0000902664-14-003022.txt : 20140703 0000902664-14-003022.hdr.sgml : 20140703 20140703133157 ACCESSION NUMBER: 0000902664-14-003022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140703 DATE AS OF CHANGE: 20140703 GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT FUND, L.P. GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT FUND, LTD. GROUP MEMBERS: CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD. GROUP MEMBERS: CASTLERIGG INTERNATIONAL HOLDINGS LTD GROUP MEMBERS: CASTLERIGG INTERNATIONAL LTD GROUP MEMBERS: CASTLERIGG MASTER INVESTMENTS LTD. GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT FUND, LTD. GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT INTERMEDIATE FUND GROUP MEMBERS: CASTLERIGG MERGER ARBITRAGE & EQUITY EVENT MASTER FUND, LTD. GROUP MEMBERS: CASTLERIGG OFFSHORE HOLDINGS, LTD. GROUP MEMBERS: MERRILL LYNCH INVESTMENT SOLUTIONS SICAV GROUP MEMBERS: PULTENEY STREET PARTNERS, LP GROUP MEMBERS: SANDELL INVESTMENT SERVICES, LLC GROUP MEMBERS: THOMAS E. SANDELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOB EVANS FARMS INC CENTRAL INDEX KEY: 0000033769 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 314421866 STATE OF INCORPORATION: DE FISCAL YEAR END: 0426 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20092 FILM NUMBER: 14959921 BUSINESS ADDRESS: STREET 1: 8111 SMITH'S MILL ROAD CITY: NEW ALBANY STATE: OH ZIP: 43054 BUSINESS PHONE: 614-491-2225 MAIL ADDRESS: STREET 1: 8111 SMITH'S MILL ROAD CITY: NEW ALBANY STATE: OH ZIP: 43054 FORMER COMPANY: FORMER CONFORMED NAME: EVANS BOB FARMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TAM O SHANTER LTD INC DATE OF NAME CHANGE: 19750908 FORMER COMPANY: FORMER CONFORMED NAME: EVANS BOB FARMS SALES INC DATE OF NAME CHANGE: 19750423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p14-1535sc13da.htm BOB EVANS FARMS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 

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)
 

July 1, 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 33 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 2 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Master Investments Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

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

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

5.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 3 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

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

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

5.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 4 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Holdings Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

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

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

5.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 5 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Offshore Holdings, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

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

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

5.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 6 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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. 096761101SCHEDULE 13D/APage 7 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Intermediate Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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. 096761101SCHEDULE 13D/APage 8 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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. 096761101SCHEDULE 13D/APage 9 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

129,893 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)

0.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 10 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

129,893 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)

0.5%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 11 of 33 Pages

 

1

NAME OF REPORTING PERSONS

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

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

129,893 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)

0.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 12 of 33 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. 096761101SCHEDULE 13D/APage 13 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Sandell Investment Services, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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. 096761101SCHEDULE 13D/APage 14 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Pulteney Street Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

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

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

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

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

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

0.1%

14

TYPE OF REPORTING PERSON

PN

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 15 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,684,035 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,684,035 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,684,035 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

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

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

6.8%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 16 of 33 Pages

 

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,075,950 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,075,950 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,075,950 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

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

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

8.4%

14

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 17 of 33 Pages

This Amendment No. 9 ("Amendment No. 9") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 24, 2013 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 12, 2013 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on December 6, 2013 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on December 10, 2013 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on January 14, 2014 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on January 31, 2014 ("Amendment No. 5"), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on March 7, 2014 ("Amendment No. 6"), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on March 18, 2014 ("Amendment No. 7"), and Amendment No. 8 to the Original Schedule 13D, filed with the SEC on April 24, 2014 (“Amendment No. 8” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 9, 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. 9 have the meanings set forth in the Schedule 13D. This Amendment No. 9 amends Items 2, 3, 5, and 6 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 Active Investment Fund, Ltd., a British Virgin Islands company (f/k/a Castlerigg Global Equity Special Event Fund, Ltd.) ("CAI Fund"); (ix) Castlerigg Active Investment Intermediate Fund, L.P., a British Virgin Islands limited partnership (f/k/a Castlerigg Global Equity Special Event Intermediate Fund, Ltd.) ("CAI Intermediate"); (x) Castlerigg Active Investment Master Fund, Ltd., a British Virgin Islands company (f/k/a Castlerigg Global Equity Special Event Master Fund, Ltd.) ("CAI Master"); (xi) Merrill Lynch Investment Solutions SICAV, a société d'investissement à capital variable organized under the laws of the Grand-Duchy of Luxembourg ("MLIS"); (xii) 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, CAI Fund, CAI Intermediate, CAI Master, MLIS, SIS, Pulteney Partners and SAMC, the "Reporting Persons").

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 18 of 33 Pages

 

  (b)  The principal business address of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CAI Fund, CAI Intermediate and CAI Master is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands.  The principal business address of Castlerigg Offshore Holdings is c/o Maples Fund Services (Cayman) Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  The principal business address of MLIS is c/o State Street Bank Luxembourg S.A., 49 avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.  The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022.  The principal business address of 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, CAI Fund, CAI Intermediate, CAI 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, CAI Fund, CAI Intermediate and CAI Master is a company formed under the laws of the British Virgin Islands.  Each of Castlerigg Offshore Holdings and SAMC is a Cayman Islands exempted company.  MLIS is an open-ended investment company, organized as a société d'investissement à capital variable under the laws of the Grand-Duchy of Luxembourg. 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, CAI Fund, CAI Intermediate, CAI 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. 096761101SCHEDULE 13D/APage 19 of 33 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 $81,595,000 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.
   
  Funds for the purchase of the Common Stock reported herein as beneficially held by the Reporting Persons were derived from (i) available working capital of Castlerigg Master Investment, for the shares of Common Stock held directly by it, (ii) available working capital of CMAEE Master, for the shares of Common Stock held directly by it, (iii) available working capital of CAI Master, for the shares of Common Stock held directly by it, (iv) available working capital of MLIS, for the shares of Common Stock held directly by it, (v) available working capital of 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, CAI Master, MLIS and Pulteney Partners.  Such Common Stock is or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

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 380,000 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 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 5.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
 
CUSIP No. 096761101SCHEDULE 13D/APage 20 of 33 Pages

 

  (ii) Castlerigg International:
    (a) As of the date hereof, Castlerigg International may be deemed the beneficial owner of 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 5.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

 

  (iii) Castlerigg Holdings:
    (a) As of the date hereof, Castlerigg Holdings may be deemed the beneficial owner of 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 5.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

 

  (iv) Castlerigg Offshore Holdings:
    (a) As of the date hereof, Castlerigg Offshore Holdings may be deemed the beneficial owner of 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock).
      Percentage: Approximately 5.4% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,321,922 shares of Common Stock (including options to purchase 202,500 shares of Common Stock)

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 21 of 33 Pages

 

   (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. 096761101SCHEDULE 13D/APage 22 of 33 Pages

 

   (viii) CAI Fund:
    (a) As of the date hereof, CAI Fund may be deemed the beneficial owner of 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
      Percentage: Approximately 0.5% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 129,893 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: 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

 

   (ix) CAI Intermediate:
    (a) As of the date hereof, CAI Intermediate may be deemed the beneficial owner of 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
      Percentage: Approximately 0.5% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 129,893 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: 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

 

   (x) CAI Master:
    (a) As of the date hereof, CAI Master may be deemed the beneficial owner of 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock).
      Percentage: Approximately 0.5% as of the date hereof.
    (b) 1. Sole power to vote or direct vote: 0
      2. Shared power to vote or direct vote: 129,893 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: 129,893 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 23 of 33 Pages

 

   (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)

 

   (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 251,400 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 251,400 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 1,684,035 shares of Common Stock (including options to purchase 251,400 shares of Common Stock)

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 24 of 33 Pages

 

   (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 380,000 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 380,000 shares of Common Stock)
      3. Sole power to dispose or direct the disposition: 0
      4. Shared power to dispose or direct the disposition: 2,075,950 shares of Common Stock (including options to purchase 380,000 shares of Common Stock)

 

  The Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 2,075,950 shares of Common Stock (including options to purchase 380,000 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, CAI 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 251,400 shares of Common Stock) beneficially owned by Castlerigg Master Investment, CMAEE Master, CAI 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.

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 25 of 33 Pages

 

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 to Amendment No. 8 and is incorporated by reference herein.
   
  The Reporting Persons have purchased call option contracts covering 380,000 shares of Common Stock with an exercise date of September 30, 2014 and a strike price of $55.00.
   
  Other than the joint filing agreement, the options and items otherwise described in the Schedule 13D, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 26 of 33 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 3, 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  

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 27 of 33 Pages

 

  CASTLERIGG OFFSHORE HOLDINGS, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

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

 

 

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

 

 

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

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 28 of 33 Pages

 

  CASTLERIGG ACTIVE INVESTMENT FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  CASTLERIGG ACTIVE INVESTMENT INTERMEDIATE FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  CASTLERIGG ACTIVE INVESTMENT MASTER FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund  
       
  By: Sandell Investment Services, L.L.C., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 29 of 33 Pages

 

  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., as Investment Manager    
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  

 

 

  SANDELL INVESTMENT SERVICES, L.L.C.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Managing Member  

 

 

  /s/ Thomas E. Sandell  
  Thomas E. Sandell  
     
 
CUSIP No. 096761101SCHEDULE 13D/APage 30 of 33 Pages

SCHEDULE A

 

Directors and Executive Officers of Certain Reporting Persons

 

 

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

 

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

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund director 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 CAI INTERMEDIATE

 

The following sets forth the name, position, business address and citizenship of the general partner of each of CMAEE Intermediate and CAI 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. 096761101SCHEDULE 13D/APage 31 of 33 Pages

CAI FUND AND CAI MASTER

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of CAI Fund and CAI 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. 096761101SCHEDULE 13D/APage 32 of 33 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
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. 096761101SCHEDULE 13D/APage 33 of 33 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.

 

CAI Master

 

Trade Date Shares Acquired (Disposed) Price Per Share ($)
7/1/2014 35,805 50.05*
7/1/2014 6,500 50.43

 

Castlerigg Master Investment

 

Trade Date Shares Acquired (Disposed) Price Per Share ($)
7/1/2014 (35,805) 50.05*

 

*Represents an internal transfer from Castlerigg Master Investment to CAI Master