Bob Evans Farms Inc (BOBE): Sandell Asset Management Has Some Bones to Pick Following Investor Call

Page 14 of 20 SEC Filing

Item 4.	PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons are disappointed that the Issuer did not announce any specific plan on its March 2, 2016 investor conference call to retain an investment banking firm to advise on the various options available in order to achieve a separation of the Bob Evans Restaurants and BEF Foods businesses or to otherwise increase shareholder value.  The Reporting Persons continue to believe there are compelling business reasons to separate the Issuer’s Bob Evans Restaurants business segment and its highly-profitable BEF Foods business segment and that it is currently an ideal time to do so.  The Reporting Persons believe that the Issuer must immediately retain and announce the retention of an investment banking firm to advise on the various options available in order to achieve a separation of the Bob Evans Restaurants and BEF Foods businesses.  The Reporting Persons intend to actively discuss these matters as well as matters relating to shareholder board representation with the Issuer’s management, Board of Directors, shareholders, and other third parties.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a), (b), (c), and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
	(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,377,561 shares of Common Stock, constituting approximately 7.0% of the Issuer’s currently outstanding Common Stock.  The percentage of shares of Common Stock reported herein are based upon the 19,800,838 shares of Common Stock outstanding as of February 26, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on March 2, 2016.

	(i)	Castlerigg Master Investment:
		(a)	As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
			Percentage: Approximately 7.0% as of the date hereof.
		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,377,561 shares of Common Stock
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

	(ii)	Castlerigg International:
		(a)	As of the date hereof, Castlerigg International may be deemed the beneficial owner of 1,377,561 shares of Common Stock.
			Percentage: Approximately 7.0% as of the date hereof.
		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,377,561 shares of Common Stock
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,377,561 shares of Common Stock

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