SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

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)

April 24, 2014

(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 32 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. 096761101 SCHEDULE 13D/A Page 2 of 32 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 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,364,227 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) 5.5%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 3 of 32 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 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,364,227 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) 5.5%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 4 of 32 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 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,364,227 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) 5.5%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 5 of 32 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 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,364,227 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) 5.5%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 6 of 32 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 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 216,332 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) 0.9%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 7 of 32 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 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 216,332 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) 0.9%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 096761101 SCHEDULE 13D/A Page 8 of 32 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 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 216,332 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) 0.9%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 9 of 32 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 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 87,588 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) 0.4%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 10 of 32 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 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 87,588 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) 0.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 096761101 SCHEDULE 13D/A Page 11 of 32 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 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 87,588 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) 0.4%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 12 of 32 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 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 391,915 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) 1.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 096761101 SCHEDULE 13D/A Page 13 of 32 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 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 391,915 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) 1.6%
14	TYPE OF REPORTING PERSON CO; IA

CUSIP No. 096761101 SCHEDULE 13D/A Page 14 of 32 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. 096761101 SCHEDULE 13D/A Page 15 of 32 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 1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,684,035 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) 6.8%
14	TYPE OF REPORTING PERSON CO; IA

CUSIP No. 096761101 SCHEDULE 13D/A Page 16 of 32 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 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,075,950 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) 8.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 096761101 SCHEDULE 13D/A Page 17 of 32 Pages

This Amendment No. 8 ("Amendment No. 8") 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") and Amendment No. 7 to the Original Schedule 13D, filed with the SEC on March 18, 2014 ("Amendment No. 7" 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 and this Amendment No. 8, 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. 8 have the meanings set forth in the Schedule 13D. This Amendment No. 8 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

Item 2.	IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated in its 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 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) Merrill Lynch Investment Solutions SICAV, a société d'investissement à capital variable organized under the laws of the Grand-Duchy of Luxembourg ("MLIS"); (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, MLIS, SIS, Pulteney Partners and SAMC, the "Reporting Persons").

CUSIP No. 096761101 SCHEDULE 13D/A Page 18 of 32 Pages

(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 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, 6^th Floor, New York, NY 10022.  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 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, MLIS 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.  

(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.  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. 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, MLIS, 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.

CUSIP No. 096761101 SCHEDULE 13D/A Page 19 of 32 Pages

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 $81,267,500 (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 MLIS, 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, 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.

Item 4.	PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
	On April 24, 2014, CGESE Master submitted to the Issuer a formal notice of its intent (the "Notice") to (i) nominate eight individuals and one alternate (the "Nominees") for election to the Board as directors at the 2014 annual meeting of shareholders of the Issuer (the "Annual Meeting") and (ii) present a proposal to repeal any provision of the Bylaws that was not included in the Bylaws publicly filed with the SEC on January 28, 2014 and is disadvantageous to the election of such individuals at the Annual Meeting (the "Proposal"). The Notice also disclosed SAMC's intent to solicit proxies from the stockholders of the Issuer to adopt the Proposal and elect the Nominees.
	Also on April 24, 2014, SAMC issued by press release a letter to stockholders of the Issuer (the "April 24 Press Release") discussing what it believes to be the serious problems at the Issuer, outlining its proposed solutions to such problems and describing the qualifications of the Nominees.  In the April 24 Press Release, SAMC included a link to a presentation for shareholders in which it further described its beliefs and recommendations regarding the Issuer (the "April 24 Presentation").  The foregoing summary of the April 24 Press Release and the April 24 Presentation are qualified in their entirety by reference to the full text of the April 24 Press Release and April 24 Presentation, copies of which are attached hereto as Exhibits 13 and 14, respectively, and are incorporated by reference herein.

CUSIP No. 096761101 SCHEDULE 13D/A Page 20 of 32 Pages

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a) – (c) 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 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 8.4% of the Issuer's currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 24,687,893 shares of Common Stock outstanding as of February 21, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on March 4, 2014.

(i)	Castlerigg Master Investment:
	(a)	As of the date hereof, Castlerigg Master Investment may be deemed the beneficial owner of 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
		Percentage: Approximately 5.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,364,227 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: 1,364,227 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 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
		Percentage: Approximately 5.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,364,227 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: 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

(iii)	Castlerigg Holdings:
	(a)	As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
		Percentage: Approximately 5.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,364,227 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: 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

CUSIP No. 096761101 SCHEDULE 13D/A Page 21 of 32 Pages

(iv)	Castlerigg Offshore Holdings:
	(a)	As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock).
		Percentage: Approximately 5.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,364,227 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: 1,364,227 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 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
		Percentage: Approximately 0.9% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 216,332 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: 216,332 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 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
		Percentage: Approximately 0.9% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 216,332 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: 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

(vii)	CMAEE Master:
	(a)	As of the date hereof, CMAEE Master may be deemed the beneficial owner of 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock).
		Percentage: Approximately 0.9% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 216,332 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: 216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

CUSIP No. 096761101 SCHEDULE 13D/A Page 22 of 32 Pages

(viii)	CGESE Fund:
	(a)	As of the date hereof, CGESE Fund may be deemed the beneficial owner of 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
		Percentage: Approximately 0.4% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 87,588 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: 87,588 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 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
		Percentage: Approximately 0.4% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 87,588 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: 87,588 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 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
		Percentage: Approximately 0.4% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 87,588 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: 87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

(xi)	MLIS:
	(a)	As of the date hereof, MLIS may be deemed the beneficial owner of 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
		Percentage: Approximately 1.6% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 391,915 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: 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

CUSIP No. 096761101 SCHEDULE 13D/A Page 23 of 32 Pages

(xii)	SIS:
	(a)	As of the date hereof, SIS may be deemed the beneficial owner of 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock).
		Percentage: Approximately 1.6% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 391,915 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: 391,915 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 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)

(xiv)	SAMC:
	(a)	As of the date hereof, SAMC may be deemed the beneficial owner of 1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock).
		Percentage: Approximately 6.8% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,684,035 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: 1,684,035 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 2,075,950 shares of Common Stock (including options to purchase 386,500 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: 2,075,950 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: 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

CUSIP No. 096761101 SCHEDULE 13D/A Page 24 of 32 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 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 8.4% 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 1,684,035 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 MLIS, SIS has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 391,915 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) Information concerning all transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 7 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.

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 15 and is incorporated by reference herein. The Reporting Persons have purchased call option contracts covering 386,500 shares of Common Stock with an exercise date of September 30, 2014 and a strike price of $55.00. Other than the joint filing agreement filed as an exhibit hereto, 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
13	April 24 Press Release.
14	April 24 Presentation.
15	Joint Filing Agreement, dated April 24, 2014.

CUSIP No. 096761101 SCHEDULE 13D/A Page 25 of 32 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: April 24, 2014

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

CUSIP No. 096761101 SCHEDULE 13D/A Page 26 of 32 Pages

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 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

CUSIP No. 096761101 SCHEDULE 13D/A Page 27 of 32 Pages

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
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
PULTENEY STREET PARTNERS, LP
By:	Sandell Asset Management Corp., as Investment Manager
By:	/s/ Sean McCooey
Name:	Sean McCooey
Title:	Managing Member

CUSIP No. 096761101 SCHEDULE 13D/A Page 28 of 32 Pages

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. 096761101 SCHEDULE 13D/A Page 29 of 32 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	540 Madison Ave., 36th Floor, New York, New York 10022
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	540 Madison Ave., 36th Floor, New York, New York 10022
Adam Hoffman	Director	United States	Legal Counsel of SAMC	540 Madison Ave., 36th Floor, New York, New York 10022

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	540 Madison Ave., 36th Floor, New York, New York 10022

CUSIP No. 096761101 SCHEDULE 13D/A Page 30 of 32 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	540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta	Senior Managing Director	United States	Portfolio Manager at SAMC	540 Madison Ave., 36th Floor, New York, New York 10022

MLIS

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

Name	Position	Citizenship	Principal Occupation	Business Address
Jean-Claude Wolter	Director	Luxembourg	Honorary Lawyer	11B Boulevard Joseph II, L-1840 Luxembourg
Jocelyn Kiefe	Director	France	Director	Fund Solutions Group, Merrill Capital Markets (France) S.A.S., 112 avenue Kléber, 75116  Paris, France
Paul Guillaume	Director	Luxembourg	Managing Partner	Altra Partners S.A., 370, Route de Longwy, L-1940, Luxembourg
Raymond Blokland	Director	Netherlands	Managing Director	Merrill Lynch International, 33 rue du Puits Romain , L-8070 Bertrange, Luxembourg
Paul Holmes	Director	United Kingdom	Head of Distribution of Fund Solutions Group	Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ, UK
Miriam Muller	Director	Ireland	Head of Product Development of Fund Solutions Group	Merrill Lynch International, 2 King Edward Street, London EC1A 1HQ, UK
Bertram Welsch	Dirigeant	Germany	Director	Caso Asset Management S.A., European Bank & Business Centre, 6B, route de Treves, L-2633 Senningerberg, Luxembourg
Thomas Nummer	Dirigeant	Germany	Managing Director	Carne Global Financial Services Luxembourg S.à.r.l, European Bank and Business Centre, 6B route de Trèves – L-2633 Senningerberg, Luxembourg

CUSIP No. 096761101 SCHEDULE 13D/A Page 31 of 32 Pages

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

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	540 Madison Ave., 36th Floor, New York, New York 10022

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	540 Madison Ave., 36th Floor, New York, New York 10022
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	540 Madison Ave., 36th Floor, New York, New York 10022
Anthony Bavaro	Chief Financial Officer	United States	Chief Financial Officer of SAMC	540 Madison Ave., 36th Floor, New York, New York 10022
Adam Hoffman	Chief Compliance Officer	United States	Legal Counsel at SAMC	540 Madison Ave., 36th Floor, New York, New York 10022
Alejandro Mazier	Senior Managing Director	United States	Senior Managing Director at SAMC	540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta	Senior Managing Director	United States	Portfolio Manager at SAMC	540 Madison Ave., 36th Floor, New York, New York 10022

CUSIP No. 096761101 SCHEDULE 13D/A Page 32 of 32 Pages

SCHEDULE B

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

This Schedule sets forth information with respect to each transaction in shares of Common Stock that were effectuated by the Reporting Persons since the filing of Amendment No. 7. Unless otherwise indicated, all transactions were effectuated in the open market through a broker and all prices include brokerage commissions.

MLIS

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
4/21/2014	63,000	44.18
4/21/2014	6,000	44.20

EX-99

For Media Inquiries Contact:
Sloane & Company
Elliot Sloane, 212-446-1860
Esloane@sloanepr.com

Or

Dan Zacchei, 212-446-1882

Dzacchei@sloanepr.com 

SANDELL NOMINATES EIGHT HIGHLY-QUALIFIED CANDIDATES FOR ELECTION TO THE BOARD OF DIRECTORS OF BOB EVANS

New, Truly Independent Nominees Ideally Suited to Oversee Needed Comprehensive Operational, Financial, and Strategic Change at the Company

Persistent Problems at Bob Evans the Direct Result of a Stale and Conflicted Board that has Failed to Provide Effective Management Oversight

Comprehensive Roadmap Allows for Creation of Significant Value and Earnings Power

NEW YORK (April 24, 2014) – Sandell Asset Management Corp. (“Sandell”), the beneficial owner of approximately 1.7 million shares, or 6.8%^[1], of Bob Evans Farms, Inc. (NASDAQ:BOBE) (“Bob Evans” or the “Company”), today released a public letter to the shareholders of the Company discussing its nomination of a slate of eight independent candidates to the Board of Directors (the “Board”) of Bob Evans:

· Doug Benham – Former President and CEO of Arby’s Restaurant Group

· Charles Elson – Director of the John L. Weinberg Center for Corporate Governance at the

University of Delaware

· David Head – Former President and CEO of O’Charley’s Inc.

· Steve Lynn – Former Chairman and CEO of Sonic Corporation

· Annelise Osborne – Senior Credit Officer at Moody’s Investor Service

· Aron Schwartz – Former Managing Director of Fenway Partners

· Michael Weinstein – Former CEO of Triarc Beverage Group (Snapple Beverage Group)

· Lee Wielansky – Chairman and CEO of Midland Development Group

____________________________

^[1] This amount excludes certain funds that are managed by Sandell affiliates that are not participating in this solicitation.

Alternate Board nominee:

· Joe Crace – Managing Director of The Legacy Consulting Group, LLC

This slate of eight Director nominees (the “Director Nominees”) for the Board is comprised of forward-thinking, truly independent executives who possess a diversity of background and experience that is necessary to effect change in a manner that would deliver significant shareholder value. If elected, we believe the Director Nominees should consider a plan that contemplates the following comprehensive changes:

Operational

· Revenues: Re-focus the core Bob Evans restaurant brand to drive increased traffic and same-store-sales while pursuing selective long-term franchising effort

· Expenses: Address the bloated cost structure at the corporate level to eliminate at least $35 million in annual SG&A expenses

Financial

· Capital Spending: Scrutinize capital spending plans and instill a culture of disciplined and prudent capital budgeting

· Real Estate: Evaluate methods to unlock upwards of $900+ million in real estate value

Strategic

· BEF Foods: Analyze and implement optimal structure at BEF Foods in order to realize maximum underlying value, including an appropriately-timed possible separation of BEF Foods

· Outside Investment: Review investment proposals from credible outside parties with an open mind

Bob Evans has dramatically under-performed its own selected peer group over a 1-year, 3-year, 5-year, and 10-year time period, as well as other peers. We believe this unacceptable track record is the direct result of the failed policies and a wasteful culture sanctioned by a stale and entrenched Board of Directors that in our view has been unable to exert effective management oversight.

To fix this woeful track record of underperformance, Bob Evans needs a fresh, independent, highly-qualified Board of Directors that is able to provide effective management oversight and bring new perspectives and ideas to the Company as they seek to effect positive comprehensive change. We believe that an intrinsic value approaching $90 per share could be realized and over $6.00 in annual earnings per share (EPS) power could be generated through the implementation of the operational, financial, and strategic changes that we would recommend.

Please visit www.refreshbobevans.com for more information, including a presentation for shareholders outlining Sandell’s beliefs and recommendations, entitled: “Refresh Bob Evans – A Plan for Comprehensive Change.”

The full text of the letter follows:

April 24, 2014

Dear Fellow Bob Evans Shareholders:

Sandell Asset Management Corp. (“Sandell”) is a significant shareholder of Bob Evans Farms, Inc. (“Bob Evans” or the “Company”), with beneficial ownership of approximately 1.7 million shares, or 6.8%^[2], of the Company, which makes us one of the largest shareholders of Bob Evans. Based on an extensive review of the Company over the course of an entire year, along with discussions with numerous industry professionals having intimate knowledge of the Company and its operations, we cannot avoid the conclusion that comprehensive change is needed to unlock the tremendous potential value of Bob Evans. As such, we have identified an outstanding group of eight individuals who we have nominated as candidates for election to the Board of Directors (the “Board”) of Bob Evans at the Company’s 2014 Annual Meeting. We believe that these eight highly-qualified, forward-thinking, and completely independent nominees would be ideally suited, subject to their fiduciary duties, to oversee a suggested plan that contemplates comprehensive change to the Company’s operational, financial, and strategic policies. We believe that an intrinsic value approaching $90 per share could be realized and over $6.00 in annual earnings per share (EPS) power could be generated through the implementation of the operational, financial, and strategic changes that we would recommend.

While our initial investment in Bob Evans was predicated on our belief in the significant value associated with the Company’s extensive real estate holdings - a belief that has in fact grown much stronger - along with our view that Bob Evans suffers from a conglomerate discount that could be eliminated by pursuing a separation of its wholly-owned BEF Foods business, we have reached the inescapable conclusion that the Company suffers from numerous problems stemming from one central issue: a stale and entrenched Board of Directors that has not, in our view, exerted effective oversight over a management team led by the Company’s Chairman of the Board and CEO Steven Davis. We believe this is due in large part to the many long-standing personal and inter-twined relationships among Mr. Davis and the other Directors. These problems - many of which have persisted for several years and which reflect a systemic culture of apathy and wastefulness emanating from the Board and permeating the entire organization - are directly responsible for the Company’s appalling stock price performance. As the chart below illustrates, Bob Evans has dramatically under-performed its own selected peer group over a 1-year, 3-year, 5-year, and 10-year time period, as well as other peers:

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^[2] This amount excludes certain funds that are managed by Sandell affiliates that are not participating in this solicitation.

Figure 1

Bob Evans’ Total Shareholder Return Relative to:
	Cracker Barrel Old Country Store		Proxy Peers		Family & Casual Dining Peers
1 Year	-10.0%	-17.0%		-9.1%
3 Year	-48.4%	-33.4%		-13.9%
5 Year	-121.2%	-130.1%		-47.9%
10 Year	-128.2%	-160.2%		-53.8%

Source: Bloomberg (as of April 21, 2014)

Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE, CBRL, DAVE, DENN, DIN, DPZ, DRI, EAT, FRS, HAIN, LNCE, MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM, SJM, TAST, WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement.

Note: Family & Casual Dining Peers (non-majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI, EAT, RRGB, and TXRH.

Note: We believe Cracker Barrel (CBRL) is the most comparable family-dining peer to Bob Evans.

Numerous Problems

We believe the Company’s under-performance is the result of the following problems:

Repeated Reduction in Earnings Guidance

Bob Evans has repeatedly disappointed investors, with management reducing its FY2014 EPS guidance four times in the last six months, from a range of $2.60 - $2.67 per share in October of 2013, to a range of $1.60 - $1.75 in March of 2014, signifying a management team that fails to thoroughly understand the factors impacting its underlying business.

Inordinately High SG&A Expenses

When adjusted for comparability^[3], the Company’s SG&A expense was 13.25% of revenue in the last fiscal year, far in excess of many other restaurant companies, and a staggering 5.09%, or 509 basis points, higher than the 8.16% average of its family and casual dining peers that are not majority-franchised, which implies over $70 million of potential excess SG&A expenses based on estimated revenue. This level of inflated SG&A expense is not an aberration, as this gaping disparity has persisted for years. There are several factors that explain why SG&A expense is so high, including:

(1) Bloated Corporate Infrastructure – As last disclosed, Bob Evans had 512 employees at its corporate headquarters, which has resulted in overhead efficiency (revenue per corporate/support employee) of $2.6 million, over 40% lower than the $4.5 million average of its family and casual dining peers that are not majority-franchised.

(2) Costly New Corporate Headquarters – The Company spent $48.2 million on the construction of a new corporate headquarters campus in New Albany, Ohio, whose palatial amenities require additional ongoing maintenance expenses. This construction was despite $14 million of reported incentives offered by the city of Columbus, Ohio to stay in the former Bob Evans headquarters space.

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^[3] Bob Evans does not report restaurant advertising expense in SG&A whereas many of its peers do, so to achieve true comparability, we must adjust for advertising expense.

(3) Farm and Homestead Museum, Company Airplane – The Company owns the 937-acre Bob Evans Farm and Homestead Museum and owned an ASTRA SPX (Gulfstream G-100) 14-seat company airplane for several years, which it only recently sold subsequent to our initial Schedule 13D filing in September 2013.

Abysmal Return on Invested Capital

The Company’s much-promoted Farm Fresh Refresh remodeling initiative, which has required capital expenditures of $225,000 per restaurant across the entire Bob Evans chain, has cost over $120 million and has been a consummate failure based on its lack of any sustained positive effect on same store sales. By the second year after being “Farm Fresh” remodeled, same store sales have actually trended negative. The net return on invested capital associated with Farm Fresh restaurants was 2.7% in the first year and -4.2% in the second year.

Real Estate Value Not Reflected in Stock Price

The Company owns far more real estate than its family and casual dining peers that are not majority-franchised, with outright ownership (both land and building) of 482 restaurants, or 86% of its entire restaurant base, as well as other real property including its industrial and office real estate. As opposed to a theoretical exercise, we have received highly-credible, unsolicited approaches from four different multi-billion dollar investment firms interested in pursuing a real estate transaction with Bob Evans, the most recent of which contemplated a value of over $900 million for the Company’s owned restaurants and other real estate. This amounts to over 80% of the Company’s current market value, or over $36 per share in value.

Virtually No Synergies and Value Disconnect Associated with BEF Foods

While packaged foods companies are typically afforded a higher valuation than restaurants in the public market, the Company’s wholly-owned packaged foods business BEF Foods has been a drag on earnings due to its exposure to volatile sow prices and provides little in the way of either revenue or cost synergies to Bob Evans. Indeed, revenue synergies appear non-existent, as intersegment net sales of food products were a mere 1.1% of total Company revenue for the first nine months of FY2014. Furthermore, management to our knowledge has never identified any specific cost synergies associated with owning BEF Foods, as it operates independently, with a separate leadership team. In addition, we believe BEF Foods poses a further challenge that management seems incapable of addressing given the bungled factory expansion and “supplier dispute” that has adversely affected BEF Foods in FY2014.

Source of Problems: A Stale and Entrenched Board

We believe that the above problems are the direct result of the failed policies and a wasteful culture sanctioned by a stale and entrenched Board of Directors unable to exert effective management oversight. The following chart illustrates the inordinately long tenure that has been granted to the current Directors on this Board:

Figure 2: The Incumbent Board’s Protracted Tenure

Director	Year Appointed	Tenure (Years)
Larry C. Corbin	1981	33
Steven A. Davis	2006	8
Michael J. Gasser	1997	17
E. Gordon Gee	2009	5
Mary Kay Haben	2012	2
E. W. Ingram III	1998	16
Cheryl C. Krueger	1993	21
G. Robert Lucas	1986	28
Eileen A. Mallesch	2008	6
Paul S. Williams	2007	7
Average:		14.3 Years

The fact of the matter is that this Board, with average director tenure of over 14 years, is in desperate need of a “refresh” far more urgently than the Company’s restaurants. Unfortunately, not only is this a stale and, in our opinion, apathetic Board devoid of new ideas, with little demonstrated ability to address the glaring problems that have been plaguing the Company for years, but it is a highly conflicted Board, with many Directors sharing close personal ties to each other as well as to Steven Davis, who is both Chairman and CEO. An inspection of the following chart will highlight the many close relationships that the Directors have with each other, with Mr. Davis very much at the center of this inter-connected web:

Figure 3: A Conflicted Board

Director	Commentary
Steven A. Davis	Serves as both Chairman and CEO; Board member of The James Foundation; Board member of JobsOhio; significant donor  (Headmaster’s Circle, Class of 2017) to The Columbus Academy; while CEO, Bob Evans entered into transactions involving Ohio State University as well as a subsidiary of Greif, Inc. and Bob Evans has used the services of Vorys, Sater, Seymour and Pease; previously worked at Kraft Foods, Inc. (1984-1993); the wife of Mr. Davis is a member of the Board of Trustees of the Columbus College of Art & Design and a founding member of the Women’s Leadership Council of the United Way of Central Ohio
Michael J. Gasser	Trustee of Ohio State University; previous Board member of The James Foundation; Former Chairman and CEO of Greif, Inc.
Dr. E. Gordon Gee	Former President of Ohio State University (Note: Dr. Gee resigned as President of Ohio State University in July 2013 after outcry surrounding a history of insensitive and offensive public comments made by him); Board member of JobsOhio
Mary Kay Haben	Former executive at Kraft Foods Inc. (1979-2007)
E. W. Ingram III	Previous Board member of The James Foundation; member of the Board of the Ohio State University Foundation
Cheryl C. Krueger	Trustee of Ohio State University; Former President of the Board of Trustees of The Columbus Academy; previous President and Board member of The James Foundation; member of the Board of Ohio State University Foundation
G. Robert Lucas	Established the Lucas Family Scholarship fund through Ohio State University Foundation; former partner of Vorys, Sater, Seymour and Pease
Eileen A. Mallesch	Board member of State Auto Financial; member of the Board of Trustees of the Columbus College of Art & Design; founding member of the Women’s Leadership Council of the United Way of Central Ohio
Paul S. Williams	Former President of the Board of Trustees of The Columbus Academy; Board member of State Auto Financial; former partner of Vorys, Sater, Seymour and Pease

Quite simply, we do not believe that there is a single, truly independent member on this Board of Directors, nor do we believe that a reasonable person could fairly characterize any current Director as an “Independent Outside Director” according to the ISS 2014 U.S. Proxy Voting Guidelines^[4]. The troubling multitude of personal connections between Board members and Steven Davis, in addition to representing what we believe to be one of the most insidious examples of cronyism demonstrated by a publicly-traded company, has served to ensure that the irresponsible spending and failed initiatives of Mr. Davis have gone un-challenged for far too long. Indeed, we view this Company’s appalling performance as an object lesson in the dangers posed by a Board comprised of such close confidants of the CEO.

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^[4] According to the ISS 2014 U.S. Proxy Voting Summary Guidelines, an “Independent Outside Director” is one where there is: “No material connection to the company other than a board seat,” where “material” is further defined as: “a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual’s ability to satisfy requisite fiduciary standards on behalf of shareholders” (emphasis added). We find it inconceivable that a reasonable person could conclude that the numerous personal relationships among Directors on this Board, a Board which has been characterized by shareholders (the Oklahoma Firefighters Pension & Retirement System) as “parochial in the extreme for a public company,” could not potential influence such Directors objectivity in a meaningful way.

When we note the close nature of the relationships among members of the Board^[5], this is both a literal as well as a figurative description, as five of the Company’s ten current Directors, including Steven Davis, reside in or near New Albany, Ohio. This means that half of the Company’s current Board members are effectively neighbors, and provides a troubling rationale for why Mr. Davis decided to re-locate the Company’s new $48.2 million corporate headquarters campus in New Albany even though the City of Columbus reportedly offered the Company $14 million in incentives to stay. Can a Board stacked with the friends and neighbors of the CEO truly exert effective management oversight? We think not, and the Company’s poor operating results and abysmal share price performance substantiate this.

In addition to these issues, this Board has a long history of taking steps to disenfranchise shareholders, most recently by imposing an improper Bylaw restriction on shareholders that severely limited the ability of shareholders to affect change at the Company. This reprehensible action forced us to file a lawsuit against the Company and its Directors in the Court of Chancery of the State of Delaware in January of 2014 in order to vindicate the rights of all shareholders, and it was clearly due to our efforts that the Company shortly thereafter reversed its improper previous Bylaw restriction. It bears mention that another shareholder, the Oklahoma Firefighters Pension & Retirement System, filed suit in Delaware against the Company and its Directors in January of 2014 as well and filed a complaint discussing in detail the troubling history of entrenching actions taken by the Company’s Directors over a period of many years in addition to detailing what we believe are numerous insidious relationships among Directors.

Solution: A Fresh, Independent, Highly-Qualified Board

We believe that Bob Evans needs a fresh, independent, highly-qualified Board of Directors that is able to provide effective - and independent - management oversight and bring new perspectives and ideas to the Company. We have identified an outstanding group of eight Director nominees (the “Director Nominees”) for the Board that are forward-thinking, truly independent and with the diversity of background and experience that is necessary to effect change in a manner that would deliver significant shareholder value.

Director Nominees

• Doug Benham – Former President and CEO of Arby’s Restaurant Group, Doug Benham led the revitalization of the $3 billion Arby’s chain of 3,500 restaurants, increasing company-operated restaurant EBITDA by over 100%. Mr. Benham was previously Chief Financial Officer and a director of RTM Restaurant Group, the largest franchisee of any nature in the United States, where he was instrumental in leading the strategic and financial planning for the company as its store base increased from 212 to 773 restaurants. He has served on the board of directors of several companies, including the publicly-traded restaurant companies O’Charley’s Inc. from 2008 until its acquisition in 2012 and Sonic Corporation from 2009 to 2014. Mr. Benham is a Certified Public Accountant and has a wide range of expertise that spans all areas of restaurant operations and finance.

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^[5] The close nature of relationships extends not just to members of the Board, but in the case of Steven Davis, to his family members as well. Specifically, the wife of Steven Davis is a member of the Board of Trustees of the Columbus College of Art & Design and a founding member of the Women’s Leadership Council of the United Way of Central Ohio. We note that a so-called “independent” Board member Eileen Mallesch is also a member of the Board of Trustees of the Columbus College or Art & Design and is also a founding member of the Women’s Leadership Council of the United Way of Central Ohio. We do not believe that this is a coincidence but merely one of numerous examples depicting the inter-connected nature of this Board.

• Charles Elson – Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, Charles Elson is one of the foremost authorities on corporate governance issues in the United States. Professor Elson is “Of Counsel” to the law firm of Holland & Knight and holds the Edgar S. Woolard, Jr. Chair in Corporate Governance at the University of Delaware. He has written extensively on the subject of boards of directors and is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance. In addition to his extensive knowledge of and experience in matters relating to corporate governance, he has served on the board of directors of HealthSouth since 2004, in addition to the previous boards of AutoZone, Alderwoods Group, Nuevo Energy, Sunbeam, and Circon.

• David Head – President and CEO of Primanti Brothers, Inc., David Head has a broad skill set and deep operational experience in the restaurant industry, bringing valuable perspective through his track record of refining and repositioning restaurant brands. With over 35 years of experience in the industry, he is widely regarded as one of the leading brand revitalization experts in the U.S. Mr. Head was formerly President and CEO of O’Charley’s Inc. where he oversaw its successful turnaround and subsequent sale in 2012. In addition, he was previously CEO and President of Captain D’s Seafood Kitchen, an operator and franchisor of over 500 quick-service seafood restaurants generating nearly $500 million in annual revenue, as well as President and CEO of Romacorp and CEO of the former Houlihan’s Restaurant Group.

· Steve Lynn – Founder and Partner of Reconstruction Partners, LLC, a firm that offers strategy, restructuring, re-franchising, and interim management services to chain restaurant companies, Steve Lynn has over 40 years of experience in the restaurant industry. Mr. Lynn spent 12 years as Chairman and CEO of Sonic Corporation, where he built the management team that transformed the company into the nation’s largest chain of drive-in restaurants with over $3 billion in system-wide sales and subsequently led Shoney’s, Inc. as the company’s Chairman and CEO, where he oversaw a chain of over 1,500 owned and franchised restaurants. He currently sits on the board of Krispy Kreme Doughnuts Inc. and was the past Chairman of the International Franchise Association.

• Annelise Osborne –Senior Credit Officer at Moody’s Investor Service, Annelise Osborne has over 15 years of finance experience that encompasses a wide range of transactions. Ms. Osborne has a deep knowledge of real estate and has led sizeable teams of analysts involved in assessing transactions involving floating and fixed rate credits across various asset classes. She is a CMBS committee chair and has been a voting member of various REIT, CDO, and Public Finance ratings committees and led the Moody’s team responsible for developing the firm-wide methodology and quantitative framework for the valuation and analysis of loans secured by office properties. Ms. Osborne previously worked as a Deputy Director and Senior Consultant at Jones Lang LaSalle and was an Associate at W.P. Carey. She graduated with a B.A. degree in Economics from The College of William and Mary and has an M.B.A. from Columbia Business School.

· Aron Schwartz – Founder of Constructivist Capital, LLC, Aron Schwartz has been a private equity professional for over 15 years and has been involved in the acquisition, supervision, and growth of many companies. Mr. Schwartz was a Managing Director at the private equity firm Fenway Partners from 1999 to 2011, where he actively served on the boards of directors and was intimately involved in the financing and operations of several portfolio companies, with significant experience in many functional areas including strategic planning, corporate finance, and

management selection. He was previously an Associate in the Financial Entrepreneurs Group at Salomon Smith Barney. Mr. Schwartz received a J.D. and an M.B.A. with honors from UCLA and graduated cum laude with a B.A. in International Relations and a B.S.E. in Economics from The Wharton School at the University of Pennsylvania. Mr. Schwartz is a Certified Management Accountant and a member of the California Bar.

· Michael Weinstein – Former CEO of the Triarc Beverage Group, where he successfully orchestrated the purchase of Snapple for $300 million and its subsequent sale three years later for $1.5 billion, Michael Weinstein is a highly-respected professional who has delivered tremendous value to shareholders at several companies. Mr. Weinstein had previously overseen the growth of A&W Brands as President and COO subsequent to its IPO through to its sale to Cadbury Schweppes, which returned initial equity holders over 200 times their original investment in a seven year period. He brings significant sales, marketing, and product development expertise, particularly as it relates to food and beverage products, and has served on the board of Dr Pepper Snapple from 2009 to 2012 as well as the board of the HJ Heinz Company from 2006 until its sale to 3G Capital in 2013. Mr. Weinstein graduated with a B.A. degree with honors in Economics from Lafayette College and received an M.B.A. from Harvard Business School.

• Lee Wielansky – Chairman and CEO of Midland Development Group, which focuses on the development of retail properties in the mid-west and southeast and was the largest developer of Kroger supermarket-anchored shopping centers in the United States, Lee Wielansky has over 37 years of real estate experience. Mr. Wielansky was previously President and CEO of JDN Development Company, which was a wholly-owned subsidiary of JDN Realty Corporation, a publicly-traded REIT with more than $1 billion in assets that merged with Developers Diversified Realty Corporation. He was formerly Managing Director – Investments and on the board of Regency Centers Corporation, a leading operator and developer of shopping centers encompassing more than 30 million square feet of real estate in 300 centers across in the United States. Mr. Wielanski is Lead Trustee of the $1.5 billion publicly-traded REIT Acadia Realty as well as a director of Isle of Capri Casinos and Pulaski Financial Corp.

Comprehensive Change: Operational, Financial, Strategic

If elected, the Director Nominees will work as a cohesive team, drawing upon each of their unique skills as they seek to effect positive change that we believe should encompass improvements to the Company’s operational, financial, and strategic policies. The Director Nominees would bring desperately-needed new insight, operational expertise, and a fresh perspective to the Board and would embrace the highest standards of corporate governance. We believe the new Board should consider a plan that contemplates the following changes:

Operations

Revenues – Re-focus the core Bob Evans restaurant brand in order to reverse the Company’s same store sales declines and increase traffic by focusing its core brand on what made it great: fresh, home-style cooking, while pursuing selective long-term franchising efforts.

Expenses – Seek to eliminate at least $35 million of annual operating expenses at the corporate level by narrowing the 509 basis point peer differential in SG&A expense as a % of revenue by 50%, or 255 basis points (2.55% of revenue), with further possible targeted reductions at the Bob Evans Restaurant and BEF Foods divisions. Note that pro-forma for such reductions, SG&A expense as a percentage of

revenue would be 10.7%, still far in excess of its family and casual dining peers that are not majority-franchised.

Financial

Capital Spending – Re-assess all existing capital spending plans while seeking to instill a long-term oriented culture of disciplined and prudent capital budgeting, with immediate attention placed on reviewing what we believe are the Company’s imprudent Farm Fresh Refresh 2.0 and ERP implementation plans.

Real Estate – Objectively assess the potential value associated with the Company’s real estate and fairly evaluate methods to unlock what may be upwards of $900+ million in real estate value.

Strategic

Structural Re-Positioning of BEF Foods – Ensure that the ultimate structure of BEF Foods best enables shareholders to realize its underlying value. Should such structure contemplate a separation of BEF Foods through a sale or a spin-off, seek to ensure that such separation is timed appropriately relative to the lifecycle of BEF Foods.

Impartially Evaluate Outside Investment Proposals – Review investment proposals from credible outside parties with an open mind.

Potential Upside for Shareholders

We believe that an intrinsic value approaching $90 per share could be realized and over $6.00 in annual earnings per share (EPS) power could be generated through the implementation of the preceding operational, financial, and strategic changes.

We look forward in the weeks and months ahead to discussing in greater detail our views regarding Bob Evans and the significant inherent potential of the Company. The Director Nominees are united in their desire to enhance shareholder value and we look forward to introducing them to shareholders and members of the broader investment community in the near future.

Sincerely,

Thomas Sandell

Chief Executive Officer

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About Sandell Asset Management Corp.
Sandell Asset Management Corp. is a leading private, alternative asset management firm specializing in global corporate event-driven, multi-strategy investing with a strong focus on equity special situations and credit opportunities. Sandell Asset Management Corp. was founded in 1998 by Thomas E. Sandell and has offices in New York and London, including a global staff of investment professionals, traders and infrastructure specialists.

Contact:

Sandell Asset Management Corp.

Adam Hoffman, 212-603-5814

MacKenzie Partners, Inc.

Dan Burch or Larry Dennedy, 212-929-5500

Sloane & Company

Elliot Sloane, 212-446-1860 or Dan Zacchei, 212-446-1882

SANDELL ASSET MANAGEMENT CORP., CASTLERIGG MASTER INVESTMENTS LTD., CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS LIMITED, CASTLERIGG OFFSHORE HOLDINGS, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L.P., CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD., CASTLERIGG GLOBAL EQUITY SPECIAL EVENT FUND, LTD., CASTLERIGG GLOBAL EQUITY SPECIAL EVENT INTERMEDIATE FUND, L.P., CASTLERIGG GLOBAL EQUITY SPECIAL EVENT MASTER FUND, LTD., PULTENEY STREET PARTNERS, L.P. AND THOMAS E. SANDELL (COLLECTIVELY, "SANDELL") AND DOUGLAS N. BENHAM, CHARLES M. ELSON, DAVID W. HEAD, C. STEPHEN LYNN, ANNELISE T. OSBORNE, ARON I. SCHWARTZ, MICHAEL WEINSTEIN AND LEE S. WIELANSKY (TOGETHER WITH SANDELL, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF BOB EVANS FARMS, INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY’S 2014 ANNUAL MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY SANDELL WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV/. IN ADDITION, MACKENZIE PARTNERS, INC., SANDELL'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST BY CALLING (800) 322-2885.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN AN EXHIBIT TO THE SCHEDULE 14A TO BE FILED BY SANDELL ASSET MANAGEMENT CORP. WITH THE SEC ON APRIL 24, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

Cautionary Statement Regarding Opinions and Forward-Looking Statements

Certain information contained herein constitutes “forward-looking statements” with respect to Bob Evans Farms, Inc. ("Bob Evans"), which can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” "could," “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Such statements are not guarantees of future performance or activities. Due to various risks, uncertainties and assumptions, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. The opinions of Sandell Asset Management Corp. ("SAMC") are for general informational purposes only and do not have regard to the specific investment

objective, financial situation, suitability or particular need of any specific person, and should not be taken as advice on the merits of any investment decision. This material does not recommend the purchase or sale of any security. SAMC reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. SAMC disclaims any obligation to update the information contained herein. SAMC and/or one or more of the investment funds it manages may purchase additional Bob Evans shares or sell all or a portion of their shares or trade in securities relating to such shares.

EX-99

1 Strictly Confidential. Do Not Duplicate or Distribute. Refresh Bob Evans A Plan for Comprehensive Change April 2014

2 Strictly Confidential. Do Not Duplicate or Distribute. Disclaimer THIS PRESENTATION WITH RESPECT TO BOB EVANS FARMS, INC . (“BOB EVANS” OR THE “COMPANY’”) IS FOR GENERAL INFORMATIONAL PURPOSES ONLY . IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY OR PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION . THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF SANDELL ASSET MANAGEMENT CORP . (“SAMC”), AND ARE BASED ON PUBLICLY AVAILABLE INFORMATION AND SAMC ANALYSES . CERTAIN FINANCIAL INFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OR OBTAINED FROM FILINGS MADE WITH THE SEC BY THE COMPANY OR OTHER COMPANIES CONSIDERED COMPARABLE, AND FROM OTHER THIRD PARTY REPORTS . SAMC HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION INDICATED HEREIN AS HAVING BEEN OBTAINED OR DERIVED FROM A THIRD PARTY . ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN . THERE IS NO ASSURANCE OR GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIES OF THE COMPANY WILL TRADE, AND SUCH SECURITIES MAY NOT TRADE AT PRICES THAT MAY BE IMPLIED HEREIN . THE ESTIMATES, PROJECTIONS, PRO FORMA INFORMATION AND POTENTIAL IMPACT OF SAMC’S ACTION PLAN SET FORTH HEREIN ARE BASED ON ASSUMPTIONS THAT SAMC BELIEVES TO BE REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEE THAT ACTUAL RESULTS OR PERFORMANCE OF THE COMPANY WILL NOT DIFFER, AND SUCH DIFFERENCES MAY BE MATERIAL . THIS PRESENTATION DOES NOT RECOMMEND THE PURCHASE OR SALE OF ANY SECURITY . SAMC RESERVES THE RIGHT TO CHANGE ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AS IT DEEMS APPROPRIATE . SAMC DISCLAIMS ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN . UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY . PRIVATE INVESTMENT FUNDS ADVISED BY SAMC CURRENTLY HOLD SHARES OF COMMON STOCK AND SECURITIES REPRESENTING AGGREGATE BENEFICAL OWNERSHIP OF APPROXIMATELY 6 . 8 % 1 OF THE OUTSTANDING COMMON STOCK OF THE COMPANY . SAMC MANAGES INVESTMENT FUNDS THAT ARE IN THE BUSINESS OF TRADING – BUYING AND SELLING – PUBLIC SECURITIES . IT IS POSSIBLE THAT THERE WILL BE DEVELOPMENTS IN THE FUTURE THAT CAUSE SAMC AND/OR ONE OR MORE OF THE INVESTMENT FUNDS IT MANAGES, FROM TIME TO TIME (IN OPEN MARKET OR PRIVATELY NEGOTIATED TRANSACTIONS OR OTHERWISE), TO SELL ALL OR A PORTION OF THEIR SHARES (INCLUDING VIA SHORT SALES), BUY ADDITIONAL SHARES OR TRADE IN OPTIONS, PUTS, CALLS OR OTHER DERIVATIVE INSTRUMENTS RELATING TO SUCH SHARES . SAMC AND SUCH INVESTMENT FUNDS ALSO RESERVE THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO THEIR INVESTMENTS IN THE COMPANY AS THEY MAY DEEM APPROPRIATE, INCLUDING, BUT NOT LIMITED TO, COMMUNICATING WITH MANAGEMENT OF THE COMPANY, THE BOARD OF DIRECTORS OF THE COMPANY AND OTHER INVESTORS AND THIRD PARTIES, AND CONDUCTING A PROXY OR CONSENT SOLICITATION WITH RESPECT TO POTENTIAL GOVERNANCE CHANGES, INCLUDING THE ELECTION OF PERSONS TO THE BOARD OF DIRECTORS OF THE COMPANY . 1 This amount excludes certain funds that are managed by Sandell affiliates that are not participating in this solicitation

3 Strictly Confidential. Do Not Duplicate or Distribute. Additional Information Regarding the Solicitation SANDELL ASSET MANAGEMENT CORP . , CASTLERIGG MASTER INVESTMENTS LTD . , CASTLERIGG INTERNATIONAL LIMITED, CASTLERIGG INTERNATIONAL HOLDINGS LIMITED, CASTLERIGG OFFSHORE HOLDINGS, LTD . , CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT FUND, LTD . , CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT INTERMEDIATE FUND, L . P . , CASTLERIGG MERGER ARBITRAGE AND EQUITY EVENT MASTER FUND, LTD . , CASTLERIGG GLOBAL EQUITY SPECIAL EVENT FUND, LTD . , CASTLERIGG GLOBAL EQUITY SPECIAL EVENT INTERMEDIATE FUND, L . P . , CASTLERIGG GLOBAL EQUITY SPECIAL EVENT MASTER FUND, LTD . , PULTENEY STREET PARTNERS, L . P . AND THOMAS E . SANDELL (COLLECTIVELY, "SANDELL") AND DOUGLAS N . BENHAM, CHARLES M . ELSON, DAVID W . HEAD, C . STEPHEN LYNN, ANNELISE T . OSBORNE, ARON I . SCHWARTZ, MICHAEL WEINSTEIN AND LEE S . WIELANSKY (TOGETHER WITH SANDELL, THE "PARTICIPANTS") INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF BOB EVANS FARMS, INC . (THE "COMPANY") IN CONNECTION WITH THE COMPANY’S 2014 ANNUAL MEETING OF STOCKHOLDERS . ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY SANDELL WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS . WHEN COMPLETED, THE DEFINITIVE PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE COMPANY'S STOCKHOLDERS AND WILL BE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP : //WWW . SEC . GOV/ . IN ADDITION, MACKENZIE PARTNERS, INC . , SANDELL'S PROXY SOLICITOR, WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD, WHEN AVAILABLE, WITHOUT CHARGE UPON REQUEST BY CALLING ( 800 ) 322 - 2885 . INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN AN EXHIBIT TO THE SCHEDULE 14 A TO BE FILED BY SANDELL ASSET MANAGEMENT CORP . WITH THE SEC ON APRIL 24 , 2014 . THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE .

4 Strictly Confidential. Do Not Duplicate or Distribute. Table of Contents Executive Summary I Bob Evans: Numerous Problems II Source of Problems: A Stale and Entrenched Board III Solution: A Fresh, Independent, Highly - Qualified Board to Effect Change IV Comprehensive Improvements: Operational, Financial, Strategic V Potential Upside for Shareholders VI Appendix VII

5 Strictly Confidential. Do Not Duplicate or Distribute. Executive Summary Refresh Bob Evans

6 Strictly Confidential. Do Not Duplicate or Distribute. About Sandell Asset Management ■ Sandell Asset Management Corp. (“Sandell”) is a leading private, alternative asset management firm specializing in global cor por ate event - driven investing ■ O ver 16 years of managing event - driven strategies across both equity - and credit - oriented opportunities ■ Combines bottom - up and top - down analysis to create a portfolio with low downside volatility ■ Chief Executive Officer and Portfolio Manager, Tom Sandell , founded Sandell Asset Management in 1998, and has been investing in global corporate events since the late 1980’s ■ Global presence with offices in New York (since 1998) and London (since 2001 )

7 Strictly Confidential. Do Not Duplicate or Distribute. ($ millions, except per share) Current Price $44.21 52 - Week High 60.22 52 - Week Low 39.78 FY2015E Revenue $1,397 FY2015E EBITDA $184 FY2015E EPS $2.66 Market Cap $1,091 Add: Debt 374 Less: Cash & Notes 21 Enterprise Value $1,444 Overview of Bob Evans Farms, Inc. ■ Bob Evans Farms, Inc . (“Bob Evans” or the “Company”) was founded in 1953 by the Company’s namesake and became publicly traded in 1963 ■ The Company operates in two distinct business segments : Bob Evans Restaurants, and Bob Evans Farms Foods (“BEF Foods”) ● Bob Evans Restaurants owns and operates 562 restaurants in 19 states, primarily in the Midwest, mid - Atlantic and Southeast regions of the US ● BEF Foods distributes a wide variety of refrigerated and frozen foods at 30 , 000 + retail locations in 50 states and Mexico, with production facilities in Michigan, Ohio, and Texas Source: Bloomberg (as of April 21, 2014); Bob Evans Investor Presentation (April 11, 2014) Note: FY2015 ends April, 2015 74% 26% Revenue by Segment

8 Strictly Confidential. Do Not Duplicate or Distribute. Executive Summary ■ Sandell has beneficial ownership of 6 . 8 % 1 of Bob Evans, making us one of the Company’s largest shareholders ■ We believe that Bob Evans is materially undervalued and that the Company’s stock price does not fairly reflect the significant value associated with the Company’s unique assets ● We have attempted to constructively engage with the management and Board of Directors (the “Board”) of Bob Evans for close to a year in the hopes of seeing this value better reflected in the Company’s stock price ■ Bob Evans shareholders have suffered dramatic and sustained long - term stock price under - performance versus :  The Company’s selected proxy peer group  The Company’s most comparable family dining peer , Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”)  Family & Casual Dining Peers (non - majority franchised) Bob Evans’ Total Shareholder Return Relative to: Proxy Peers Family & Casual Dining Peers 1 Year - 10.0 % - 17.0 % - 9.1 % 3 Year - 48.4 % - 33.4 % - 13.9 % 5 Year - 121.2 % - 130.1 % - 47.9 % 10 Year - 128.2 % - 160.2 % - 53.8 % 1 This amount excludes certain funds that are managed by Sandell affiliates that are not participating in this solicitation Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

9 Strictly Confidential. Do Not Duplicate or Distribute. Executive Summary Our conclusion: The poor stock price performance at Bob Evans is ultimately due to the Company’s failed policies and a wasteful culture sanctioned by a stale and entrenched Board ■ We believe that Bob Evans is plagued with many problems that have contributed to this underperformance , including :  Repeated reduction in operating and earnings guidance  Inordinately high SG&A expenses  Abysmal returns on invested capital  Real estate value not reflected in stock price (upwards of $900+ million in real estate value)  Value obfuscation and virtually no synergies associated with BEF Foods ■ We believe these problems at Bob Evans are the direct result of the failed policies and a wasteful culture sanctioned by a stale and entrenched Board of Directors who have failed to exert effective management oversight  The average Director has served on this Board for over 14 years  Five of the ten current Directors have been on the Board for more than 15 years  The Board through multiple personal connections both to Steven Davis, who is Chairman and CEO, as well as amongst themselves, is in our opinion, highly conflicted  The Board has a long and troubling history of taking entrenchment actions to disenfranchise shareholders  The Board faced recent litigation from two institutional investors over their attempt to thwart shareholder rights by enactin g a n improper bylaw amendment and only after these shareholders filed suit did the Board withdraw their entrenching bylaw amendment

10 Strictly Confidential. Do Not Duplicate or Distribute. Executive Summary Doug Benham – Restaurant Operations & Finance David Head – Restaurant Brand Management Charles Elson – Corporate Governance Aron Schwartz – Strategic Planning Michael Weinstein – Marketing Lee Wielansky – Real Estate Steve Lynn – Restructuring Annelise Osborne – Finance ■ To address these problems and best position Bob Evans to deliver enhanced shareholder value, the Board needs a fresh, independent, highly - qualified Board of Directors that is able to provide effective management oversight and bring new perspectives and ideas to the Company ■ We have identified an outstanding slate of eight nominees for election to the Board of Directors, all of whom are independent of the Company and Sandell, with the background and experience necessary to effect meaningful change in order to reposition Bob Evans for success

11 Strictly Confidential. Do Not Duplicate or Distribute. Executive Summary ■ If elected, we believe the Director N ominees would be ideally suited, subject to their fiduciary duties, to oversee the implementation of a comprehensive plan to increase shareholder value ■ We would recommend a plan that contemplates change in the following areas : x Operational ● Revenues : Re - focus core Bob Evans brand to drive increased traffic and same store sales while pursuing selective long - term franchising efforts ● Expenses: Address the bloated cost structure at the corporate level to achieve at least $ 35 million in annual SG&A savings x Financial ● Capital Spending: Scrutinize capital spending plans and instill a culture of disciplined and prudent capital budgeting ● Real Estate: Evaluate methods to unlock upwards of $900+ million in real estate value x Strategic ● BEF Foods: Analyze and implement the optimal structure at BEF Foods in order to realize maximum value ● Outside Investment: Impartially evaluate credible investment overtures from outside sponsors We believe an intrinsic value approaching $90 per share could be realized and over $6.00 in annual EPS power could be generated through the implementation of this plan

12 Strictly Confidential. Do Not Duplicate or Distribute. Bob Evans: Numerous Problems Refresh Bob Evans

13 Strictly Confidential. Do Not Duplicate or Distribute. Numerous Problems ■ The problems plaguing Bob Evans are numerous ● Chronic and Severe Stock Price Underperformance ● Repeated Reduction in Operating and Earnings Guidance ● SG&A Expense Far in Excess of Peers, due to:  Bloated Corporate I nfrastructure  Unnecessary Expenditures  Extravagant New Corporate Headquarters  Farm and Homestead Museum, Company Airplane ● Abysmal Returns from “Farm Fresh Refresh” Remodeling Initiative ● Real Estate Value Not Reflected in Stock Price ● BEF Foods: Virtually No Synergies and Value Disconnect

14 Strictly Confidential. Do Not Duplicate or Distribute. One Year Total Shareholder Return vs. Peers 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Apr-13 Jul-13 Oct-13 Jan-14 Bob Evans Proxy Peers Cracker Barrel Family & Casual Dining Peers Proxy Peers + 28.4% Family & Casual Dining + 20.4% +21.3% + 11.3% Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

15 Strictly Confidential. Do Not Duplicate or Distribute. -40% -20% 0% 20% 40% 60% 80% 100% 120% 140% 160% Apr-11 Apr-12 Apr-13 Apr-14 Bob Evans Proxy Peers Cracker Barrel Family & Casual Dining Peers Proxy Peers +87.5% Family & Casual Dining +68.0% Three Year Total Shareholder Return vs. Peers + 102.5% +54.1% Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

16 Strictly Confidential. Do Not Duplicate or Distribute. Five Year Total Shareholder Return vs. Peers -50% 0% 50% 100% 150% 200% 250% 300% 350% Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Bob Evans Proxy Peers Cracker Barrel Family & Casual Dining Peers Proxy Peers +237.5% Family & Casual Dining + 155.4% +228.7% +107.5% Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

17 Strictly Confidential. Do Not Duplicate or Distribute. Ten Year Total Shareholder Return vs. Peers -100% -50% 0% 50% 100% 150% 200% 250% 300% Apr-04 Apr-05 Apr-06 Apr-07 Apr-08 Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Bob Evans Proxy Peers Cracker Barrel Proxy Peers +239.4% Family & Casual Dining + 133.0% +207.4% + 79.2% Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

18 Strictly Confidential. Do Not Duplicate or Distribute. Chronic and Severe Stock Price Underperformance Bob Evans’ Total Shareholder Return Relative to: Proxy Peers Family & Casual Dining Peers 1 Year - 10.0 % - 17.0 % - 9.1 % 3 Year - 48.4 % - 33.4 % - 13.9 % 5 Year - 121.2 % - 130.1 % - 47.9 % 10 Year - 128.2 % - 160.2 % - 53.8 % Shareholders of Bob Evans have suffered years of woeful under - performance Source: Bloomberg ( as of April 21, 2014) Note: Proxy Peers consists of: BH, BJRI, BWLD, CAKE , CBRL, DAVE , DENN, DIN, DPZ , DRI, EAT, FRS, HAIN, LNCE , MCD, MKC, PNRA, PZZA, RRGB, RT, SAFM , SJM , TAST , WEN, and YUM; as per Bob Evans’ 2013 Proxy Statement Note: Family & Casual Dining Peers (non - majority franchised) consist of: BJRI, BLMN, CAKE, CBRL, DRI , EAT, RRGB, and TXRH Note: We believe that Cracker Barrel is the most comparable family dining peer to Bob Evans (refer to case study on page 33)

19 Strictly Confidential. Do Not Duplicate or Distribute. 4% 5% 6% 7% 8% 9% Oct. 22, 2013 Dec. 4, 2013 Jan. 27, 2014 Mar. 4, 2014 Operating Margin Repeated Reduction in Operating and Earnings Guidance $1.00 $1.25 $1.50 $1.75 $2.00 $2.25 $2.50 $2.75 $3.00 Oct. 22, 2013 Dec. 4, 2013 Jan. 27, 2014 Mar. 4, 2014 Earnings Per Share $ 2.60 to $2.67 $ 2.60 to $2.65 $2.20 to $2.30 $1.60 to $1.75 8.0% to 8.5% 7.5% to 8.0% 6.1% to 6.6% 5.0% to 5.5% In the last 6 months, Bob Evans has reduced its FY2014 guidance 4 times! Source: SEC filings ■ Management has repeatedly reduced its guidance for FY 2014

20 Strictly Confidential. Do Not Duplicate or Distribute. SG&A Expense $ in millions, last fiscal year Average ex - BOBE Revenue $1,608.9 $775.1 $3,987.8 $2,846.1 $1,877.0 $2,644.6 $8,551.9 $1,017.2 $1,422.0 SG&A (not comparable) 180.2 49.1 268.9 134.5 114.7 143.3 847.8 124.3 77.3 % of Revenue 11.20% 6.34% 6.74% 4.73% 6.11% 5.42% 9.91% 12.22% 5.43% Add: Advertising * 33.0 17.1 0.0 82.8 5.9 60.0 0.0 0.0 10.1 SG&A (comparable) $213.2 $66.2 $268.9 $217.3 $120.6 $203.2 $847.8 $124.3 $87.4 SG&A as a % of Revenue 13.25% 8.54% 6.74% 7.64% 6.43% 7.68% 9.91% 12.22% 6.14% 8.16% SG&A Expense Far in Excess of Peers ■ The Company suffers from a cost structure that has resulted in SG&A expense far in excess of virtually all its peers ● Because Bob Evans does not pursue a franchising strategy, to most accurately asses the Company’s relative cost structure, we compare Bob Evans to its family and casual dining peers that are not majority - franchised ● It is important to note that Bob Evans does not report restaurant advertising expense in SG&A whereas many of its peers do, so to achieve true comparability we must adjust for advertising expense Bob Evans’ SG&A expense as a % of revenue is 13.25%, far in excess of others and 5.09%, or 509 basis points, higher than the 8.16% average of its family and casual dining peers that are not majority - franchised Source: SEC filings * Note: Advertising added if not already included in SG&A

21 Strictly Confidential. Do Not Duplicate or Distribute. Perennially High SG&A Expense ■ As the following exhibit graphically illustrates, the last fiscal year was not an aberration, as Bob Evans has suffered from high SG&A expenses for a number of years versus the average of its family and casual dining peers that are not majority - franchised Bob Evans has had consistently and materially higher SG&A expense as a % of revenue than the average of such peers, which reflects a longstanding and pervasive spendthrift culture 6.0% 7.0% 8.0% 9.0% 10.0% 11.0% 12.0% 13.0% 14.0% FY2009 FY2010 FY2011 FY2012 FY2013 SG&A as a % of Revenue* SG&A as a % of Revenue * BOBE Family & Casual Dining Peers Cracker Barrel Source: SEC filings * Note: Advertising added if not already included in SG&A

22 Strictly Confidential. Do Not Duplicate or Distribute. Bloated Corporate Infrastructure ■ There are several reasons why the Company’s SG&A expenses are far too high ■ One reason is the Company’s bloated corporate infrastructure; Bob Evans has 512 employees at its corporate headquarters , which has resulted in overhead efficiency (revenue per corporate employee ) far lower than all its family and casual dining peers that are not majority - franchised $5,545 $5,164 $5,002 $4,522 $4,382 $3,539 $3,268 $2,625 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 $5,500 $6,000 Cracker Barrel Bloomin' Brands Cheesecake Factory Brinker BJs Red Robin Texas Roadhouse Bob Evans $ in thousands Revenue Per Corporate Employee “The thing I like about the food industry, it’s a people business, I just enjoy being around people… ” - Steven Davis, Chairman & CEO of Bob Evans Columbus CEO, March 2014 (emphasis added) Source: SEC filings; Bloomberg; Note: See Appendix for detailed calculation of revenue per corporate employee Peer Average (ex BOBE): $4,486 ■ Bob Evans generates $2.6 million of revenue per corporate employee, over 40% lower than the $4.5 million average of such peers

23 Strictly Confidential. Do Not Duplicate or Distribute. Unnecessary Expenditures ■ Also contributing to the Company’s inflated SG&A is the fact that Bob Evans has incurred expenses far in excess of its peers for w hat are, in our view, several unnecessary and extravagant pursuits ■ New Corporate Headquarters – The Company recently opened a new 40 acre, $48.2 million corporate headquarters campus in New Albany, Ohio and must incur additional expenses in its maintenance ● Its palatial character (see next page) is best described by the following: ■ Bob Evans Farm and Homestead Museum – The Company owns the 937 - acre Bob Evans Farm in Rio Grande, Ohio, complete with a large brick farmhouse known as the Homestead, which serves as a company museum and historical center, and is now on the Natio nal Register of Historic Places ■ Company Airplane – Bob Evans appears to have only recently (in November 2013) sold its ASTRA SPX (Gulfstream G - 100) 14 - seat company airplane that it had owned for several years “The result is a headquarters building, training center and shipping and receiving building nestled among infant chestnut trees and blueberry bushes, garden and ponds, and encircled by a 1 - mile walking path . On the exterior of the 138 , 000 square - foot main building, metal window louvers and stairwell towers suggest the vents and silos of a barn … A restaurant - size, red neon Bob Evans Farms logo welcomes visitors to a two - story lobby with polished concrete floors . Wood barn slats line hallways, where pieces of Bob Evans history or corporate values are displayed . ” The Columbus Dispatch, October 31, 2013 The current Board’s shameful culture of waste has paved the way for a Company - wide culture of excess

24 Strictly Confidential. Do Not Duplicate or Distribute. ■ We believe that the wasteful spending behavior of management is best illustrated by the recent construction of the Company’s new $48.2 million corporate headquarters campus in New Albany, Ohio ■ The construction of this elaborate facility reflects a spendthrift culture perpetuated by Chairman and CEO Steven Davis and sanctioned by the Board of Directors ■ Particularly troublesome is the report that the city of Columbus, Ohio apparently offered the Company more than $14 million in incentives to stay in its former headquarters space ● As is noted later in this presentation, five of the ten current Directors on this Company’s Board live in or near New Albany, including Steven Davis Extravagant New Corporate Headquarters The city of Columbus reportedly offered Bob Evans more that $14 million to stay in its former headquarters, yet the Board elected to spend nearly $50 million on an opulent new building in a town where half the Board resides

25 Strictly Confidential. Do Not Duplicate or Distribute. Extravagant New Corporate Headquarters (cont.) “The new corporate headquarters campus will include a 175,197 SF facility comprised of three separate structures. The Main Building is 137,542 SF of private and open offices, conference rooms , various test kitchens, cafeteria, fitness area, locker rooms and balconies for approximately 650 employees on two levels. The Training Building will be utilized for a training space for off - site employees as well as a place for all on - site gatherings and includes a large meeting room, limited office space, support spaces and storage in 13,515 SF on two levels. The Shipping and Receiving Building contains a mail room, office space, a loading dock, copy space and records storage in 24,140 SF on one level. The 40 acre site includes both visitor and employee parking areas, drop - offs and truck routing. Site amenities include walking paths , a large pond , gardens , patios , orchards and fenced grassy areas .” http://www.corna.com/bob - evans.html

26 Strictly Confidential. Do Not Duplicate or Distribute. ■ The Company is required to incur the expenses associated with maintaining the 937 - acre Bob Evans Farm in southeastern Ohio and n ot long ago invested more than $4 million in renovations to the Farm and its Homestead Museum ■ For many years Bob Evans was shouldering the expenses associated with the airplane pictured below ● It is small consolation that Bob Evans appears to have sold, albeit very recently, its corporate jet, a widely - recognized symbol of corporate excess ● We suspect it is no coincidence that the Company appears to have sold its airplane shortly after we had filed our initial Schedule 13D ■ We note that a 49% interest in this plane was purchased in 2009 by a subsidiary of Greif, Inc. and we highlight the fact that Mi chael Gasser, the so - called Lead Independent Director of Bob Evans, was Chairman of the Board and CEO of Greif, Inc. during this time These are further examples of a spendthrift and wasteful culture sanctioned by the Board Farm and Homestead Museum, Company Airplane

27 Strictly Confidential. Do Not Duplicate or Distribute. Disastrous “Farm Fresh Refresh” Remodeling Results ■ The Company’s much - promoted “Farm Fresh Refresh” remodeling initiative, which has required capital expenditures of $225,000 per restaurant across the entire Bob Evans chain , has been a consummate failure based on the Company’s disappointing same store sales results 2.20% 0.70% - 0.20% 0.00% 1.80% - 0.90% - 2.30% - 2.80% -3% -2% -1% 0% 1% 2% 3% FY2013 Q4 FY2014 Q1 FY2014 Q2 FY2014 Q3 Same Store Sales ( SSS) % Farm Fresh Refresh SSS Results Year 1 FFR Year 2 FFR By the second year after being “Farm Fresh” remodeled , same store sales have actually trended negative Source: SEC filings Note: The Company is apparently so embarrassed by their failed efforts that their most recent Investor Presentation doesn’t even display the Year 2 same store sales results for Farm Fresh remodeled restaurants (see page 29 from exhibit 99.1 of the 8 - K dated April 11, 2014)

28 Strictly Confidential. Do Not Duplicate or Distribute. Abysmal Return on Invested Capital ■ The Company’s 3 - year Farm Fresh Refresh initiative, slated to be completed by the end of April 2014, will have cost over $120 mi llion and has generated almost no return on this invested capital It is very troubling that management is actually planning for a “Farm Fresh Refresh 2.0” Source: SEC filings; internal estimates Farm Fresh Refresh Rate of Return Same Store Sales (SSS) Year 1 Year 2 FY2013 Q4 +2.20% +1.80% FY2014 Q1 +0.70% - 0.90% FY2014 Q2 - 0.20% - 2.30% FY2014 Q3 +0.00% - 2.80% Average LTM SSS Performance +0.68% - 1.05% Average Sales Per Restaurant $1,740,000 $1,740,000 Incremental Sales Per Refreshed Restaurant $11,832 ($18,270) Contribution Margin (Revenue - COGS) 74.5% 74.5% Pre - Tax Return Per Refreshed Restaurant $8,815 ($13,611) Taxes @ 31.0% (2,733) 4,219 Net Return Per Refreshed Restaurant $6,082 ($9,392) Cost Per Refreshed Restaurant $225,000 $225,000 Net Rate of Return 2.7% - 4.2%

29 Strictly Confidential. Do Not Duplicate or Distribute. Extensive Real Estate Holdings ■ The Company has amassed an extensive portfolio of 482 wholly - owned restaurants (both land and building), or 86% of its entire restaurant base, all of which will have been remodeled at significant cost by the end of FY 2014 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% BOBE CBRL DRI TXRH EAT BLMN RRGB BJRI CAKE % Restaurants Owned Bob Evans owns 86% of its restaurant base - substantially more than its family and casual dining peers that are not majority - franchised Source: SEC filings; Note: Latest fiscal years, excludes franchise locations

30 Strictly Confidential. Do Not Duplicate or Distribute. ■ As opposed to a theoretical exercise, we have received highly - credible, unsolicited approaches from four different multi - billion dollar investment firms (two private investment companies and two publicly - traded REITs) interested to enter into a sale - leaseback transaction with the Company involving some or all of its underlying real estate, including a very recent approach that would value the real estate associated with the Company’s 482 wholly - owned (land and building) restaurants and other properties at $900+ million Unrecognized Real Estate Value ■ Our analysis shows that the Company’s stock price does not reflect the significant value associated with its owned real estate, including its wholly - owned restaurants as well as its industrial and office real estate, which in total may be worth upwards of $900+ million , or over $36 per share We believe the value of Bob Evans real estate – alone – is worth more than $36 per share Stock Price $44.21 Shares Outstanding 24.7 million Market Value $1,091 million Real Estate Value Up to $900+ million Real Estate Value as a % of Market Value Up to 82% Real Estate Value Up to $36.46 per share Source: SEC filings; Bloomberg; internal estimates and third party discussions

31 Strictly Confidential. Do Not Duplicate or Distribute. BEF Foods: Virtually No Synergies and Value Disconnect ■ BEF Foods, the Company’s packaged foods division , contributes little in the way of synergies ■ Volatile sow prices, a significant cost to BEF Foods, have had a dramatic, negative impact on the Company’s earnings ■ BEF Foods operates independently, has a separate management team, and provides little in the way of either revenue or cost synerg ies to Bob Evans ● Revenue synergies associated with the ownership of BEF Foods appear insignificant to nonexistent , as intersegment net sales of food products were a nominal 1.1% of total Company revenue for the first nine months of FY2014 ● Management has not identified any specific cost synergies aside from vague, buzz - word laden commentary and has never to our know ledge quantified the cost savings derived from ownership of BEF Foods ● Dis - synergies may in fact exist due to the combined ownership of Bob Evans Restaurants and BEF Foods; as an example, note that t he affiliation of BEF Foods with Bob Evans Restaurants may deter other competing restaurant chains from purchasing BEF Foods products, significantly curt ail ing the private label opportunities that may exist ■ Management is fighting a “two front war” and is already having difficulty managing the Bob Evans Restaurants business ● BEF Foods poses another challenge which management seems clearly incapable of addressing (note the bungled Sulfur Springs expansion, which resulted in $2.1 million of excess costs and inefficiencies in 3Q of FY2014 and an additional $1.5 million to $2.0 million of inefficienc ies expected in 4Q of FY2014, along with the “supplier dispute” at BEF Foods, which led to an adverse $7 million sales impact in 3Q 2014 ) Bob Evans should focus on getting its core restaurant business fixed rather than search for virtually nonexistent synergies with the BEF Foods business Source: SEC filings

32 Strictly Confidential. Do Not Duplicate or Distribute. “Starbucks started out with coffee shops and now when you go into the grocery channel, you’ll find bags of coffee, you’ll find Starbucks kiosks. I think they’ve done the best job of what we’re trying to do. I think that serves as a great model for us.” - Steven Davis, Chairman & CEO of Bob Evans Columbus CEO Magazine, March 2014 Coffee is not a side dish and Bob Evans is not Starbucks

33 Strictly Confidential. Do Not Duplicate or Distribute. Case Study: Cracker Barrel (Last Fiscal Year) $1,615 million Total Revenue $2,662 million 560 Store Count 625 Non - Franchised Business Model Non - Franchised $8.92 Average Check $9.68 No Serves Alcohol No 86% % Restaurants Owned 66% Cracker Barrel is the most comparable family dining peer to Bob Evans… Source: SEC filings

34 Strictly Confidential. Do Not Duplicate or Distribute. Case Study: Cracker Barrel (cont.) Yes Non - Core Segments No 2 14 Average Board Tenure 1 4 13.3% SG&A as a % of Revenue 1 7.7% $2.6 million Revenue Per Corporate Employee 1 $5.5 million 107.5% 5 - Year TSR 3 228.7% No Separate Chairman and CEO 1 Yes … yet Bob Evans compares poorly to Cracker Barrel in several key areas 1 Source: SEC filings (last fiscal year); Refresh Bob Evans analysis 2 Note : Cracker Barrel derives approximately 20% of its revenue from sales in its restaurant gift shops which we categorize as part of their core business 3 Note: Total Shareholder Return (TSR); Source: Bloomberg (as of April 21, 2014)

35 Strictly Confidential. Do Not Duplicate or Distribute. Case Study: Cracker Barrel (cont.) Bob Evans could learn from Cracker Barrel's recent value - creating maneuvers 1 Source: Cracker Barrel Q4 2011 Earnings Call, September 13, 2011 2 Source: Bloomberg (as of April 21, 2014) ■ Cracker Barrel operates more than 600 stores, located in 42 states, serving breakfast , lunch, and dinner in the dining room, and offering a wide variety of decorative and functional items within their gift shops ■ A long - time laggard in family and casual dining, Cracker Barrel started to turn around after appointing a new CEO in September 2011 who immediately implemented a six point plan 1 : 1. I ntroduce a new marketing messaging to better connect with our existing and potential guests 2. I mplement refined menu and pricing strategies to increase variety and affordability 3. Implement enhancements to restaurant operating platform to generate sustained improvements in the guest experience 4. Drive retail sales growth by continuing to reviewing and refining retail assortment to deliver value 5. Implement initiatives to reduce costs to offset a portion of the impact of higher food commodity costs 6. Leverage our strong cash flow generation to both reinvest in the business, as well as increase return on capital to shareholders -25% 0% 25% 50% 75% 100% 125% 150% 175% 200% 225% 250% 275% 300% Apr-09 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Five Year Total Shareholder Return 2 +228.7% +107.5% Cracker Barrel has outperformed Bob Evans by 92.4% since it announced its six point strategic priorities plan in September 2011

36 Strictly Confidential. Do Not Duplicate or Distribute. Source of Problems: A Stale and Entrenched Board Refresh Bob Evans

37 Strictly Confidential. Do Not Duplicate or Distribute. “ Sitting on a corporate board has been like playing golf to me . It is my hobby . ” – Gordon Gee, Director at Bob Evans since 2009 Vanderbilt Hustler, September 27, 2006

38 Strictly Confidential. Do Not Duplicate or Distribute. A Stale Board ■ Bob Evans suffers from a stale Board of Directors, with an average Director tenure of over 14 years Director Year Appointed Tenure (Years) TSR Relative to Family & Casual Dining Peers that are not majority - franchised 1 TSR Relative to Cracker Barrel 1 Larry C. Corbin 1981 33 - 800.1% - 5,117.0% Steven A. Davis 2006 8 2.1% - 100.2% Michael J. Gasser 1997 17 - 453.5% - 82.1% E. Gordon Gee 2009 5 - 95.6% - 213.2% Mary Kay Haben 2012 2 - 32.7% - 45.9% E. W. Ingram III 1998 16 - 264.0% - 38.0% Cheryl C. Krueger 1993 21 - 195.9% 7.0% G. Robert Lucas 1986 28 - 1,296.8% - 6,265.9% Eileen A. Mallesch 2008 6 - 97.3% - 222.7% Paul S. Williams 2007 7 - 27.6% - 125.4% Average: 14.3 Years - 330.4% - 1,228.5% There is nothing “ f resh” about the current Board 1 Source: Bloomberg (as of April 21, 2014); Refresh Bob Evans analysis; Note: TSR measured from the date the Director joined the Board, with the exception of Ms. Krueger , M r. Lucas, and Mr. Corbin, which used an estimated start date of 6/1/1993, 6/1/1986, and 6/1/1981 respectively 2 Source: Spencer Stuart Board Index 2013, page 17 The average tenure of S&P boards is 8.6 years 2

39 Strictly Confidential. Do Not Duplicate or Distribute. Board Inaction: The History of Mimi’s Café ■ The disastrous history of Mimi’s Café, from its acquisition by Bob Evans in July of 2004 for $183 million to its sale in February of 2013 for $50 million, is a painful illustration of the value destruction resulting from this current Board’s failure to react to problems Fiscal 2005 Fiscal 2006 Fiscal 2007 Fiscal 2008 Fiscal 2009 Fiscal 2010 Fiscal 2011 Fiscal 2012 Fiscal 2013 Mimi’s Same Store Sales Purchased + 1.6% +1.6% - 2.4% - 7.2% - 7.2% - 4.5% - 4.0% Sold Commentary Bob Evans purchases Mimi’s for $183 million (July 2004) “We believe both Mimi’s Cafes and Bob Evans Restaurants can further benefit by continuing to work together as a team” – Steven Davis, 2006 Annual Report “Most of Mimi’s new units are generating sales above the system - wide average, so we remain very excited about the concept’s growth potential” – Steven Davis, 2007 Annual Report “We are planning to drive top - line growth at Mimi’s with a new menu” – Steven Davis, 2008 Annual Report “I’d like to think that the team we put in place…you’ll continue to see improvements in Mimi’s Cafe” – Steven Davis, 11/12/08 “So we are in pretty good shape with Mimi’s Café…As of today there isn’t any plan to dramatically close a bunch of Mimi’s Cafes” – Steven Davis, 3/18/10 “We now have a sales manager in every Mimi’s Café restaurant, along with assistant managers dedicated solely to driving sales” – Steven Davis, 11/17/10 “Turning Mimi’s around is a very high priority, and we expect the Mimi’s team…to deliver on those expectation” – Steven Davis, 11/16/11 Bob Evans sells Mimi’s for $50 million (February 2013) Existing Current Directors on Board Corbin Gasser Ingram Krueger Lucas Corbin Davis Gasser Ingram Krueger Lucas Corbin Davis Gasser Ingram Krueger Lucas Corbin Davis Gasser Ingram Krueger Lucas Mallesch Williams Corbin Davis Gasser Gee Ingram Krueger Lucas Mallesch Williams Corbin Davis Gasser Gee Ingram Krueger Lucas Mallesch Williams Corbin Davis Gasser Gee Ingram Krueger Lucas Mallesch Williams Corbin Davis Gasser Gee Ingram Krueger Lucas Mallesch Williams Corbin Davis Gasser Gee Haben Ingram Krueger Lucas Mallesch Williams The failure of Mimi’s Café is a stark example of the current Board’s inability to take necessary action

40 Strictly Confidential. Do Not Duplicate or Distribute. Mimi’s Café: Even Less than Meets the Eye ■ The actual value received for Mimi’s may be even less than reported ● Of the reported $ 50 million received by Bob Evans for the Mimi’s chain, $ 30 million was in the form of a seven - year promissory note with an annual interest rate of 1 . 5 % , which is currently valued on the Company’s balance sheet at $ 15 . 5 million ● Further reducing the ultimate consideration that the Company received was the agreement that Bob Evans provide transitional services to Mimi’s Café for a period of up to one year, an endeavor that may have resulted in up to $ 10 million of additional costs ● Based on the above, the actual value received for Mimi’s may be only $ 25 . 5 million, versus a purchase price of $ 183 million, or a loss of $ 157 . 5 million, which represents a staggering 86 % of the purchase price ● The following passage in Nation’s Restaurant News includes commentary from Phil Costner, the new President of Mimi’s under its new owners Le Duff America, and discusses the missteps made by Bob Evans : Bob Evans, under the direction of the current Board, lost more than $157 million on Mimi’s Café “’In the next 18 - 24 months, I think we’re going to engineer one of – if not the - greatest comebacks in our lifetime,’ [Costner] said. “Costner said the three - daypart chain has seen average unit volumes fall from $3.5 million to $2.5 million in the past five years due to what he views as mismanagement from its previous owners , who moved the chain away from its casual - dining roots . “’It’s pretty clear that the direction from the prior ownership was very explicit, very direct, and that’s what specifically repositioned Mimi’s as a family - dining house and vacated the casual - dining segment ,’ he said.” Nation’s Restaurant News, September 4, 2003 (emphasis added) Source: SEC filings; Refresh Bob Evans analysis

41 Strictly Confidential. Do Not Duplicate or Distribute. A Highly Conflicted Board “Bob Evans’ Board is parochial in the extreme for a public company…This is in part due to the fact that a majority of the Board’s members have long - standing relationships with each other and with the Company’s Chairman and CEO, Defendant Steven A. Davis, whether through local Columbus, Ohio institutions (such as Ohio State University) or through their residence in or adjacent to New Albany, Ohio (an exclusive master - planned community northeast of Columbus with a population of approximately 7,700 )” Oklahoma Firefighters Pension & Retirement System v. Bob Evans, January 22, 2014

42 Strictly Confidential. Do Not Duplicate or Distribute. A Highly Conflicted Board ■ The vast majority of Board members have numerous personal connections both to Steven Davis, who is Chairman and CEO, as well as amongst themselves ■ This closely - knit Board has allowed the irresponsible spending and failed initiatives of management go unchallenged, and then rewarded Mr. Davis personally in 2013 by providing an employment agreement with an unusually long 5 - year term Director Commentary Steven A. Davis Serves as both Chairman and CEO; Board member of The James Foundation ; Board member of JobsOhio ; significant donor (Headmaster’s Circle, Class of 2017) to The Columbus Academy ; while CEO, Bob Evans entered into transactions involving Ohio State University as well as a subsidiary of Greif, Inc . and Bob Evans has used the services of Vorys , Sater , Seymour and Pease ; previously worked at Kraft Foods, Inc . (1984 - 1993); the wife of Mr. Davis is a member of the Board of Trustees of the Columbus College of Art & Design and a founding member of the Women’s Leadership Council of the United Way of Central Ohio Michael J. Gasser Trustee of Ohio State University ; previous Board member of The James Foundation ; Former Chairman and CEO of Greif, Inc .; Dr. E. Gordon Gee Former President of Ohio State University ( Note : Dr . Gee resigned as President of Ohio State University in July 2013 after outcry surrounding a history of insensitive and offensive public comments made by him) ; Board member of JobsOhio Mary Kay Haben Former executive at Kraft Foods Inc . (1979 - 2007) E. W. Ingram III Previous Board member of The James Foundation ; member of the Board of the Ohio State University Foundation Cheryl C. Krueger Trustee of Ohio State University ; Former President of the Board of Trustees of The Columbus Academy ; previous President and Board member of The James Foundation ; member of the Board of Ohio State University Foundation G. Robert Lucas Established the Lucas Family Scholarship fund through Ohio State University Foundation; former partner of Vorys , Sater , Seymour and Pease Eileen A. Mallesch Board member of State Auto Financial; member of the Board of Trustees of the Columbus College of Art & Design ; founding member of the Women’s Leadership Council of the United Way of Central Ohio Paul S. Williams Former President of the Board of Trustees of The Columbus Academy ; Board member of State Auto Financial ; former partner of Vorys , Sater , Seymour and Pease The troubling multitude of personal connections between Board members and CEO Steven Davis calls into question the independence of this entire Board

43 Strictly Confidential. Do Not Duplicate or Distribute. Key United Way Central Ohio The James Foundation The Columbus Academy Vorys , Sater Greif, Inc. State Auto Columbus College A&D Kraft Foods, Inc. The Ohio State Univ. JobsOhio Dizzying Array of Connections Gordon Gee Mary Haben Eileen Mallesch Paul Williams Robert Lucas Cheryl Krueger Bill Ingram Michael Gasser Steven Davis Larry Corbin Former CEO

44 Strictly Confidential. Do Not Duplicate or Distribute. The Board of Bob Evans resembles a social club, not the board of a public company Larry Corbin Former CEO Steven A. Davis Michael J. Gasser E. Gordon Gee Mary Kay Haben E. W. Ingram III Cheryl C. Krueger G. Robert Lucas Eileen A. Mallesch Paul S. Williams A Highly Conflicted Board (cont.)

45 Strictly Confidential. Do Not Duplicate or Distribute. Board’s Entrenchment Action Forced Sandell Litigation ■ In November of 2011, the Board sought to impose an improper Bylaw restriction on shareholders that would have further entrenc hed the Board by severely limiting the ability of shareholders to effect change by amending the Company’s Bylaws ● Specifically, the Board unilaterally adopted, without shareholder approval, a requirement that an 80 % supermajority shareholder vote be obtained in order for shareholders to amend the Bylaws ● This amendment was made less than three months after shareholders had overwhelmingly voted to reduce such a supermajority requirement to a majority threshold, and in any event was made in contravention of the terms of the then existing, Board - proposed bylaw ■ Due to this Board’s action, Sandell filed a lawsuit against the Company and its Directors in the Court of Chancery of the Sta te of Delaware in January of 2014 in order to restore the rights of shareholders to amend the Company’s Bylaws by majority vote ■ Shortly after this lawsuit was filed the Company reversed its improper previous Bylaw restriction ■ We are confident that this Board would not have reversed its improper attempt to disenfranchise shareholders without our effo rts and the threat of judicial scrutiny We believe that the Board’s recent attempt at entrenchment clearly demonstrates its contempt for the Company’s shareholders

46 Strictly Confidential. Do Not Duplicate or Distribute. Oklahoma Firefighters vs. Bob Evans ■ Because of the Board’s improper action, another long - time shareholder, the Oklahoma Firefighters Pension & Retirement System (“Oklahoma Firefighters”), filed suit in Delaware against the Company and its Directors in January of 2014 ■ The complaint filed by the Oklahoma Firefighters discusses in great detail the troubling history of entrenchment actions take n b y the Company’s Directors over a period of many years to disenfranchise shareholders, as well as detailing what we believe are numerous insidious relationships amongst Directors : “ When directors of a publicly traded company take such brazen action…the only logical conclusion is that they are motivated by deceit and entrenchment.” “ Bob Evans and the Director Defendants have a long history of suppressing public stockholders’ efforts to ensure Board account abi lity. As set forth herein, for more than 10 years, since at least 1998, the Board has erected hurdle after hurdle to hinder stockholders’ efforts to declassify the Board and to ensure their continued tenure. ” “ Defendant Bob Evans’ Board is parochial in the extreme for a public company…This is in part due to the fact that a majority o f t he Board’s members have long - standing relationships with each other and with the Company’s Chairman and CEO, Defendant Steven A. Davis, whether through local Columbus, Ohio institutions (such as Ohio State University) or through their residence in or adj ace nt to New Albany, Ohio (an exclusive master - planned community northeast of Columbus with a population of approximately 7,700 ).” “ Defendant Davis is a resident of New Albany, Ohio…Defendant Ingram is a resident of New Albany, Ohio…Defendant Krueger is a resident of New Albany, Ohio…Defendant Lucas is a resident of New Albany, Ohio…Defendant Mallesch lives in Gahanna, Ohio, which abuts New Albany, Ohio.” ( Oklahoma Firefighters Pension & Retirement System vs Bob Evans, January 22, 2014) “We’re a very stockholder friendly company.” - Steven Davis, Chairman & CEO of Bob Evans Columbus CEO Magazine, March 2014

47 Strictly Confidential. Do Not Duplicate or Distribute. Solution: A Fresh, Independent, Highly - Qualified Board to Effect Change Refresh Bob Evans

48 Strictly Confidential. Do Not Duplicate or Distribute. A Fresh, Independent, Highly - Qualified Board ■ The Company needs a fresh, truly independent, highly - qualified Board of Directors that is able to provide effective management oversight and bring new perspectives and ideas to the Company as they seek to protect and enhance value for all the Company’s shareholders ■ We have identified an outstanding group of eight Director n ominees (the “Director Nominees”) for the Board that are forward thinking, truly independent, with no affiliation to Sandell, and with the diversity of background and experience necessary to effect ch ang e and reposition Bob Evans for success Doug Benham Restaurant Operations & Finance Charles Elson Corporate Governance David Head Restaurant Brand Management Steve Lynn Restructuring Annelise Osborne Finance Aron Schwartz Strategic Planning Michael Weinstein Marketing Lee Wielansky Real Estate The Director Nominees are committed to changing the culture at Bob Evans

49 Strictly Confidential. Do Not Duplicate or Distribute. Doug Benham – Restaurant Operations & Finance x Former President and CEO of Arby’s Restaurant Group, Doug Benham led the revitalization of the $ 3 billion Arby’s chain of 3 , 500 restaurants, increasing company - operated restaurant EBITDA by over 100 % x Mr . Benham was previously Chief Financial Officer and a director of RTM Restaurant Group, the largest franchisee of any nature in the United States, where he was instrumental in leading the strategic and financial planning for the company as its store base increased from 212 to 773 restaurants x Mr . Benham has served on the board of directors of several companies, including the publicly - traded restaurant companies O’Charley’s Inc . from 2008 until its sale in 2012 and Sonic Corporation from 2009 to 2014 x Mr . Benham is a Certified Public Accountant and has a wide range of expertise that spans all areas of restaurant operations and finance

50 Strictly Confidential. Do Not Duplicate or Distribute. Charles Elson – Corporate Governance x Director of the John L . Weinberg Center for Corporate Governance at the University of Delaware, Charles Elson is one of the foremost authorities on corporate governance issues in the United States x Professor Elson is “Of Counsel” to the law firm of Holland & Knight and holds the Edgar S . Woolard , Jr . Chair in Corporate Governance at the University of Delaware x Professor Elson has written extensively on the subject of boards of directors and is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance x In addition to his extensive knowledge of and experience in matters relating to corporate governance , Professor Elson has served on the board of directors of HealthSouth since 2004 , in addition to the previous boards of AutoZone, Alderwoods Group, Nuevo Energy, Sunbeam, and Circon

51 Strictly Confidential. Do Not Duplicate or Distribute. David Head – Restaurant Brand Management x President and CEO of Primanti Brothers, Inc . , David Head has a broad skill set and deep operational experience in the restaurant industry, bringing valuable perspective through his track record of refining and repositioning restaurant brands x With over 35 years of experience in the industry, Mr . Head is widely regarded as one of the leading brand revitalization experts in the U . S . x Mr . Head was formerly President and CEO of O’Charley’s Inc . where he oversaw its successful turnaround and subsequent sale in 2012 x In addition, Mr . Head was previously CEO and President of Captain D’s Seafood Kitchen, an operator and franchisor of over 500 quick - service seafood restaurants generating nearly $ 500 million in annual revenue, as well as President and CEO of Romacorp and CEO of the former Houlihan’s Restaurant Group

52 Strictly Confidential. Do Not Duplicate or Distribute. Steve Lynn – Restructuring x Founder and Partner of Reconstruction Partners, LLC, a firm that offers strategy, restructuring, refranchising , and interim management services to chain restaurant companies, Steve Lynn has over 40 years of experience in the restaurant industry x Mr . Lynn spent 12 years as Chairman and CEO of Sonic Corporation, where he built the management team that transformed the company into the nation’s largest chain of drive - in restaurants with over $ 3 billion in system - wide sales x S ubsequent to Sonic, Mr . Lyon led Shoney’s, Inc . as the company’s Chairman and CEO, where he oversaw a chain of over 1 , 500 owned and franchised restaurants x Mr . Lynn currently sits on the board of Krispy Kreme Doughnuts Inc . and was the past Chairman of the International Franchise Association

53 Strictly Confidential. Do Not Duplicate or Distribute. Annelise Osborne – Finance x Credit Officer at Moody’s Investor Services, Annelise Osborne has over 15 years of finance experience that encompasses a wide range of transactions x Ms . Osborne has a deep knowledge of real estate and has led sizeable teams of analysts involved in assessing transactions involving floating and fixed rate credits across various asset classes x Ms . Osborne, a CMBS committee chair, has been a voting member of various REIT, CDO, and Public Finance ratings committees and led the Moody’s team responsible for developing the firm - wide methodology and quantitative framework for the valuation and analysis of loans secured by office properties x Ms . Osborne previously worked as a Deputy Director and Senior Consultant at Jones Lang LaSalle and was an Associate at W . P . Carey x Ms . Osborne graduated from The College of William and Mary with a B . A . in Economics and has an M . B . A . from Columbia Business School

54 Strictly Confidential. Do Not Duplicate or Distribute. Aron Schwartz – Strategic Planning x Founder of Constructivist Capital, LLC, Aron Schwartz has been a private equity professional for over 15 years and has been involved in the acquisition, supervision, and growth of many companies x Mr . Schwartz was a Managing Director at the private equity firm Fenway Partners from 1999 to 2011 , where he actively served on the boards of directors and was intimately involved in the financing and operations of several portfolio companies, with significant experience in many functional areas including strategic planning, corporate finance, and management selection x Mr . Schwartz was previously an Associate in the Financial Entrepreneurs Group at Salomon Smith Barney x Mr . Schwartz received a J . D . and an M . B . A . with honors from UCLA and graduated cum laude with a B . A . in International relations and a B . S . E . in Economics from The Wharton School at the University of Pennsylvania x Mr . Schwartz is a Certified Management Accountant and a member of the California State Bar

55 Strictly Confidential. Do Not Duplicate or Distribute. Michael Weinstein – Marketing x Former CEO of the Triarc Beverage Group, where he successfully orchestrated the purchase of Snapple for $ 300 million and its subsequent sale three years later for $ 1 . 5 billion, Mr . Weinstein is a highly - respected professional who has delivered tremendous value to shareholders at several companies x Previously, Mr . Weinstein was President and COO of A&W Brands subsequent to its IPO through to its sale to Cadbury Schweppes, which returned initial equity holders over 200 times their original investment in a seven year period x Mr . Weinstein brings significant sales, marketing , and product development expertise, particularly as it relates to food and beverage products, and has served on the board of Dr Pepper Snapple from 2009 to 2012 as well as the board of the HJ Heinz Company from 2006 until its sale to 3 G Capital in 2013 x Mr . Weinstein graduated with a B . A . degree with honors in Economics from Lafayette College and received an M . B . A . from Harvard Business School

56 Strictly Confidential. Do Not Duplicate or Distribute. Lee Wielansky – Real Estate x Chairman and CEO of Midland Development Group, which focuses on the development of retail properties in the mid - west and southeast and was the largest developer of Kroger supermarket - anchored shopping centers in the United States, Lee Wielansky has over 37 years of real estate experience x Mr . Wielansky was previously President and CEO of JDN Development Company, which was a wholly - owned subsidiary of JDN Realty Corporation, a publicly - traded REIT with more than $ 1 billion in assets that merged with Developers Diversified Realty Corporation x Mr . Wielansky was formerly Managing Director – Investments and on the board of Regency Centers Corporation, a leading operator and developer of shopping centers encompassing more than 30 million square feet of real estate in 300 centers across in the United States x Mr . Wielansky is Lead Trustee of the $ 1 . 5 billion publicly - traded REIT Acadia Realty as well as a director of Isle of Capri Casinos and Pulaski Financial Corp

57 Strictly Confidential. Do Not Duplicate or Distribute. Continuity and Transition Planning ■ Given the un - challenged, vise - like grip with which Chairman and CEO Steven Davis has run Bob Evans, along with the close personal relationships among current Directors, it is our strongly - held belief that only by dramatically changing the composition of the Board can meaningful improvements be implemented and effective management oversight be brought to bear ■ The mere addition of “at least one, and up to three, new independent directors” that the Company expects to name “at or prior to the Company’s 2014 Annual Meeting” will, in our view, do little to influence the rigid, stale way of thinking of the ten Directors that currently comprise the Board ● Furthermore, we reject in the strongest terms the Company’s notion of what constitutes an “independent” director given their specious claim that this conflicted Board is currently “comprised of nine independent directors” ■ In order to effectively govern, a Board needs to function as a cohesive unit and the presence of too many legacy Directors th at may continue to embrace the mentality of the past would be neither constructive in terms of Board dynamics nor conducive to effec tiv e governance ■ As there are ten current Directors, our slate of eight Director Nominees would allow for some degree of continuity, as two existing Directors would remain on the Board and we are hopeful that they will be constructive in Board deliberations as well as provide the context behind some of the Company’s current policies ■ If needed, we have identified a team from Reconstruction Partners, which would offer its services to the Board as necessary in order to ensure a smooth transition should existing management prove unable or unwilling to work with the new Directors ● Reconstruction Partners is firm that consists of three founding principals who collectively have over 120 years of restaurant experience and offers strategy, restructuring, refranchising , and interim management services to chain restaurant companies Sandell’s plan allows for continuity as well as provides for an interim management team should current management be unable or unwilling to work constructively with the new Board

58 Strictly Confidential. Do Not Duplicate or Distribute. Comprehensive Improvements: Operational, Financial, Strategic Refresh Bob Evans

59 Strictly Confidential. Do Not Duplicate or Distribute. Comprehensive Improvements: Operational, Financial, Strategic ■ In order to increase long - term shareholder value, we believe that Bob Evans should implement a comprehensive plan that contemplates improvements to the Company’s operational, financial, and strategic policies Operational Revenues Re - focus core Bob Evans brand to drive increased same store sales Expenses Address cost structure at corporate level to achieve upwards of $35 million in annual SG&A savings Financial Capital Spending Scrutinize capital spending plans and instill a culture of disciplined and prudent capital budgeting Real Estate Evaluate methods to unlock real estate value Strategic BEF Foods Analyze and implement optimal structure at BEF Foods in order to realize maximum value Outside Investment Impartially evaluate overtures from credible outside parties Beyond any single initiative, Bob Evans needs a refreshed Board to oversee positive change and create a culture around sustainable shareholder value

60 Strictly Confidential. Do Not Duplicate or Distribute. Operational – Revenue Enhancing Opportunities ■ New ideas are needed to re - focus the core Bob Evans restaurant brand in order to reverse the Company’s same store sales declines and begin to deliver increased revenue ■ We believe that Bob Evans should work to drive traffic by re - focusing its core brand on what made it great: fresh home - style cooking ■ Key Steps: x Simplify menu back to its roots and reduce the number of items to promote product excellence x Add regional favorites to take advantage of regional tastes and preferences x Move from freezer foods to fresh foods x Position price points in a tighter band x Develop marketing strategy that is product - based x Media message to focus on key ideas of “food,” “value,” “comfort,” and “family” ■ We believe the Company’s long - term strategy should contemplate the establishment of a dedicated franchise sales department and a robust refranchising program in order to generate supplemental revenue by selective franchising efforts We believe the Company should seek to re - focus the core Bob Evans restaurant brand

61 Strictly Confidential. Do Not Duplicate or Distribute. Operational – Cost Reduction Opportunities ■ We believe there are at least $35 million of excess annual SG&A costs at the corporate level ■ The Company’s inordinately high corporate office headcount (512 employees as of the last 10 - K) coupled with its history of waste ful spending sanctioned by the current Board of Directors has resulted in FY2013 SG&A expense equal to 13.25 % of revenue, which is 5.09%, or 509 basis points higher, than the 8.19% average of its family and casual dining peers that are not majority - franchised ■ Assuming the Company is able to narrow this cost differential by only 50%, or 255 basis points (2.55% of revenue), over $35 million of annual operating expenses could be eliminated: ● FY2015E Revenue (Bloomberg) $1,397 million ● SG&A Expense Reduction as a % of Revenue 2.55% ● T otal Potential Cost Savings $35.6 million ■ Note that pro forma for these reductions, SG&A as a % of revenue would be 10.7%, still far in excess of its aforementioned peers ■ There is further opportunity to eliminate wasteful spending at the Bob Evans Restaurant and BEF Foods level, as there may be roo m for improvement in the key areas of operations and purchasing/supply chain management There is a significant opportunity to eliminate at least $35 million of annual SG&A expenses and eradicate the Company's culture of wasteful spending

62 Strictly Confidential. Do Not Duplicate or Distribute. ($ in millions, except per share) Current Pro Forma SG&A as a % of Revenue 13.25% 12.00% 11.00% 10.70% 10.00% 9.00% 8.17% 8.00% FY2016E EPS 1 3.37$ 3.37$ 3.37$ 3.37$ 3.37$ 3.37$ 3.37$ FY 2016E Net Income 1 85.6$ 85.6$ 85.6$ 85.6$ 85.6$ 85.6$ 85.6$ Pro-Forma Adjustments SG&A Savings 17.5 31.5 35.6 45.4 59.4 71.0 73.4 Tax-Effect @ 31.0% (5.4) (9.7) (11.0) (14.1) (18.4) (22.0) (22.7) Pro-Forma Net Income Improvement 12.1$ 21.7$ 24.6$ 31.3$ 41.0$ 49.0$ 50.6$ Current Basic Shares Outstanding 24.7 24.7 24.7 24.7 24.7 24.7 24.7 Pro-Forma EPS Improvement 0.49$ 0.88$ 1.00$ 1.27$ 1.66$ 1.98$ 2.05$ Pro Forma EPS 3.86$ 4.25$ 4.37$ 4.64$ 5.03$ 5.36$ 5.42$ % increase 14% 26% 30% 38% 49% 59% 61% Operational – Cost Reduction Opportunities (Analysis at Various Percentages) By reducing SG&A to 10.7% – still well in excess of peer averages – Bob Evans could increase earnings per share by 30% * Family & Casual Dining Peers (not majority - franchised) 1 Source: Bloomberg (as of April 21, 2014) Peer Average*

63 Strictly Confidential. Do Not Duplicate or Distribute. Financial – Capital Spending Discipline ■ We believe that Bob Evans has expended far too much capital on low - return or no - return projects ■ The Company needs to promptly reassess its capital spending plans, particularly what we believe to be its imprudent Farm Fresh Refresh 2.0 plan, as well as the following proposed ERP implementation schedule: ■ We would recommend that a newly constituted board seek to instill a long - term oriented culture of disciplined and prudent capital budgeting and should devise a rigorous system for evaluating all future proposed capital expenditures to ensure that such spending generates an appropriate rate of return The Company must embrace a culture of disciplined capital spending Source: Bob Evans Investor Presentation (see page 71 from exhibit 99.1 of the 8 - K dated April 11, 2014)

64 Strictly Confidential. Do Not Duplicate or Distribute. Financial – Unlock Real Estate Value ■ Bob Evans fully owns a higher percentage of its underlying real estate (both the land and building of 86% of its restaurants, as well as other corporate properties) than its family and casual dining peers that are not majority - franchised and the Company must avail itself of fresh thinking and new perspectives in order to ensure that the embedded value of this real estate is reflected in the stock price ● This existing Board has demonstrated no ability or willingness to unlock the significant embedded value associated with the Company’s owned real estate ● Given the cozy relationship between Chairman and CEO Steven Davis and all the other Directors, we do not believe the Board has sufficiently challenged Mr . Davis on his justification for outright ownership of what may be upwards of $ 900 + million of real estate ■ We would encourage Bob Evans to objectively assess the potential value associated with the Company’s real estate and fairly evaluate methods that may enable shareholders to realize this value ■ As opposed to a theoretical exercise, the following represents a very recent indication of value from a highly credible inves tme nt firm interested in pursuing a real estate transaction with Bob Evans: Bob Evans has the ability to unlock tremendous value associated with its real estate ($ in millions) Real Estate (per recent communications) Value Cap Rate Owned Restaurants $819.4 7.50% Industrial Properties 31.3 8.25% Office HQ and Other 58.0 7.00% Total Real Estate $908.7 Source: I nternal estimates and third party discussions

65 Strictly Confidential. Do Not Duplicate or Distribute. Strategic – Structural Repositioning of BEF Foods ■ We find no strategic rationale for combined ownership of Bob Evans Restaurants and BEF Foods ● The business profile of a packaged foods company is very different from that of a restaurant, a fundamental principle that this current Board apparently does not understand ● We do not believe that management’s repeated claims of the “synergies” derived from ownership of BEF Foods have been sufficiently challenged by this current Board ■ We have no preconceived notion as to the best ultimate structure for BEF Foods and would encourage the retention of a qualified and impartial financial advisor to determine the best path to reposition BEF Foods ● Should such path contemplate a separation of BEF Foods through either a sale or a spin - off, such separation should be timed appropriately relative to the lifecycle of BEF Foods ■ Prior to any strategic repositioning of BEF Foods, we believe the Company should seek to accelerate growth at BEF Foods through revamped marketing efforts and the pursuit of private label opportunities We would advocate action to ensure that the ultimate structure of BEF Foods best enables shareholders to realize its underlying value

66 Strictly Confidential. Do Not Duplicate or Distribute. Strategic – Impartially Evaluate Outside Investment Proposals ■ Transactions with credible outside parties should not be reflexively dismissed ● We are aware of at least one private equity firm that was rebuffed by the Company’s financial advisors after indicating their interest in exploring a transaction with Bob Evans − We believe there have been other firms who have indicated their interest in making an investment in Bob Evans in the past and have been similarly rebuffed by management ● We do not believe that this current Board of Directors has any interest in engaging in discussions with any outside parties contemplating a transaction with the Company ■ We believe that Bob Evans should review investment proposals from credible outside parties with an open - mind Investment proposals from credible outside parties should be evaluated impartially and with a view towards maximizing shareholder value

67 Strictly Confidential. Do Not Duplicate or Distribute. Potential Upside for Shareholders Refresh Bob Evans

68 Strictly Confidential. Do Not Duplicate or Distribute. EPS Power ($ in millions, except per share) FY2015E FY2016E Current Bob Evans Stock Price $44.21 $44.21 EPS (Bloomberg) $2.66 $3.37 Current Bob Evans P/E 16.6x 13.1x Pro-Forma Accretion FY2015E FY2016E EPS (Bloomberg) $2.66 $3.37 Net Income (Bloomberg) $62.4 $85.6 Pro-Forma Adjustments: SG&A Savings 17.5 35.0 Additional Rent Expense (34.0) (34.0) Reduction in Depreciation 25.0 25.0 Total 8.5 26.0 Tax-Effect @ 31.0% (2.6) (8.0) Total Tax-Effected Adjustments 5.8 17.9 Pro-Forma Net Income $68.2 $103.5 Shares Outstanding (millions) Current Shares 24.7 24.7 Shares Repurchased from S/L Proceeds (9.1) (9.1) Pro-Forma Shares Outstanding 15.6 15.6 Pro-Forma EPS $4.37 $6.64 % Accretion 64.4% 96.7% Potential Upside – EPS Power ■ The comprehensive changes to the Company’s operational, financial, and strategic policies that we would advocate have the potential to deliver significant value to the shareholders of Bob Evans ■ The following assumes monetization of only 50% of the Company’s owned real estate and a $ 35 million reduction in SG&A, with the SG&A reduction occurring over a two year period ■ The proceeds of the monetization of 50% of the Company’s owned real estate would be utilized to repurchase shares at $50.00 per share ■ There may be further upside due to the fact that the remaining 50% of the Company’s owned real estate has the potential to be monetized at more favorable cap rates due to likely improvements in the underlying business resulting from the changes that we are advocating Source: Bloomberg (as of April 21, 2014) and internal estimates

69 Strictly Confidential. Do Not Duplicate or Distribute. Intrinsic Value ($ in millions, except per share) FY2015E FY2016E EBITDA Restaurants $134.4 $141.0 BEF Foods 49.9 61.0 Total EBITDA 184.3 202.0 SG&A Savings (70% / 30% Split) Restaurants 12.3 24.5 BEF Foods 5.3 10.5 Total SG&A Savings 17.5 35.0 Pro-Forma EBITDA Restaurants 146.6 165.5 BEF Foods 55.2 71.5 Pro-Forma EBITDA 201.8 237.0 Pro-Forma Restauarant EBITDA 146.6 165.5 Less: Additional Rent Expense (34.0) (34.0) Adjusted Restaurant EBITDA 112.6 131.4 Multiple of EBITDA (Restaurant Multiple, -0.5x for FY2016E) 8.5x 8.0x Value of Restaurants $956.7 $1,051.3 BEF Foods EBITDA 55.2 71.5 Multiple of EBITDA (Packaged Foods Multiple, -0.5x for FY2016E) 10.5x 10.0x Value of BEF Foods $579.6 $715.0 Intrinsic Value of Assets (Restaurants + BEF Foods) $1,536.3 $1,766.3 Add: Cash 5.4 5.4 Add: Mimi's Note 15.7 15.7 Less: Debt (373.7) (373.7) Intrinsic Value of Equity $1,183.8 $1,413.7 Shares Outstanding Current 24.7 24.7 Shares Repurchased (9.1) (9.1) Pro-Forma Shares Outstanding 15.6 15.6 Intrinsic Value per Share $75.88 $90.62 Potential Upside – Intrinsic Value ■ The table to the right is predicated on the same assumptions as the prior page Source: Bloomberg and internal estimates

70 Strictly Confidential. Do Not Duplicate or Distribute. Assumptions ■ The table to the right sets forth the various assumptions for the previous pages Source: I nternal estimates and third party discussions Assumptions ($ in millions, except per share) Potential Annual SG&A Savings $35.0 SG&A savings realized in FY2015 50.0% SG&A savings realized in FY2016 100.0% Real Estate (per recent communications) Value Cap Rate Owned Restaurants $819.4 7.50% Industrial Properties 31.3 8.25% Office HQ and Other 58.0 7.00% Total Real Estate $908.7 % of Real Estate in Sale-Leaseback 50.0% Proceeds from Sale-Leaseback (Used for Share Repurchase) $454.4 Price paid for Shares Repurchased $50.00 per share Total Shares Repurchased (millions) 9.1 Depreciation % Ascribed to S/L Owned Restaurants (86% of total) $51.0 63.5% Other Real Estate 22.0 80.0% Total Depreciation $73.0

71 Strictly Confidential. Do Not Duplicate or Distribute. Appendix Refresh Bob Evans

72 Strictly Confidential. Do Not Duplicate or Distribute. Comparable Restaurant and Packaged Food Companies Note: As illustrated, packaged foods companies are afforded a materially higher valuation than restaurants in the public mark et Source: Bloomberg (as of April 21, 2014) ($ in millions) EV to EV to Market Enterprise 2014E 2015E Restaurants Value Value (EV) EBITDA EBITDA Family and Casual Dining (Non-Majority Franchised, > $500MM) BJs $842 $809 10.0x 8.3x Bloomin' Brands 2,809 4,045 8.5x 7.6x Brinker 3,400 4,171 9.6x 9.0x Cheesecake factory 2,367 2,305 8.9x 8.0x Cracker Barrel 2,262 2,571 8.8x 8.4x Darden 6,358 8,961 9.4x 8.6x Red Robin 963 1,034 8.7x 7.8x Texas Roadhouse 1,737 1,699 8.9x 7.9x Average 9.1x 8.2x Packaged Food Companies B&G Foods $1,717 $2,574 12.2x 11.3x Campbell Soup Company 13,937 20,423 11.1x 10.8x ConAgra Foods 13,148 22,492 9.5x 9.3x Hillshire Brands 4,389 4,940 9.5x 9.0x Hormel 12,608 12,225 11.5x 10.5x Lancaster Colony 2,622 2,446 12.7x 12.5x Pinnacle Foods 3,512 5,899 11.6x 10.9x Average 11.2x 10.6x

73 Strictly Confidential. Do Not Duplicate or Distribute. Revenue Per Corporate Employee Average ex - BOBE Corporate/Support Office Headcount (Last Fiscal Year) 512 195 860 644 400 492 NA 315 476 Revenue (FY 2014E) ($ in millions) $1,344 $854 $4,438 $2,914 $2,001 $2,720 $8,792 $1,114 $1,556 Revenue Per Employee ($ in thousands) $2,625 $4,381 $5,161 $4,525 $5,001 $5,528 NA $3,537 $3,268 $4,486 Revenue per Corporate Employee Source: SEC filings; Bloomberg

74 Strictly Confidential. Do Not Duplicate or Distribute. Investors : MacKenzie Partners, Inc . Dan Burch or Larry Dennedy (212) 929 - 5500 Press/Media : Sloane & Company Elliot Sloane or Dan Zacchei (212) 446 - 1860 or (212) 446 - 1882