Amended Statement of Beneficial Ownership (sc 13d/a)
December 07 2016 - 1:56PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 16)*
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Bob Evans
Farms, Inc.
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(Name of Issuer)
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Common Stock,
$0.01 par value
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(Title of Class of Securities)
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096761101
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(CUSIP Number)
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Marc Weingarten,
Esq.
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December
6, 2016
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(Date of Event Which Requires Filing of This Statement)
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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 10 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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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
2
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Castlerigg Master Investments Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
3
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Castlerigg International Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
4
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Castlerigg International Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
5
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Castlerigg Offshore Holdings, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
6
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sandell Asset Management Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
CO; IA
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
7
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Thomas E. Sandell
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
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9
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SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,601,361 shares of Common Stock (including options
to purchase 337,700 shares of Common Stock)
|
|
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item
5)
8.1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
8
of 10 Pages
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This Amendment No. 16 (“Amendment No. 16”) 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, Amendment No. 13 to the Original
Schedule 13D, filed with the SEC on December 23, 2015 (“Amendment No. 13”) Amendment No. 14 to the Original Schedule
13D, filed with the SEC on March 4, 2016 (“Amendment No. 14”), and Amendment No. 15 to the Original Schedule 13D, filed
with the SEC on September 22, 2016, (“Amendment No. 15,” 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. 12, Amendment No. 13, Amendment No. 15, and this Amendment No. 16, 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. 16 have the meanings set forth in the Schedule 13D. This Amendment No. 16 amends Items 4 and 7 as set
forth below.
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Item 4.
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PURPOSE OF TRANSACTION
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Item
4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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On
December 6, 2016, SAMC issued a press release (the "Press Release"), stating, among other things, that the Reporting Persons
do not intend to pursue a consent solicitation at this time as a result of the Issuer's disclosure that its Board is working
with J.P. Morgan as it continues to evaluate all options to create shareholder value. The Reporting Persons intend to continue
to monitor developments at the Issuer.
The
Press Release is attached hereto as Exhibit 18. The description of the Press Release contained in this response to Item
4 is qualified in its entirety by reference to the Press Release, which is incorporated herein by reference.
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Item 7.
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EXHIBITS
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Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Exhibit
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Description
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18
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Press Release, dated December 6, 2016.
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
9
of 10 Pages
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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: December 6, 2016
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CASTLERIGG MASTER INVESTMENTS LTD.
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By:
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Sandell Asset Management Corp., as Investment Manager
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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Title:
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Chief Executive Officer
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CASTLERIGG INTERNATIONAL LIMITED
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By:
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Sandell Asset Management Corp., as Investment Manager
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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Title:
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Chief Executive Officer
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CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
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By:
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Sandell Asset Management Corp., as Investment Manager
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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Title:
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Chief Executive Officer
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CASTLERIGG OFFSHORE HOLDINGS, LTD.
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By:
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Sandell Asset Management Corp., as Investment Manager
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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CUSIP No. 096761101
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SCHEDULE 13D/A
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Page
10
of 10 Pages
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Title:
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Chief Executive Officer
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SANDELL ASSET MANAGEMENT CORP.
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By:
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/s/ Thomas E. Sandell
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Name:
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Thomas E. Sandell
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Title:
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Chief Executive Officer
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/s/ Thomas E. Sandell
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Thomas E. Sandell
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