SC 13D 1 p13-1764sc13d.htm BOB EVANS FARM SCHEDULE 13D

 

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

Bob Evans Farms, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

096761101

(CUSIP Number)
 

Marc Weingarten and David Rosewater

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)
 

September 17, 2013

(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 33 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 13DPage 3 of 33 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

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

867,075 shares of Common Stock (including options to purchase 209,000 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)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 4 of 33 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

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

867,075 shares of Common Stock (including options to purchase 209,000 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)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 5 of 33 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

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

867,075 shares of Common Stock (including options to purchase 209,000 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)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 6 of 33 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

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

867,075 shares of Common Stock (including options to purchase 209,000 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)

3.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13DPage 7 of 33 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

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

149,652 shares of Common Stock (including options to purchase 35,400 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)

0.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13DPage 8 of 33 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

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

149,652 shares of Common Stock (including options to purchase 35,400 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)

0.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 9 of 33 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

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

149,652 shares of Common Stock (including options to purchase 35,400 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)

0.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13DPage 10 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

46,070 shares of Common Stock (including options to purchase 11,300 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)

0.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13DPage 11 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

46,070 shares of Common Stock (including options to purchase 11,300 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)

0.2%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 096761101SCHEDULE 13DPage 12 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

46,070 shares of Common Stock (including options to purchase 11,300 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)

0.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 13 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg UCITS Funds plc

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

Republic of Ireland

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

322,915 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)

1.2%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 14 of 33 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

322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

322,915 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)

1.2%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 15 of 33 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

9,122 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,122 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

9,122 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)

0.0%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 16 of 33 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

1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,071,919 shares of Common Stock (including options to purchase 257,900 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)

3.9%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 17 of 33 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

1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,394,834 shares of Common Stock (including options to purchase 386,500 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)

5.1%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 18 of 33 Pages

 

Item 1. SECURITY AND ISSUER
   
This statement relates 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").  The principal executive office of the Issuer is located at 3776 South High Street, Columbus, Ohio 43207.

 

Item 2. IDENTITY AND BACKGROUND
   

(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 Global Equity Special Event Fund, Ltd., a British Virgin Islands company ("CGESE Fund"); (ix) Castlerigg Global Equity Special Event Intermediate Fund, L.P., a British Virgin Islands limited partnership ("CGESE Intermediate"); (x) Castlerigg Global Equity Special Event Master Fund, Ltd., a British Virgin Islands company ("CGESE Master"); (xi) Castlerigg UCITS Funds plc, a public limited company formed in the Republic of Ireland ("UCITS"); (xii) Sandell Investment Services, L.L.C., a Delaware limited liability company ("SIS"); (xiii) Pulteney Street Partners, L.P., a Delaware limited partnership ("Pulteney Partners"); (xiv) Sandell Asset Management Corp., a Cayman Islands exempted company (“SAMC”); and (xv) 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, CGESE Fund, CGESE Intermediate, CGESE Master, UCITS, SIS, Pulteney Partners and SAMC, the "Reporting Persons").

 

(b) The principal business address of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate and CGESE 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 UCITS is c/o BNY Mellon Fund Services (Ireland) Limited, Guild House, Guild Street, IFSC, Dublin 1, Ireland.  The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022.  The principal business address of SIS, SAMC and Mr. Sandell is 40 West 57th Street, 26th Floor, New York, New York 10019.
(c) The principal business of SIS and SAMC is to provide investment management services to private individuals and institutions.  The principal business of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate, CGESE Master, UCITS 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.  

 

 
CUSIP No. 096761101SCHEDULE 13DPage 19 of 33 Pages

 

(d) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate and CGESE 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.  UCITS is a public limited company formed under the laws of the Republic of Ireland.  Pulteney Partners is a Delaware limited partnership. SIS is a limited liability company incorporated in Delaware.  Mr. Sandell is a citizen of Sweden.
The name, citizenship, present principal occupation or employment and business address of each director and executive officer, general partner or managing member, as applicable, of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate, CGESE Master, UCITS, SIS, Pulteney Partners and SAMC is set forth in Schedule A attached hereto.  To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such entities or individuals owns any shares of Common Stock.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   

The Reporting Persons used a total of approximately $47,158,524 (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 CGESE Master, for the shares of Common Stock held directly by it, (iv) available working capital of UCITS, for the shares of Common Stock held directly by it, (v) available working capital of Pulteney Partners, for the shares of Common Stock held directly by it, and (vi) margin borrowings described in the following sentence, for the shares of Common Stock held directly by Castlerigg Master Investment, CMAEE Master, CGESE Master, UCITS and Pulteney Partners. Such Common Stock is held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.

     

 

 
CUSIP No. 096761101SCHEDULE 13DPage 20 of 33 Pages

 

Item 4. PURPOSE OF TRANSACTION
   
The shares of Common Stock reported in this Schedule 13D have been purchased and held for investment in the ordinary course of business.  The Reporting Persons initially invested in the Issuer because they believed the stock was undervalued and represented a potentially profitable investment opportunity.
 
Representatives of the Reporting Persons have had, and expect to continue to have, discussions with the Issuer's management and board of directors (the "Board"), other shareholders of the Issuer and other relevant parties relating to the Issuer's business, operations, strategy, governance, future plans and related matters.
 
On September 23, 2013, the Reporting Persons sent a letter to the Board indicating their belief that the Issuer’s stock price does not reflect the significant intrinsic value of the Issuer's assets and expressing their concern regarding the Issuer's relative under-performance as compared to other publicly traded family-dining peers over the last 3-year and 5-year time periods, as well as their belief that the management of the Issuer has failed to adequately address such under-performance.  The letter also expressed the Reporting Persons' belief that the Issuer suffers from a conglomerate discount as a result of the Issuer’s two business segments, a family-dining restaurant business and a packaged foods business, which has contributed to the discount at which the Issuer's Common Stock trades as compared to its peers.  In addition, the letter outlined the Reporting Persons' proposals for increasing the value of the Issuer, consisting of (i) the separation of its packaged foods business, BEF Foods, through a sale or a spin-off to the Issuer's stockholders; (ii) the entry into a sale-leaseback transaction to realize the significant real estate value associated with the Issuer's owned restaurant properties; and (iii) the launch of a large, one-time self-tender for the Issuer's Common Stock.  The foregoing summary is qualified by reference to the full text of the letter, attached as Exhibit 1 hereto, and incorporated herein by reference.
 
On September 24, 2013, the Reporting Persons issued a press release containing a copy of the foregoing letter and a link to a White Paper on enhancing shareholder value of the Issuer.  The White Paper set forth a more detailed analysis of the Issuer's business, historical under-performance and intrinsic value of the Issuer's assets, as well as the Reporting Persons' proposals for actions to be taken by the Issuer to realize the intrinsic value.  The foregoing summary is qualified by reference to the full text of the press release and the White Paper, attached as Exhibit 2 and Exhibit 3, respectively, hereto, and incorporated herein by reference.  
 
Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock and/or other equity, debt,

 

 
CUSIP No. 096761101SCHEDULE 13DPage 21 of 33 Pages

 

 

notes, instruments or other securities of the Issuer (collectively, "Securities"), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities.  The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D.
 

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER.
 
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 5.1% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 27,277,475 shares of Common Stock outstanding as of August 23, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended July 26, 2013, filed with the Securities and Exchange Commission on September 3, 2013.

 

(i) Castlerigg Master Investment
  (a) As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
    Percentage: Approximately 3.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

 

 (ii) Castlerigg International:
  (a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
    Percentage: Approximately 3.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

 

 
CUSIP No. 096761101SCHEDULE 13DPage 22 of 33 Pages

 

(iii) Castlerigg Holdings:
  (a) As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
    Percentage: Approximately 3.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

 

(iv) Castlerigg Offshore Holdings:
  (a) As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
    Percentage: Approximately 3.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 867,075 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

 

(v) CMAEE Fund:
  (a) As of the date hereof, CMAEE Fund may be deemed the beneficial owner of 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
    Percentage: Approximately 0.5% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

 

(vi) CMAEE Intermediate:
  (a) As of the date hereof, CMAEE Intermediate may be deemed the beneficial owner of 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
    Percentage: Approximately 0.5% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 23 of 33 Pages

 

(vii) CMAEE Master:
  (a) As of the date hereof, CMAEE Master may be deemed the beneficial owner of 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
    Percentage: Approximately 0.5% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 149,652 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

 

(viii) CGESE Fund:
  (a) As of the date hereof, CGESE Fund may be deemed the beneficial owner of 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
    Percentage: Approximately 0.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
       

 

(ix) CGESE Intermediate:
  (a)

As of the date hereof, CGESE Intermediate may be deemed the beneficial owner of 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).

    Percentage: Approximately 0.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
       

 

(x) CGESE Master:
  (a) As of the date hereof, CGESE Master may be deemed the beneficial owner of 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
    Percentage: Approximately 0.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 46,070 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

 

 
CUSIP No. 096761101SCHEDULE 13DPage 24 of 33 Pages

 

(xi) UCITS:
  (a) As of the date hereof, UCITS may be deemed the beneficial owner of 322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
    Percentage: Approximately 1.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 322,915 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: 322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
       

 

(xii) SIS:
  (a) As of the date hereof, SIS may be deemed the beneficial owner of 322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
    Percentage: Approximately 1.2% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 322,915 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: 322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
       

 

(xiii) Pulteney Partners:
  (a) As of the date hereof, Pulteney Partners may be deemed the beneficial owner of 9,122 shares of Common Stock (including options to purchase 2,200 shares of Common Stock).
    Percentage: Approximately 0.0% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 9,122 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: 9,122 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)
       

 

(xiv) SAMC:
  (a) As of the date hereof, SAMC may be deemed the beneficial owner of 1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock).
    Percentage: Approximately 3.9% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)
       

 

(xv) Mr. Sandell:
  (a) As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock).
    Percentage: Approximately 5.1% as of the date hereof.
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 1,394,834 shares of Common Stock (including options to purchase 386,500 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 1,394,834 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 5.1% of the shares of Common Stock outstanding.

 

(b) By virtue of investment management agreements with Castlerigg Master Investment, CMAEE Master, CGESE Master and Pulteney Partners, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,071,919 shares of Common Stock (including options to purchase 257,900 shares of Common Stock) beneficially owned by Castlerigg Master Investment, CMAEE Master, CGESE Master and Pulteney Partners. By virtue of an investment management agreement with UCITS, SIS has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 322,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock) beneficially owned by UCITS. 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) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule B hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.

 

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

 

(e) Not applicable.

 
CUSIP No. 096761101SCHEDULE 13DPage 25 of 33 Pages

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   

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 4 and is incorporated by reference herein.

 

The Reporting Persons are currently party to option contracts covering 386,500 shares of Common Stock with an exercise date of March 22, 2014 and a strike price of $55.00.

 

Other than the joint filing agreement filed as an exhibit hereto and the options, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

Item 7. EXHIBITS
   
Exhibit Description
1 Letter to the Board, dated September 23, 2013.
2 Press Release, issued September 24, 2013.
3 White Paper, dated September 24, 2013.
4 Joint Filing Agreement, dated September 24, 2013.

 

 
CUSIP No. 096761101SCHEDULE 13DPage 26 of 33 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: September 24, 2013

 

  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 13DPage 27 of 33 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  
       
       
 
CUSIP No. 096761101SCHEDULE 13DPage 28 of 33 Pages

 

  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 GLOBAL EQUITY SPECIAL 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 GLOBAL EQUITY SPECIAL EVENT 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 GLOBAL EQUITY SPECIAL 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 13DPage 29 of 33 Pages

 

  CASTLERIGG UCITS FUNDS PLC, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Castlerigg Merger 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  
       
       
  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., as Investment Manager    
       
  By: /s/ Sean McCooey  
  Name: Sean McCooey  
  Title: Managing Member  
       
       
  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  
     
 
CUSIP No. 096761101SCHEDULE 13DPage 30 of 33 Pages

SCHEDULE A

 

Directors and Executive Officers of Certain Reporting Persons

 

 

CASTLERIGG MASTER INVESTMENT, CASTLERIGG INTERNATIONAL, CASTLERIGG HOLDINGS, CMAEE FUND AND CMAEE MASTER

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund and CMAEE Master.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund director 40 West 57th Street, New York, NY 10019
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Hilmi A. Ünver Director Belgium Partner, Notz Stucki Asset Managers 98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11

 

CASTLERIGG OFFSHORE HOLDINGS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of Castlerigg Offshore Holdings.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 40 West 57th Street, New York, NY 10019
Adam Hoffman Director United States Legal Counsel of SAMC 40 West 57th Street, New York, NY 10019

 

CMAEE INTERMEDIATE AND CGESE INTERMEDIATE

 

The following sets forth the name, position, business address and citizenship of the general partner of each of CMAEE Intermediate and CGESE Intermediate. The managing member of Sandell Advisors, L.L.C. is Thomas E. Sandell.

 

Name Position Citizenship Business Address
Sandell Advisors, L.L.C. General Partner Delaware 40 West 57th Street, New York, NY 10019
 
CUSIP No. 096761101SCHEDULE 13DPage 31 of 33 Pages

 

CGESE FUND AND CGESE MASTER

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of CGESE Fund and CGESE Master.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund Director 40 West 57th Street, New York, NY 10019
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 40 West 57th Street, New York, NY 10019

 

UCITS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of UCITS.

 

Name Position Citizenship Principal Occupation Business Address
Adam Hoffman Director United States Legal Counsel at SAMC 40 West 57th Street, New York, NY 10019
Roddy Stafford Director Ireland Company Director 6 Winton Road, Dublin 6, Ireland
Christian Currivan Director Ireland Lawyer 33 Sir John Rogerson's Quay, Dublin 2, Ireland
Shreyas Gupta Director United States Portfolio Manager at SAMC 40 West 57th Street, New York, NY 10019
Hugh Magee Director Ireland Equity Analyst Manager at SAMC 42-44 Grosvenor Gardens, London, SW1W 0EB, United Kingdom

 

PULTENEY PARTNERS

 

The following sets forth the name, position, citizenship and business address of the general partner of Pulteney Partners. The managing member of Pulteney Street, G.P., LLC is Sean McCooey, a United States citizen.

 

Name Position Citizenship Business Address
Pulteney Street, G.P., LLC General Partner Delaware 527 Madison Avenue, 6th Floor, New York, NY 10022
 
CUSIP No. 096761101SCHEDULE 13DPage 32 of 33 Pages

 

SIS

 

The following sets forth the name, position, citizenship, principal occupation and business address of the sole managing member of SIS.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 40 West 57th Street, New York, NY 10019

 

SAMC

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director and executive officer of SAMC.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund Director 40 West 57th Street, New York, NY 10019
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Thomas E. Sandell Chief Executive Officer Sweden Chief Executive Officer of SAMC 40 West 57th Street, New York, NY 10019
Anthony Bavaro Chief Financial Officer United States Chief Financial Officer of SAMC 40 West 57th Street, New York, NY 10019
Adam Hoffman Chief Compliance Officer United States Legal Counsel at SAMC 40 West 57th Street, New York, NY 10019
Alejandro Mazier Senior Managing Director United States Senior Managing Director at SAMC 40 West 57th Street, New York, NY 10019
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 40 West 57th Street, New York, NY 10019

 

 

 

 
CUSIP No. 096761101SCHEDULE 13DPage 33 of 33 Pages

SCHEDULE B

 

 

Transaction History of the Reporting Persons with respect to the Common Stock

 

 

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock that were effectuated by the Reporting Persons during the past sixty 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 ($)
09/17/13 14,945 $55.2934
09/18/13 2,490 $55.9399

 

 

CMAEE Master

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
09/17/13 2,440 $55.2934
09/18/13 400 $55.9399

 

 

CGESE Master

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
09/17/13 848 $55.2934
09/18/13 145 $55.9399

 

UCITS

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
09/17/13 20,370 $55.2934
09/18/13 4,850 $55.9399

 

PULTENEY PARTNERS

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
09/17/13 368 $55.2934
09/18/13 80 $55.9399