Tom Sandell‘s Sandell Asset Management has filed a Form 13D with the SEC on its top stock holding as of the end of 2015, Bob Evans Farms Inc (NASDAQ:BOBE). The filing shows a small reduction in Sandell’s stake in the company, to just under 1.38 million shares, from about 1.41 million shares at the start of the year. More importantly, item 4 of the filing was updated to express the hedge fund’s displeasure with the lack of any concrete plans being proffered by Bob Evans Farms during the company’s March 2 investor call, in relation to studying the company’s options as far as splitting its businesses or increasing shareholder value in other ways.
Item 4 of the filing says 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.”
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Castlerigg Master Investments Ltd | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
| Castlerigg International Limited | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
| Castlerigg International Holdings Limited | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
| Castlerigg Offshore Holdings, Ltd | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
| Castlerigg Active Investment Fund, Ltd. (f k a Castlerigg Global Equity Special Event Fund, Ltd.) | 0 | 0 | 0 | 0 | 0 | (see Item 5) 0% |
| Castlerigg Active Investment Intermediate Fund | 0 | 0 | 0 | 0 | 0 | (see Item 5) 0% |
| Castlerigg Active Investment Master Fund, Ltd. (f k a Castlerigg Global Equity Special Event Master Fund Ltd.) | 0 | 0 | 0 | 0 | 0 | (see Item 5) 0% |
| Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions Castlerigg Equity Event and Arbitrage UCITS Fund) | 0 | 0 | 0 | 0 | 0 | (see Item 5) 0% |
| Sandell Investment Services | 0 | 0 | 0 | 0 | 0 | (see Item 5) 0% |
| Sandell Asset Management Corp | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
| Thomas E. Sandell | 0 | 1,377,561 | 0 | 1,377,561 | 1,377,561 | (see Item 5) 7.0% |
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Page 1 of 20 SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 14)* | |
| Bob Evans | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 096761101 | |
| (CUSIP Number) | |
| Marc Weingarten, Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| March 4, | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 21 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg Master Investments Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 3 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg International Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 4 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg International Holdings Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 5 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg Offshore Holdings, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 6 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg Active Investment Fund, Ltd. (f/k/a Castlerigg | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 0 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 7 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg Active Investment Intermediate Fund, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 0 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 0% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
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Page 8 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Castlerigg Active Investment Master Fund, Ltd. (f/k/a | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 0 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 9 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Merrill Lynch Investment Solutions SICAV (on behalf of Merrill | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 0 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 0% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
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Page 10 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Sandell Investment Services, L.L.C. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 0 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 0% | |||
| 14 | TYPE OF REPORTING PERSON CO; IA | |||
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Page 11 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Sandell Asset Management Corp. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON CO; IA | |||
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Page 12 of 20 SEC Filing
| 1 | NAME OF REPORTING PERSONS Thomas E. Sandell | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Sweden | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,377,561 shares of Common Stock | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,377,561 shares of Common Stock | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,377,561 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 7.0% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
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Page 13 of 20 SEC Filing
This Amendment No. 14 (“Amendment No. 14”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September
24, 2013 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November
12, 2013 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on December 6, 2013
(“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on December 10, 2013 (“Amendment
No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on January 14, 2014 (“Amendment No. 4”),
Amendment No. 5 to the Original Schedule 13D, filed with the SEC on January 31, 2014 (“Amendment No. 5”), Amendment
No. 6 to the Original Schedule 13D, filed with the SEC on March 7, 2014 (“Amendment No. 6”), Amendment No. 7 to the
Original Schedule 13D, filed with the SEC on March 18, 2014 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule
13D, filed with the SEC on April 24, 2014 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed
with the SEC on July 3, 2014 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC
on September 24, 2014 (“Amendment No. 10” ), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on July
1, 2015, Amendment No. 12 to the Original Schedule 13D, filed with the SEC on December 4, 2015, and Amendment No. 13 to the Original
Schedule 13D, filed with the SEC on December 23, 2015 (“Amendment No. 13 and, together with the Original Schedule 13D, Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment
No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 13, and this Amendment No. 14, the “Schedule 13D”), with respect
to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Bob Evans Farms, Inc., a Delaware
corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the
meanings set forth in the Schedule 13D. This Amendment No. 14 amends Items 3, 4, and 5 as set forth below. This Amendment No. 14
is being filed as a result of the expiration of call options on the Common Stock previously held by the Reporting Persons.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| The Reporting Persons used a total of approximately $63,863,525 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D. | |
| Funds for the purchase of the Common Stock reported herein as beneficially held by the Reporting Persons were derived from available working capital of Castlerigg Master Investment. Such Common Stock is or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts. | |
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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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Page 15 of 20 SEC Filing
| (iii) | Castlerigg Holdings: | |||
| (a) | As of the date hereof, Castlerigg Holdings 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 | |||
| (iv) | Castlerigg Offshore Holdings: | |||
| (a) | As of the date hereof, Castlerigg Offshore Holdings 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 | |||
| (v) | CAI Fund: | |||
| (a) | As of the date hereof, CAI Fund may be deemed the beneficial owner of 0 shares of Common Stock. | |||
| Percentage: Approximately 0% as of the date hereof. | ||||
| (b) | 1. | Sole power to vote or direct vote: 0 | ||
| 2. | Shared power to vote or direct vote: 0 shares of Common Stock | |||
| 3. | Sole power to dispose or direct the disposition: 0 | |||
| 4. | Shared power to dispose or direct the disposition: 0 shares of Common Stock | |||
| (vi) | CAI Intermediate: | |||
| (a) | As of the date hereof, CAI Intermediate may be deemed the beneficial owner of 0 shares of Common Stock. | |||
| Percentage: Approximately 0% as of the date hereof. | ||||
| (b) | 1. | Sole power to vote or direct vote: 0 | ||
| 2. | Shared power to vote or direct vote: 0 shares of Common Stock | |||
| 3. | Sole power to dispose or direct the disposition: 0 | |||
| 4. | Shared power to dispose or direct the disposition: 0 shares of Common Stock | |||
| (vii) | CAI Master: | |||
| (a) | As of the date hereof, CAI Master may be deemed the beneficial owner of 0 shares of Common Stock. | |||
| Percentage: Approximately 0% as of the date hereof. | ||||
| (b) | 1. | Sole power to vote or direct vote: 0 | ||
| 2. | Shared power to vote or direct vote: 0 shares of Common Stock | |||
| 3. | Sole power to dispose or direct the disposition: 0 | |||
| 4. | Shared power to dispose or direct the disposition: 0 shares of Common Stock | |||
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Page 16 of 20 SEC Filing
| (viii) | MLIS: | |||
| (a) | As of the date hereof, MLIS may be deemed the beneficial owner of 0 shares of Common Stock. | |||
| Percentage: Approximately 0% as of the date hereof. | ||||
| (b) | 1. | Sole power to vote or direct vote: 0 | ||
| 2. | Shared power to vote or direct vote: 0 shares of Common Stock | |||
| 3. | Sole power to dispose or direct the disposition: 0 | |||
| 4. | Shared power to dispose or direct the disposition: 0 shares of Common Stock | |||
| (ix) | SIS: | |||
| (a) | As of the date hereof, SIS may be deemed the beneficial owner of 0 shares of Common Stock. | |||
| Percentage: Approximately 0% as of the date hereof. | ||||
| (b) | 1. | Sole power to vote or direct vote: 0 | ||
| 2. | Shared power to vote or direct vote: 0 shares of Common Stock | |||
| 3. | Sole power to dispose or direct the disposition: 0 | |||
| 4. | Shared power to dispose or direct the disposition: 0 shares of Common Stock | |||
| (x) | SAMC: | |||
| (a) | As of the date hereof, SAMC 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 | |||
| (xi) | Mr. Sandell: | |||
| (a) | As of the date hereof, Mr. Sandell 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 | |||
| The Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 1,377,561 shares of Common Stock, constituting approximately 6.6% of the shares of Common Stock outstanding. |
| (b) By virtue of investment management agreements with Castlerigg Master Investment and CAI Master, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,377,561 shares of Common Stock beneficially owned by Castlerigg Master Investment and CAI Master. By virtue of his direct and indirect control of SAMC, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC has voting power or dispositive power. | |
| (c) Information concerning all transactions in the securities of the Issuer effected by the Reporting Persons during the past 60 days is set forth in Schedule B. Unless otherwise indicated, all of such transactions were effected in the open market. | |
| (e) As of December 31, 2015, the CAI Fund, CAI Intermediate, and CAI Master ceased to be beneficial owners of the Common Stock. As of January 27, 2016, MLIS and SIS ceased to be beneficial owners of the Common Stock. This Amendment No. 14 constitutes an exit filing for the foregoing Reporting Persons. |
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Page 17 of 20 SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: March 4, 2016
| CASTLERIGG MASTER INVESTMENTS LTD. | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| CASTLERIGG INTERNATIONAL LIMITED | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| CASTLERIGG INTERNATIONAL HOLDINGS LIMITED | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
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Page 18 of 20 SEC Filing
| CASTLERIGG OFFSHORE HOLDINGS, LTD. | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| CASTLERIGG ACTIVE INVESTMENT FUND, LTD. | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| CASTLERIGG ACTIVE INVESTMENT INTERMEDIATE FUND, LTD. | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD. | |||
| By: | Sandell Asset Management Corp., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
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Page 19 of 20 SEC Filing
| MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds, acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund | |||
| By: | Sandell Investment Services, L.L.C., as Investment Manager | ||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| SANDELL ASSET MANAGEMENT CORP. | |||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Chief Executive Officer | ||
| SANDELL INVESTMENT SERVICES, L.L.C. | |||
| By: | /s/ Thomas E. Sandell | ||
| Name: | Thomas E. Sandell | ||
| Title: | Managing Member | ||
| /s/ Thomas E. Sandell | |||
| Thomas E. Sandell | |||
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Page 20 of 20 SEC Filing
SCHEDULE B
TRANSACTIONS IN THE ISSUER’S SHARES OF
COMMON STOCK
BY THE REPORTING PERSONS
This Schedule sets forth information with respect
to each transaction in shares of Common Stock that were effectuated by the Reporting Persons during the past 60 days. Unless otherwise
indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage commissions.
Castlerigg Master Investment
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 01/14/2016 | (27,844) | 37.69 |
Castlerigg Merger Arbitrage UCITS Fund
| Trade Date | Shares Purchased (Sold) | Price Per Share ($) |
| 01/13/2016 | (24,575) | 38.08 |
| 01/14/2016 | (600) | 37.69 |
| 01/27/2016 | (29,939) | 39.99 |
