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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 1999
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993
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BOB EVANS FARMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-4421866
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street, Columbus, Ohio 43207
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(Address of Principal Executive Offices) (Zip Code)
Bob Evans Farms, Inc.
1998 Stock Option and Incentive Plan
------------------------------------
(Full title of the plan)
Daniel E. Evans
Chairman of the Board
Bob Evans Farms, Inc.
3776 South High Street
Columbus, Ohio 43207
(614) 491-2225
(Name, Address, Including Zip Code, and Telephone Number,
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Including Area Code, Of Agent for Service)
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COPIES TO:
Michael D. Martz, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6451
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities to Amount to be offering price per Proposed maximum Amount of
be registered registered unit (1) aggregate offering price (1) registration fee
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Common Stock,
$.01 par value 5,000,000 $20.4375 $102,187,500 $28,408.13
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(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) promulgated
under the Securities Act of 1933, as amended, and computed on the basis
of $20.4375 per share, which is the average of the high and low sales
prices of the common stock as reported on The Nasdaq Stock Market on
March 16, 1999.
Index Exhibit begins at Page II-13.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The rules and regulations of the SEC allow us to incorporate certain
information about us and our financial condition by reference. This means that
we can disclose important information by referring to other documents that we
have filed with the SEC. The information incorporated by reference is considered
to be a part of this Registration Statement.
We have incorporated by reference into this Registration Statement the
following documents:
Commission Filing Description or Period/As Of Date
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Annual Report on Form 10-K Fiscal Year ended April 24, 1998
Quarterly Reports on Form 10-Q Quarters ended July 24, 1998, October 23,
1998 and January 29, 1999
We also incorporate by reference into this Registration Statement:
o The description of our stock contained in our registration statement on
Form S-4 (Registration No. 33-1336) filed with the SEC on November 5,
1986.
o All periodic reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K), as well as any
proxy statements, that we may file with the SEC between the date of this
Prospectus and the termination of the Plan.
Additional information may be obtained about any of the documents
incorporated by reference in this Registration Statement, excluding any exhibits
to those documents unless the exhibit is specifically incorporated by reference
in this Registration Statement, without charge, by writing or phoning us at the
following address and phone number:
Bob Evans Farms, Inc.
3776 South High Street
Columbus, OH 43207
(614) 491-2225
Attn: Judy Harrington
Vice President of Stockholder Relations
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Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the Common Stock of the
Registrant being registered on this Registration Statement on Form S-8 will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East
Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. As of March 22, 1999,
members of Vorys, Sater, Seymour and Pease LLP and attorneys employed thereby,
together with members of their immediate families, beneficially owned an
aggregate of 270 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
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Article ELEVENTH of the Certificate of Incorporation, as amended,
of the Registrant limits the liability of directors to the extent permitted by
the General Corporation Law of Delaware. Article ELEVENTH provides:
No director or former director of this Company shall
be personally liable to this Company or its
stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this
provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of the law, (iii) under Section 174 of the Delaware
General Corporation Law, which deals with the paying
of a dividend or the approving of a stock repurchase
or redemption which is illegal under Delaware General
Corporation Law, or (iv) for any transaction from
which the director derives an improper personal
benefit.
Section 102(b)(7) of the Delaware General Corporation Law permits
the Registrant to include a provision in its Certificate of Incorporation
eliminating or limiting the personal liability of a director to the Registrant
or its stockholders for monetary damages for a breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article IX of the By-laws governs indemnification by the
Registrant and provides as follows:
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Section 1. Each director or officer of the Corporation
who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or
she is or was a director or officer of the Corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise
(hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest
extent permitted by Delaware Law against all expense, liability
and loss (including attorneys' fees, judgments, fines, taxes,
penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section 2 hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection
with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Section
shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses");
provided, however, that, if Delaware Law so requires, expenses
incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be advanced only upon
delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section
or otherwise.
Section 2. If a claim under Section 1 is not paid in full
by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim
for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover
an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall also be entitled to be paid the
expense of prosecuting or defending such suit. It shall be a
defense of the Corporation in any suit
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brought by an indemnitee to enforce a right to indemnification
hereunder (but not in a suit to enforce a right to an advancement
of expenses) that the indemnitee has not met the applicable
standard of conduct set forth in Delaware Law, and a final
adjudication that an indemnitee has not met such standard shall
entitle the Corporation to recover such expenses pursuant to the
terms of an undertaking. Neither the failure of the Corporation
(including the Board, independent legal counsel or its
stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in Delaware Law, nor an
actual determination by the Corporation (including the Board,
independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification
or to an advancement of expenses hereunder, or by the Corporation
to recover an advancement of expenses, the burden of proving that
the indemnitee is not entitled to be indemnified in any respect,
or to such advancement of expenses, under this Article IX or
otherwise shall be on the Corporation.
Section 3. The Corporation may, to the extent approved or
ratified from time to time by the Board, grant rights to
indemnification, and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent
contemplated by this Article IX with respect to the
indemnification and advancement of expenses of directors and
officers of the Corporation.
Section 4. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections
of this Article IX shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of
expenses may be entitled under the Corporation's or any other
corporation's Certificate of Incorporation or By-laws, other
charter documents, agreement, vote of stockholders or
disinterested directors or otherwise, or under Delaware Law or
any other applicable statute or regulation, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
Section 5. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article IX
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person, except in
any such case to the extent that any grant of rights to
indemnification and advancement of expenses pursuant to Section 3
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otherwise provides, and shall be binding upon any successor to
the Corporation to the fullest extent permitted by Delaware Law,
as from time to time in effect.
Section 6. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this
Article IX or Delaware Law.
Section 7. For purposes of this Article, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on
a person with respect to any employee benefit plan; and
references to a director or officer of the Corporation "serving
at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its
participants, or beneficiaries. For purposes of determining
whether a person has met the applicable standard of conduct set
forth in Delaware Law, a person who acted in good faith and in a
manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the
best interests of the Corporation."
Section 8. In the event that any provision of this
Article IX is determined by a court of competent jurisdiction to
require the Corporation to do or to fail to do an act which is in
violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to
avoid a violation of law, and, as so limited or modified, such
provision and the balance of this Article IX shall be enforceable
by an indemnitee in accordance with its terms.
Section 145 of the Delaware General Corporation Law governs
indemnification by a corporation and provides as follows:
(a) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
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the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interest of the
corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself,
create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had reasonable
cause to believe that such person`s conduct was unlawful.
(b) A corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), actually and reasonably incurred by such person
in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall determine upon allocation that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall
deem proper.
(c) To the extent that a present or former director or
officer of a corporation has been successful on the merits or
otherwise in defense or any action, suit or proceeding referred
to in subsections (a) and (b), or in defense or any claim, issue
or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
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(d) Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made, with
respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors
designated by majority vote of such directors, even though less
than a quorum, or (3) if there are not such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorneys' fees) incurred
by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out such person's status as such,
whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of this
section.
(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting
corporation, any
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constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section
with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if
its separate existence had continued.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving
at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted
in good faith and in a manner such person reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner
"not opposed to the best interests of the corporation" as
referred to in this Section. (As amended by Ch. 120, Laws of
1997.)
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
Section 2 of the Bob Evans Farms, Inc. 1998 Stock Option and
Incentive Plan (the "Plan") provides that no member of the Board of Directors of
the Registrant or of the committee which administers the Plan shall be liable
for any action or determination made in good faith, with respect to the Plan or
any award granted under the Plan.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at page II-13.
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Item 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post--effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post--effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-- effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
whether such indemnification by it is against public policy submit to a
court of appropriate jurisdiction the question as expressed in the Act
and will be governed by the final adjudication of such issue.
(Signatures begin on following page]
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on the 10th day of March,
1999.
BOB EVANS FARMS, INC.
(Registrant)
By: /s/ Daniel E. Evans
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Daniel E. Evans, Chairman of the Board
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel E. Evans and Donald J. Radkoski,
and each of them, as his/her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys--in--fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys--in--fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Daniel E. Evans Chairman of the Board, Chief March 10, 1999
- ---------------------------- Executive Officer, Secretary
Daniel E. Evans and Director (Principal
Executive Director)
/s/ Larry C. Corbin Director March 10, 1999
- ----------------------------
Larry C. Corbin
/s/ E.W. (Bill) Ingram III Director March 10, 1999
- ----------------------------
E.W. Bill Ingram III
/s/ Daniel A. Fronk Director March 10, 1999
- ----------------------------
Daniel A. Fronk
/s/ Cheryl L. Krueger Director March 10, 1999
- ----------------------------
Cheryl L. Krueger
/s/ G. Robert Lucas II Director March 10, 1999
- ----------------------------
G. Robert Lucas II
/s/ Stewart K. Owens Director March 10, 1999
- ----------------------------
Stewart K. Owens
/s/ Robert E. H. Rabold Director March 10, 1999
- ----------------------------
Robert E. H. Rabold
/s/ Michael J. Gasser Director March 10, 1999
- ----------------------------
Michael J. Gasser
/s/ Donald J. Radkoski Group Vice President - March 10, 1999
- ---------------------------- Finance Group and Treasurer
Donald J. Radkoski (Chief Financial Officer and
Chief Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit No. Description Reference No.
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4(a) Certificate of Incorporation of Incorporated herein by
Registrant (filed with the Delaware reference to Registrant's
Secretary of State on Nov. 4, 1985) Annual Report on Form 10-K
(in particular, Articles FOURTH, for its fiscal year ended
TENTH, TWELFTH AND THIRTEENTH April 24, 1987 (File No.
0-1667) [Exhibit 3(a)]
4(b) Certificate of Amendment of Incorporated herein by
Certificate of Incorporation of reference to Registrant's
Registrant dated August 26, 1987 Annual Report on Form 10-K
(filed with the Delaware Secretary for its fiscal year ended
of State on Sept. 4, 1997) April 28, 1989 (File No.
0-1667) [Exhibit 3(b)]
4(c) Certificate of Adoption of Incorporated herein by
Amendment to Certificate of reference to Registrant's
Incorporation of Registrant dated Annual Report on Form 10-K
August 9, 1993 (filed with the for its fiscal year ended
Delaware Secretary of State on Aug. April 29, 1994 (File No.
10, 1993) 0-1667) [Exhibit 3(c)]
4(d) Restated Certificate of Incorporated herein by
Incorporation of Registrant reference to Exhibit 3(d)
reflecting amendments through Aug. to the Registrant's Annual
10, 1993. Note: filed for purposes Report on Form 10-K for
of SEC reporting compliance its fiscal year ended
only--this document has not been April 29, 1994 (File No.
filed with the Secretary of State 0-1667)
4(d) By-Laws of Registrant (in Incorporated herein by
particular, Sections 5 and 8 of reference to Registrant's
Article II, Sections 1 and 14 of Annual Report on Form 10-K
Article III and Article VIII) for its fiscal year ended
April 24, 1987 (File No.
0-1667) [Exhibit 3(b)]
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Exhibit No. Description Reference No.
- ----------- ----------- -------------
4(e) Amended By-Laws of the Registrant. Incorporated herein by
Note: filed for purposes of SEC reference to Registrant's
reporting compliance only. Annual Report on Form 10-K
for its fiscal year ended
April 24, 1998 (File No.
0-1667) [Exhibit 3(f)]
4(f) Bob Evans Farms, Inc. 1998 Stock Filed as Exhibit 4(f)
Option and Incentive Plan
5 Opinion of Vorys, Sater, Seymour Filed as Exhibit 5
and Pease LLP as to legality
23(a) Consent of Ernst & Young LLP Filed as Exhibit 23(a)
23(b) Consent of Vorys, Sater, Seymour Filed as a part of Exhibit 5
and Pease LLP
24 Powers of Attorney Included in the signature
page of this Registration
Statement
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