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424(a) Prospectus
[BOB EVANS LOGO]
3776 SOUTH HIGH STREET
COLUMBUS, OHIO 43207
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
4,000,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
PROSPECTUS
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TABLE OF CONTENTS
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PAGE
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Bob Evans Farms, Inc................................... 2
Risk Factors........................................... 2
Where You Can Find More Information.................... 2
Documents Incorporated by Reference.................... 2
The Bob Evans Farms, Inc. Dividend .................... 3
Reinvestment and Stock Purchase Plan................... 3
Purpose and Features.............................. 3
Administration.................................... 4
Participation..................................... 4
Investment Options................................ 5
Voluntary Cash Payments........................... 6
Initial Investments............................... 7
Automatic Monthly Investments..................... 7
Payroll Deductions................................ 7
Purchases of Shares............................... 8
Plan Accounts..................................... 8
Gifts or Transfers of Shares...................... 9
Termination....................................... 9
Other Information................................. 10
Federal Income Tax Consequences........................ 12
Indemnification........................................ 12
Use of Proceeds........................................ 13
Legal Matters.......................................... 13
Reports to Shareholders................................ 13
Experts................................................ 13
Forward Looking Statements............................. 13
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WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO
MAKE ANY STATEMENT OR REPRESENTATION THAT DIFFERS FROM WHAT IS IN THIS
PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS FROM WHAT
IS IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS
NOT AN OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE
SECURITIES IN ANY STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS IS COMPLETE AND ACCURATE AS OF ITS
DATE, BUT THE INFORMATION MAY CHANGE AFTER THAT DATE.
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PROSPECTUS
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BOB EVANS FARMS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
4,000,000 SHARES OF COMMON STOCK ($0.01 PAR VALUE)
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Bob Evans Farms, Inc. is offering to its stockholders, its employees, the
employees of its subsidiaries and other investors a simple and convenient method
to purchase shares of its common stock, $.01 par value, through participation in
this Dividend Reinvestment and Stock Purchase Plan (the "Plan"). This Plan
replaces our existing dividend reinvestment and stock purchase plan.
Stockholders who currently participate in our existing dividend reinvestment and
stock purchase plan automatically will participate in this Plan. Investment
options offered under this Plan are:
o FULL DIVIDEND REINVESTMENT -- You can reinvest all dividends paid
on your shares of stock and also make voluntary cash contributions
to purchase additional stock.
o PARTIAL DIVIDEND REINVESTMENT -- You can reinvest dividends paid
on only a specified number of your certificated shares of stock to
purchase additional stock.
o VOLUNTARY CASH PAYMENTS -- You can make voluntary cash
contributions to purchase additional shares of stock even if you
choose not to reinvest dividends.
Here is how you can enroll in this Plan and how you can make
additional purchases of stock:
o Non-stockholder employees may make initial purchases of our stock
in amounts of not less than $10 and not more than $20,000.
o Persons who are not stockholders and not employees may make
initial purchases of our stock in amounts of not less than $100
and not more than $20,000.
o Existing stockholders may make voluntary cash contributions of no
less than $50 and no more than $20,000 each month to purchase
additional stock.
o Existing stockholders may make monthly cash contributions from
qualifying savings, checking, or other accounts of not less than
$25 and not more than $20,000 to purchase additional stock.
All shares of our stock purchased for the Plan will be purchased on the
open market at current market prices. Our stock is listed on The NASDAQ Stock
Market under the symbol "BOBE".
This Prospectus relates to shares of our stock available for purchase
under this Plan. For future reference, please retain this Prospectus.
THE REGISTRATION STATEMENT THAT CONTAINS THIS PROSPECTUS (INCLUDING THE
EXHIBITS TO THE REGISTRATION STATEMENT) CONTAINS ADDITIONAL INFORMATION ABOUT
BOB EVANS FARMS, INC. AND OUR STOCK. YOU CAN READ THE REGISTRATION STATEMENT ON
THE SEC WEB SITE OR AT THE SEC OFFICES, AS DESCRIBED UNDER THE HEADING IN THIS
PROSPECTUS ENTITLED "WHERE YOU CAN FIND MORE INFORMATION".
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
WE MAY NOT AWARD OUR STOCK UNDER THE PLAN UNTIL THIS REGISTRATION
STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OUR STOCK AND IT IS NOT SOLICITING AN OFFER TO BUY OUR STOCK IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this Prospectus is June [__], 1999
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BOB EVANS FARMS, INC.
Bob Evans Farms, Inc. is a Delaware corporation incorporated on
November 4, 1985. Bob Evans Farms, Inc. and its subsidiaries own and operate 413
restaurants in 20 states, including Bob Evans Restaurants, Owens Family
Restaurants and "small-town" Bob Evans Restaurants. We 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.
Our liquid smoke flavorings are distributed nationally. Our principal executive
office is located at 3776 South High Street, Columbus, Ohio 43207. Our telephone
number is (614) 491-2225.
RISK FACTORS
An investment in Bob Evans Farms, Inc. stock has risk. Set forth below
are some of the risks associated with an investment in our stock.
1. CHANGES IN THE PRICES TO BE PAID IN THE LIVE HOG MARKET. If prices
for live hogs increase, the prices we charge for hog-related products in both
our foods products business segment and our restaurant business segment may
increase. If the prices for our hog-related products increase, our sales may
decrease and the price of our stock may be negatively affected.
2. THE ENTRANCE OF NEW COMPETITORS IN THE FAMILY STYLE RESTAURANT
INDUSTRY. If new competitors enter into the family-style restaurant industry in
which we compete, our restaurant business segment revenues could be negatively
impacted which could lower our stock price.
3. INCREASES IN LABOR COSTS. The cost of labor and employee benefits
generally represents between 38% and 40% of our total expenses in our restaurant
business segment. Because labor and employee benefit costs represent a large
portion of our overall expenses, increases in labor and employee benefit costs
significantly impact our operating profit. Consequently, if labor and employee
benefits costs increase, our operating profits may decline and our stock price
may be negatively affected.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a Registration Statement on Form S-3 under the Securities
Act of 1933 (the "Securities Act") to register 4,000,000 shares of our stock
which will be available to be purchased under the Plan. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits to the Registration Statement.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You can read and copy any materials filed with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet site that contains reports, proxy statements and other
information regarding us which you may access at http://www.sec.gov. We maintain
an Internet site at www.bobevans.com.
DOCUMENTS INCORPORATED BY REFERENCE
The rules and regulations of the SEC allow us to incorporate certain
information about us and our financial condition into this Prospectus by
reference. This means that we can disclose important information to you by
referring you to other documents that we have filed with the SEC. The
information incorporated by reference is considered to be a part of this
Prospectus.
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We have incorporated by reference into this Prospectus the following
documents:
COMMISSION FILING DESCRIPTION OR PERIOD/AS OF DATE
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Annual Report on Form 10-K Fiscal Year ended April 24, 1998
Quarterly Reports on Form 10-Q Quarters ended July 24, 1998, October 23,
1998 and January 29, 1999
We also incorporate by reference into this Prospectus:
o The description of our stock contained in our registration statement on
Form S-4 (Registration No. 33-1336) filed with the SEC on November 5,
1986.
o All periodic reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K), as well as any
proxy statements, that we may file with the SEC between the date of
this Prospectus and the termination of the Plan.
You can obtain any of the documents incorporated by reference in this
Prospectus, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference in this Prospectus, without charge, by
writing or phoning us at the following address and phone number:
BOB EVANS FARMS, INC.
3776 SOUTH HIGH STREET
COLUMBUS, OH 43207
(614) 491-2225
ATTN: JUDY HARRINGTON
VICE PRESIDENT OF STOCKHOLDER RELATIONS
For further information with respect to our company and our stock, you
should refer to the Registration Statement (including the exhibits to the
Registration Statement) and the documents incorporated in this Prospectus by
reference.
THE BOB EVANS FARMS, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE 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 (the "Plan").
PURPOSE AND FEATURES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide our stockholders, our
employees, employees of our subsidiaries and other investors with a
convenient and economical method of purchasing our stock. Shares of our
stock which are credited to and held in a participant's account under
the Plan are referred to as "Plan Shares." All cash dividends payable
on whole or fractional Plan Shares will automatically be used to
purchase additional shares of stock and these additional shares of
stock will then become Plan Shares.
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2. WHAT ARE SOME OF THE FEATURES OF THE PLAN?
o Persons participating in the Plan may use all or a
portion of the dividends which are paid on their
shares of stock and the dividends which are paid on
their Plan Shares to automatically acquire additional
shares of our stock.
o Persons who are not presently stockholders or
employees may purchase stock and become participants
in the Plan by making an initial investment of at
least $100.
o Our employees and the employees of our subsidiaries
who are not presently stockholders of our company may
purchase stock and become participants in the Plan by
making an initial investment of at least $10.
o Participants may purchase additional shares of our
stock by making voluntary cash payments of not less
than $50 per payment and not more than $20,000 per
calendar month through check or money order and not
less than $25 through automatic monthly electronic
funds transfer from a predesignated account with a
United States financial institution.
o Our employees and employees of our subsidiaries may
purchase additional shares of stock through payroll
deductions.
o Shares of our stock purchased under the Plan are held
in a plan account for each participant, relieving
such participant of the responsibility for the
safekeeping of his or her stock certificates.
Participants may deposit stock certificates into
their plan accounts for credit as shares held under
the Plan, free of charge.
o Participants may direct us 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.
o Personal recordkeeping is simplified by our issuance
of statements indicating account activity.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
We administer the Plan, maintain records, send statements of
Plan Accounts to participants and perform other duties relating to the
Plan. We may resign as "Plan Administrator" at any time, in which case
we will appoint a successor. We believe that there are no material
risks to the participants in the Plan, which result from our
administration of the Plan rather than a registered broker-dealer or a
federally insured financial institution serving as Plan Administrator.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
Any person or entity which is a citizen or resident of the
United States, regardless of whether or not a stockholder, is eligible
to join the Plan. Any person or entity which is not a citizen or
resident of the United States, its territories and possessions, may
participate in the Plan if their participation is not prohibited by the
laws where the person or entity resides.
5. HOW AND WHEN MAY A PERSON JOIN THE PLAN?
If you are currently a stockholder of Bob Evans Farms, Inc.
and your stock is registered with us under your name, you may join the
Plan any time after receiving a copy of the Plan prospectus and by
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completing an Authorization Form. Stockholders should sign their names
on the Authorization Form exactly as their names appear on their stock
certificates and return the Authorization Form to:
BOB EVANS FARMS, INC.
ATTN: STOCK TRANSFER DEPARTMENT
3776 SOUTH HIGH STREET
COLUMBUS, OHIO 43207
AUTHORIZATION FORMS MAY BE OBTAINED BY WRITING TO THE SAME ADDRESS OR
TELEPHONING (614) 491-2225.
If you do not currently own any shares of Bob Evans Farms,
Inc. stock, you may join the Plan after receiving a copy of this
Prospectus and returning a completed Authorization Form along with an
initial investment in the form of a check or money order of at least
$100, but not more than $20,000.
If your shares of Bob Evans Farms, Inc. stock are held in a
brokerage, bank or other intermediary account ("street name"), you may
participate in the Plan by instructing your broker, bank or trustee to
register the shares in your name or you may request a copy of this
Prospectus from us and return a completed Authorization Form along with
an initial investment of at least $100, but not more than $20,000 to
Bob Evans Farms, Inc. at the address above.
Our employees and the employees of our 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
us an Authorization Form and making an initial investment in the form
of a check or money order of at least $10, but not more than $20,000.
Employees may also join the Plan by completing a payroll deduction
Authorization Form.
WE HAVE THE RIGHT TO REJECT ANY AUTHORIZATION FORM FOR ANY
REASON.
INVESTMENT OPTIONS
6. WHAT TYPE OF INVESTMENT OPTIONS ARE ALLOWED UNDER THE PLAN?
FULL DIVIDEND REINVESTMENT - If you choose this option, we will
automatically use all dividends paid on your stock to purchase
additional shares of stock. You may also make voluntary cash payments
which will be used to purchase additional stock.
PARTIAL DIVIDEND REINVESTMENT - If you choose this option, only
dividends which are paid on shares of stock which you specify on the
Authorization Form will be used to purchase additional stock. Dividends
on all shares of stock which you hold in a Plan Account will also be
used to purchase additional stock. You also may make voluntary cash
payments which will be used to purchase additional stock.
VOLUNTARY CASH PAYMENTS - If you choose this option, we will continue
to pay dividends directly to you on any shares of stock registered in
your name in certificate form. Any voluntary cash payments which you
make and any dividends paid on shares of stock held in your Plan
account will be used to purchase additional shares of stock which will
then become Plan Shares.
DIRECT DEPOSIT OF CASH DIVIDENDS - If you choose the partial dividend
reinvestment option or the voluntary cash payment option, you may elect
to have all of your cash dividends deposited directly into your U.S.
bank account on the dividend payment date instead of receiving a check
by mail. You must complete a Direct Deposit Authorization Form
(available from the Stock Transfer Department) and return it to us,
along with a voided check for the designated bank account. In order to
initiate, change or stop the direct deposit of dividends, we must
receive your written request at least 30 days before the dividend
payment date.
Participants may change their method of participation in the
Plan at any time by completing a new Authorization Form and returning
it to us (Attention: Stock Transfer Department).
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7. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Shares will be purchased by the Plan's stock purchasing agent
beginning on the investment date (the "Investment Date"). The
Investment Date for voluntary cash payments and initial investments in
the Plan is described in the table below:
MONTH INVESTMENT DATE
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January, March, April, June, July, The 1st and the 15th day of each month
September, October and December unless the 1st or 15th is not a business
day, in which case the Investment Date
will be the next business day
February, May, August and November The 1st business day of the month
The Investment Date for dividend payments will be the day that
the dividend is paid. If the Investment Date falls on a day when our
stock is not traded on The NASDAQ Stock Market, the Investment Date
will be the next day during which our 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 applicable securities laws. Any monies
representing voluntary cash payments or initial investments or
dividends, as appropriate, to be invested on behalf of a participant
will be returned to the participant if shares of stock have not been
purchased: (a) within 35 days of receipt of the voluntary cash payments
or initial investments or (b) within 30 days of the applicable dividend
payment date for dividend reinvestments. No interest will be paid on
voluntary cash payments, initial investments or dividends returned to
participants.
VOLUNTARY CASH PAYMENTS AND INITIAL INVESTMENTS MUST BE
RECEIVED BY US AT LEAST TEN (10) CALENDAR DAYS BEFORE AN INVESTMENT
DATE. IF A VOLUNTARY CASH PAYMENT OR AN INITIAL INVESTMENT IS NOT
RECEIVED BY US AT LEAST TEN (10) CALENDAR DAYS BEFORE AN INVESTMENT
DATE, THE VOLUNTARY CASH PAYMENT OR INITIAL INVESTMENT WILL BE HELD BY
US UNTIL THE NEXT INVESTMENT DATE.
VOLUNTARY CASH PAYMENTS
8. HOW AND WHEN MAY VOLUNTARY CASH PAYMENTS BE MADE?
Voluntary cash payments may be made by any participant at any
time, by completing a voluntary cash payment stub and sending a check
or money order in U.S. dollars made payable to Bob Evans Farms, Inc.,
or by automatic deduction on a monthly basis from the participant's
U.S. financial institution account. The voluntary cash payment stub is
the tear-off portion at the top of your statement. Please do not send
cash. If received by us at least ten (10) calendar days before an
Investment Date, the Plan's stock purchasing agent will invest the
voluntary cash payments on the Investment Date. No interest will be
paid on voluntary cash payments held pending investment by the Plan's
stock purchasing agent. The same amount of money is not required in
each voluntary cash payment and there is no obligation to make
voluntary cash payments on a regular basis. You may invest a minimum of
$50 by check or money order and $25 through automatic deduction at any
one time but you cannot invest more than $20,000 in a calendar month.
Cash payments of less than $50 and all amounts more than the $20,000
monthly maximum will be returned to the participant.
The investment of a voluntary cash payment may be stopped by
notifying us (Attention: Stock Transfer Department) in writing,
provided that the written communication is received by us not later
than two (2) business days before the Investment Date to which it
applies. Until we receive the funds, there will be no refund of a check
or money order.
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INITIAL INVESTMENTS
9. HOW AND WHEN MAY INITIAL INVESTMENTS BE MADE?
Persons who are not our employees may make a minimum initial
investment of $100 and a maximum initial investment of $20,000 paid in
the form of a check or money order. The initial investment must be
included with a completed Authorization Form and returned to us
(Attention: Stock Transfer Department) at the address listed on the
Authorization Form.
We must receive initial investments at least ten (10) calendar
days before an Investment Date. If we do not receive the initial
investment at least ten (10) calendar days before the next Investment
Date, the Plan's stock purchasing agent will hold the initial
investment until the next Investment Date. Upon a participant's written
request received by us at least two (2) business days prior to the
Investment Date, an initial investment will be returned to the
participant. However, until we receive the funds, there will be no
refund of a check or money order.
AUTOMATIC MONTHLY INVESTMENTS
10. 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
$25 per payment nor more than $20,000 during a calendar month by means
of monthly automatic electronic funds transfers ("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 us an Automatic Monthly Deduction Form with a voided
blank check or a deposit slip for the account from which funds are to
be drawn. Automatic Monthly Deduction Forms may be obtained from us at
the address listed on the Authorization Form. Forms will be processed
and will become effective as promptly as practicable.
Once an Automatic Monthly Investment is initiated, funds are
drawn on the 25th of each month or if that date falls on a non-business
day, the next business day. Automatic Monthly Investment funds will be
invested beginning on the next following Investment Date. You should
allow up to 4 weeks for the first Automatic Monthly Investment to be
initiated.
Participants may change the amount of their Automatic Monthly
Investments by completing and submitting to us a new Automatic
Deduction Form. We must receive the new Automatic Deduction Form at
least ten (10) business days preceding that Investment Date. In order
to cancel an Automatic Monthly Deduction, you must notify us in writing
at least ten (10) business days prior to the applicable Investment
Date.
PAYROLL DEDUCTIONS
11. WHAT IS THE PAYROLL DEDUCTION FEATURE OF THE PLAN AND HOW DOES IT WORK?
Our employees and employees of our subsidiaries may make
voluntary cash payments to their Plan accounts of not less than $5 per
pay period by means of a payroll deduction. 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 (12) months from
the date of the hardship withdrawal, from participating in the initial
investment, payroll deduction and voluntary cash payment features of
the Plan.
To initiate payroll deductions, an employee must complete a
payroll deduction authorization form and return it to our Payroll
Department. Forms will be processed and will become effective as
promptly as practical. Once an employee has begun payroll deductions,
the funds will be invested as voluntary cash payments to the employee's
Plan account and invested.
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An employee may change the amount or cease his or her payroll
deduction at any time by giving written notice to our Payroll
Department. Ceasing payroll deductions or terminating employment with
us or any of our subsidiaries will not automatically terminate a Plan
account. Dividends will continue to be reinvested and the participant
may continue to make voluntary cash payments.
PURCHASES OF SHARES
12. WHO PURCHASES SHARES OF OUR STOCK UNDER THE PLAN?
Shares of our 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. Neither Bob Evans Farms, Inc. 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 our stock are purchased by the Plan's stock purchasing
agent. We have the right to change the stock purchasing agent without
notice to participants.
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares of our stock purchased under the Plan will be purchased
on the open market. Open market purchases of our stock will be made by
the Plan's stock purchasing agent. We will not control or influence the
prices or timing of open market purchases made by the Plan's stock
purchasing agent, the amount of shares to be purchased (other than
specifying the aggregate dollar amount to be invested), the manner of
purchase of shares or the selection by the Plan's stock purchasing
agent of any broker or dealer through which purchases will be made.
14. WHAT IS THE PURCHASE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The purchase price of Bob Evans Farms, Inc. stock purchased
for the Plan on the open market will be the average purchase price paid
by the Plan's stock purchasing agent.
15. HOW MANY SHARES WILL BE PURCHASED?
The number of shares of Bob Evans Farms, Inc. stock to be
purchased by the Plan for each participant will equal the amount of the
Participant's reinvested dividends and optional cash payments, less any
amounts required to be withheld for tax purposes, divided by the
purchase price of the shares. Both whole shares and fractional shares
will be credited to participants' accounts.
The Plan's stock purchasing agent may commingle each
participant's funds with those of other participants for executing
purchase and sale transactions.
Neither a participant nor a person making an initial
investment may direct the Plan's stock purchasing agent to purchase a
specific number of shares.
PLAN ACCOUNTS
16. CAN PLAN SHARES IN A PLAN ACCOUNT BE SOLD?
Yes. A participant may request, at any time, that all or a
portion of the shares held in his or her Plan account be sold by
delivering to us written instructions, either by mail or facsimile,
signed by the participant and any other owner(s) of the stock. We will
not accept e-mail or telephone instructions to sell shares. We will
forward the instructions to the Plan's stock purchasing agent, who will
sell the shares within 10 business days of receipt of the participant's
request. A request to sell all of the shares which a participant holds
in the Plan will be considered a termination of participation in the
Plan. The Plan's stock purchasing agent cannot sell any certificated
shares owned by a participant unless the certificates are deposited
into the Plan. Our directors and executive officers who are
participating in the Plan are not permitted to sell their shares
through the Plan and must withdraw their shares from their Plan
accounts in order to make a sale.
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17. WHAT DOES IT COST TO HAVE THE PLAN'S STOCK PURCHASING AGENT SELL PLAN
SHARES?
The sales price for any shares being sold by a participant
will be the average price of all the shares sold by the Plan's stock
purchasing agent for all participants during the period in which the
Plan's stock purchasing agent makes such sales. You will receive the
proceeds of the sale of your shares less a brokerage fee and related
service charges of $.10 per Plan Share sold and less any required tax
withholdings or transfer taxes.
SELLING PARTICIPANTS SHOULD BE AWARE THAT THE PRICE OF BOB
EVANS FARMS, INC. STOCK MIGHT DECREASE DURING THE PERIOD BETWEEN A
REQUEST FOR SALE, ITS RECEIPT BY US, AND THE ULTIMATE SALE OF THE
STOCK. THIS RISK SHOULD BE EVALUATED BY THE PARTICIPANT AND IS A RISK
THAT WILL BE BORNE SOLELY BY THE PARTICIPANT.
GIFTS OR TRANSFERS OF SHARES
18. MAY A PARTICIPANT TRANSFER OR GIFT 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 us
(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 transfers of stock certificates, including the
requirements of a Medallion signature guarantee. Transfer of Stock
Forms are available upon request from us.
Shares of Bob Evans Farms, Inc. stock credited to your Plan
account may not be pledged or assigned. If you wish to pledge or assign
your shares, you must withdraw those shares from your Plan account.
19. IF PLAN SHARES ARE TRANSFERRED TO ANOTHER PERSON, WILL THE PERSON TO
WHOM THE SHARES ARE TRANSFERRED BE ISSUED A STOCK CERTIFICATE?
No. Any shares transferred will continue to be held under the
Plan. A Plan account will be opened in the name of the person receiving
the shares. If the person receiving the shares is not already a
participant he or she will be automatically enrolled in the Plan.
20. HOW WILL A PERSON RECEIVING A GIFT OR TRANSFER OF PLAN SHARES BE
ADVISED OF HIS OR HER OWNERSHIP?
Any person receiving a gift or transfer of Plan Shares will
receive a statement showing the number of shares transferred to, and
held in, his or her Plan account.
TERMINATION
21. MAY A PARTICIPANT WITHDRAW SHARES FROM HIS OR HER PLAN ACCOUNT WITHOUT
TERMINATING PARTICIPATION IN THE PLAN?
Yes. 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 us. The request must
indicate the number of whole shares to be withdrawn and must be signed
by all of the owner(s) of the shares. A signature guarantee is not
required. A
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certificate for shares withdrawn will be issued to the participant
without charge within ten (10) days of our receipt of the request from
the participant. A certificate for any fractional share will not be
issued under any circumstances, and the fractional share will continue
to be held in the participant's Plan account.
22. HOW MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time
by delivering to us written instructions, by either mail or facsimile,
signed by all registered holders listed on your Plan account. Upon
termination, you may elect either to have all the shares in your Plan
account sold or receive a certificate for the number of whole shares
held in your Plan account and a check for the value of any fractional
share. In addition, upon termination, cash dividends on any remaining
shares of Bob Evans Farms, Inc. stock you hold will be paid to you and
will not be reinvested.
Cash investments received prior to the request to terminate
Plan participation will be invested at the next Investment Date unless
the participant requests the return of that cash investment at least
two business days prior to the applicable Investment Date.
23. MAY A PARTICIPANT STOP REINVESTMENT OF DIVIDENDS ON SHARES IN
CERTIFICATE FORM AND 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 under the Plan.
24. 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 we receive
instructions from the duly authorized representative of the
participant's estate. Please contact us for additional information and
assistance.
25. WHEN MAY A FORMER PARTICIPANT REJOIN THE PLAN?
Generally, a former participant may rejoin the Plan at any
time. However, we have the right to reject any Authorization Form from
a previous participant for any reason.
26. MAY CERTIFICATES HELD BY PARTICIPANTS BE DEPOSITED IN THE PLAN?
Yes. Participants may deposit for safekeeping with us
certificates for shares of Bob Evans Farms, Inc. 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 us. Therefore, it is recommended that certificates be
sent to us by registered mail, returned 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
of Bob Evans Farms, Inc. stock represented by certificates deposited
with us will be reinvested.
OTHER INFORMATION
27. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS?
After the date of payment for each dividend paid by Bob Evans
Farms, Inc. to its stockholders, a statement of Plan account will be
sent to each participant. A Plan account statement will also be sent
after each optional purchase and sale of shares of Bob Evans Farms,
Inc. stock on behalf of a participant. Quarterly statements will show
cumulative transactions for the calendar year. These statements should
be retained for tax purposes. We will also provide each participant
copies of any amendments to the Plan and
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the same communications received by any other stockholder of Bob Evans
Farms, Inc., including annual reports, notices of annual meetings,
proxy statements and income tax information for reporting dividends
paid and proceeds from Plan Shares sold.
28. HOW ARE A PARTICIPANT'S PLAN SHARES VOTED?
All Plan Shares are voted in the same manner as shares of Bob
Evans Farms, Inc. stock registered in a participant's own name.
Participants will receive proxy materials from us 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 Bob Evans Farms, Inc. 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 Bob Evans Farms,
Inc. stock registered in the participant's own name.
29. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND OR DECLARE A STOCK SPLIT?
Any stock dividends or stock splits of Bob Evans Farms, Inc.
stock distributed by us on shares in a participant's Plan account will
be added to that Plan account. Stock dividends or split shares
distributed on shares of Bob Evans Farms, Inc. 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.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Yes. We have the right to modify or terminate the Plan at any
time. We also have 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 the following:
o Public offerings of Bob Evans Farms, Inc. stock.
o Pending the filing by us with the SEC of any report or
statement required to be filed under the federal securities
laws.
o Pending any proposed amendment of or supplement to this
Prospectus or to the Registration Statement of which this
Prospectus is a part.
o For any other reason which we deem to be advisable.
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 of Bob Evans
Farms, Inc. stock have not been purchased:
o Within 35 days of receipt of the voluntary cash payments or
initial investments.
o Within 30 days of the applicable dividend payment date for
dividend reinvestments.
No interest will be paid on any monies returned to
participants. We will advise participants when a suspension of the Plan
is terminated.
If the Plan is terminated, each participant will receive:
o A certificate for all whole Plan Shares in the participant's
Plan account or a book entry position if then being utilized.
o A check representing the market value of any fractional Plan
Share in the participant's Plan account.
o Any uninvested voluntary cash payments held in the
participant's Plan account.
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FEDERAL INCOME TAX CONSEQUENCES
You are advised to consult your tax or financial advisor with respect
to the tax consequences of participation in the Plan.
In general, the amount of cash dividends paid by us is considered
taxable income even though the dividends are reinvested under the Plan. A
participant will be treated for federal income tax purposes as having received
on a 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 shares for the participant's Plan account. In addition, the IRS has
ruled that the amount of brokerage commissions paid by us 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 tax basis of shares acquired through the reinvestment of dividends
will be equal to the value of dividends reinvested. The tax basis of shares
purchased with cash investments will be equal to the amount of the investment.
Your December Plan statement will capture all Plan activities for that year and
may be useful when calculating your tax basis.
Upon the sale of either a portion or all of your shares from the Plan,
you may recognize a capital gain or loss based on the difference between the
sales proceeds and the tax basis in the shares sold, including any fractional
share. You will not realize any taxable income when you receive certificates for
whole shares credited to your Plan account.
If you are subject to withholding taxes, we will withhold the required
taxes from the gross dividends or proceeds from the sale of shares. The
dividends or proceeds received by you, or dividends reinvested on your behalf
will be net of the required taxes.
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 STOCK UNDER THE PLAN, THE
PARTICIPANT'S COST BASIS AND HOLDING PERIOD FOR STOCK ACQUIRED UNDER THE PLAN
AND THE CHARACTER, AMOUNT AND TAX TREATMENT OF ANY GAIN OR LOSS REALIZED ON THE
DISPOSITION OF STOCK.
INDEMNIFICATION
Article eleventh of the Certificate of Incorporation of Bob Evans
Farms, Inc. limits the liability of Bob Evans Farms, Inc. directors. Article
Eleventh provides that no director or former director will be personally liable
to Bob Evans Farms, Inc. or its stockholders for monetary damages for breach of
fiduciary duty as a director except in the instance of (1) a breach of the
director's duty of loyalty to Bob Evans Farms, Inc. or its stockholders, (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) the paying of a dividend or the approving of a
stock repurchase or redemption which is illegal under the Delaware General
Corporation Law, or (4) any transaction from which the director derives an
improper personal benefit.
Article IX of the By-Laws of Bob Evans Farms, Inc. provides that Bob
Evans Farms, Inc. will indemnify and hold harmless any officer or director
against expenses and other costs resulting from any action, suit or proceeding,
whether civil, criminal, administrative or investigative, reasonably incurred or
suffered by the director or officer to the fullest extent permitted by Delaware
law. Expenses may be advanced to any officer or director only upon delivery to
Bob Evans Farms, Inc. of an undertaking by or on behalf of the officer or
director, to repay all amounts so advanced if it shall ultimately be determined
by final judicial decision that the officer or director is not entitled to be
indemnified for the expenses. Bob Evans Farms, Inc. also may grant rights to
indemnification, and to the advancement of expenses to any employee or agent of
Bob Evans Farms, Inc. consistent with Article IX of the By-Laws of Bob Evans
Farms, Inc.
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Bob Evans Farms, Inc. has purchased insurance coverage which insures
the directors and officers against liabilities incurred by them in their
capacity as directors and officers.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling Bob Evans Farms,
Inc. pursuant to the foregoing provisions, Bob Evans Farms, Inc. has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is therefore unenforceable.
USE OF PROCEEDS
Shares of Bob Evans Farms, Inc. stock to be acquired by participants
under the Plan will be provided through open-market purchases. We will not
receive any compensation in connection with the purchase of shares of Bob Evans
Farms, Inc. stock for participants in the Plan.
LEGAL MATTERS
Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio
43215 will pass upon the legal matters regarding the Bob Evans Farms, Inc. stock
to be awarded under the Plan. As of March 16, 1999, members of Vorys, Sater,
Seymour and Pease LLP and attorneys employed thereby, together with members of
their immediate families, beneficially owned an aggregate of 200 shares of Bob
Evans Farms, Inc. stock.
REPORTS TO SHAREHOLDERS
Our stockholders receive Annual Reports containing audited consolidated
financial statements with the report of our independent auditors.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements incorporated by reference in our Annual Report on Form 10-K
and our financials statements schedules included in our Annual Report on Form
10-K for the year ended April 24, 1998, as set forth in their reports, which are
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and our financial statement schedules are
incorporated by reference in reliance on Ernst & Young LLP's reports, given
their authority as experts in accounting and auditing.
FORWARD LOOKING STATEMENTS
This prospectus contains or incorporates forward-looking statements.
You can identify these forward-looking statements by our use of the words
"believes", "anticipates", "expects", "may", "will", "intends", "estimates", and
similar expressions, whether in the negative or affirmative. Although we believe
that these forward-looking statements reflect our plans, intentions, and
expectations, we can give no assurance that we actually will achieve these
plans, intentions or expectations. Our actual results could differ materially
from the plans, intentions or expectations disclosed in the forward-looking
statements we make. We undertake no obligation to publicly update or revise any
forward-looking statement or any information contained in any forward-looking
statement. You are cautioned not to place any undue reliance on these
forward-looking statements, which speak only as of their dates.
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