UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2004 (July 7, 2004)
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BOB EVANS FARMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-1667 31-4421866
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
3776 South High Street, Columbus, Ohio 43207
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(Address of principal executive offices) (Zip Code)
(614) 491-2225
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On July 7, 2004, Mimi's Cafe, LLC, a newly formed Delaware limited
liability company and wholly-owned subsidiary of Bob Evans Farms, Inc. (the
"Company"), acquired all of the issued and outstanding common stock of SWH
Corporation, a California corporation ("SWH"), in a privately-negotiated
transaction (the "Acquisition"). SWH owns and operates 81 Mimi's Cafe casual
restaurants, primarily in California and other western states. The Company does
not have any present intention to devote any material amount of SWH's assets to
purposes other than the ownership and operation of Mimi's Cafe restaurants.
The purchase price for the Acquisition was approximately $103 million
in cash plus the assumption of approximately $79 million of SWH's outstanding
indebtedness. The purchase price was based on an estimated enterprise value of
SWH. The purchase price is subject to a post-closing adjustment based on an
audit of SWH's balance sheet and working capital as of the closing date. The
purchase price will be adjusted dollar-for-dollar in the event that the actual
working capital of SWH as of the closing date differs from the estimated closing
working capital. Under the terms of an Escrow Agreement, dated as of July 7,
2004, among the Company, Mimi's Cafe, LLC, the representative of the sellers and
US Bank National Association, as escrow agent (the "Escrow Agreement"), $3
million of the purchase price was placed into escrow to provide a source of
funds in the event that the closing working capital amount is less than the
estimated closing working capital amount.
The Stock Purchase Agreement, dated as of June 11, 2004, among SWH, the
equity holders of SWH, the representative of the sellers and the Company,
includes various customary representations and warranties of the parties for
transactions of this type and contains customary, limited carve-outs for
materiality, knowledge and disclosed information as well as indemnification
obligations. However, with certain exceptions, indemnification claims against
the sellers must aggregate $1.25 million before claims can be made and then the
sellers will only be liable for the excess over such amount. Additionally, the
sellers' aggregate maximum exposure to liability pursuant to their
indemnification obligations is $20 million and no individual seller's liability
shall exceed the portion of the purchase price received by such seller. Under
the terms of the Escrow Agreement, $9,100,000 of the purchase price was placed
into escrow in order to provide a source of funds for the sellers'
indemnification obligations.
In connection with the Acquisition, BEF Holding Co., Inc., a
wholly-owned subsidiary of the Company ("BEF Holding") entered into a Loan
Agreement, dated July 7, 2004, with National City Bank (the "Loan Agreement") to
provide bridge financing in an aggregate principal amount of up to $200 million.
BEF Holding borrowed approximately $183 million under the Loan Agreement to
finance the Acquisition and its obligations are guaranteed by the Company and
Mimi's Cafe, LLC. The bridge financing matures on August 13, 2004 and is
expected to be refinanced on or about July 28, 2004 through a private placement
by BEF Holding of $190 million of debt securities.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of SWH Corporation
It is impracticable for the Company to provide the audited
financial statements of SWH required by Item 7(a) at the time of this filing.
The Company will file any required financial statements as soon as practicable
under cover of Form 8-K/A but no later than September 20, 2004.
(b) Pro Forma Financial Information
It is impracticable for the Company to provide the pro forma
financial statements required by Item 7(b) at the time of this filing. The
Company will file any required financial statements as soon as practicable under
cover of Form 8-K/A but no later than September 20, 2004.
(c) Exhibits
Exhibit No. Description
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2* Stock Purchase Agreement, dated as of June 11,
2004, among SWH Corporation, the Equity Holders
of SWH Corporation and Bob Evans Farms, Inc.
4(a) Loan Agreement, dated July 7, 2004, between BEF
Holding Co., Inc. and National City Bank
4(b) Guaranty of Payment, dated as of July 7, 2004,
made by Bob Evans Farms, Inc. and Mimi's Cafe,
LLC, in favor of National City Bank
4(c) Promissory Note, dated as of July 7, 2004, in the
aggregate principal amount of $200,000,000, made
by BEF Holding Co., Inc. in favor of National
City Bank
10 Escrow Agreement, dated as of July 7, 2004, among
Saunders Karp & Megrue LLC, Bob Evans Farms,
Inc., Mimi's Cafe, LLC and U.S. Bank National
Association, as Escrow Agent
* Schedules to the Stock Purchase Agreement have not been
filed. The Company hereby agrees to furnish a copy of any
omitted Schedule to the Securities and Exchange Commission
upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BOB EVANS FARMS, INC.
Dated: July 12, 2004 By: /s/ Donald J. Radkoski
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Donald J. Radkoski
Chief Financial Officer,
Treasurer and Secretary
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated July 12, 2004
Exhibit No. Description
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2* Stock Purchase Agreement, dated as of June 11, 2004, among SWH
Corporation, the Equity Holders of SWH Corporation and Bob
Evans Farms, Inc.
4(a) Loan Agreement, dated July 7, 2004, between BEF Holding Co.,
Inc. and National City Bank.
4(b) Guaranty of Payment, dated as of July 7, 2004, made by Bob
Evans Farms, Inc. and Mimi's Cafe, LLC, in favor of National
City Bank
4(c) Promissory Note, dated as of July 7, 2004, in the aggregate
principal amount of $200,000,000, made by BEF Holding Co.,
Inc. in favor of National City Bank
10 Escrow Agreement, dated as of July 7, 2004, among Saunders
Karp & Megrue LLC, Bob Evans Farms, Inc., Mimi's Cafe, LLC and
U.S. Bank National Association, as Escrow Agent
* Schedules to the Stock Purchase Agreement have not been filed. The
Company hereby agrees to furnish a copy of any omitted Schedule to the
Securities and Exchange Commission upon its request.
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