0000902664-15-002955.txt : 20150701 0000902664-15-002955.hdr.sgml : 20150701 20150701160908 ACCESSION NUMBER: 0000902664-15-002955 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150701 DATE AS OF CHANGE: 20150701 GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT FUND, L.P. GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT FUND, LTD. GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD. GROUP MEMBERS: CASTLERIGG EQUITY EVENT & ARBITRAGE FUND GROUP MEMBERS: CASTLERIGG INTERNATIONAL HOLDINGS LTD GROUP MEMBERS: CASTLERIGG INTERNATIONAL LTD GROUP MEMBERS: CASTLERIGG MASTER INVESTMENTS LTD. GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT FUND, LTD. GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT INTERMEDIATE FUND GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT MASTER FUND, LTD. GROUP MEMBERS: CASTLERIGG OFFSHORE HOLDINGS, LTD. GROUP MEMBERS: MERRILL LYNCH INVESTMENT SOLUTIONS SICAV GROUP MEMBERS: PULTENEY STREET PARTNERS, LP GROUP MEMBERS: SANDELL INVESTMENT SERVICES, LLC GROUP MEMBERS: THOMAS E. SANDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOB EVANS FARMS INC CENTRAL INDEX KEY: 0000033769 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 314421866 STATE OF INCORPORATION: DE FISCAL YEAR END: 0424 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20092 FILM NUMBER: 15965163 BUSINESS ADDRESS: STREET 1: 8111 SMITH'S MILL ROAD CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 614-491-2225 MAIL ADDRESS: STREET 1: 8111 SMITH'S MILL ROAD CITY: NEW ALBANY STATE: OH ZIP: 43054 FORMER COMPANY: FORMER CONFORMED NAME: EVANS BOB FARMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TAM O SHANTER LTD INC DATE OF NAME CHANGE: 19750908 FORMER COMPANY: FORMER CONFORMED NAME: EVANS BOB FARMS SALES INC DATE OF NAME CHANGE: 19750423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p15-1510sc13da.htm BOB EVANS FRMS INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
 

Bob Evans Farms, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

096761101

(CUSIP Number)
 
 

Marc Weingarten, Esq.

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)
 

July 1, 2015

(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 28 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).

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 2 of 28 Pages

 

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

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,400,891 shares of Common Stock (including options to purchase 202,500 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 5)

6.3%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 3 of 28 Pages

 

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

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,400,891 shares of Common Stock (including options to purchase 202,500 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 5)

6.3%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 4 of 28 Pages

 

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

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,400,891 shares of Common Stock (including options to purchase 202,500 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 5)

6.3%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 5 of 28 Pages

 

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

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,400,891 shares of Common Stock (including options to purchase 202,500 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 5)

6.3%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 6 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Fund, 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

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 7 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event 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

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 8 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Master Fund, 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

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

0%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 9 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Fund, Ltd. (f/k/a Castlerigg Global Equity Special Event Fund, 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

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

455,400 shares of Common Stock (including options to purchase 46,700 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 5)

2.0%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 10 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Intermediate Fund, L.P. (f/k/a Castlerigg Global Equity Special Event 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

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

455,400 shares of Common Stock (including options to purchase 46,700 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 5)

2.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 11 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Active Investment Master Fund, Ltd. (f/k/a Castlerigg Global Equity Special Event Master Fund 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

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

455,400 shares of Common Stock (including options to purchase 46,700 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 5)

2.0%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 12 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund)

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

248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

248,902 shares of Common Stock (including options to purchase 128,600 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 5)

1.1%

14

TYPE OF REPORTING PERSON

CO

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 13 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Equity Event and Arbitrage Fund

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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

13,550 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

13,550 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

13,550 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 5)

0.1%

14

TYPE OF REPORTING PERSON

IV

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 14 of 28 Pages

 

 

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

248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

248,902 shares of Common Stock (including options to purchase 128,600 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 5)

1.1%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 15 of 28 Pages

 

1

NAME OF REPORTING PERSONS

Pulteney Street Partners, L.P.

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

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

15,888 shares of Common Stock (including options to purchase 2,200 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 5)

0.1%

14

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 16 of 28 Pages

 

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

1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,885,729 shares of Common Stock (including options to purchase 251,400 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 5)

8.4%

14

TYPE OF REPORTING PERSON

CO; IA

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 17 of 28 Pages

 

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

2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,134,631 shares of Common Stock (including options to purchase 380,000 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 5)

9.6%

14

TYPE OF REPORTING PERSON

IN

         
 
CUSIP No. 096761101SCHEDULE 13D/APage 18 of 28 Pages

This Amendment No. 11 (“Amendment No. 11”) 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”), and Amendment No. 10 to the Original Schedule 13D, filed with the SEC on September 24, 2014 (“Amendment No. 10” 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 and this Amendment No. 11, 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. 11 have the meanings set forth in the Schedule 13D. This Amendment No. 11 amends Items 2, 3, 5, 6 and 7 as set forth below. As of June 1, 2015, CMAEE Fund, CMAEE Intermediate and CMAEE Master ceased to beneficially own any shares of Common Stock. Accordingly, this Amendment No. 11 constitutes an exit filing for CMAEE Fund, CMAEE Intermediate and CMAEE Master.

 

Item 2. IDENTITY AND BACKGROUND

 

Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule are hereby amended and restated in their entirety as follows:

 

  (a)  This statement is filed by (i) Castlerigg Master Investments, Ltd., a British Virgin Islands company (“Castlerigg Master Investment”); (ii) Castlerigg International Limited, a British Virgin Islands company (“Castlerigg International”); (iii) Castlerigg International Holdings Limited, a British Virgin Islands company (“Castlerigg Holdings”); (iv) Castlerigg Offshore Holdings, Ltd., a Cayman Islands exempted company (“Castlerigg Offshore Holdings”); (v) Castlerigg Merger Arbitrage and Equity Event Fund, Ltd., a British Virgin Islands company (“CMAEE Fund”); (vi) Castlerigg Merger Arbitrage and Equity Event Intermediate Fund, L.P., a British Virgin Islands limited partnership (“CMAEE Intermediate”); (vii) Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd., a British Virgin Islands company (“CMAEE Master”); (viii) Castlerigg Active Investment Fund, Ltd., a British Virgin Islands company (f/k/a Castlerigg Global Equity Special Event Fund, Ltd.) (“CAI Fund”); (ix) Castlerigg Active Investment Intermediate Fund, L.P., a British Virgin Islands limited partnership (f/k/a Castlerigg Global Equity Special Event Intermediate Fund, Ltd.) (“CAI Intermediate”); (x) Castlerigg Active Investment Master Fund, Ltd., a British Virgin Islands company (f/k/a Castlerigg Global Equity Special Event Master Fund, Ltd.) (“CAI Master”); (xi) Merrill Lynch Investment Solutions SICAV, a société d’investissement à capital variable organized under the laws of the Grand-Duchy of Luxembourg (“MLIS”); (xii) Castlerigg Equity Event and Arbitrage Fund (“CEEAF”), a series of ALTMFX Trust, an investment company registered under section 8 of the Investment Company Act of 1940, as amended; (xiii) Sandell Investment Services, L.L.C., a Delaware limited liability company (“SIS”); (xiv) Pulteney Street Partners, L.P., a Delaware limited partnership (“Pulteney Partners”); (xv) Sandell Asset Management Corp., a Cayman Islands exempted company (“SAMC”); and (xvi) Thomas E. Sandell, a citizen of Sweden, who serves as Chief Executive Officer of SAMC (“Mr. Sandell” and together with Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate, CAI Master, MLIS, CEEAF, SIS, Pulteney Partners and SAMC, the “Reporting Persons”).

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 19 of 28 Pages

 

  (b)  The principal business address of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate and CAI Master is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands.  The principal business address of Castlerigg Offshore Holdings is c/o Maples Fund Services (Cayman) Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  The principal business address of MLIS is c/o State Street Bank Luxembourg S.A., 49 avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.  The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022.  The principal business address of CEEAF is c/o Atlantic Fund Services, Three Canal Plaza, Suite 600, Portland, Maine 04101.  The principal business address of SIS, SAMC and Mr. Sandell is 540 Madison Ave., 36th Floor, New York, New York 10022.

 

  (c)  The principal business of SIS and SAMC is to provide investment management and advisory services to private individuals, institutions and funds.  The principal business of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate, CAI Master, MLIS, CEEAF and Pulteney Partners is to invest in securities.  The principal business of Mr. Sandell is to serve as Chief Executive Officer of SAMC and as Managing Member of SIS.  

 

  (f)  Each of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate and CAI Master is a company formed under the laws of the British Virgin Islands.  Each of Castlerigg Offshore Holdings and SAMC is a Cayman Islands exempted company.  MLIS is an open-ended investment company, organized as a société d’investissement à capital variable under the laws of the Grand-Duchy of Luxembourg.  CEEAF is a series of ALTMFX Trust, a Delaware statutory trust.  Pulteney Partners is a Delaware limited partnership. SIS is a limited liability company incorporated in Delaware.  Mr. Sandell is a citizen of Sweden.

 

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 $84,256,000 (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 (i) available working capital of Castlerigg Master Investment, for the shares of Common Stock held directly by it, (ii) available working capital of CMAEE Master, for the shares of Common Stock held directly by it, (iii) available working capital of CAI Master, for the shares of Common Stock held directly by it, (iv) available working capital of MLIS, for the shares of Common Stock held directly by it, (v) available working capital of CEEAF, for the shares of Common Stock held directly by it, (vi) available working capital of Pulteney Partners, for the shares of Common Stock held directly by it, and (vii) margin borrowings described in the following sentence, for the shares of Common Stock held directly by Castlerigg Master Investment, CMAEE Master, CAI Master, MLIS and Pulteney Partners.  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.

 

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 20 of 28 Pages

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Paragraphs (a) – (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 2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock), constituting approximately 9.6% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 22,321,207 shares of Common Stock outstanding as of June 17, 2015, as reported in the Issuer’s Annual Report on Form 10-K, filed with the SEC on June 19, 2015.

 

  (i) Castlerigg Master Investment:
    (a) As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 6.3% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

 

  (ii) Castlerigg International:
    (a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 6.3% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
           

  

  (iii) Castlerigg Holdings:
    (a) As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 6.3% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
           

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 21 of 28 Pages

 

  (iv) Castlerigg Offshore Holdings:
    (a) As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage:  Approximately 6.3% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,400,891 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
           

 

  (v) CMAEE Fund:
    (a) As of the date hereof, CMAEE Fund may be deemed the beneficial owner of 0.
      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
      3. Sole power to dispose or direct the disposition:  0
      4. Shared power to dispose or direct the disposition:  0
           

 

  (vi) CMAEE Intermediate:
    (a) As of the date hereof, CMAEE Intermediate may be deemed the beneficial owner of 0.
      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
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition:  0
           

 

  (vii) CMAEE Master:
    (a) As of the date hereof, CMAEE Master may be deemed the beneficial owner of 0.
      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
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition:  0

 

  (viii) CAI Fund:
    (a) As of the date hereof, CAI Fund may be deemed the beneficial owner of 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock).
      Percentage: Approximately 2.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 22 of 28 Pages

 

  (ix) CAI Intermediate:
    (a) As of the date hereof, CAI Intermediate may be deemed the beneficial owner of 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock).
      Percentage: Approximately 2.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)
             

 

  (x) CAI Master:
    (a) As of the date hereof, CAI Master may be deemed the beneficial owner of 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock).
      Percentage: Approximately 2.0% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 455,400 shares of Common Stock (including options to purchase 46,700 shares of Common Stock)
             

 

  (xi) MLIS:
    (a) As of the date hereof, MLIS may be deemed the beneficial owner of 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
      Percentage: Approximately 1.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
             

 

  (xii) CEEAF:
    (a) As of the date hereof, CEEAF may be deemed the beneficial owner of 13,550 shares of Common Stock.
      Percentage: Approximately 0.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 13,550 shares of Common Stock
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 13,550 shares of Common Stock
             

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 23 of 28 Pages

 

  (xiii) SIS:
    (a) As of the date hereof, SIS may be deemed the beneficial owner of 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
      Percentage: Approximately 1.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

 

  (xiv) Pulteney Partners:
    (a) As of the date hereof, Pulteney Partners may be deemed the beneficial owner of 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock).
      Percentage: Approximately 0.1% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

 

  (xv) SAMC:
    (a) As of the date hereof, SAMC may be deemed the beneficial owner of 1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock).
      Percentage: Approximately 8.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)
             

  

  (xvi) Mr. Sandell:
    (a) As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock).
      Percentage: Approximately 9.6% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)
             

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 24 of 28 Pages

  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 2,134,631 shares of Common Stock (including options to purchase 380,000 shares of Common Stock), constituting approximately 9.6% of the shares of Common Stock outstanding.  
   
  (b) By virtue of investment management agreements with Castlerigg Master Investment, CMAEE Master, CAI Master and Pulteney Partners and an advisory agreement with CEEAF, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,885,729 shares of Common Stock (including options to purchase 251,400 shares of Common Stock) beneficially owned by Castlerigg Master Investment, CMAEE Master, CAI Master, CEEAF and Pulteney Partners.  By virtue of an investment management agreement with MLIS, SIS has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 248,902 shares of Common Stock (including options to purchase 128,600 shares of Common Stock) beneficially owned by MLIS.  By virtue of his direct and indirect control of SAMC and SIS, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC and SIS have voting power or dispositive power.  
   
  (c) On June 1, 2015, in connection with an internal rebalancing, CAI Fund acquired 194,107 shares at a cost of $45.93 per share from CMAEE Fund.  Except for such internal transfer, no transactions in the securities of the Issuer were effected by the Reporting Persons during the last 60 days.
   
  (e) As of June 1, 2015, CMAEE Fund, CMAEE Intermediate and CMAEE Master ceased to beneficially own any shares of Common Stock.  Accordingly, this Amendment No. 11 constitutes an exit filing for CMAEE Fund, CMAEE Intermediate and CMAEE Master.

   

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
  The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.  A copy of such agreement is attached as Exhibit 16 and is incorporated by reference herein.
   
  The Reporting Persons have purchased call option contracts covering 380,000 shares of Common Stock with an exercise date of December 18, 2015 and a strike price of $55.00.
   
  Other than the joint filing agreement, the options and items otherwise described in the Schedule 13D, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

Item 7. EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit Description
16 Joint Filing Agreement, dated July 1, 2015.
 
CUSIP No. 096761101SCHEDULE 13D/APage 25 of 28 Pages

 

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: July 1, 2015

 

  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  
       
       

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 26 of 28 Pages

 

 

  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 MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 27 of 28 Pages

 

 

  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  
       
       
  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  

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 28 of 28 Pages

 

 

  ALTMFX TRUST, an open-end, management investment company, acting for and on behalf of Castlerigg Equity Event and Arbitrage Fund  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., 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  
     

 

 

 EX-99 2 p15-1510exhibit_16.htm EXHIBIT 16

EXHIBIT 16

 

Joint Filing Agreement

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

 

Dated: July 1, 2015.

 

  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  

 

 
 

 

 

  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 MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER 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 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  

 

 

  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  

 

 
 

 

 

  ALTMFX TRUST, an open-end, management investment company, acting for and on behalf of Castlerigg Equity Event and Arbitrage Fund  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., 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