting and
investment power with respect to the Common Shares held by that
corporation.
(6) Includes 133,388 Common Shares held by the wife of Mr. Evans.
(7) Includes 5,133 Common Shares held in the Josephine A. Fronk Trust with
respect to which Mr. Fronk serves as trustee and exercises sole voting
and investment power.
(8) Includes 3,271 Common Shares held by Mr. Lucas in a KEOGH plan for the
benefit of Mr. Lucas and 400 Common Shares held in the William B. Lucas
Trust with respect to which Mr. Lucas serves as trustee and exercises
sole voting and investment power.
(9) Includes 340 Common Shares held by Mr. Williams as custodian for the
benefit of his son and 340 Common Shares held by Mr. Williams as
custodian for the benefit of his daughter.
(10) Includes 21 Common Shares held by Mr. Radkoski as custodian for the
benefit of his son and 14 Common Shares held by Mr. Radkoski as custodian
for the benefit of his daughter.
(11) Includes Common Shares held by the spouses of certain executive officers
and directors, Common Shares held by the custodians for the children of
certain executive officers and directors and Common Shares held by
certain executive officers and directors in their capacities as trustees
of certain trusts. See notes (5) through (10).
<PAGE>
ELECTION OF DIRECTORS
Directors of the Company are elected at the Annual Meeting. There are
currently nine members of the Board of Directors. Pursuant to the By-Laws of
the Company, the directors have been divided into three classes of three
directors each. Class I directors currently serve until the Annual Meeting in
1996, Class II directors currently serve until the Annual Meeting in 1997, and
Class III directors currently serve until the Annual Meeting in 1998. At the
Annual Meeting, three Class I directors will be elected for three year terms.
The Board of Directors has designated the three nominees listed below for
election as Class I directors of the Company for terms expiring in 1999. The
Common Shares represented by the enclosed proxy, if returned duly executed and
not properly revoked, will be voted as specified thereon, or if no
instructions are given, for the Board's nominees; however, the persons
designated as proxies reserve full discretion to vote the Common Shares
represented by the proxies for the election of the remaining nominees and any
substitute nominee(s) designated by the Board in the event the nominee who
would otherwise receive the votes is unavailable or unable to serve as a
candidate for election as a director. The Board of Directors has no reason to
believe that any of the nominees will be unavailable or unable to serve if
elected to the Board.
Under Delaware law and the Company's By-Laws, the three nominees for election
as Class I directors receiving the greatest number of votes will be elected as
Class I directors.
The following table sets forth the nominees for election to the Board of
Directors, the directors of the Company whose terms in office will continue
after the Annual Meeting, and certain information with respect to each nominee
and director. Unless otherwise indicated, each person has held his or her
principal occupation for more than five years.
Name, Age and Year Became Director; PRINCIPAL OCCUPATION FOR PAST
Positions and Offices with the Company FIVE YEARS AND OTHER INFORMATION
NOMINEES - TERMS TO EXPIRE IN 1999 (CLASS I)
Daniel A. Fronk, age 60; Senior Executive Vice President and Board
Director since 1981 Member of The Ohio Company, an investment
banking firm, Columbus, Ohio. (1)
<PAGE>
Cheryl L. Krueger, age 44; President and Chief Executive Officer of
Director since 1993 Cheryl & Co., a manufacturer and retailer
of gourmet foods and gifts, Columbus, Ohio.
G. Robert Lucas II, age 52; Partner in Vorys, Sater, Seymour and Pease,
Director since 1986 Attorneys at Law, Columbus, Ohio, since
1990. (2)
______________________
(1) The Ohio Company rendered various investment banking services to the
Company during the Company's 1996 fiscal year, and continues to do so.
(2) Vorys, Sater, Seymour and Pease is general counsel to the Company. It
rendered legal services to the Company during the Company's 1996 fiscal
year, and continues to do so.
<PAGE>
Name, Age and Year Became Director; PRINCIPAL OCCUPATION FOR PAST
Positions and Offices with the Company FIVE YEARS AND OTHER INFORMATION
CONTINUING DIRECTORS - TERMS TO EXPIRE IN 1997 (CLASS II)
Larry C. Corbin, age 54; Executive Vice President - Restaurant
Executive Vice President - Operations Group of the Company since
Restaurant Operations Group 1995. Senior Group Vice President - Restaurant
of the Company; Director Operations Group Operations Group from
since 1981. 1994 to 1995; Group Vice
President Business Development
from 1990 to December 1993;
Executive Vice President,
Operations and Development,
Restaurant Division, from 1988
to 1990; Senior Vice President,
Operations and Development,
Restaurant Division, from 1987
to 1988; and Senior Vice
President, Operations,
Restaurant Division, from 1974
to 1987, in each case of the
Company.
Stewart K. Owens, age 41; President and Chief Operating Officer of the
President and Chief Operating Company since 1995. Executive Vice.
Officer of the Company; President and Chief Operating Officer from
Director since 1987. 1994 to 1995; and Group Vice President -
Food Products Group from 1990 to 1993,
in each case of the Company. President and
Chief Operating Officer of Owens Country
Sausage, Inc., a subsidiary of the Company,
since 1984.
Robert E. H. Rabold, age 57; Chairman, President and Chief Executive
Director since 1994. Officer of Motorists Mutual Insurance
Company and its various subsidiaries,
Columbus, Ohio; Chairman, President and
Chief Executive Officer of American
Hardware Mutual Insurance Company and
its various subsidiaries, Columbus, Ohio,
since 1993.
CONTINUING DIRECTORS - TERMS TO EXPIRE IN 1998 (CLASS III)
Daniel E. Evans, age 59; Chairman of the Board, Chief Executive
Chairman of the Board, Chief Officer ,and Secretary. Mr. Evans is the of
Executive Officer and the Company; first cousin of J. Tim Evans.
Secretary of the Company.
Director since 1957.
Tim Evans, age 69; Director Director of the Company. Mr. Evans is the
since 1957. first cousin of Daniel E. Evans.
Robert S. Wood, age 68; Director of the
Director since 1957. Company Vice Chairman from 1990
to 1992, and Executive Vice
President and Chief Operating
Officer, Restaurant Division,
and Vice President, Sausage
Division, from 1974 to 1990, in
each case of the Company.
<PAGE>
Daniel E. Evans, a director of The Sherwin-Williams Company and National
City Corporation, is the only nominee or continuing director who is also a
director of any other company with a class of securities registered pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
which is otherwise subject to the reporting requirements of the Exchange Act,
or any company registered as an investment company under the Investment
Company Act of 1940.
The Company's Board of Directors has standing Audit and
Compensation/Stock Option Committees. There is no standing Nominating
Committee or committee performing similar functions.
The Audit Committee consists of J. Tim Evans, Daniel A. Fronk, G. Robert
Lucas II, Robert E. H. Rabold and Robert S. Wood. The Audit Committee reviews
the services performed and to be performed by the Company's principal
accountant, the cost of such services and the quarterly financial statements
of the Company. The Audit Committee met three times during the 1996 fiscal
year.
The Compensation/Stock Option Committee (the "Committee"), consisting of
Daniel A. Fronk, Cheryl L. Krueger and G. Robert Lucas II, reviews and
recommends to the Board of Directors of the Company the salaries, bonuses and
other cash compensation to be paid to executive officers of the Company and
the other non-stock-based benefits to be received by such executive officers.
The Committee also administers the Company's stock option plans pursuant to
which employee stock options are granted, selects and nominates for selection
those eligible employees who may participate in each stock option plan (where
selection is required) and prescribes the terms of any stock options granted
under the stock option plans. The Committee met seven times during the 1996
fiscal year.
The Board of Directors of the Company held a total of five meetings
during the 1996 fiscal year. None of the directors attended fewer than 75% of
the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board on which he or she served during
the period he or she served.
<PAGE>
REPORT OF THE COMPENSATION/STOCK OPTION COMMITTEE OF
THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or
the Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, this Report and the graph set forth on page16
shall not be incorporated by reference into any such filings.
Administration
During the 1996 fiscal year, the Company's compensation policies for its
executive officers were administered by the Committee, all the members of
which are non-employee directors. The compensation policies administered by
the Committee are intended to enhance the financial performance of the Company
by aligning the financial interests of the Company's executive officers with
those of its stockholders.
The primary components of executive compensation are base salary, cash
bonus and longer-term incentives such as stock option grants. The Committee
recommends to the Board of Directors the salaries and bonuses of the executive
officers and administers the stock option plans pursuant to which employee
stock options are granted. In addition, the salary and bonus components of
executive compensation are reviewed for competitiveness in relation to a group
of companies in the restaurant and food products businesses by members of the
human resources group of the Company and by independent consultants
specializing in executive compensation.
Section 162(m) of the Internal Revenue Code places certain restrictions
on the amount of compensation in excess of $1,000,000 which may be deducted
for each executive officer of the Company. The Company is reviewing its
existing compensation plans and intends to amend such plans at the appropriate
time to insure that compensation paid to its executive officers is deductible
by the Company.
Overall Philosophy
The Company has adopted a Total Compensation System which is intended to
provide executive officers with a competitive salary, while at the same time
emphasizing the bonus and long-term components of total compensation. All
management employees of the Company (including the five executive officers
named in the Summary Compensation Table) have been placed in one of 18 pay
grades, each pay grade being commensurate with the duties undertaken by each
such employee. Each pay grade is assigned a minimum, midpoint and maximum
salary range as well as a minimum, midpoint and maximum total compensation
range. The dollar amounts comprising the minimum, midpoint and maximum ranges
were derived by Company personnel, working with executive compensation
consultants, from comparisons to companies in similar lines of business with
the Company as published in compensation surveys.
<PAGE>
Base Salary
A review of the salaries being paid to the executive officers of the
Company was conducted at a meeting of the Committee held in May 1995. At that
meeting, it was Management's recommendation that a 4% increase in the salaries
of each of the executive officers, including Daniel E. Evans, Chairman of the
Board and Chief Executive Officer, should be implemented. This recommendation,
which was premised on keeping the salaries of the Company's executive officers
competitive with those of other companies in similar lines of business, was
accepted by the Committee, retroactive to the beginning of the 1996 fiscal
year, and adopted by the Board of Directors. In addition, the salary of one of
the executive officers named in the Summary Compensation Table was further
increased to reflect his promotion from Grade 6 to Grade 5.
In July 1995, three of the executive officers named in the Summary
Compensation Table received promotions. As a result, additional salary
increases were recommended by Management. These recommendations were accepted
by the Committee and approved by the Board of Directors with respect to these
three executive officers.
Bonuses
At the beginning of the 1996 fiscal year, each executive officer agreed
upon written goals to be accomplished by him or her during the fiscal year.
Different goals were set for each executive officer _ some involving overall
Company performance (such as performance of the Common Shares, increase in net
income, increase in sales and cost savings) and some specific to the
performance of the particular executive officer (such as personnel management,
financial presentations and community service). Each goal was weighted (the
total weighing of all goals adding to 100%) and at the end of the fiscal year,
each executive officer was graded by one or more of his or her peers.
Based on these analyses and the grades received by each executive
officer, an initial bonus level was determined. After the initial bonus levels
for the executive officers were determined, they were reviewed a final time by
the Chairman of the Board and Chief Executive Officer, who has discretion to
recommend additional bonus amounts for extraordinary performance or
contributions during the fiscal year. The Chairman's recommendations were then
reviewed by the Committee, which made its recommendations to the Board of
Directors.
During fiscal 1996, the Company's earnings (before a $.33 charge
resulting from the adoption of SFAS 121 - "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of") declined
approximately 20% (from $1.27 per share in fiscal 1995 to $1.02 per share in
fiscal 1996) and the price of a Common Share of the Company dropped
approximately 20% (from $20.375 on May 1, 1995, to $16.125 on April 26, 1996).
As a result of this performance, Management was of the opinion, and the
Committee concurred, that the bonuses of the most highly compensated executive
officers of the Company should essentially mirror the performance of the
Company in these two areas. As a result, the aggregate bonuses paid to the
five most highly compensated executive officers of the Company declined from
their fiscal 1995 levels by 19.73%.
<PAGE>
The performance of Daniel E. Evans was evaluated on the same basis as the
performance of the other executive officers of the Company. That is, goals
were set at the beginning of the fiscal year and Mr. Evans was graded (by the
Committee, rather than by his peers) with respect to each such goal. At the
beginning of the 1996 fiscal year, Mr. Evans' bonus for 1996 was targeted at
105% of his salary. As a result, if, in the judgment of the Committee, he
attained 100% of his goals and no other subjective factors were considered,
his bonus would be 105% of his salary for the 1996 fiscal year. His ability to
earn more or less than his targeted bonus was predicated on various objective
factors (the performance goals previously referred to) and subjective factors
(to be applied by the Committee in its discretion).
At its meeting on May 28, 1996, the Committee reviewed the performance
goals for Mr. Evans, applied the mathematical formulae to those goals for
which such formulae were applicable and subjectively evaluated Mr. Evans'
performance in categories not subject to a mathematical formula. This
combination of objective and subjective analyses led to the bonus disclosed in
the Summary Compensation Table, which was recommended by the Committee and
adopted by the Board of Directors. Mr. Evans' bonus for fiscal 1996 declined
by 20.53% over that paid to him in fiscal 1995.
Stock Option Plans
In contrast to salary and bonuses, stock option grants are tied directly
to stock price performance. The Committee grants incentive stock options
("ISOs") under stockholder-approved stock option plans with an exercise price
equal to the market value of the Company's Common Shares on the date of grant.
If there is no appreciation in the market value of the Company's Common
Shares, the options are valueless. Grants of ISOs are normally made to
eligible employees, including executive officers, once every five years. Any
grants made in intervening years are made to recognize changes in
responsibilities, to grant ISOs to newly hired employees, and the like. No
grants of ISOs were made to any executive officer during the 1996 fiscal year.
In addition, grants of non-qualified stock options ("NQSOs") are made to
provide benefits under the Company's Supplemental Executive Retirement Plan
(the "SERP"). The SERP is an unfunded plan, the purpose of which is to retain
key employees by providing retirement benefits in excess of benefits available
under tax qualified retirement plans. While the exercise price of the NQSOs is
less than the market value of the Company's Common Shares on the date of
grant, benefits under the SERP will not reach their actuarially assumed values
if the Company's Common Shares do not appreciate at a predetermined assumed
rate. No future adjustments to or grants of NQSOs will be made to match actual
values of the NQSOs with the assumed value of such NQSOs at the date of grant.
At the 1992 Annual Meeting, the stockholders of the Company approved the
Company's Nonqualified Stock Option Plan (the "Nonqualified Plan"). The
purpose of the Nonqualified Plan is to use grants of NQSOs to fund benefits
earned under the SERP. At the conclusion of the 1996 fiscal year, the
Committee made grants of NQSOs to executive officers (including Daniel E.
Evans) in amounts determined to be necessary to fund benefits accrued under
the SERP during the 1996 fiscal year, given the years of service and current
compensation of each participant. It is anticipated that the Committee will
make additional grants of NQSOs annually to meet the funding requirements of
the SERP.
<PAGE>
Other Compensation
Each of the executive officers participates in the Bob Evans Farms, Inc.
and Affiliates 401K Retirement Plan (the "401K Plan"). Following the
conclusion of calendar year 1995, the Board of Directors voted to contribute
$3,235,500 to the 401K Plan. Each participant in the 401K Plan received a pro
rata share of this contribution and a pro rata share of forfeitures
reallocated to participants (such pro rata share, in each case, based upon
such participant's eligible compensation). In addition, each executive officer
had the option of contributing up to 7% of his or her compensation (up to a
maximum contribution of $9,500) to the 401K Plan. In cases where participants
made voluntary contributions to the 401K Plan, the Company contributed $0.25
for each $1.00 of voluntary contributions (subject to a limitation of 6% of
total compensation of each participant making voluntary contributions).
Submitted By:
Compensation/Stock Option Committee Members
G. Robert Lucas II, Chairman
Daniel A. Fronk
Cheryl L. Krueger
<PAGE>
COMPENSATION/STOCK OPTION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
G. Robert Lucas II, who is a partner in the law firm of Vorys, Sater,
Seymour and Pease, which rendered legal services to the Company during the
Company's 1996 fiscal year and continues to do so, serves as a member of the
Compensation/Stock Option Committee of the Company's Board of Directors.
Daniel A. Fronk, who is Senior Executive Vice President and a Board Member of
The Ohio Company, which rendered various investment banking services to the
Company during the Company's 1996 fiscal year and continues to do so, also
serves as a member of the Compensation/Stock Option Committee.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary of Cash and Certain Other Compensation
The following table summarizes, for the fiscal years ended April 26,
1996, April 28, 1995, and April 29, 1994, cash compensation paid by the
Company to, as well as certain other compensation paid or earned for those
years by, the Company's Chief Executive Officer and the four other most highly
compensated executive officers of the Company in all capacities in which they
served.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Awards
---------------
Annual Compensation Securties
------------------- Underlying All Other
Name and Principal Fiscal Salary Bonus Options/ Compensation
Position Year ($)(1) ($) SARs(#) ($)(3)
- ------------------- ---- ------ --- ------- ------
<S> <C> <C> <C> <C> <C>
Daniel E. Evans: 1996 $331,727 $298,000 4,770(2) $2,250
Chairman of the Board, 1995 $319,030 $375,000 12,221 $2,284
Chief Executive 1994 $307,834 $358,669 30,676 $2,770
Officer and Secretary
Stewart K. Owens: 1996 $213,742 $173,000 2,330(2) $2,250
President and Chief 1995 $194,974 $210,000 2,323 $2,284
Operating Officer 1994 $164,896 $186,070 16,055 $2,770
Larry C. Corbin 1996 $180,963 $149,500 1,948 $2,250
Executive Vice President 1995 $170,637 $180,000 4,436 $2,284
- Restaurant Operations 1994 $157,734 $177,482 11,228 $2,770
Group
Roger D. Williams: 1996 $168,963 $150,000 2,041(2) $2,250
Executive Vice 1995 $159,037 $185,000 1,702 $2,284
President - Food 1994 $146,934 $164,400 10,050 $2,945
Products/Marketing/
Technical Services
Group
Donald J. Radkoski 1996 $140,000 $136,500 2,824 $2,250
Group Vice 1995 $103,022 $180,000 2,516 $2,284
President - Finance 1994 $92,900 $108,000 9,080 $2,770
Group, Treasurer and
Chief Financial Officer
</TABLE>
- ------------------------
<PAGE>
(1) "Salary" includes directors' fees received by each of Messrs. Evans,
Owens and Corbin during the 1996, 1995 and 1994 fiscal years in the
amounts of $12,000, $11,600 and $10,800, respectively.
(2) See the table under "Grants of Options."
(3) Includes Company contributions to the 401K Plan during the 1996, 1995 and
1994 fiscal years.
Grants of Options
The following table sets forth information concerning individual grants
of options made during the 1996 fiscal year to each of the named executive
officers. The Company has never granted stock appreciation rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value at
Individual Grants Assumed Annual Rates of
---------------------------------------------------------- Stock Price Appreciation
Number of % of Total for Option Term(1)
Securties Options Exercise Market Expiration _________________________
Underlying Granted to Price Price Date 0% 5% 10%
Options Employees in ($/Sh) ($/Sh)
Name Granted (#)(1) Fiscal Year
- ----------- ------------- ------------ ------- ------- ------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel E. Evans 4,770(2) 2.4% $10.187 $20.375 (2) $ 48,592 $83,109 $138,639
Stewart K. Owens 2,330(2) 1.2% $10.187 $20.375 (2) $ 23,736 $97,701 $376,526
Larry C. Corbin 1,948(2) 1.0% $10.187 $20.375 (2) $ 19,844 $43,317 $ 91,183
Roger D. Williams 2,041(2) 1.0% $10.187 $20.375 (2) $ 20,792 $70,409 $225,275
Donald J. Radkoski 2,824(2) 1.4% $10.187 $20.375 (2) $ 28,768 $118,413 $456,349
</TABLE>
______________________
(1) The amounts reflected in this table represent certain assumed rates of
appreciation only. Actual realized values, if any, on option exercises
will be dependent on the actual appreciation in the price of the Common
Shares of the Company over the term of the options. There can be no
assurances that the Potential Realizable Values reflected in this table
will be achieved.
(2) These are NQSOs granted under the Nonqualified Plan to fund and settle
benefits earned under the SERP. These NQSOs are intended to encourage
executive officers to remain in the employ of the Company until
retirement and to provide them with a supplemental retirement benefit.
The NQSOs become exercisable when the executive officer attains age 55
and has completed 10 years of service with the Company or attains age 62
while employed by the Company, whichever is earlier, upon the death of
the executive officer or upon the occurrence of a change in control of
the Company (subject to the limitation that they be exercised within
three months following the change in control or the restrictions on
exercisability again apply). No NQSOs may be exercised, however, for a
period of six months following the date of grant. If an executive officer
terminates employment with the Company for any reason other than death or
retirement, his NQSOs will be forfeited unless the Compensation/Stock
Option Committee of the Company's Board of Directors permits the exercise
of the NQSOS. The NQSOs expire on the date which is five years after the
earlier of the date the executive officer attains age 65 or the date of
his death. The Potential Realizable Values of the NQSOs assume an
expiration date of five years after each executive officer attains age
65.
<PAGE>
Option Exercises and Holdings
The following table sets forth certain information with respect to
options exercised during the 1996 fiscal year by each of the named executive
officers and unexercised options held as of the end of the 1996 fiscal year by
such executive officers.
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Number of
Securities Securities Value of Unexercised
Underlying Value Underlying In-the-Money
Options Realized Unexercised Options Options at Fiscal
Name Exercised ($) (1) at Fiscal Year-End Year-End ($)(1)(2)
- --------- (#) -------- ------------------- ----------------------
--------- Exercisable Unexercisable Exercisable Unexecisable
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Daniel E. Evans -- -- 122,920 8,000 $722,820 --
Stewart K. Owens -- -- 9,000 17,133 $30,309 $49,126
Larry C. Corbin -- -- 5,280 27,957 -- $144,387
Roger D. Williams -- -- 5,280 17,441 -- $78,092
Donald J. Radkoski -- -- 5,280 10,020 -- $28,150
</TABLE>
______________________
(1) All values are shown pre-tax and are rounded down to the nearest whole
dollar.
(2) Based on the 1996 fiscal year-end closing price of $16.125 per Common
Share.
Compensation of Directors
Each director who is not a salaried officer of the Company receives a
monthly fee of $2,200 (and an additional $500 for each committee meeting
attended), and each director who is a salaried officer of the Company receives
a monthly fee of $1,000. If a director does not attend a scheduled meeting of
the Board of Directors, he or she will have $500 deducted from the amount of
the monthly fee he or she would have received for the month of such meeting.
Each director is reimbursed for out-of-pocket expenses incurred in attending
meetings. The Company maintains a life insurance policy with a death benefit
of $50,000 on behalf of each director of the Company.
<PAGE>
Directors of the Company who are not employees of the Company or of any
of its subsidiaries (the "Nonemployee Directors") also receive grants of NOSOs
under the Bob Evans Farms, Inc. 1989 Stock Option Plan for Nonemployee
Directors (the "Nonemployee Directors Plan"). The Nonemployee Directors Plan
provides that the aggregate number of Common Shares for which options may be
granted is 73,333. The Nonemployee Directors Plan provides for the automatic
grants of NOSOs for 3,080 Common Shares effective June 16, 1989, NQSOs for
5,133 Common Shares effective May 1, 1991, and NQSOs for 5,133 Common Shares
effective on May 1, 1996, to each person who was a Nonemployee Director on the
applicable date. Each person who was not a member of the Board on May 1, 1996,
who is subsequently elected to the Board prior to May 1, 2001, and who is a
Nonemployee Director will automatically receive NQSOs to purchase 5,133 Common
Shares effective on the date of the first meeting of the Board after his or
her election. The exercise price per share of each NQSO will be equal to the
fair market value of a Common Share on the date of grant and will
automatically be adjusted to reflect stock dividends and stock splits. NOSOs
become exercisable over a period of time and have terms of five years.
Severance Arrangements
From February 1989 through September 1990, the Company entered into
agreements with the five executive officers named in the Summary Compensation
Table. These agreements, which are substantially identical, have one-year
terms, which are automatically extended for one-year periods unless either
party gives notice not to renew, and provide that in the event of the
executive officer's termination of employment under certain circumstances
during the 36-month period following a "change of control" of the Company (the
"Effective Period"), the executive officer will be entitled to certain
severance benefits. Prior to such change of control, the executive officer
will remain an employee at the will of the Company.
Each agreement will terminate automatically on the death or retirement of
the executive officer to whom it relates, and may be terminated at the option
of the Company upon disability of the executive officer or for "cause" (as
that term is defined in the agreement) or, at the option of the executive
officer, for other than "good reason," in all of which cases no additional
severance payments, other than accrued compensation and benefits customarily
paid to employees in such circumstances, will be due the executive officer.
<PAGE>
If the executive officer terminates the agreement during the Effective
Period for "good reason," or, if the Company terminates the agreement during
such period for any reason other than for "cause" (as that latter term is
defined in the agreement) or as a result of the executive officer's death,
retirement or disability, the Company will be obligated to pay the executive
officer his base salary and prorated bonus through the date of the termination
and (A) to make a lump-sum payment to the executive officer equal to 2.99
times the average annual compensation (including salary and bonus) which was
payable to the executive officer for the five taxable years ending prior to
the date on which the change of control occurred; (B) to continue health and
life insurance and other employee welfare benefit plans for the executive
officer and his family for a period of 36 months following the date of
termination; (C) to allow the executive officer to exercise in full any stock
options held by the executive officer which were not fully exercisable on the
termination date; and (D) to pay to the executive officer in one lump sum in
cash, at the executive officer's normal retirement age, an amount equal to the
actuarial equivalent of the retirement pension to which the executive officer
would have been entitled under such retirement plan had he accumulated 36
additional months of continuous service after the termination date. As of
April 26, 1996, the amount of the lump-sum payment to Messrs. Evans, Owens,
Corbin, Williams and Radkoski would have been approximately $1,775,000,
$948,000, $885,000, $888,000 and $501,000, respectively.
If any portion of the payments and benefits provided for in an agreement
would be considered "parachute payments" within the meaning of Section
28OG(b)(2) of the Internal Revenue Code, so as to be nondeductible by the
Company, then the aggregate present value of all of the amounts and benefits
payable to the executive officer to whom such agreement relates will be
reduced at the election of the executive officer to the maximum amount which
would cause all of the payments and benefits to be deductible by the Company.
For purposes of each agreement, the executive officer to whom it relates
may terminate his employment for "good reason" during the Effective Period if
his title, duties, responsibilities, compensation or benefits are reduced, if
he is required to relocate or if the agreement is breached by the Company. A
"change of control" is defined to include, among other events, the acquisition
by any individual, entity or group of stock entitling such individual, entity
or group to exercise 20% or more of the voting power of the Company or a
change in a majority of the current directors of the Company, unless the
election or nomination for election of the successor directors was approved by
a vote of at least threequarters of the incumbent directors.
<PAGE>
PERFORMANCE GRAPH
Comparison of Five Year Cumulative Total Return
The following line graph compares the yearly percentage change in the
Company's cumulative total stockholder return (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (B) the difference between the price of
the Company's Common Shares at the end and the beginning of the measurement
period; by (ii) the price of the Common Shares at the beginning of the
measurement period) against the cumulative total return of the Standard &
Poor's 500 Stock Index ("S&P 500") and the weighted average of the NASDAQ
Restaurants and Food Manufacturers Indices (Restaurants are weighted 70% and
Food Manufacturers 30% to reflect the Company's business mix) ("NASDAQ
Restaurant/Food Mfg. Peer") for the five year period ended April 26, 1996.
Stock prices and dividends of the Company have been adjusted for stock splits
and stock dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG BOB EVANS FARMS, INC., S&P 500 AND NASDAQ
RESTAURANT/FOOD MFG. PEER GROUP
NASDAQ
Restaurant/Food
Bob Evans S&P 500 Mfg. Peer Group*
----------------------------------------------
4/30/91 100.000 100.000 100.000
4/30/92 136.100 114.000 119.680
4/30/93 133.200 124.500 140.200
4/29/94 161.600 130.800 141.530
4/28/95 158.100 153.800 129.140
4/30/96 123.600 200.700 155.980
*70% Restaurants & 30% Food Manufacturers
<PAGE>
PROXY STATEMENT PROPOSALS
Each year the Board of Directors submits its nominations for election as
directors at the annual meeting of stockholders. Other proposals may be
submitted by the Board of Directors or stockholders for inclusion in the Proxy
Statement for action at each year's annual meeting. Any proposal submitted by
a stockholder for inclusion in the Proxy Statement for the 1997 Annual
Meeting, presently scheduled for Sept. 8, 1997, must be received by the
Company on or before April 4, 1997.
INFORMATION CONCERNING INDEPENDENT AUDITORS
Ernst & Young, which has served as independent auditors for the Company
since 1980, has been selected by Management to serve in that capacity for the
1997 fiscal year. Representatives of Ernst & Young are expected to be present
at the Annual Meeting, will be given the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate
questions.
REPORTS TO BE PRESENTED AT THE ANNUAL MEETING
There will be presented at the Annual Meeting the Company's Annual Report
for the fiscal year ended April 26, 1996, containing financial statements for
such fiscal year and the signed report of Ernst & Young, independent auditors,
with respect to such financial statements. The Annual Report is not to be
regarded as proxy soliciting material, and Management of the Company does not
intend to ask, suggest or solicit any action from the stockholders with
respect to such Report.
OTHER MATTERS
As of the date of this Proxy Statement, the only business which
Management intends to present at the Annual Meeting consists of the matters
set forth in this Proxy Statement. Management knows of no other matters to be
brought before the Annual Meeting by any other person or group. If any other
matters should properly come before the Annual Meeting, or any adjournment(s)
thereof, the proxy holders will vote thereon in their discretion, in
accordance with their best judgment in light of the conditions then
prevailing. All proxies received duly executed and not properly revoked will
be voted.
You are requested to sign and date the enclosed proxy and mail it
promptly in the enclosed envelope. If you later desire to vote in person, you
may revoke your proxy, either by written notice delivered to the Company
before the proxy is voted or in person at the Annual Meeting before the proxy
is voted (without affecting any vote previously taken).
By Order of the Board of Directors,
Daniel E. Evans
Chairman of the Board
Chief Executive Officer
_______________________
[GRAPHIC OMITTED: LOGO]
Annual Meeting of Stockholders
To be held Sept. 9, 1996
Aug. 2, 1996
Dear Stockholders:
Those of you who have joined us at previous Bob Evans Farms Annual Meetings
would probably agree that it seems there is nothing hotter than an August day
at the Bob Evans Farm under a tent. Because we are in the hospitality business
and believe in making changes to better take care of our guests, we have
changed the date of our annual meeting. The 1996 Bob Evans Farms Annual
Meeting of Stockholders will be held Monday, Sept. 9, 1996 - still at the Bob
Evans Farm in Rio Grande, Ohio, where our company began more than 40 years
ago, and still under a tent.
I do hope you will be able to join us. The meeting begins at 4 p.m. You are
also invited to a social hour, beginning at 3 p.m., to enjoy some delicious
Bob Evans products.
Although we have traditionally announced first quarter financial results at
the Annual Meeting, this year they will be announced prior to the meeting on
Sept. 3, 1996.
We hope to see many of you in person at the Annual Meeting, where you will
have the opportunity to become better acquainted with the officers and
directors of your company. Prior to the meeting, please complete, sign and
return your proxy in the enclosed postage-paid envelope. Your vote is very
important to us.
Sincerely,
/s/ Daniel E. Evans
_______________________________
Daniel E. Evans
Chairman of the Board
Chief Executive Officer
FOLD AND DETACH HERE
- --------------------------------------------------------------------------------
Where a choice is indicated, the shares represented by this proxy when
properly executed will be voted or not voted as specified. If no choice is
indicated on the reverse side, the shares represented by this proxy will be
voted "for" the election of the nominees listed in item No. I as directors of
the company. If any other matters are properly brought before the annual
meeting or any adjournment or adjournments thereof or if a nominee for
election as a director named in the proxy statement is unable to serve or for
good cause will not serve, the shares represented by this proxy will be voted
in the discretion of the proxies on such matters or for such substitute
nominees as the directors may recommend.
The undersigned hereby
acknowledges receipt of the
Notice of the Annual
Meeting of Stockholders,
dated Aug. 2, 1996, the
Proxy Statement furnished
therewith, and the Annual
Report of the Company for
the fiscal year ended April
26, 1996. Any proxy
heretofore given to vote
the shares of Common Stock
which the undersigned is
entitled to vote at the
Annual Meeting of
Stockholders is hereby
revoked.
Date_______________________
___________________________
___________________________
Stockholder sign name
exactly as it is stenciled
hereon.
NOTE: Please fill in, sign and return this proxy in the enclosed envelope.
When signing as Attorney, Executor, Administrator, Trustee or Guardian, please
give full l title as such. If signer is a corporation, please sign the full
corporate name by authorized officer. Joint Owners should sign individually.
(Please note any change of address on this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BOB EVANS FARMS, INC.
(Please indicate your vote on the reverse side)
<PAGE>
BELOW IS YOUR PROXY CARD. PLEASE READ BOTH SIDES,
VOTE, SIGN AND RETURN IF IN THE ENCLOSED POSTAGE-PAID ENVELOPE
- --------------------------------------------------------------------------------
BOB EVANS FARMS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPT. 9, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of Bob Evans
Farms, Inc. (the "Company") hereby appoints Daniel E. Evans and Donald J.
Radkoski, and each of them, the Proxies of the undersigned, with full
power of substitution, to attend the Annual Meeting of Stockholders of
the Company to be held at The Shelter House, Bob Evans Farm, at Rio
Grande, Ohio, on Monday, Sept. 9, 1996, at 4:00 p.m., Eastern Daylight
Time, and any adjournment or adjournments thereof, and to vote all of the
shares of Common Stock which the undersigned is entitled to vote at such
Annual Meeting or at any adjournment or adjournments thereof.
1. To elect three Class I Directors to serve for terms of three years each:
Daniel A Fronk, Cheryl L. Krueger, G. Robert Lucas II
____ Vote for all nominees _____ Vote withheld for all nominees
____ Vote for all nominees except
____________________________________
2. In their discretion, the Proxies are authorized to vote upon such other
matters (none known at the time of solicitation of this proxy) as may
properly come before the Annual Meeting or any adjournment or
adjournments thereof.
(THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE)
