Back to GetFilings.com
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 29, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number 0-1667
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)
Delaware 31-4421866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street, Columbus, Ohio 43207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 614-491-2225
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock with $.01 par value
(Title of class)
This Report contains 110 pages of which this is page 1. The
Exhibit Index begins at page 67.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( x )
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value has
been computed by reference to the last quoted sale price of such
stock, as of June 17, 1994.
Total shares outstanding 42,156,005
Number of shares owned beneficially and/or of record by
directors and executive officers* 2,986,261
Number of shares held by persons other than directors and
executive officers 39,169,744
Last quoted sale price $21.75
Market value of shares held by persons other than directors
and executive officers $851,941,932.00
*For purposes of this computation, all executive officers and
directors are included, although not all are necessarily
"affiliates."
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
42,156,005 shares of Common Stock with $.01 par value
were outstanding at June 17, 1994
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Stockholders for the Fiscal Year Ended
April 29, 1994 (in pertinent part, as indicated) .
. . . . . . . . . PART II.
2. Proxy Statement dated July 1, 1994 for the Annual
Meeting of Stockholders to be held on August 8, 1994
(in pertinent part, as indicated) . . . . .
. . . . . . . . . . . PART III.
PART I
Item 1. BUSINESS.
Bob Evans Farms, Inc. (the "Registrant") is a Delaware
corporation incorporated on November 4, 1985. It is the
successor by merger to Bob Evans Farms, Inc., an Ohio corporation
incorporated in 1957. BEF Holding Co. Inc. is a subsidiary of
the Registrant. Subsidiaries owned by BEF Holding Co. Inc.
include Bob Evans Farms, Inc., an Ohio corporation; Owens Country
Sausage, Inc. ("Owens"); Mrs. Giles Country Kitchens, Inc. ("Mrs.
Giles"); and Hickory Specialties, Inc. ("Hickory Specialties").
The Registrant, BEF Holding Co. Inc., Bob Evans Farms, Inc.,
Owens, Mrs. Giles and Hickory Specialties are collectively
referred to herein as the "Company."
The business of the Company is divided into two principal
industry segments: the food products segment and the restaurant
segment.
Food Products Segment Operations
Principal Products and Procurement Methods
The Company's traditional business in its food products segment
has been the production and distribution of approximately 30
varieties of fresh, smoked and fully-cooked pork sausage and ham
products under the brand names of Bob Evans Farms and Owens
Country Sausage. In recent years, the Company has begun to
expend more time and effort on both new product development and
sales of its pork sausage and ham products to institutional and
foodservice purchasers. In addition, the Company has begun to
explore the expansion of the products offered in its food
products segment through the acquisition of companies producing
food and food related products which complement the Company's
traditional sausage products. During the fiscal year ended April
24, 1992 (the "1992 fiscal year"), sales of sausage products
contributed approximately 91% of such total revenues and sales of
products by Mrs. Giles and Hickory Specialties contributed
approximately 9% of such total revenues. During the fiscal year
ended April 30, 1993 (the "1993 fiscal year"), sales of sausage
products contributed approximately 79% of total revenues and
sales of products by Mrs. Giles and Hickory Specialties
contributed approximately 21% of total revenues. During the
fiscal year ended April 29, 1994 (the "1994 fiscal year"), sales
of sausage products contributed approximately 77% of total
revenues and sales of products by Mrs. Giles and Hickory
Specialties contributed approximately 23% of total revenues.
During the last several years, the Company has expanded its
product line to include convenience items for meals and snacks
that are microwavable. These items include two varieties of
burritos and a variety of biscuit sandwiches. During 1993, the
Company developed Country Lite Sausage for customers looking for
products lower in fat, and is currently marketing the Country
Lite Sausage in all of the Bob Evans Farms market areas. During
1994, the Company developed Bob Evans Homestyle Biscuits and
Gravy, a fully-cooked, microwavable convenience product, which is
currently available in approximately 50% of the Bob Evans Farms
marketing area. This fall, the Company plans to expand
distribution of this product in all of the Bob Evans Farms
marketing area as well as test market it in the Owens Country
Sausage marketing area.
The acquisition of Mrs. Giles in September 1991, has allowed the
Company to expand the products offered in its food products
segment to include fresh prepared salads. The prepared salads
are intended as convenience items for meals, and include deluxe
macaroni salad, Italian pasta salad, homestyle potato salad,
chunky chicken salad, classic cole slaw, pimento cheese spread,
and in 1994, newly introduced smokehouse baked beans. The
refrigerated deli salads manufactured by Mrs. Giles are
distributed principally in the southern and southeastern markets
of the United States under the brand names of Mrs. Giles and Mrs.
Kinser's. In order to fully utilize the Bob Evans Farms
distribution system, the sales territories of Mrs. Giles have
been combined with those of Bob Evans Farms. In April, 1992, the
Company began the introduction of Bob Evans Harvest Salads, a
line of fresh, premium quality, prepared salads, and these salad
products are currently being marketed in most all of the Bob
Evans Farms marketing areas.
The acquisition of Hickory Specialties in March 1992, has allowed
the Company to expand into food and food related products which
complement its existing food products business. Hickory
Specialties produces premium quality charcoal, wood smoking
chips, natural smoke flavorings, gas grill ceramic briquettes and
grilling systems. Brand names of such products include Nature-
Glo, Old Hickory, Jack Daniels and ZestiSmoke. This past year
Hickory Specialties designed a new briquette to be used primarily
with smoker grills. Hickory Specialties' products are marketed
nationwide, and the Company is exploring various opportunities
abroad, especially with respect to its liquid smoke flavorings
products.
During the 1994 fiscal year, the food products segment of the
Company experienced increased sales among its institutional and
foodservice customers. Specialty items, which are made to
customer specifications, and value-added items such as sausage
and biscuits, were successful sellers. Although this segment of
the business does not command the higher pre-tax margins that
branded items do, it gives the Company the opportunity to
increase its volumes and profits. The Company is also marketing
its prepared salad products to institutional and foodservice
customers.
All of the Company's pork sausage and ham products are produced
in the Company's seven processing plants located in Xenia,
Bidwell, and Springfield, Ohio; Hillsdale, Michigan; Galva,
Illinois; and Richardson and Fort Worth, Texas. The Springfield,
Ohio plant is producing the products for sale to foodservice
distributors and also serves as a distribution point for Mrs.
Giles salad products and Owens Country Sausage products.
Live hogs are procured at terminal, local and country markets in
Ohio, Indiana, Illinois, Iowa, Kansas, Michigan, Nebraska, South
Dakota, Pennsylvania, Wisconsin, Minnesota, West Virginia,
Missouri and Oklahoma at daily prevailing market prices. The
Company does not contract in advance for the purchase of live
hogs. Live hogs procured in these markets are purchased by an
employee of the Company, who works with brokers and buyers on a
commission basis, at auction through competitive bidding. Live
hogs are then transported overnight directly from the various
markets in which they were purchased to six of the Company's
processing plants where they are slaughtered and processed into
various pork sausage products. These products, in turn, are
shipped daily from the plant facilities for distribution to the
Company's customers. The Company has experienced no difficulty
in procuring live hogs for its pork sausage products and
anticipates no future difficulty in that regard.
All of the Company's prepared salad products are produced at the
Company's plant in Lynchburg, Virginia. Food items used in the
manufacture of the Company's salad products include potatoes,
cheese, eggs, macaroni and other pastas, fresh vegetables,
chicken, tuna and salad dressings. These items are purchased by
the Company directly from various suppliers. The Company
believes that there are a number of suppliers of the items used
in its salad products and that its sources of supply of these
items are adequate for its needs.
The Hickory Specialties charcoal products are produced at the
Company's plant in Crossville, Tennessee, and the Hickory
Specialties liquid smoke flavoring products are produced at the
Company's plants in Crossville, Tennessee; Greenville, Missouri;
and Summer Shade, Kentucky. The principal raw materials used by
the Company in the manufacture of the Hickory Specialties
products are sawdust and other related wood by-products. All are
available from a wide range of suppliers. The Company has
experienced no difficulty in obtaining raw materials for its
Hickory Specialties products and anticipates no future difficulty
in that regard.
Distribution Methods
The Company principally uses the direct store delivery system
(i.e., the Company's products are not warehoused, but are
delivered to grocery stores as described below) for the retail
distribution of the sausage, biscuit, and other products bearing
the Bob Evans Farms brand name, including Bob Evans Harvest
Salads. One hundred eight driver-salesmen, employed by the
Company and driving Company-owned refrigerated trucks, deliver
the Company's products directly to more than 9,000 supermarkets
and independent retail groceries. The Company plans to study and
test in limited geographic areas, alternative distribution
methods of its products during fiscal year 1995. The marketing
territory for Bob Evans Farms brand products as well as the Bob
Evans Harvest Salads includes Ohio, Michigan, Indiana, Illinois,
Delaware and the District of Columbia, as well as portions of
Alabama, Iowa, Kentucky, West Virginia, Pennsylvania, New Jersey,
Maryland, Virginia, New York, Tennessee, Missouri and Georgia.
Products distributed under the Owens Country Sausage brand name
are distributed to retail customers in two ways:
(1) Company-owned transport trucks deliver directly to most
major supermarket chain warehouse distribution centers in
the Owens marketing area. Thereafter, the products are
shipped to individual retail outlets.
(2) Thirty-two driver-salesmen, driving Company-owned
refrigerated trucks, deliver products directly to
supermarkets and independent retail groceries.
Owens' marketing territory includes Texas, Arkansas, Oklahoma,
New Mexico, Louisiana, Arizona and portions of Mississippi and
Kansas. The Company plans to test market Owens products in
Denver, Colorado, during fiscal year 1995. Owens Country Sausage
products are available in more than 6,000 supermarkets and
independent retail groceries.
Mrs. Giles salad products are distributed to more than 3,500
supermarkets and independent groceries in three ways: (1)
through direct store delivery by Company employees to customers
within the Bob Evans Farms marketing territory; (2) through food
brokers and distributors; and (3) through direct shipment to
customers. The marketing territory for Mrs. Giles salad products
includes Alabama, Florida, Georgia, Kentucky, Louisiana,
Maryland, North Carolina, Pennsylvania, South Carolina,
Tennessee, Texas and Virginia.
Hickory Specialties charcoal products are distributed nationwide
to retail customers, and its liquid smoke flavoring products are
distributed nationally and internationally to food products
manufacturers and pet food manufacturers, through brokers and
distributors and through direct shipment to customers.
Inventory Levels
All of the Company's sausage products and salad products are
highly perishable in nature and require proper refrigeration.
Shelf life of the sausage products ranges from 18 to 45 days; of
the Bob Evans Harvest Salads from 21 to 28 days; and of the Mrs.
Giles salad products from 15 to 45 days. Due to the highly
perishable nature and short shelf life of the Company's sausage
products, the Company's processing plants normally process only
enough product to fill existing orders. Due to the highly
perishable nature and short shelf life of the Company's salad
products, the Company's Lynchburg plant normally processes only
enough product to fill existing orders. Therefore, the Company
maintains minimal inventory levels of sausage products and of
salad products, because such products are generally manufactured
only to meet existing demand and are delivered to retail outlets
within a two- or three-day period after manufacture.
Hickory Specialties products are not perishable in nature.
Although such products are manufactured throughout the year, the
greatest amount of production of charcoal briquettes occurs in
the winter months in anticipation of the peak selling season for
charcoal from April through September.
Trademarks and Service Marks
The Company maintains various trademarks and service marks that
identify various Bob Evans Farms, Owens Country Sausage, Mrs.
Giles and Hickory Specialties products. The principal trademarks
used to identify the Mrs. Giles salad products are Mrs. Giles and
Mrs. Kinser's. The principal trademarks used to identify the
Hickory Specialties charcoal products are Old Hickory, Nature-Glo
and Jack Daniels, and the principal trademark used to identify
the Hickory Specialties liquid smoke flavoring products is
ZestiSmoke. These trademarks and service marks are renewed
periodically and the Company believes that such trademarks and
service marks adequately protect the brand names of the Company.
The operations of the food products segment of the Company are
not dependent upon any patents, licenses, franchises or
concessions.
Competition and Seasonality
The sausage business is highly competitive. It is also seasonal
to the extent that more pounds of fresh sausage are typically
sold during the colder winter months from October through April.
The Company is currently promoting products for summer outdoor
grilling in an attempt to create more volume during the summer
months. The Company competes primarily on the basis of the price
and quality of its sausage products. The Company is in direct
competition with a large number and variety of producers and
wholesalers of similar products, including companies active both
locally and nationally, companies engaged in a general meat
packing business and companies in the same specialized field.
Many of such competitors have substantially greater financial
resources and higher volumes of total sales than the Company.
While the Company does not possess statistics which would enable
it to make an accurate statement of its percentage of total sales
of sausage in each of its market areas, the Company believes that
sales of its products constitute a significant portion of sales
of sausage of comparable price and quality in the majority of its
market areas.
The salad products business is highly competitive. It is also
seasonal to the extent that more salad products are typically
sold during the warmer spring and summer months from April
through September. The Company competes primarily on the basis
of the price and quality of its salad products. The Company is
in direct competition with a large number and variety of
producers and wholesalers of similar products, including
companies active both locally and nationally, companies engaged
in a general deli business and companies in the same specialized
field. Many of such competitors have substantially greater
financial resources and higher volumes of total sales than the
Company. While the Company does not possess statistics which
would enable it to make an accurate statement of its percentage
of total sales of salad products in each of its market areas, the
Company believes that sales of its products constitute a small
portion of sales of salad products of comparable price and
quality in the majority of its market areas.
The charcoal business is highly competitive. The charcoal
business is also seasonal to the extent that more charcoal
products are typically sold during the warmer spring and summer
months from April through September. The Company competes
primarily on the basis of the price and quality of its charcoal
products. The Company is in direct competition with a large
number and variety of producers and wholesalers of similar
products, including companies active both locally and nationally.
Many of such competitors have substantially greater financial
resources and higher volumes of total sales than the Company.
While the Company does not possess statistics which would enable
it to make an accurate statement of its percentage of total sales
of charcoal products in each of its market areas, the Company
believes that the sales of its products constitute a small
portion of sales of charcoal products of comparable price and
quality in the majority of its market areas.
The Company is aware of only one major competitor, Red Arrow
Products Co., Inc., in its liquid smoke flavoring business. The
Company believes that it produces approximately 70% of the liquid
smoke flavorings produced and sold in the United States and that
this competitor accounts for approximately 30% of the liquid
smoke flavorings produced and sold in the United States.
Advertising
During the 1994 fiscal year, the Company spent approximately
$9,784,000 for advertising of its sausage and salad products, and
approximately $304,000 for advertising of its charcoal and liquid
smoke flavoring products. Approximately 80% of this amount was
spent on television, radio and newspaper media. The remaining
20% was spent for various promotional programs throughout the
year in an attempt to maintain and gain market share for its
products.
Dependence on a Single Customer
The Company's food products are sold through more than 15,000
retail grocery stores and are available through such stores to
approximately 46% of the population of the continental United
States. The Company's charcoal products are sold nationwide and
its liquid smoke flavoring products are sold nationally and
internationally. The Company is not dependent upon a single
customer or group of affiliated customers.
Sales on Credit; Aged Product
The Company typically allows seven to 30 days' dating on the
sales of its products. The Company has not experienced any
material bad debt problems, nor has the return of aged product
had a material effect on the Company.
Sources and Availability of Raw Materials
The Company is dependent upon the availability of live hogs to
produce its pork sausage and ham products. However, the Company
has never experienced shortages in the number of hogs available
at prevailing market prices. The live hog market is highly
cyclical (both in terms of the number of hogs available and the
price therefor) and is dependent upon corn production, since corn
is the major food supply for hogs.
Food items used in the manufacture of the Company's salad
products include potatoes, cheese, eggs, macaroni and other
pastas, fresh vegetables, chicken, tuna fish and salad dressings.
These items are purchased by the Company directly from various
suppliers. The Company believes that there are a number of
suppliers of the items used in its salad products and that its
sources of supply of these items are adequate for its needs.
The principal raw materials used by the Company in the
manufacture of the Hickory Specialties products are sawdust and
other related wood by-products. All are available from a wide
range of suppliers. The Company has experienced no difficulty in
obtaining raw materials for the Hickory Specialties products and
anticipates no future difficulty.
Expansion of Distribution Area
No new markets were opened for the Company's sausage products
during the 1994 fiscal year. The Company plans to test market
Owens Country Sausage products in Denver, Colorado, in the 1995
fiscal year.
The Company has no current plans for further geographic expansion
of its distribution area for the Mrs. Giles salad products or the
charcoal and liquid smoke flavoring products produced by Hickory
Specialties in the 1995 fiscal year. The Company expects to
complete expansion of the distribution of Bob Evans Harvest
Salads into all of the Bob Evans Farms marketing areas in fiscal
year 1995.
Profit Margins Related to Sausage Production
The Company's profit margins for the portion of the Company's
business relating to sausage production are normally more
favorable during periods of lower live hog costs. During the
1994 fiscal year, the Company experienced slightly higher live
hog costs over the previous year, however, these costs were more
than offset by higher wholesale prices being charged for its
product which, in turn, resulted in increased pre tax margins.
The Company expects live hog costs to remain relatively stable
over the next 12 months.
Restaurant Segment Operations
General
At April 29, 1994, the Company owned and operated 308 family
restaurants in Ohio (116), Florida (29), Indiana (28), Michigan
(31), Illinois (15), Pennsylvania (21), Kentucky (9), West
Virginia (15), Missouri (10), Tennessee (5), Texas (13), Georgia
(1), Maryland (4), Virginia (9), New York (5), South Carolina
(1), Iowa (1), New Jersey (1) and Delaware (1). All of the
family restaurants are operated as Bob Evans Restaurants, with
the exception of the 13 located in Texas, which are operated as
Owens Family Restaurants, and eight Bob Evans Restaurant &
General Stores, which feature a combined restaurant and gift shop
concept. There is one Bob Evans Restaurant & General Store
located in each of the following states: Ohio, Pennsylvania,
South Carolina, Tennessee, Virginia, West Virginia, Florida and
Missouri. During the Company's 1994 fiscal year, 19 additional
Bob Evans and Owens Family Restaurants were opened. Included in
the 19 restaurants opened, eight restaurants were the smaller
version of the traditional Bob Evans Restaurants known as "small-
town" Bob Evans Restaurants, designed to efficiently serve
communities with smaller population bases. The "small-town"
restaurants serve the regular Bob Evans menu and have seating for
approximately 96 versus 200 in the newer Bob Evans Restaurants.
All of the "small-town" restaurants are located in Ohio; however,
the Company plans to expand this concept outside Ohio during
fiscal year 1995.
On May 2,1994, four Bob Evans Restaurants were closed. Three of
these restaurants, located in Tampa, Florida; Morrow, Georgia;
and Chattanooga, Tennessee, were not meeting profit expectations.
The fourth restaurant, located in Sterling Heights, Michigan, was
acquired by the state government by eminent domain in order to
make room for a new highway.
The Company has typically opened restaurants in areas where a
strong consumer awareness and acceptance for its sausage products
has been established over the years. It has deviated from this
practice only in Florida and South Carolina, where the Company
has opened 29 restaurants and one restaurant, respectively, but
does not have sausage distribution.
All of the Company's family restaurants feature a wide variety of
menu offerings designed to appeal to its customers. Breakfast
entree items are featured and served all day. The restaurants
are typically open from 6 a.m. until 10 p.m. Sunday through
Thursday, with extended closing hours on Friday and Saturday for
certain locations. Approximately 55% of total revenues from
restaurant operations are generated from 6 a.m. to 4 p.m., with
the balance generated from 4 p.m. to closing. Sales on Friday,
Saturday and Sunday account for approximately 55% of a typical
week's revenues.
During fiscal year 1994, the Company opened four additional
Cantina del Rio restaurants, one in Mayfield Heights, Ohio;
Livonia, Michigan; North Canton, Ohio; and Lisle, Indiana,
bringing the total opened to seven. These restaurants feature
authentic southwestern foods served in a Mexican atmosphere.
These restaurants are open from 11 a.m. until 10 p.m. Sunday
through Thursday, and from 11 a.m. until 12:30 a.m. on Friday and
Saturday.
Restaurants are supplied with food and inventory items (other
than sausage products, related meat items and certain salad
products) by three independent food distributors twice a week.
Sausage products, other related meat items and certain salad
products are supplied by the Company to each restaurant by the
Company's driver-salesmen, with the exception of the restaurants
located in Florida and South Carolina, which are supplied by
independent food distributors.
Seasonality
Revenues from restaurant operations as a percentage of total
revenues have been virtually the same, quarter by quarter, during
the last two fiscal years. However, certain locations, which are
near major interstate highways, experience increased revenues
during the summer tourist season. In addition, weather
conditions occasionally affect revenues to a small extent during
the winter months.
Competition
The restaurant segment is engaged in an intensely competitive
business. The Company's restaurants compete directly with both
local and national family restaurant and fast-food chains, as
well as with individual restaurant operators, for favorable sites
for expansion, as well as for customer acceptance. Sales of the
restaurant segment are not a significant factor in the overall
restaurant business in the Company's market areas.
Sources and Availability of Raw Materials
Menu mix in the restaurant segment is varied enough that raw
materials have been readily available; however, some food
products may be in short supply during certain seasons and raw
material prices often fluctuate according to availability. The
restaurant segment experienced a slight increase in food costs
during the Company's 1994 fiscal year, but does not expect food
costs to fluctuate to any significant degree during its 1995
fiscal year.
Advertising
The Company spent approximately $19,839,000 in the restaurant
segment for advertising during its 1994 fiscal year. The major
portion of these advertising dollars was spent on television
media, with lesser amounts being spent for radio and newspaper
advertising. In addition to the "Five Under $5 Program" offered
Monday through Friday, the Company features Breakfast Breaks, a
variety of morning meals priced at $2.99 or less. These items
are designed to increase weekday breakfast business. The Company
has typically not used coupons, except in certain markets where
it is attempting to gain market share.
Carryout Business
Carryout business in the Company's restaurants presently accounts
for only 2% to 3% of the total revenues generated in the
restaurant segment. The Company's restaurants do not have a
drive-through or pick-up window for carryout business.
Research and Development
The Company is continuously testing new food items in its search
for new and improved menu offerings to appeal to its customer
base and to satisfy changing eating trends. During the summer of
1994, the Company is featuring a "Five Under $5 Program" which
includes menu items of Chicken-N-Noodles, Chicken Salad Plate,
Chicken Caesar Salad, Spaghetti and an Open Faced Turkey Dinner.
Research and development expenses, to date, have not been
material.
Restaurant Expansion
The Company plans to build and open 49 new restaurants during the
1995 fiscal year, including 17 Bob Evans and Owens Family
Restaurants, twenty-two of the "small-town" Bob Evans Restaurants
and ten Cantina del Rio restaurants. Future restaurant expansion
will depend on the availability of sites, as well as restaurant
industry trends. The Company believes, however, that it can
continue with its planned expansion and is actively seeking
quality restaurant sites, not only in its present market area,
but in new market areas as well.
Trademarks, Service Marks and Licenses
The Company maintains various trademarks and service marks in
connection with its family restaurant operations. These
trademarks and service marks are renewed periodically and the
Company believes that such trademarks and service marks
adequately protect the various products and services to which
they relate. The Cantina del Rio, Mexican style restaurants,
require liquor licenses, since this casual theme dining concept
has a full service bar. The operations of the restaurant segment
of the Company are not dependent upon any patents, franchises or
concessions.
Employees
The Company had in its employment approximately 1,500 persons in
the food products segment and 22,300 persons in the restaurant
segment as of April 29, 1994.
Compliance with Environmental Protection Requirements
The Company does not anticipate that compliance with federal,
state and local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will
have a material effect upon the capital expenditures, earnings or
the competitive position of the Company.
Sales, Operating Profit and Identifiable Assets
The following table sets forth for each of the Company's last
three fiscal years the amounts of revenue from intersegment sales
of its food products and the amounts of revenue from sales to
unaffiliated customers, operating profit and identifiable assets
attributable to each of the Company's industry segments:
FISCAL YEAR ENDED
April 29, April 30, April 24,
1994 1993 1992
Sales:
Intersegment Sales of
Food Products: $ 30,902,000 $ 30,796,000 $ 25,301,000
Food Products
(excluding
intersegment sales):203,909,000 195,780,000 158,721,000
Restaurant Operations:495,129,000 457,396,000 397,583,000
Operating Profit:
Food Products: 19,580,000 17,219,000 17,234,000
Restaurant Operations: 56,910,000 51,248,000 44,139,000
Identifiable Assets:
Food Products: 89,103,000 83,687,000 79,541,000
Restaurant Operations:317,739,000 272,681,000 236,833,000
Item 2. PROPERTIES.
The materially important properties of the Company, in addition
to those described below, consist of its executive offices
located at 3776 South High Street, Columbus, Ohio, a 937-acre
farm located in Rio Grande, Ohio, and a 30-acre farm located in
Richardson, Texas. The two farm locations serve as visitor
centers, are tourist attractions and are open to the general
public.
Food Products Segment
The food products segment has seven sausage manufacturing plants:
three in Ohio; two in Texas; and one each in Michigan and
Illinois; one prepared salads manufacturing plant in Virginia;
one charcoal manufacturing plant in Tennessee; and three
manufacturing plants producing liquid smoke flavoring products
(one in Missouri, one in Tennessee (which also produces charcoal
products) and one in Kentucky). All of these properties are
owned in fee by the Company. The Company owns regional sales
offices in Westland, Michigan, and in Houston, San Antonio,
Lubbuck and Tyler, Texas. In addition, various other locations
are rented by the Company throughout its marketing territory
which serve as regional and divisional sales offices.
Restaurant Segment
Of the 315 restaurants operated by the Company, 274 are owned in
fee and 41 are leased from unaffiliated persons. All lease
agreements contain either multiple renewal options or options to
purchase. Nine of these leased properties have terms that will
expire through May 1, 1999. With respect to these nine leases,
the Company has the following options: one lease contains two
five-year renewal options; four leases contain four five-year
renewal options; two leases contain six five-year renewal
options; one lease has no renewal options remaining (the Company
intends to negotiate a new lease agreement); and one lease has
three five-year renewal options.
Item 3. LEGAL PROCEEDINGS.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Executive Officers of the Registrant
The following table sets forth the executive officers of the
Registrant and certain information with respect to each executive
officer. Unless otherwise indicated, each person has held his or
her principal occupation for more than five years. The executive
officers are appointed by and serve at the pleasure of the Board
of Directors.
Name, Age and Period of
Service as an Officer of the Principal Occupations for
Registrant; Positions and Past Five Years and Other
Offices with the Registrant Information
Daniel E. Evans, age 57; Chairman of the Board, Chief
Chairman of the Board, Chief Executive Officer and
Executive Officer, Secretary Secretary of the Registrant.
and a Director of the Mr. Evans is the first
Registrant; 38 years as an cousin of J. Tim Evans, a
officer of the Registrant. director of the Registrant.
Donald J. Radkoski, age 39, Group Vice President -
Group Vice President - Finance Group since January
Finance Group, Treasurer, and 1994, Treasurer and Chief
Chief Financial Officer; six Financial Officer since May
years as an officer of the 1993, Senior Vice President
Registrant. from May 1993 to December
1993, Vice President of
Finance and Assistant
Treasurer from 1989 to May
1993, and Assistant
Treasurer from 1988 to 1989,
of the Registrant.
Stewart K. Owens, age 39; Executive Vice President and
Executive Vice President, Chief Operating Officer
Chief Operating Officer and a since January 1994 and Group
Director of the Registrant; Vice President - Food
four years as an officer of Products Group from 1990 to
the Registrant. December 1993, of the
Registrant. President and
Chief Operating Officer of
Owens Country Sausage, Inc.,
a subsidiary of the
Registrant, since 1984.
Larry C. Corbin, age 52; Senior Group Vice President
Senior Group Vice President - - Restaurant Operations
Restaurant Operations Group Group since January 1994,
and a Director of the Group Vice President -
Registrant; 26 years as an Business Development from
officer of the Registrant. 1990 to December 1993,
Executive Vice President,
Operations and Development,
Restaurant Division, from
1988 to 1990, Senior Vice
President, Operations and
Development, Restaurant
Division, from 1987 to 1988,
and Senior Vice President,
Operations, Restaurant
Division, from 1974 to 1987,
of the Registrant.
Roger D. Williams, age 43; Senior Group Vice President
Senior Group Vice President - - Food
Food Products/Marketing/ Products/Marketing/Purchasin
Purchasing/Technical g/Technical Services since
Services; 15 years as an January 1994, Group Vice
officer of the Registrant. President - Marketing &
Purchasing/ Technical
Services from 1990 to
December 1993, Senior Vice
President, Director of
Marketing, Restaurant
Division, from 1988 to 1990,
and Vice President, Director
of Marketing, Restaurant
Division, from 1980 to 1988,
of the Registrant.
Howard J. Berrey, age 52; Group Vice President - Real
Group Vice President - Real Estate/ Construction &
Estate/Construction & Engineering Group since
Engineering Group; 15 years 1990, Senior Vice President,
as an officer of the Director of Real Estate,
Registrant. Restaurant Division, from
1988 to 1990, and Vice
President, Director of Real
Estate, Restaurant Division,
from 1978 to 1988, of the
Registrant.
James B. Radebaugh, age 46; Group Vice President -
Group Vice President - Administration & Human
Administration & Human Resources Group since
Resources Group of the January 1994, Group Vice
Registrant; four years as an President - Corporate
officer of the Registrant. Development from August 1990
to December 1993, and Vice
President from April 1990 to
August 1990, of the
Registrant. Prior thereto,
Mr. Radebaugh was Vice
President (Chief Operating
Officer) of Human Dynamics
(a company specializing in
the development of strategic
business plans, marketing
plans and tactical
management programs),
located in Garland, Texas.
Joseph B. Crace, age 39; Group Vice President-
Group Vice President - Specialty Products &
Specialty Products & Business Business Development Group
Development Group of the since January 1994, and Vice
Registrant; two years as an President from April 1992 to
officer of the Registrant. December 1993, of the
Registrant. President since
1989, and Vice President
from 1978 to 1986, of
Hickory Specialties, Inc., a
subsidiary of the
Registrant.
Mary L. Cusick, age 38; Vice Vice President - Corporate
President -Corporate Communications since 1990,
Communications since 1990; Director of Corporate
four years as an officer of Communications from 1981 to
the Registrant. 1990, and assistant director
of public relations since
1978, of the Registrant.
PART II
Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
In accordance with General Instruction G(2), the information
contained under the subcaption "Stock Price Ranges and
Dividends," at page 14 of Registrant's Annual Report to
Stockholders for the fiscal year ended April 29, 1994, is
incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA.
In accordance with General Instruction G(2), the information for
the years 1985 through 1994 contained under the subcaption
"Comparative Highlights for Ten Years," at page 14 of the
Registrant's Annual Report to Stockholders for the fiscal year
ended April 29, 1994, is incorporated herein by reference.
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
In accordance with General Instruction G(2), the information
contained under the caption "Management's Discussion and Analysis
of Selected Financial Information," at pages 28 and 29 of the
Registrant's Annual Report to Stockholders for the fiscal year
ended April 29, 1994, is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements and the auditor's report thereon
included on pages 16 through 27 of the Registrant's Annual Report
to Stockholders for the fiscal year ended April 29, 1994, are
incorporated herein by reference.
The "Quarterly Financial Data" included in Note J of the Notes to
Consolidated Financial Statements on page 26 of the Registrant's
Annual Report to Stockholders for the fiscal year ended April 29,
1994, is also incorporated herein by reference.
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
In accordance with General Instruction G(3), the information
contained under the caption "ELECTION OF DIRECTORS" in the
Registrant's definitive Proxy Statement dated July 1, 1994, filed
with the Securities and Exchange Commission pursuant to
Regulation 14A promulgated under the Securities Exchange Act of
1934, is incorporated herein by reference. The information
regarding executive officers required by Item 401 of Regulation S-
K is included in Part I hereof under an appropriate caption. The
Registrant is not required to make any disclosure pursuant to
Item 405 of Regulation S-K.
Item 11. EXECUTIVE COMPENSATION.
In accordance with General Instruction G(3), the information
contained under the captions "COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS" and "COMPENSATION COMMITTEE AND STOCK OPTION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in the
Registrant's Proxy Statement dated July 1, 1994, filed with the
Securities and Exchange Commission pursuant to Regulation 14A
promulgated under the Securities Exchange Act of 1934, is
incorporated herein by reference. Neither the report of the
Compensation Committee and the Stock Option Committee of the
Registrant's Board of Directors on executive compensation nor the
performance graph included in the Registrant's Proxy Statement
dated July 1, 1994, shall be deemed to be incorporated herein by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
In accordance with General Instruction G(3), the information
contained under the caption "VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF" in the Registrant's definitive Proxy Statement
dated July 1, 1994, filed with the Securities and Exchange
Commission pursuant to Regulation 14A promulgated under the
Securities Exchange Act of 1934, is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In accordance with General Instruction G(3), the information
contained under the caption "ELECTION OF DIRECTORS" in the
Registrant's definitive Proxy Statement dated July 1, 1994, filed
with the Securities and Exchange Commission pursuant to
Regulation 14A promulgated under the Securities Exchange Act of
1934, is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) Documents Filed as Part of this Report
1 & 2 Financial Statements and Financial Statement Schedules:
The response to this portion of Item 14 is
submitted as a separate section of this report.
3 Exhibits:
Exhibits filed with this Annual Report on Form 10-K are
attached hereto. For a list of such exhibits, see "Index to
Exhibits" at page 67. The following table provides certain
information concerning executive compensation plans and
arrangements required to be filed as exhibits to this Annual
Report on Form 10-K.
Executive Compensation Plans and Arrangements
Exhibit No. Description Location
10(a) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K by reference to
Retirement Plan Exhibit 4(d) to the
(effective May 1, 1990) Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State-
ment, filed
April 27, 1990
(Registration No.
33-34149)
10(b) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K by reference to
Retirement Plan Summary Plan Exhibit 4(e) to the
Description Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State-
ment, filed
April 27, 1990
(Registration No.
33-34149)
10(c) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K by reference to
Retirement Plan Trust Exhibit 4(f) to the
(effective May 1, 1990) Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State-
ment, filed
April 27, 1990
(Registration No.
33-34149)
10(d) Amendment No. 1 To The Page 85
Bob Evans Farms, Inc. and
Affiliates 401K Retirement
Plan
10(e) Amendment No. 2 To The Page 89
Bob Evans Farms, Inc. and
Affiliates 401K Retirement
Plan
10(f) Bob Evans Farms, Inc. Incorporated herein
1985 Incentive Stock by reference to
Option Plan Exhibit 4(c) to the
Registrant's Regis-
tration Statement
on
Form S-8, filed
September 12, 1985
(Registration No.
33-242)
10(g) Bob Evans Farms, Inc. Incorporated herein
1987 Incentive Stock by reference to
Option Plan Exhibit 4(a) to the
Registrant's Regis-
tration Statement
on
Form S-8, filed
October 19, 1987
(Registration No.
33-17978)
10(h) Agreement, dated Incorporated
February 24, 1989, herein
between Daniel E. Evans by reference to
and Bob Evans Farms, Exhibit 10(g) to
Inc.; and Schedule A to the
Exhibit 10(h) Registrant's
identifying other Annual
substantially identical Report on Form 10-
Agreements between K
Bob Evans Farms, for its fiscal
Inc. and certain of the year
executive officers of Bob ended April 28,
Evans Farms, Inc. 1989
(File No. 0-1667);
Page 92
10(i) Bob Evans Farms, Inc. Incorporated
1989 Stock Option Plan herein
for Nonemployee by reference to
Directors Exhibit 4(d) to
the
Registrant's Regis-
tration Statement
on
Form S-8, filed
August 23, 1989
(Registration No.
33-30665)
10(j) Bob Evans Farms, Inc. Incorporated
1991 Incentive Stock herein
Option Plan by reference to
Exhibit 4(d) to
the
Registrant's Regis-
tration Statement
on
Form S-8, filed
September 13, 1991
(Registration No.
33-42778)
10(k) Bob Evans Farms, Inc. Incorporated
Supplemental Executive herein
Retirement Plan by reference to
Exhibit 10(i) to
the
Registrant's
Annual
Report on Form 10-
K
for its fiscal
year
ended April 24,
1992
(File No. 0-1667)
10(l) Bob Evans Farms, Inc. Incorporated
Nonqualified Stock Option herein
Plan by reference to
Exhibit 10(j) to
the Registrant's
Annual
Report on Form 10-
K
for its fiscal
year
ended April 24,
1992
(File No. 0-1667)
10(m) Bob Evans Farms, Inc. Incorporated
Long Term Incentive Plan herein by
for Managers reference to
Exhibit 10(k) to
the Registrant's
Annual Report on
Form 10-K for its
fiscal year ended
April 30, 1993
(File No. 0-1667)
10(n) Bob Evans Farms, Inc. Page 95
1994 Long Term Incentive
Plan
(b) Reports on Form 8-K
There were no Current Reports on Form 8-K filed during the
fiscal quarter ended April 29, 1994.
(c) Exhibits
See Item 14(a) (3) above.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a
separate section of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Bob Evans Farms, Inc.
(Registrant)
July 15, 1994 By: /s/Donald J. Radkoski
Donald J. Radkoski
Group Vice President-Finance
Group
and Treasurer (Chief
Financial Officer & Chief
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Daniel E. Evans Chairman of the Board, July 15, 1994
Daniel E. Evans Chief Executive
Officer and Secretary
/s/ Larry C. Corbin Director July 15, 1994
Larry C. Corbin
/s/ J. Tim Evans Director July 15, 1994
J. Tim Evans
/s/ Daniel A. Fronk Director July 15, 1994
Daniel A. Fronk
/s/ Cheryl L. Krueger Director July 15, 1994
Cheryl L. Krueger
/s/ G. Robert Lucas II Director July 15, 1994
G. Robert Lucas II
/s/ Stewart K. Owens Director July 15, 1994
Stewart K. Owens
/s/ Robert E. H. Rabold Director July 15, 1994
Robert E. H. Rabold
/s/ Robert S. Wood Director July 15, 1994
Robert S. Wood
/s/ Donald J. Radkoski Group Vice President- July 15, 1994
Donald J. Radkoski Finance Group and Treasurer
(Chief Financial Officer
& Chief Accounting Officer)
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
FISCAL YEAR ENDED APRIL 29, 1994
BOB EVANS FARMS, INC.
COLUMBUS, OHIO
FORM 10-K -- ITEMS 14(a)(1) and (2) and 14(d)
BOB EVANS FARMS, INC.
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Bob
Evans Farms, Inc. and subsidiaries, included in the Annual Report
of the Registrant to its stockholders for the fiscal year ended
April 29, 1994, are incorporated by reference in Item 8.
Balance Sheets -- April 29, 1994 and April 30,
1993
Statements of Income -- Years ended April 29,
1994, April 30, 1993 and April 24, 1992
Statements of Stockholders' Equity -- Years ended
April 29, 1994, April 30, 1993 and April 24, 1992
Statements of Cash Flows -- Years ended April 29,
1994, April 30, 1993 and April 24, 1992
Notes to Financial Statements -- April 29, 1994
The following financial statement schedules of Bob
Evans Farms, Inc. and subsidiaries are included in Item 14(d):
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation, Depletion
and Amortization of Property, Plant and Equipment
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement
Information
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
Consolidated Financial Review
Bob Evans Farms, Inc. and Subsidiaries
Comparative Highlights for Ten Years
Income Income
Income Before Per Share Cash
Long- Before Extra- Before Dividends
Term Income Income ordinary ExtraordinaryPer Share
Year Total Assets Debt Net Sales Taxes Taxes Gain Gain
1994 $413,875,000 $ 0 $699,038,000 $76,514,000 $28,332,000 $48,182,000 $1.15 $.27
1993 363,075,000 0 653,176,000 68,540,000 25,478,000 43,062,000 1.03 .25
1992 325,538,000 1,200,000 556,304,000 62,409,000 23,080,000 39,329,000 .94 .21
1991 287,254,000 1,600,000 501,305,000 53,882,000 20,247,000 33,635,000 .81 .20
1990 260,643,000 2,000,000 454,339,000 44,046,000 16,301,000 27,745,000 .65 .19
1989 244,198,000 2,400,000 419,529,000 48,754,000 18,091,000 30,663,000 .71 .17
1988 219,448,000 2,800,000 395,061,000 48,343,000 19,014,000 29,329,000 .68 .17
1987 193,098,000 3,200,000 327,160,000 41,226,000 19,756,000 21,470,000 .52 .15
1986 149,493,000 0 262,682,000 36,608,000 16,033,000 20,575,000 .50 .12
1985 128,599,000 0 227,736,000 33,421,000 15,335,000 18,086,000 .44 .12
Stock Price Ranges and Dividends
The common stock of the company is traded on the NASDAQ
National Market System and is identified by the symbol BOBE. The
approximate number of record holders of the company's common
stock on May 27, 1994, was 27,634. The high and low closing bid
quotations for the company's common stock, as reported on NASDAQ,
and cash dividends paid thereon for each fiscal quarter (13
weeks) of the company's past two fiscal years have been as
follows:
Cash
Dividends
Fiscal Year High Low Per Share
1994
1st Quarter..........$19 ...............$16 7/8............$.068
2nd Quarter...........19 1/8.................17 7/8............ .068
3rd Quarter...........22 1/2.................18 1/2........ .068
4th Quarter...........23 1/4.................19 7/8..............068
1993
1st Quarter..........$19 3/8................$14 7/8........... $.063
2nd Quarter...........20 ................17 1/2..............063
3rd Quarter...........22 1/8..... ...........18 1/8....... .063
4th Quarter...........19 1/4.................17 1/8..............063
Comparative Highlights by Segment
Bob Evans Farms, Inc. and Subsidiaries
Restaurant Segment
Income Income
Before Per Share
Extra- Before
Income Before Income ordinary Extraordinary
Year Net Sales Income Taxes Taxes Gain Gain
1994 $495,129,000 $56,973,000 $20,975,000 $35,998,000 $.86
1993 457,396,000 51,254,000 19,057,000 32,197,000 .77
1992............ 397,583,000 44,258,000 16,426,000 27,832,000 .67
1991............ 358,248,000 40,277,000 15,205,000 25,072,000 .60
1990............ 322,266,000 34,288,000 12,579,000 21,709,000 .51
1989............. 293,531,000 31,599,000 11,451,000 20,148,000 .47
1988............ 259,226,000 30,750,000 11,957,000 18,793,000 .43
1987............ 221,315,000 28,105,000 13,476,000 14,629,000 .35
1986............ 176,334,000 22,499,000 9,612,000 12,887,000 .32
1985............ 139,935,000 19,529,000 8,909,000 10,620,000 .26
Food Products Segment
Income Income
Before Per Share
Extra- Before
Income Before Income ordinary Extraordinary
Year Net Sales Income Taxes Taxes Gain Gain
1994 $203,909,000 $19,541,000 $7,357,000 $12,184,000 $.29
1993 195,780,000 17,286,000 6,421,000 10,865,000 .26
1992.............. 158,721,000 18,151,000 6,654,000 11,497,000 .27
1991.............. 143,057,000 13,605,000 5,042,000 8,563,000 .21
1990.............. 132,073,000 9,758,000 3,722,000 6,036,000 .14
1989.............. 125,998,000 17,155,000 6,640,000 10,515,000 .24
1988.............. 135,835,000 17,593,000 7,057,000 10,536,000 .25
1987.............. 105,845,000 13,121,000 6,280,000 6,841,000 .17
1986... .......... 86,348,000 14,109,000 6,421,000 7,688,000 .18
1985.......................87,801,000 13,892,000 6,426,000 7,466,000 .18
Consolidated Balance Sheets
Bob Evans Farms, Inc. and Subsidiaries
Assets April 29, 1994 April 30, 1993
Current Assets
Cash $ 6,699,000 $ 8,241,000
Investments 1,399,000 1,947,000
Trade accounts receivable 15,445,000 12,545,000
Inventories 15,799,000 14,814,000
Deferred income taxes 4,585,000 4,249,000
Prepaid expenses 3,514,000 3,371,000
Total Current Assets 47,441,000 45,167,000
Property, Plant and Equipment, at cost
Buildings 240,394,000 212,491,000
Machinery and equipment 124,759,000 109,690,000
Other 17,556,000 15,476,000
382,709,000 337,657,000
Less accumulated depreciation 160,061,000 139,695,000
222,648,000 197,962,000
Land 116,225,000 100,168,000
Construction in progress 10,897,000 2,636,000
Net Property, Plant and Equipment 349,770,000 300,766,000
Other Assets
Deposits and other 2,002,000 2,163,000
Deferred income taxes 1,049,000 511,000
Cost in excess of net assets acquired 11,555,000 12,094,000
Other intangible assets 2,058,000 2,374,000
Total Other Assets 16,664,000 17,142,000
$413,875,000 $363,075,000
Liabilities and Stockholders' Equity
Current Liabilities
Line of credit $ 9,500,000 $ 0
Accounts payable 12,200,000 9,530,000
Dividends payable 2,839,000 2,618,000
Federal and state income taxes 6,160,000 7,597,000
Accrued wages and related liabilities 10,830,000 10,163,000
Other accrued expenses 18,023,000 17,185,000
Total Current Liabilities 59,552,000 47,093,000
Deferred Income Taxes 5,495,000 6,682,000
Stockholders' Equity
Common stock, $.01 par value
Authorized 100,000,000 shares; issued
42,638,118 shares
in 1994 and 1993 426,000 426,000
Capital in excess of par value 144,782,000 144,339,000
Retained earnings 211,294,000 174,169,000
356,502,000 318,934,000
Less treasury stock: 575,890 shares in 1994 and
736,428 shares in 1993, at cost 7,674,000 9,634,000
Total Stockholders' Equity 348,828,000 309,300,000
$413,875,000 $363,075,000
Consolidated Statements
of Income
Bob Evans Farms, Inc. and Subsidiaries
Years Ended April 29, 1994,
April 30, 1993, and April 24, 1992 1994 1993 1992
Net sales $699,038,000 $653,176,000 $556,304,000
Cost of sales 221,558,000 207,106,000 170,879,000
Operating expenses 292,893,000 273,256,000 237,839,000
Selling, general and administrative
expenses 85,015,000 83,594,000 68,697,000
Depreciation expense 23,082,000 20,753,000 17,516,000
Operating profit 76,490,000 68,467,000 61,373,000
Net interest 24,000 73,000 1,036,000
Income Before Income Taxes 76,514,000 68,540,000 62,409,000
Provisions for income taxes
Federal 23,060,000 20,862,000 19,219,000
State 5,272,000 4,616,000 3,861,000
28,332,000 25,478,000 23,080,000
Net Income $ 48,182,000 $ 43,062,000 $ 39,329,000
Net income per share $1.15 $1.03 $ .94
Consolidated Statements
of Stockholders' Equity
Bob Evans Farms, Inc. and Subsidiaries
Years Ended April 29, 1994,
April 30, 1993, and April 24, 1992
Capital Total
Common Stock in Excess Retained Treasury Stockholders'
Shares Par of Par Value Earnings Equity Equity
Value
Balances at 4/27/91 32,189,459 $322,000 $142,885,000 $110,723,000 $(12,104,000) $241,826,000
Net income 39,329,000 39,329,000
Dividends declared of
$.21 per share (9,021,000) (9,021,000)
Tax benefit from dis-
qualified
disposition of stock
options exercised 246,000 246,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses 246,000 1,521,000 1,767,000
Adjust par for stock
split 10,448,659 104,000 (104,000)
Balances at 4/24/92 42,638,118 426,000 143,027,000 141,277,000 (10,583,000) 274,147,000
Net income 43,062,000 43,062,000
Dividends declared of
$.25 per share (10,367,000) (10,367,000)
Purchase of treasury
stock (535,000) (535,000)
Tax benefit from dis-
qualified
disposition of stock
options exercised 197,000 197,000
Compensation expense
attributable to stock
options granted 1,382,000 1,382,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses (70,000) 1,484,000 1,414,000
Balances at 4/30/93 42,638,118 426,000 144,339,000 174,169,000 (9,634,000) 309,300,000
Net income 48,182,000 48,182,000
Dividends declared of
$.27 per share (11,351,000) (11,351,000)
Purchase of treasury
stock (116,000) (116,000)
Tax benefit from dis-
qualified
disposition of stock
options exercised 294,000 294,000
Compensation expense
attributable to stock
options granted 500,000 500,000
Distribution of treasury
stock due to exercise
of stock options and
payment of employee
bonuses (57,000) 2,076,000 2,019,000
Balances at 4/29/94 42,638,118 $426,000 $144,782,000 $211,294,000 $(7,674,000) $348,828,000
Consolidated Statements
of Cash Flows
Bob Evans Farms, Inc. and Subsidiaries
Years Ended April 29, 1994,
April 30, 1993, and April 24, 1992 1994 1993 1992
Operating Activities:
Net income $48,182,000 $43,062,000 $39,329,000
Adjustments to reconcile net
income to net
cash provided by operating
activities:
Depreciation and amortization 23,937,000 21,632,000 17,693,000
Deferred federal income taxes (2,061,000) (3,471,000) (1,236,000)
Loss (gain) on sale of property
and equipment (85,000) 191,000 (487,000)
Compensation expense attributable
to stock plans 822,000 1,382,000
Cash provided by (used for) current
assets and current liabilities:
Accounts receivable (2,900,000) 436,000 2,110,000
Inventories (985,000) (73,000) (3,404,000)
Prepaid expenses (143,000) (179,000) (309,000)
Accounts payable 2,670,000 (2,436,000) 3,588,000
Federal and state income taxes (1,143,000) 505,000 382,000
Accrued wages and related
liabilities 345,000 4,000 412,000
Other accrued expenses 838,000 4,330,000 161,000
Net cash provided by operating
activities 69,477,000 65,383,000 58,239,000
Investing Activities:
Investment in Greenriver Charcoal,
Inc. (3,046,000)
Investment in Mrs. Giles Country
Kitchens (2,930,000)
Investment in Hickory Specialties,
Inc. (13,479,000)
Purchase of property, plant
and equipment (72,910,000) (52,115,000) (44,971,000)
Proceeds from sale of invest-
ments 19,927,000 18,805,000 79,163,000
Purchase of investments (19,379,000) (11,588,000) (69,210,000)
Proceeds from sale of property,
plant and equipment 909,000 513,000 2,307,000
Other 161,000 (380,000) 951,000
Net cash used in investing
activities (71,292,000) (47,811,000) (48,169,000)
Financing Activities:
Cash dividends paid (11,130,000) (10,049,000) (8,753,000)
Purchase of treasury stock (116,000) (535,000)
Line of credit 9,500,000
Payments on long-term debt (1,600,000) (7,986,000)
Distribution of treasury stock
due to the exercise of stock
options and employee bonuses 2,019,000 1,414,000 1,767,000
Net cash provided by (used in)
financing activities 273,000 (10,770,000) (14,972,000)
Increase (decrease) in cash (1,542,000) 6,802,000 (4,902,000)
Cash at the beginning of the year ,241,000 1,439,000 6,341,000
Cash at the end of the year $ 6,699,000 $ 8,241,000 $ 1,439,000
Note A -- Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial
statements include the accounts of the company and its wholly
owned subsidiaries. Intercompany accounts and transactions have
been eliminated.
Fiscal Year: The company's fiscal year ends on the last
Friday in April. References herein to 1994, 1993 and 1992 refer
to fiscal years ended April 29, 1994, April 30, 1993, and April
24, 1992, respectively. Fiscal 1993 was composed of 53 weeks as
compared to 1994 and 1992, which were both 52-week periods.
Investments: The company records investments at cost, which
approximates market.
Inventories: The company values inventories at the lower of
first-in, first-out cost or market. Inventory is composed of raw
materials and supplies ($10,530,000 in 1994, $9,843,000 in 1993)
and finished goods ($5,269,000 in 1994, $4,971,000 in 1993).
Property, Plant and Equipment: The company calculates
depreciation on the declining-balance and straight-line methods
at rates adequate to amortize costs over the estimated useful
lives of buildings (15 to 25 years), machinery and equipment (3
to 10 years) and other (5 to 25 years).
Cost in Excess of Net Assets Acquired: The cost in excess of
net assets acquired is being amortized over 25 years using the
straight-line method. Accumulated amortization at April 29,
1994, and April 30, 1993, was $1,920,000 and $1,381,000,
respectively.
Pre-opening Expenses: Expenditures related to the opening of
new restaurants, other than those for capital assets, are charged
to expense when incurred.
Net Income Per Share: The company calculates net income per
share based upon the weighted average number of common shares
outstanding during the year. Weighted average number of common
shares outstanding for 1994, 1993 and 1992, were 42,006,000,
41,872,000 and 41,750,000 respectively. Outstanding stock
options do not have a material dilutive effect.
Reclassifications: Certain 1993 and 1992 amounts have been
reclassified to conform with the 1994 classification.
Note B -- Acquisitions
On June 19, 1992, the company purchased all of the outstanding
capital stock of Greenriver Charcoal, Inc. (Greenriver) for
$3,046,000 and on the same date merged the company into Hickory
Specialties, Inc. (Hickory), a wholly owned subsidiary of Bob
Evans Farms, Inc. Greenriver, based near Summer Shade, Ky.,
produces natural smoke flavorings.
On March 30, 1992, the company acquired all of the outstanding
capital stock of Hickory for $13,479,000. Hickory, based in
Brentwood, Tenn., produces and distributes high-quality charcoal,
wood smoking chips, related grilling equipment and natural smoke
flavorings.
On Sept. 13, 1991, the company acquired the net assets of Mrs.
Giles Country Kitchens (Mrs. Giles), an affiliate of Campbell
Soup Company, for $2,930,000. Mrs. Giles, based in Lynchburg,
Va., produces and distributes refrigerated deli-style salads
throughout the southeastern United States under the brand names
of Mrs. Giles and Mrs. Kinser's.
The company accounted for all acquisitions as purchases and
the results of each acquired company's operations are included in
the accompanying financial statements from the respective dates
of acquisition. For each acquisition, the company allocated the
purchase price to the net assets acquired based upon an
assessment of the fair value of such assets and liabilities at
the date of acquisition.
The allocations are summarized as follows:
1993 1992
Greenriver Mrs. Giles Hickory Total
Current assets $ 88,000 $2,955,000 $ 5,481,000 $ 8,436,000
Current liabilities (541,000) (1,387,000) (1,928,000)
Net working capital 88,000 2,414,000 4,094,000 6,508,000
Property, plant and equip-
ment 1,492,000 513,000 7,539,000 8,052,000
Cost in excess of net
assets acquired 1,637,000 7,805,000 7,805,000
Other intangible assets 2,695,000 2,695,000
Other non-current assets 3,000 38,000 41,000
Long-term debt (7,585,000) (7,585,000)
Deferred income taxes (171,000) (1,107,000) (1,107,000)
$3,046,000 $2,930,000 $13,479,000 $16,409,000
Unaudited pro forma results of operations, assuming both Mrs.
Giles and Hickory acquisitions had occurred at the beginning of
fiscal 1992, are presented below. The pro forma amounts include
adjustments to amortize cost in excess of net assets acquired and
other minor adjustments that the company believes are reasonable.
Year Ended
April 24, 1992
Sales $581,517,000
Net income 40,259,000
Net income per common share $.96
Pro forma information may not be indicative of the results
that would have occurred had the acquisitions been made at April
27, 1991, and is not intended to be a projection of future
results.
Pro forma results are not presented related to the Greenriver
acquisition since all of its sales income was obtained through
intercompany transactions with Hickory which would have been
eliminated in consolidation. Additionally, any incremental net
income would have been immaterial.
Note C -- Credit Arrangements
The company has arrangements with certain banks from which it
may borrow up to $53,000,000. The arrangements are reviewed
annually for renewal. At April 29, 1994, $9,500,000 was
outstanding under these arrangements. During 1994 and 1993,
respectively, the maximum amounts outstanding under these
arrangements were $9,500,000 and $3,000,000 and the average
amounts outstanding were $1,506,000 and $305,000 with weighted
average interest rates of 5.2% and 6.0%.
Total interest expense of $78,000, $85,000 and $216,000
incurred in 1994, 1993 and 1992, respectively, was capitalized in
connection with the company's restaurant construction activities.
Note D -- Income Taxes
During fiscal 1993, the company changed its method of
accounting for income taxes from the deferred method to the
liability method as required by Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes. The
cumulative effect of adopting SFAS No. 109 as of fiscal 1993 was
not material to the financial statements.
Deferred federal income taxes reflect the net tax effect of
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes. Significant components of the company's
deferred tax liability and assets as of April 29, 1994, and
April 30, 1993, are as follows:
April 29, 1994 April 30, 1993
Deferred tax liability:
Accelerated depreciation $5,495,000 $6,682,000
Deferred tax assets:
Self-insurance 2,844,000 2,188,000
Other taxes 1,144,000 1,381,000
Vacation pay 680,000 564,000
Stock compensation plan 815,000 511,000
Inventory 151,000 116,000
Total deferred tax assets 5,634,000 4,760,000
Net deferred tax (asset) liability $ (139,000) $1,922,000
Significant components of the provisions for income taxes are
as follows:
Liability Deferred
Method Method
1994 1993 1992
Current:
Fedral $25,438,000 $ 24,386,000 $20,455,000
State 5,462,000 4,320,000 4,090,000
Total Current 30,900,000 28,706,000 24,545,000
Deferred:
Federal (2,378,000) (3,524,000) (1,236,000)
State (190,000) 296,000 (229,000)
Total Deferred (2,568,000) (3,228,000) (1,465,000)
$28,332,000 $ 25,478,000 $23,080,000
The components of the provision for deferred income taxes for
the year ended April 24, 1992, are as follows:
1992
Depreciation and amortization $ 881,000
Employee benefits expense 164,000
Miscellaneous items 191,000
$ 1,236,000
The company's provisions for income taxes differ from the
amounts computed by applying the federal statutory rate due to
the following:
1994 1993 1992
Expected tax $26,780,000 $23,304,000 $21,219,000
State income tax (net) 3,427,000 3,047,000 2,548,000
Targeted job credit (net)
Other (1,875,000) (873,000) (687,000)
Provision for income taxes $28,332,000 $25,478,000 $23,080,000
Taxes paid during 1994, 1993 and 1992 were $31,643,000, $28,595,000 and
$23,922,000, respectively.
Note E -- Leases
Rental expense approximated $2,019,000 in 1994, $2,146,000 in
1993, and $1,562,000 in 1992. The company has no significant
agreements involving contingent rentals or sub-leases.
Most of the operating leases contain one of the following
options: (a) the company can, after the initial lease term,
purchase the property at the then fair value of the property, or
(b) the company can, at the end of the initial lease term, renew
its lease at the then fair rental value for the periods of five
to 10 years. In most cases, management expects that, in the
normal course of business, leases will be renewed or replaced by
other leases.
The future minimum rental payments required under operating
leases that have remaining non-cancelable lease terms in excess
of one year are as follows: $1,563,000 in 1995, $1,446,000 in
1996, $1,246,000 in 1997, $1,088,000 in 1998, $1,033,000 in 1999
and $8,812,000 through 2028.
Note F -- Stockholders' Equity
The company has employee stock option plans adopted June 20,
1985 (1985 Plan), May 14, 1987 (1987 Plan), and June 1, 1991 (1991
Plan); a non-employee directors stock option plan adopted June 16,
1989 (1989 Plan); and a nonqualified stock option plan adopted
April 17, 1992 (1992 Plan), in conjunction with a supplemental
executive retirement plan. The 1992 Plan provides that the option
price shall be not less than 50% of the fair market value of the
stock at the date of grant. All other plans provide that the
option price shall be the fair market value of the stock at the
grant date. Options may be granted for a period of up to 10 years
under the 1985, 1987 and 1991 Plans, and until all available
shares reserved have been issued or until the board determines
that the plan shall terminate under the 1989 and 1992 Plans.
Except for the 1992 Plan, options granted under the plans become
exercisable at the rate of 20% per year beginning at the date of
grant. As of April 29, 1994, options for 1,413,768 shares were
outstanding, and options for 587,609 shares were exercisable at
prices ranging from $8.63 to $20.19 per share.
During 1994, 1993 and 1992, options of 151,726, 101,528 and
118,605 shares, respectively, were exercised at prices ranging
from $8.69 to $19.00 per share. At April 29, 1994, 1,872,571
shares were reserved for issuance under the plans.
The company's Supplemental Executive Retirement Plan (SERP)
provides retirement benefits to certain key management employees
of the company and its subsidiaries. The purpose of the 1992
nonqualified stock option plan discussed earlier is to fund and
settle benefit obligations of the company that arise under the
SERP. To the extent that benefits under the SERP are satisfied by
grants of stock options under the nonqualified plan, the plans
will operate as an incentive plan that produces both risk and
reward to participants based on future growth in the market value
of the company's common stock. Since the company intends to fund
and settle its obligations under the SERP on a current basis by
granting stock options under the nonqualified plan, the company
anticipates that no long-term unfunded pension obligations will
arise under the SERP. Compensation expense attributable to stock
options granted in 1994 and 1993 was $500,000 and $1,382,000,
respectively.
On April 30, 1993, the company adopted a Long-Term Incentive
Plan (LTIP) for managers. The LTIP provides for the award of up
to an aggregate of 500,000 shares of the company's common stock to
mid-level managers as incentive compensation. Shares awarded are
restricted until certain vesting requirements are met, at which
time all restricted shares are converted to unrestricted shares.
The value of such shares is established by market price on the
date of the grant. LTIP participants are entitled to cash
dividends and to vote their respective shares. Restrictions
generally limit the sale, pledge or transfer of the shares during
a restricted period, not to exceed 12 years. In 1994, no awards
were granted as part of the LTIP, however compensation expense of
$322,000 was accrued to provide for awards granted in May 1994.
Note G -- Profit Sharing Plan
Effective May 1, 1990, the company's non-contributory profit
sharing plan was amended to permit participants to make
contributions to the plan. The plan covers substantially all
employees with at least one year of service.
The annual contribution to the plan is at the discretion of the
company's board of directors. The company's expenses related to
contributions to the plan in 1994, 1993 and 1992 were $3,104,000,
$2,484,000, and $2,311,000, respectively.
Note H -- Commitments and Contingencies
At April 29, 1994, the company had contractual commitments
approximating $17,075,000 for restaurant construction, plant
equipment additions and the purchases of land and inventory.
The company is from time to time involved in a number of claims
and litigation considered normal in the course of business.
Various lawsuits and assessments, among them employment
discrimination, product liability, workers' compensation claims
and tax assessments, are in litigation or pending litigation.
While it is not feasible to predict the outcome of these actions,
in the opinion of the company, these actions should not
ultimately have a material adverse effect on the financial
position or results of operations of the company.
Note I -- Industry Segments
The company's operations include restaurant operations and the
processing and sale of food products. The revenue from these
segments includes both sales to unaffiliated customers and
intersegment sales, which are accounted for on a basis consistent
with sales to unaffiliated customers. Intersegment sales and
other intersegment transactions have been eliminated in the
financial statements.
Operating profit represents earnings before interest and
income taxes. Identifiable assets by segment are those assets
that are used in the company's operations in each segment.
General corporate assets consist of temporary investments and
deferred income taxes.
Information on the company's industry segments is summarized
as follows:
Fiscal Year 1994 1993 1992
Sales
Restaurant operations $495,129,000 $457,396,000 $397,583,000
Food products 234,811,000 226,576,000 184,022,000
729,940,000 683,972,000 581,605,000
Intersegment sales of food
products (30,902,000) (30,796,000) (25,301,000)
Total $699,038,000 $653,176,000 $556,304,000
Operating Profit
Restaurant operations $ 56,910,000 $ 51,248,000 $ 44,139,000
Food products 19,580,000 17,219,000 17,234,000
Total $ 76,490,000 $ 68,467,000 $ 61,373,000
Depreciation and Amortization
Expense
Restaurant operations $ 16,216,000 $ 14,398,000 $ 12,920,000
Food products 7,721,000 7,234,000 4,773,000
Total $ 23,937,000 $ 21,632,000 $ 17,693,000
Capital Expenditures
Restaurant operations $ 62,576,000 $ 43,227,000 $ 36,725,000
Food products 10,334,000 8,888,000 8,246,000
Total $ 72,910,000 $ 52,115,000 $ 44,971,000
Identifiable Assets
Restaurant operations $ 317,739,000 $272,681,000 $236,833,000
Food products 89,103,000 83,687,000 79,541,000
406,842,000 356,368,000 316,374,000
General corporate assets 7,033,000 6,707,000 9,164,000
Total $ 413,875,000 $363,075,000 $325,538,000
Note J -- Quarterly Financial Data (Unaudited)
Net
Gross Net Income
Sales Profit Income Per Share
Fiscal Year 1994
First Quarter $178,431,000 $121,246,000 $11,815,000 $.28
Second Quarter 177,038,000 121,386,000 12,409,000 .30
Third Quarter 166,625,000 115,253,000 12,204,000 .29
Fourth Quarter 176,944,000 119,595,000 11,754,000 .28
Fiscal Year 1993
First Quarter $159,410,000 $109,977,000 $10,411,000 $.25
Second Quarter 163,694,000 112,856,000 11,006,000 .26
Third Quarter 169,543,000 115,366,000 11,443,000 .27
Fourth Quarter 160,529,000 107,871,000 10,202,000 .25
Fiscal Year 1992
First Quarter $131,199,000 $ 90,250,000 $ 8,785,000 $.21
Second Quarter 142,195,000 97,870,000 10,241,000 .25
Third Quarter 141,440,000 98,682,000 10,386,000 .25
Fourth Quarter 141,470,000 98,623,000 9,917,000 .23
Note: gross profit represents net sales less cost of sales
(materials)
Auditor's Report
Bob Evans Farms, Inc. and Subsidiaries
Report of Ernst & Young, Independent Auditors
Board of Directors
Bob Evans Farms, Inc.
Columbus, Ohio
We have audited the accompanying consolidated balance sheets of
Bob Evans Farms, Inc. and subsidiaries as of April 29, 1994, and
April 30, 1993, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three
years in the period ended April 29, 1994. These financial
statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Bob Evans Farms, Inc. and subsidiaries at
April 29, 1994, and April 30, 1993, and the consolidated results
of their operations and their cash flows for each of the three
years in the period ended April 29, 1994, in conformity with
generally accepted accounting principles.
Columbus, Ohio
May 27, 1994
Management's Discussion and Analysis
of Selected Financial Information
Bob Evans Farms, Inc. and Subsidiaries
Sales
Total sales for Bob Evans Farms, Inc. and subsidiaries
increased seven percent in 1994 over 1993. This compares
with a 17% increase in 1993. Fiscal year 1994 was composed
of 52 weeks, whereas there were 53 weeks in fiscal year
1993.
The majority of the increase in sales occurred in the
restaurant segment, which experienced sales growth of $37.7
million, or eight percent, in comparison to 1993, in which a
$59.8 million increase resulted in 15% growth over 1992.
These increases were due mainly to more restaurants in
operation and menu price increases of three percent in both
years. During 1994, 23 new restaurants were opened: 11
traditional Bob Evans and Owens Family Restaurants, eight
"small-town" Bob Evans Restaurants and four Cantina del
Rios. Two of the Cantina del Rio openings were in Livonia,
Mich., and Lisle, Ill., the first locations outside of Ohio
for the company casual theme concept.
Food products segment sales increased $8.1 million, or four
percent, as compared to 1993, which saw a 23% increase over
1992 sales. The increase was attributable to higher
wholesale prices of sausage products over a year ago and
improved sales of Hickory Specialties' charcoal and liquid
smoke flavorings. The prior year increase was due to full-
year sales comparisons in 1993 of Mrs. Giles and Hickory
Specialties versus a partial year in 1992, and increased
institutional and foodservice sales of private label and
specialty sausage products.
Cost of Sales
As a percentage of sales, the consolidated cost of sales
was unchanged in 1994 at 31.7%. The restaurant segment cost
of sales percentage also remained constant, at 27.5% in both
1994 and 1993. In the food products segment, cost of sales
increased slightly from 41.5% to 41.9% of sales in 1994 as
compared to 1993 due mostly to higher live hog costs as well
as the higher cost of fresh salad ingredients.
Operating Expenses
Consolidated operating expenses were virtually unchanged in
1994 at 41.9% of sales as compared to 41.8% in the prior
year. Restaurant segment operating expenses represented
approximately 56% of its sales in both 1994 and 1993, and
food products segment operating expenses were approximately
16% of its sales for both years.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were between
12% and 13% for each of the years presented. In the
restaurant segment, selling, general and administrative
expenses represented 5.6% and 5.3% of 1994 and 1993 sales,
respectively. Selling, general and administrative expenses
in the food products segment decreased from 26.3% of sales
in 1993 to 25.4% in 1994. Most of this reduction was due to
an overall decrease in advertising expenditures in the food
products segment.
Taxes
The effective federal and state income tax rates applicable
to the company in 1994, 1993 and 1992 were 37.0%, 37.2% and
37.0%, respectively. As of a result of legislation enacted
this past year, changes in the corporate income tax rate and
tax credits are expected to increase the company's effective
tax rate to a range of 38.5% to 39% in fiscal year 1995.
Net Income
Net income increased 12% in 1994 compared to 1993. Of this
increase, 74% was attributable to the restaurant segment
having more restaurants in operation in 1994 as compared to
1993. The remainder of the increase in the food products
segment was due to improved margins in sales of sausage,
charcoal and liquid-smoke flavorings as well as decreased
selling, general and administrative expenses.
Net income increased nine percent in 1993 compared to 1992.
Restaurant segment net income increased 16% in 1993 compared
to 1992 and accounted for all the company's overall
increase. This increase was mainly related to more
restaurants in operation in 1993 compared to 1992. Food
products segment net income decreased five percent in 1993
compared to 1992. This decrease was related to decreased
margins on sausage products sold because of higher live hog
costs during the third and fourth quarters as well as
narrower margins on both salad and foodservice products.
This decrease was partially offset by the full-year
inclusion of Mrs. Giles' and Hickory Specialties' operating
results in 1993.
Liquidity and Capital Resources
Cash generated from both the restaurant and food products
segments was used as the main source of funds for working
capital and capital expenditure requirements. Cash and
short-term investments totaled $8.1 million at April 29,
1994, and $10.2 million at April 30, 1993.
Bank lines of credit were used for liquidity needs and
capital expansions during fiscal year 1994. At April 29,
1994, $9.5 million was outstanding under such arrangements.
The bank lines of credit available were increased to $53
million during 1994 from $18 million in 1993 to meet
liquidity and capital resource requirements anticipated
because of increased restaurant expansion projected during
fiscal year 1995. The company believes that the funds
needed for capital expenditures and working capital during
1995 will be generated internally and available bank lines
of credit. Longer-term financing alternatives will be
evaluated by the company, especially in the event of an
acquisitions.
At April 29, 1994, the company had contractual commitments
from restaurant construction, plant equipment additions and
land purchases of approximately $17 million. Anticipated
capital expenditures for 1995 will be approximately $90
million and depreciation and amortization expenses will be
approximately $26 million. The company plans to build 49
additional restaurants in fiscal year 1995, as well as
upgrade various property, plant and equipment in both
segments.
Dividends paid represented 23% of net income in both 1994
and 1993.
SCHEDULE V-PROPERTY, PLANT AND EQUIPMENT
BOB EVANS FARMS, INC.
COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Other Balance at
CLASSIFICATION Beginning Additions at Retirements Changes-Add End
of Period Cost (Deduct)- of Period
Describe
(1) (2) (3)
Year ended April 29, 1994:
Buildings $212,491,000 $25,662,000 $ 395,000 $2,636,000 $240,394,000
Machinery and equipment 109,690,000 17,559,000 2,490,000 124,759,000
Other 15,476,000 2,298,000 218,000 17,556,000
Total depreciable property 337,657,000 45,519,000 3,103,000 2,636,000 382,709,000
Construction in progress 2,636,000 10,897,000 (2,636,000) 10,897,000
Land 100,168,000 16,495,000 438,000 116,225,000
$440,461,000 $72,911,000 $3,541,000 $ -0- $509,831,000
Year ended April 30, 1993:
Buildings $188,031,000 $22,822,000 $ 138,000 $1,776,000 $212,491,000
Machinery and equipmenT 96,595,000 16,100,000 3,005,000 109,690,000
Other 14,229,000 1,402,000 155,000 15,476,000
Total depreciable property 298,855,000 40,324,000 3,298,000 1,776,000 337,657,000
Construction in progress 1,776,000 2,636,000 (1,776,000) 2,636,000
Land 89,586,000 10,647,000 65,000 100,168,000
$390,217,000 $53,607,000 $3,363,000 $ -0- $440,461,000
Year ended April 24, 1992:
Buildings $167,879,000 $17,952,000 $ 946,000 $3,146,000 $188,031,000
Machinery and equipment 80,673,000 18,940,000 3,018,000 96,595,000
Other 13,284,000 1,146,000 201,000 14,229,000
Total depreciable property 261,836,000 38,038,000 4,165,000 3,146,000 298,855,000
Construction in progress 3,146,000 1,776,000 (3,146,000) 1,776,000
Land 77,031,000 13,209,000 654,000 89,586,000
$342,013,000 $53,023,000 $4,819,000 $ -0- $390,217,000
(1) Major additions to property, plant and equipment are for
additional restaurant operations and for $1,492,000 and
$8,052,000 related to acquisitions in fiscal 1993 and 1992,
respectively (see Note B to Consolidated Financial
Statements).
(2) Major retirements of property, plant and equipment are from
replacement of equipment and sales of excess parcels of land
acquired initially as restaurant sites.
(3) Reclassifications.
SCHEDULE VI-ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
BOB EVANS FARMS, INC.
COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Other Balance at
DESCRIPTION Beginning Charged to Retirements Changes-Add End
of Period Costs and (Deduct)- of Period
Expenses Describe
(1)
Year ended April 29, 1994:
Buildings $ 63,776,000 $ 9,978,000 $ 298,000 $ 73,456,000
Machinery and equipment 65,636,000 11,827,000 2,196,000 75,267,000
Other 10,283,000 1,276,000 221,000 11,338,000
$ 139,695,000 $23,081,000 $2,715,000 $160,061,000
Year ended April 30, 1993:
Buildings $ 54,532,000 $ 9,249,000 $ 5,000 $ 63,776,000
Machinery and equipment 57,956,000 10,270,000 2,590,000 65,636,000
Other 9,113,000 1,234,000 64,000 10,283,000
$ 121,601,000 $20,753,0000 $2,659,000 $139,695,000
Year ended April 24, 1992:
Buildings $ 47,071,000 $ 7,915,000 $ 454,000 $ 54,532,000
Machinery and equipment 51,963,000 8,376,000 2,383,000 57,956,000
Other 8,050,000 1,225,000 162,000 9,113,000
$ 107,084,000 $17,516,000 $2,999,000 $121,601,000
(1) The annual provisions for depreciation have been computed principally in
accordance with the following ranges of useful life:
Buildings 4 to 40 years
Machinery and equipment 2 to 10 years
Other 2 to 10 years
SCHEDULE IX-SHORT-TERM BORROWINGS
BOB EVANS FARMS, INC.
COL. A COL. B COL. C COL. D COL. E COL. F
Category of Aggregate Balance at Weighted Maximum Average Weighted
Short-Term Borrowings End Average Amount Amount Average
of Period Interest Outstanding Outstanding Interest
Rate During the During the Rate During
Period Period the Period
Year ended April 29, 1994:
Amounts payable
to banks for borrowings $9,500,000 5.2% $9,500,000 $1,506,000 5.2%
Year ended April 30, 1993:
Amounts payable
to banks for borrowings $ 0 6.0% $3,000,000 $305,000 6.0%
Year ended April 24, 1992:
Amounts payable
to banks for borrowings $ 0 6.1% $10,000,000 $460,000 6.1%
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
BOB EVANS FARMS, INC.
COL. A COL. B
ITEM Charged to Costs and Expenses
Year Ended
April 29 April 30 April 24
1994 1993 1992
Maintenance and repairs $11,890,000 $10,489,000 $ 9,205,000
Advertising costs 29,927,000 30,972,000 29,487,000
Taxes, other than payroll
and income taxes 7,372,000 6,546,000 5,723,000
Note:Amounts for depreciation and amortization of intangible
assets and royalties are not presented as such amounts are
less than 1% of total sales and revenues.
BOB EVANS FARMS, INC.
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED APRIL 29, 1994
INDEX TO EXHIBITS
Exhibit
Number Description Location
3(a) Certificate of Incorporation Incorporated herein
of the Registrant by reference to
Exhibit 3(a) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)
3(b) Certificate of Amendment of Incorporated herein
Certificate of Incorporation by reference to
of the Registrant dated Exhibit 3(b) to the
August 26, 1987 Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 28, 1989
(File No. 0-1667)
3(c) Certificate of Adoption of Page 71
Amendment to Certificate of
Incorporation of the
Registrant dated August 9,
1993
3(d) Restated Certificate of Page 74
Incorporation of Registrant
(NOTE: This document has not
been filed with the Delaware
Secretary of State)
3(e) By-Laws of the Registrant Incorporated herein
by reference to
Exhibit 3(c) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)
10(a) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K Retirement by reference to
Plan (effective May 1, 1990) Exhibit 4(d) to the
Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State
ment, filed
April 27, 1990
(Registration No. 33-
34149)
10(b) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K Retirement by reference to
Plan Summary Plan Description Exhibit 4(e) to the
Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State
ment, filed
April 27, 1990
(Registration No. 33-
34149)
10(c) Bob Evans Farms, Inc. and Incorporated herein
Affiliates 401K Retirement by reference to
Plan Trust (effective May 1, Exhibit 4(f) to the
1990) Registrant's Pre-
Effective Amendment
No. 1 to Form S-8
Registration State
ment, filed
April 27, 1990
(Registration No. 33-
34149)
10(d) Amendment No. 1 To The Bob Page 85
Evans Farms, Inc. and
Affiliates 401K Retirement
Plan
10(e) Amendment No. 2 To The Bob Page 89
Evans Farms, Inc. and
Affiliates 401K Retirement
Plan
10(f) Bob Evans Farms, Inc. 1985 Incorporated herein
Incentive Stock Option Plan by reference to
Exhibit 4(c) to the
Registrant's Regis
tration Statement on
Form S-8, filed
September 12, 1985
(Registration No.
33-242)
10(g) Bob Evans Farms, Inc. 1987 Incorporated herein
Incentive Stock Option Plan by reference to
Exhibit 4(a) to the
Registrant's Regis
tration Statement on
Form S-8, filed
October 19, 1987
(Registration No. 33-
17978)
10(h) Agreement, dated February 24, Incorporated herein
1989, between Daniel E. Evans by reference to
and Bob Evans Farms, Inc.; and Exhibit 10(g) to the
Schedule A to Exhibit 10(h) Registrant's Annual
identifying other substan Report on Form 10-K
tially identical Agreements for its fiscal year
between Bob Evans Farms, Inc. ended April 28, 1989
and certain of the executive (File No. 0-1667);
officers of Bob Evans Farms, Page 92
Inc.
10(i) Bob Evans Farms, Inc. 1989 Incorporated herein
Stock Option Plan for Non- by reference to
employee Directors Exhibit 4(d) to the
Registrant's Regis
tration Statement on
Form S-8, filed
August 23, 1989
(Registration No. 33-
30665)
10(j) Bob Evans Farms, Inc. 1991 Incorporated herein
Incentive Stock Option Plan by reference to
Exhibit 4(d) to the
Registrant's Regis
tration Statement on
Form S-8, filed
September 13, 1991
(Registration
No. 33-42778)
10(k) Bob Evans Farms, Inc. Incorporated herein
Supplemental Executive by reference to
Retirement Plan Exhibit 10(i) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1992
(File No. 0-1667)
10(l) Bob Evans Farms, Inc. Incorporated herein
Nonqualified Stock Option Plan by reference to
Exhibit 10(j) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1992
(File No. 0-1667)
10(m) Bob Evans Farms, Inc. Long Incorporated herein
Term Incentive Plan for by reference to
Managers Exhibit 10(k) to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 30, 1993
(File No. 0-1667)
10(n) Bob Evans Farms, Inc. 1994 Page 95
Long Term Incentive Plan
11 Computation of Earnings Per Page 108
Share
13 Registrant's Annual Report to Page 27
Stockholders for the fiscal
year ended April 29, 1994 (Not
deemed filed except for
portions thereof which are
specifically incorporated by
reference into this Annual
Report on Form 10-K)
21 Subsidiaries of the Registrant Incorporated herein
by reference to
Exhibit 21 to the
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 30, 1993
(File No. 0-1667)
23 Consent of Ernst & Young, Page 109
certified public accountants
Exhibit 3(c)
CERTIFICATE OF ADOPTION OF
AMENDMENT TO CERTIFICATE OF
INCORPORATION OF THE REGISTRANT
DATED AUGUST 9, 1993
CERTIFICATE OF ADOPTION OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
BOB EVANS FARMS, INC.
Daniel E. Evans and Judy D. Harrington hereby certify
that they are the duly elected, qualified and acting Chairman of
the Board and Assistant Secretary, respectively, of Bob Evans
Farms, Inc., a Delaware corporation (the "Company"), and further
certify as follows:
(1) That at a meeting of the Board of
Directors of the Company duly called and held
on April 30, 1993, resolutions proposing and
declaring it advisable that Article FOURTH of
the Certificate of Incorporation, as amended,
of the Company be amended in order to
increase the authorized number of shares of
the Company to 100,000,000 shares, all of
which will be shares of Common Stock, $.01
par value, and recommending to the
stockholders of the Company the approval of
the proposed amendment, were duly adopted;
and
(2) That at such meeting, the Board of
Directors also adopted a resolution directing
that the proposed amendment to Article FOURTH
be submitted to the stockholders of the
Company for their consideration and adoption
at the 1993 Annual Meeting of the
Stockholders of the Company; and
(3) That the following resolution was
duly adopted at the 1993 Annual Meeting of
the Stockholders of the Company duly called
and held, pursuant to notice duly given, on
August 9, 1993, by the holders of at least a
majority of the issued and outstanding shares
of the Company entitled to vote thereon, and
in accordance with the provisions of
Section 242 of the Delaware General
Corporation Law:
RESOLVED, that Article FOURTH of
the Certificate of Incorporation, as amended,
of Bob Evans Farms, Inc. be amended in its
entirety by deleting the same and
substituting therefor the following:
FOURTH: The total number of
shares of stock which the Corporation
shall have the authority to issue is One
Hundred Million (100,000,000), all of
which shares shall be Common Stock of
One Cent ($.01) par value.
Dated: August 9, 1993 Daniel E. Evans, Chairman of the
Board
ATTEST:
Judy D. Harrington, Assistant
Secretary
Exhibit 3(d)
RESTATED CERTIFICATE OF INCORPORATION
OF REGISTRANT
RESTATED CERTIFICATE OF INCORPORATION
OF
BOB EVANS FARMS, INC.
_________________________________________
(Note: This document has not been filed
with the Delaware Secretary of State)
FIRST: The name of the Corporation is Bob Evans Farms, Inc.
SECOND: The address of its registered office in the State of
Delaware is No. 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be
conducted or promoted is:
To engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred Million
(100,000,000), all of which shares shall be Common Stock of One
Cent ($.01) par value.
The number of authorized shares may be increased or decreased by
the affirmative vote of the holders of a majority of the stock of
the Corporation entitled to vote.
FIFTH: The name and mailing address of the sole
incorporator [in 1985] is as follows:
NAME MAILING ADDRESS
G. Robert Lucas II 41 South High Street
Columbus, Ohio 43215
The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation. The names and address of the
persons who shall serve as directors of the Corporation until the
first annual meeting of stockholders [in 1986], or until their
successors are elected and qualified, shall be as follows:
Daniel E. Evans, Robert L. Evans, Robert S. Wood, C. H. McKenzie,
J. Tim Evans, Lawrence E. Carroll, Larry C. Corbin, Keith P.
Bradbury and Daniel A. Fronk, all of 3776 South High Street,
Columbus, Ohio 43207.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized:
To make, alter or repeal the By-Laws of the Corporation.
EIGHTH: Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State
of Delaware, as the By-Laws may provide. The books of the
Corporation may be kept (subject to any provision contained in
the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.
TENTH: The provisions of this Article Tenth shall be
applicable with respect to all Business Combinations.
(A) Except as otherwise expressly provided in
paragraph (B) of this Article Tenth, each Business Combination
shall require an affirmative Special Shareholder Vote. Such
affirmative vote shall be in addition to any other affirmative
vote required by law or this Certificate of Incorporation or the
By-Laws of the Corporation, and shall be required notwithstanding
the fact that no vote may be required, or that a lesser
percentage or class vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.
(B) The provisions of paragraph (A) of this
Article Tenth shall not be applicable to any particular Business
Combination and such Business Combination shall require only such
affirmative vote, if any, as is required by law and any other
provision of this Certificate of Incorporation or the By-Laws of
the Corporation, or any agreement with any national securities
exchange or otherwise, if all of the conditions specified in
either of the following paragraphs (B)(1) or (B)(2) shall have
been satisfied with respect to any such Business Combination.
(1) (a) The terms of such Business
Combination shall provide for Fair Consideration to Shareholders;
and
(b) A Proxy Statement describing
the proposed Business Combination shall be mailed to all holders
of Voting Stock at least 30 days prior to the consummation of
such Business Combination, regardless of whether or not such
Proxy Statement is required to be furnished to shareholders of
the Corporation pursuant to the Exchange Act. The Proxy
Statement shall set out, in a prominent place, any expression as
to the advisability or inadvisability of such Business
Combination that the Unrelated Directors, or any of them, may
choose to make and, if deemed advisable by a majority of the
Unrelated Directors, the opinion of an investment banking firm
selected by a majority of the Unrelated Directors, at a meeting
at which an Unrelated Director Quorum is present, as to the
fairness or lack of fairness of the terms of such Business
Combination, from the financial point of view of the holders of
the outstanding shares of capital stock of the Corporation other
than the Acquirer and its Affiliates or Associates. Such
investment banking firm shall be paid a reasonable fee for its
services by the Corporation.
(2) A majority of the Unrelated
Directors shall have approved such Business Combination and shall
have determined, at a meeting at which an Unrelated Director
Quorum is present, that the terms of the Business Combination are
fair from the financial point of view of the holders of the
outstanding shares of capital stock of the Corporation other than
as to the Acquirer and its Affiliates and Associates. Such
approval and determination may be made prior to or subsequent to
the time that the Acquirer becomes an Acquirer.
(C) For the purposes of this Article Tenth,
the following terms shall have the definitions specified in this
paragraph (C).
(1) The term "Acquirer" shall mean any
person (other than the Corporation or any Subsidiary and other
than any profit sharing, employee stock ownership or other
employee benefit plan of the Corporation or any Subsidiary or any
trustee of or fiduciary with respect to any such plan when acting
in such capacity) who:
(a) Is the beneficial owner
directly or indirectly, of twenty percent (20%) or more of the
Voting Stock;
(b) Is an Affiliate or Associate
of the Corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial
owner of twenty percent (20%) or more of the Voting Stock; or
(c) Is at such time an assignee
of or has otherwise succeeded to the beneficial ownership of the
shares of Voting Stock that were at any time within the two-year
period immediately prior to such time beneficially owned by any
Acquirer, if such assignment or succession shall have occurred in
the course of a transaction or series of transactions not
involving a public offering within the meaning of the Securities
Act of 1933 (except for any transactions governed by Rule 144 of
the Securities Act of 1933).
For the purposes of determining
whether a person is an Acquirer pursuant to this paragraph
(C)(1), the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed to be beneficially owned
through application of paragraph (C)(4) but shall not include any
other shares of Voting Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
(2) The terms "Affiliate" or
"Associate" shall have the respective meanings ascribed to such
terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934 ("Exchange Act"), as in
effect at the date of the adoption of this Article Tenth (the
term "registrant" in said Rule 12b-2 meaning the Corporation or
the Acquirer, as the case may be).
(3) The term "Announcement Date" shall
have the meaning specified in paragraph (C)(10)(a)(i) of this
Article Tenth.
(4) A person shall be a "beneficial
owner" and shall be deemed to have "beneficial ownership" of any
Voting Stock:
(a) Which such person or any of
its Affiliates or Associates beneficially owns, directly or
indirectly, within the meaning of Rule 13d-3 of the General Rules
and Regulations under the Exchange Act;
(b) Which such person or any of
its Affiliates or Associates has, directly or indirectly, (i) the
right to acquire (whether such right is exercisable immediately
or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or
(ii) the right to vote pursuant to any agreement, arrangement or
understanding; or
(c) Which are beneficially owned,
directly or indirectly, by any other person with which such
person or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
(5) The term "Business Combination"
shall mean any one or more of the following transactions:
(a) Any merger or consolidation
of the Corporation or any Subsidiary with (i) any Acquirer or
(ii) any other corporation (whether or not itself an Acquirer)
which is or after such merger or consolidation would be an
Affiliate or Associate of an Acquirer; or
(b) Any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) with any Acquirer, or
any Affiliate or Associate of any Acquirer, involving any assets
or securities of the Corporation, any subsidiary of any Acquirer,
or any Affiliate or Associate of any Acquirer, having an
aggregate Fair Market Value of $10,000,000 or more; or
(c) The adoption of any plan or
proposal for the liquidation or dissolution of the Corporation
proposed at any time after any person becomes and continues to be
an Acquirer; or
(d) Any reclassification of
securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or
any other transaction (whether or not with or otherwise involving
an Acquirer) that has the effect, directly or indirectly, of
increasing the proportionate share of any class of equity or
convertible securities of the Corporation or any Subsidiary which
is directly or indirectly beneficially owned by any Acquirer or
any Affiliate or Associate of any Acquirer; or
(e) Any agreement, contract or
other arrangement providing for any one or more of the actions
specified in clauses (a) to (d) of this paragraph (C)(5).
(6) The term "Common Stock" shall mean
those authorized and issued shares of capital stock of the
Corporation referred to as common shares or Common Stock in
Article Fourth of this Certificate of Incorporation.
(7) The term "Unrelated Director" means
any member of the Board of Directors, while such person is a
member of the Board of Directors of the Corporation (the
"Board"), who is neither an Affiliate nor an Associate of the
Acquirer (except solely by reason of such Director being a member
of the Board) and was a member of the Board prior to the time
that the Acquirer became an Acquirer, and any successor of an
Unrelated Director, while such successor is a member of the
Board, who is neither an Affiliate nor an Associate of the
Acquirer (except solely by reason of such Director being a member
of the Board), and is recommended or elected to succeed an
Unrelated Director by a majority of the then Unrelated Directors,
provided that such recommendation or election shall only be
effective for the purposes of this paragraph (C)(7) if made at a
meeting at which an Unrelated Director Quorum is present.
(8) The term "Unrelated Director
Quorum" means at least sixty percent (60%) of the number of
Unrelated Directors capable of exercising the powers conferred
upon them under this Certificate of Incorporation or the By-Laws
of the Corporation or by law, but, in any case, not less than
three Unrelated Directors.
(9) The term "Exchange Act" shall have
the meaning specified in paragraph (C)(2) of this Article Tenth.
(10) The term "Fair Consideration to
Shareholders" shall, with respect to any particular Business
Combination, mean that the terms of such Business Combination
satisfy all of the following conditions of this paragraph
(C)(10).
(a) The aggregate amount of cash
and the Fair Market Value of consideration other than cash to be
received per share by holders of Common Stock as of the date of
the consummation of the Business Combination in such Business
Combination shall be at least equal to the highest amount
determined under the following clauses (i), (ii) and (iii) of
this paragraph (C)(10)(a):
(i) (if applicable) the
highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers' fees and as adjusted for
any stock dividends, stock splits or equivalent reclassifications
to that effect) paid by or on behalf of the Acquirer for any
share of Common Stock in connection with the acquisition by the
Acquirer of beneficial ownership of such share (x) within the two-
year period immediately prior to the first public announcement of
the proposal of the Business Combination (the "Announcement
Date") or (y) in the transaction in which it became an Acquirer,
whichever is higher;
(ii) the Fair Market Value
per share of the Common Stock on the Announcement Date or on the
date on which the Acquirer became an Acquirer (as adjusted for
any stock dividend, stock split or equivalent reclassification to
that effect), whichever is higher; and
(iii) (if applicable) the
price per share equal to the Fair Market Value per share of the
Common Stock determined pursuant to clause (ii) of this paragraph
(C)(10)(a) multiplied by the ratio of (x) the highest per share
price (including any brokerage commissions, transfer taxes and
soliciting dealers' fees) as determined pursuant to clause (i) of
this paragraph (C)(10)(a), to (y) the Fair Market Value per share
of the Common Stock on the first day of the two-year period
immediately prior to the Announcement Date on which the Acquirer
acquired beneficial ownership of any share of Common Stock.
(b) The consideration to be
received by holders of outstanding Common Stock shall be in cash
or in the same form as previously has been paid by or on behalf
of the Acquirer in connection with its direct or indirect
acquisition of beneficial ownership of shares of Common Stock.
If the consideration so paid for shares of Common Stock varied as
to form, the form of consideration for shares of Common Stock
shall be either cash or the form used to acquire beneficial
ownership of the highest number of shares of Common Stock
previously acquired by the Acquirer.
(11) The term "Fair Market Value" means
(a) in the case of stock, the highest closing sale price during
the 30-day period immediately preceding the date in question of a
share of such stock on the principal United States securities
exchange registered under the Exchange Act on which such stock is
listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such
quotations are available the Fair Market Value on the date in
question of a share of such stock as determined by a majority of
the Unrelated Directors; and (b) in the case of property other
than cash or stock, the Fair Market Value of such property on the
date in question as determined by a majority of the Unrelated
Directors; provided that any such determination by the Unrelated
Directors shall only be effective if made at a meeting at which
an Unrelated Director Quorum is present.
In the event of any Business
Combination in which the Corporation survives, the phrase
"consideration other than cash to be received" as used in
conjunction with the term Fair Market Value in paragraph (C)(11)
of this Article Tenth shall include the shares of Common Stock or
the shares of any other class of Voting Stock retained by the
holders of such shares.
(12) The term "person" shall mean any
individual, firm, corporation or other entity and shall include
any group comprised of any person and any other person with whom
such person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly,
for the purpose of acquiring, holding, voting or disposing of
beneficial ownership of Voting Stock of the Corporation.
(13) The term "Proxy Statement" means a
proxy or information statement complying with the requirements of
the Exchange Act and the rules and regulations thereunder, or any
subsequent provisions replacing such Act, rules or regulations.
(14) The term "Special Shareholder Vote"
shall mean (a) the affirmative vote of eighty percent (80%) of
the votes entitled to be cast by all holders of Voting Stock,
voting together as a class, and (b) the affirmative vote of sixty-
seven percent (67%) of the votes entitled to be cast by all
holders of Voting Stock other than the Acquirer and its
Affiliates or Associates, voting together as a single class;
provided, that, in the event that it is judicially determined
that the requirement for the affirmative vote provided for in
clause (b) of this paragraph (C)(14) is, for any reason, invalid
under applicable law, then the term "Special Shareholder Vote"
shall mean only the requirement for the affirmative vote provided
for in clause (a) of this paragraph (C)(14). However, no Special
Shareholder Vote will be effective for the purposes of this
Article Tenth unless a Proxy Statement describing the Business
Combination shall have been mailed to all holders of Voting Stock
at least 30 days prior to the date fixed for the Special
Shareholder Vote (regardless of whether or not such Proxy
Statement is required to be furnished to the shareholders of the
Corporation pursuant to the Exchange Act).
(15) The term "Subsidiary" or
"Subsidiaries" shall mean any corporation or corporations of
which a majority of any class of equity security is owned,
directly or indirectly, by the Corporation; provided, however,
that for the purposes of the definition of Acquirer set forth in
paragraph (C)(1), the term "Subsidiary" or "Subsidiaries" shall
mean only a corporation of which a majority of each class of
equity security is owned directly or indirectly, by the
Corporation.
(16) The term "Voting Stock" shall mean
all of the shares of capital stock of the Corporation authorized
to be issued from time to time under this Certificate of
Incorporation and outstanding as of any particular time, which
are generally entitled to vote with respect to the election of
directors.
(D) A majority of the Unrelated Directors
acting at a meeting at which an Unrelated Director Quorum is
present shall have the power and duty to determine for the
purposes of this Article Tenth on the basis of information known
to them after reasonable inquiry, (1) whether a person is an
Acquirer, (2) the number of shares of Voting Stock beneficially
owned by any person, (3) whether a person is an Affiliate or
Associate of another, and (4) whether the assets that are the
subject of any Business Combination have, or the consideration to
be received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $10,000,000 or more. Any such
determination made in good faith shall be binding and conclusive
on all parties.
(E) Nothing contained in this Article Tenth
shall be construed to relieve any Acquirer from any fiduciary
obligation imposed by law.
(F) The fact that any Business Combination
complies with the provisions of paragraph B of this Article Tenth
shall not be construed to impose any fiduciary duty, obligation
or responsibility on the Board, or any member thereof, to approve
such Business Combination or recommend its adoption or approval
to the shareholders of the Corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board, or
any member thereof, with respect to evaluation of or actions and
responses taken with respect to such Business Combination.
ELEVENTH: 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.
TWELFTH: Notwithstanding any other provisions of the
Certificate of Incorporation or the By-Laws of the Corporation
(and notwithstanding the fact that some lesser percentage may be
specified by law, the Certificate of Incorporation or the By-Laws
of the Corporation), any Director or the entire Board of
Directors of the Corporation may be removed from office at any
time, with or without cause, but only by the affirmative vote of
the holders of at least eighty percent (80%) of all of the
outstanding shares of capital stock of the Corporation entitled
to vote on the election of directors at a meeting of stockholders
called for that purpose, except that if the Board of Directors,
by an affirmative vote of at least two-thirds (66 2/3%) of the
entire Board of Directors, recommends removal of a Director to
the stockholders, such removal may be effected by the affirmative
vote of the holders of at least a majority of the outstanding
shares of capital stock of the corporation entitled to vote on
the election of directors at a meeting of stockholders for that
purpose.
THIRTEENTH: Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws of the Corporation
(and notwithstanding the fact that a lesser percentage or
separate class vote may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), the affirmative
vote of the holders of eighty percent (80%) or more of the votes
entitled to be cast by all holders of Voting Stock, voting
together as a single class, shall be required to amend or repeal,
or adopt any provisions inconsistent with, Articles Tenth,
Eleventh or Twelfth, provided, that this Article shall not apply
to, and such eighty percent (80%) vote shall not be required for,
(A) as to Article Tenth, any amendment, repeal or adoption
unanimously recommended by the Board of Directors of the
Corporation if all of such directors are persons who would be
eligible to serve as Unrelated Directors within the meaning of
paragraph (C)(7) of Article Tenth, and (B) as to Articles
Eleventh and Twelfth, any amendment, repeal or adoption
unanimously recommended by the Board of Directors of the
Corporation.
Exhibit 10(d)
Amendment No. 1 To The Bob Evans
Farms, Inc. and Affiliates 401K Retirement Plan
AMENDMENT NO. 1
TO THE
BOB EVANS FARMS, INC. AND AFFILIATES
401K RETIREMENT PLAN
WHEREAS, Bob Evans Farms, Inc. ("Employer") has adopted
a 401(k) Retirement Plan ("Plan"); and
WHEREAS, The Plan provides that the Employer may amend
the Plan from time to time; and
WHEREAS, the Employer desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 1.38 shall be amended by deleting the
definition of "Valuation Date" thereof and substituting the
following therefor:
"'Valuation Date' means each March 31,
June 30, September 30 and December 31, or
more frequently if determined to be necessary
by the Committee."
2. Section 7.01 shall be amended by deleting the
entire Section and substituting the following therefor:
"7.0-1. Retirement Benefits
(a) Normal Retirement. The retirement
benefit payable under the Plan in the case of a
Participant whose employment with the Employer is
terminated on or after his Normal Retirement Age
shall be 100% of his Accounts on the next
Valuation Date following his termination of
employment.
(b) Early Retirement. Any Participant who
attains age 55 and has completed seven Years of
Service with the Employer or an Affiliate is
eligible for early retirement under the Plan. The
retirement benefit payable under the Plan in the
case of a Participant who is eligible for early
retirement shall be 100% of his Accounts on the
next Valuation Date following his early
retirement.
3. Section 7.02 shall be amended by deleting the
entire Section and substituting the following therefor:
"7.02. Death Benefits
The death benefit payable to a Beneficiary
under the Plan in the case of a Participant whose
employment with the Employer is terminated due to his
death shall be 100% of his Accounts on the next
Valuation Date following the Participant's death."
4. Section 7.3 shall be amended by deleting the
entire Section and substituting the following therefor:
"7.03. Disability Benefits
The disability benefit payable under the Plan
in the case of a Participant who becomes totally and
permanently disabled shall be 100% of his Accounts on
the next Valuation Date following the date of his total
and permanent disability. A Participant shall be
deemed totally and permanently disabled on the date
that it is established by a licensed physician selected
by the Committee that he is not able to engage in any
substantial gainful activity because of a medically
determinable physical or mental impairment expected to
result in death or to be of long, continued and
indefinite duration. The determination of whether a
Participant is totally and permanently disabled shall
be made by the Committee in accordance with uniform
principles which are consistently applied to all
Participants."
5. Section 7.04 shall be amended by deleting the
first paragraph thereof and substituting the following therefor:
"(a) The benefit payable under the Plan in
the case of a Participant whose employment with the
Employer is terminated for any reason other than
retirement, death or disability shall be 100% of his
Employee Deferral Account, 100% of his Base
Contributions Account and the percentage of his
Employer Matching Contributions Account and Employer
Profit Sharing Contributions Account to which he is
entitled pursuant to the vesting schedule contained in
paragraph (b) of this Section 7.04 based upon such
Participant's Years of Service with the Employer or an
Affiliate at the time of his termination of employment.
The Participant shall be entitled to the
percentages of his Accounts, as described in the
preceding sentence, as of the next Valuation Date
following his termination of employment."
IN WITNESS WHEREOF, the undersigned has executed the
amendment effective as of January 1, 1991.
BOB EVANS FARMS, INC.
By: David P. McHolland
Title: Vice President and
Assistant Treasurer
Date: August 7, 1991
Exhibit 10(e)
Amendment No. 2 To The Bob Evans Farms, Inc.
and Affiliates 401K Retirement Plan
AMENDMENT NO. 2
TO THE
BOB EVANS FARMS, INC. AND AFFILIATES
401K RETIREMENT PLAN
WHEREAS, Bob Evans Farms, Inc. and Affiliates
("Company") has adopted a 401(k) Retirement Plan ("Plan"); and
WHEREAS, the Plan provides that the Company may amend
the Plan from time to time; and
WHEREAS, the Company desires to amend the Plan in
certain respects;
NOW, THEREFORE, the Plan is amended as follows:
Article I shall be amended by deleting Section 1.08
which defines the term "compensation" and substituting the
following therefor:
"'Compensation' means the total amount
reflected on a Participant's Form W-2 for the
Plan Year, representing wages, overtime, and
bonuses received, but excluding any non-cash
remuneration. 'Compensation' shall also
include tips received by Participants
employed by the Restaurant Division and
reported to the Employer pursuant to the
applicable provisions of the Code.
Notwithstanding the preceding provisions of
this section, Compensation shall be the
amount determined prior to any salary
deferrals described in Section 3.01 and prior
to any contributions to any cafeteria plan
maintained by the Employer pursuant to
section 125 of the Code; provided that, in
any Plan Year, Compensation in excess of
amounts as may be determined from time to
time by the Secretary of the Treasury
pursuant to authority granted under Code
Section 401(a)(17) shall not be considered."
IN WITNESS WHEREOF, the undersigned has executed the
amendment effective as of January 1, 1993, unless otherwise noted
herein.
BOB EVANS FARMS, INC. AND AFFILIATES
By: /s/ David P. McHolland
Name (Print): David P. McHolland
Title: Vice President and
Assistant Treasurer
Date: November 15, 1993
Schedule A
to
Exhibit 10(h)
Agreements
between Bob Evans Farms,
Inc. and certain of the
executive officers of Bob
Evans Farms, Inc.
substantially identical
to Agreement, dated
February 24, 1989,
between Daniel E. Evans
and Bob Evans Farms, Inc.
On the dates indicated below, Bob Evans Farms, Inc.
(the "Registrant") entered into Agreements with the executive
officers of the Registrant identified below, which Agreements are
substantially identical to the Agreement, dated February 24,
1989, between the Registrant and Daniel E. Evans, Chairman of the
Board, Chief Executive Officer and Secretary of the Registrant, a
copy of which was included as Exhibit 10(g) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended April 28,
1989 and has been incorporated into Exhibit 10(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
April 29, 1994 (the "1994 Form 10-K") by reference. Each of the
Agreements had an initial term of approximately one year (which
was, and will continue to be, automatically extended for one-year
periods unless either party gives notice of his, her or its
decision not to renew).
In accordance with Rule 12b-31 promulgated under the
Securities Exchange Act of 1934 and Item 601(b)(10)(iii) of
Regulation S-K, the following table identifies those executive
officers of the Registrant with whom the Registrant has entered
into Agreements similar to that included as Exhibit 10(h) to the
1994 Form 10-K:
Name Date of Original Current Officers Held
Agreement with the Registrant
Donald J. Radkoski February 24, 1989 Group Vice President
- Finance Group,
Treasurer and Chief
Financial Officer
Stewart K. Owens February 24, 1989 Executive Vice President
and Chief Operating
Officer
Larry C. Corbin February 24, 1989 Senior Group Vice President
- Restaurant Operations Group
Roger D. Williams February 24, 1989 Senior Group Vice President- Food
Products/Marketing/
Purchasing/Technical
Services
Howard J. Berrey February 24, 1989 Group Vice President - Real
Estate/ Construction
& Engineering Group
James B. Radebaugh June 12, 1990 Group Vice President -
Administration & Human
Resources Group
Joseph B. Crace July 21, 1992 Group Vice President
- Specialty Products &
Business Development
Group
Mary L. Cusick September 5, 1990 Vice President -
Corporate Communications
Exhibit 10(n)
Bob Evans Farms, Inc. 1994
Long Term Incentive Plan
BOB EVANS FARMS, INC. 1994 LONG TERM INCENTIVE PLAN
Purpose. The purpose of the Bob Evans Farms, Inc.
1994 Long Term Incentive Plan (the "Plan") is to foster and
promote the long-term success of Bob Evans Farms, Inc. (the
"Company") and materially increase stockholder value by (a)
motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of
an ownership interest in the Company by officers and other key
employees of the Company and its Subsidiaries and (c) enabling
the Company to attract and retain the services of an outstanding
management team upon whose judgment, interest and special effort
the successful conduct of the operations of the Company is
largely dependent.
Administration. The Plan will be administered by
a committee (the "Committee") of at least three persons who shall
be either the Stock Option Committee of the Board of Directors of
the Company or such other committee comprised entirely of
"disinterested persons" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule or regulation, as the Board of
Directors of the Company may from time to time designate. No
member of the Committee shall be (a) a current employee of the
Company or of any of its Subsidiaries or (b) a former employee of
the Company or of any of its Subsidiaries who is receiving
compensation for prior services (other than benefits under a tax-
qualified retirement or savings plan) or (c) a current or former
officer of the Company or of any of its Subsidiaries or (d)
receiving remuneration in any capacity other than as a director
except as permitted under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and the regulations and
rulings thereunder. The Committee shall interpret the Plan;
prescribe, amend and rescind rules and regulations relating
thereto; and make all other determinations necessary or advisable
for the administration of the Plan. Any determination, decision
or action of the Committee in connection with the construction,
interpretation, administration or application of the Plan shall
be final, conclusive and binding upon all persons participating
in the Plan and any person validly claiming under or through
persons participating in the Plan. A majority of the members of
the Committee shall constitute a quorum at any meeting of the
Committee, and all determinations of the Committee at a meeting
shall be made by a majority of its members. Any determination of
the Committee under the Plan may be made without a meeting of the
Committee by a writing signed by all of its members. No member
of the Board of Directors of the Company or of the Committee
shall be liable for any action or determination made in good
faith, with respect to the Plan or any Award granted under the
Plan. The Company shall effect the granting of Awards under the
Plan in accordance with the determination of the Committee, by
execution of instruments in writing in such form as approved by
the Committee.
With respect to persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply
with all applicable conditions of Rule 16b-3 under the Exchange
Act, or any successor rule or regulation. To the extent any
provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.
Participants. Participants in the Plan will
consist of such officers and other full-time employees of the
Company or any of its Subsidiaries, including those who are
directors of the Company, as the Committee in its sole discretion
may designate from time to time to receive Awards hereunder. The
Committee's designation of a Participant in any year shall not
require the Committee to designate such person to receive an
Award in any other year. The Committee shall consider such
factors as it deems pertinent in selecting Participants and in
determining the type and amount of their respective Awards,
including, without limitation: (a) the financial condition of the
Company and its Subsidiaries; (b) anticipated profits for the
current or future years; (c) contributions of Participants to the
profitability and development of the Company and its
Subsidiaries; and (d) other compensation provided to
Participants. During the period in which this Plan remains in
effect, no Participant shall be granted Awards under this Plan
covering, in the aggregate, more than Two Hundred Fifty Thousand
(250,000) Common Shares.
Types of Awards. Awards under the Plan may be
granted in any one or a combination of (a) Incentive Stock
Options; (b) Non-Qualified Stock Options; and (c) Performance
Share Awards, all as described below in Sections 6, 7 and 8
hereof.
Common Shares Reserved Under the Plan. There is
hereby reserved for issuance under the Plan an aggregate of One
Million (1,000,000) Common Shares, which may be newly issued or
treasury shares. If there is a lapse, expiration, termination or
cancellation of any Award granted hereunder without the issuance
of Common Shares or payment of cash thereunder, or if Common
Shares are issued under any Award and thereafter are reacquired
by the Company pursuant to rights reserved upon the issuance
thereof, the Common Shares subject to or reserved for such Award
may again be used for new Stock Options or other Awards under the
Plan so long as the holder thereof has not received any benefits
of ownership of such Common Shares; provided, however, that in no
event may the number of Common Shares issued under the Plan
exceed the total number of Common Shares reserved for issuance
hereunder.
Incentive Stock Options. Incentive Stock Options will
consist of Stock Options, qualifying as "incentive stock options"
under the requirements of Section 422 of the Code, to purchase
Common Shares at purchase prices of not less than One Hundred
Percent (100%) of the Fair Market Value of such Common Shares on
the date of grant. Incentive Stock Options will be exercisable
over not more than ten (10) years after the date of grant. In
the event of the termination of an optionee's employment for any
reason other than Disability, Death or for Cause, the right of
the optionee to exercise an Incentive Stock Option shall
terminate upon the earlier to occur of the end of the original
term of the Incentive Stock Option or three (3) months after the
date of such termination of employment. In the event that an
optionee is Terminated for Cause, the right of the optionee to
exercise an Incentive Stock Option shall terminate immediately
upon the termination of employment. In the event of the
termination of an optionee's employment due to Disability, the
right of the optionee to exercise an Incentive Stock Option shall
terminate upon the earlier to occur of the end of the original
term of the Incentive Stock Option or one (1) year after the date
of termination of employment. If an optionee should die while
employed, the right of the optionee's successor in interest to
exercise an Incentive Stock Option granted to the optionee shall
terminate upon the earlier to occur of the end of the original
term of the Incentive Stock Option or one year after optionee's
last date of employment. If an optionee should die within three
(3) months after termination of employment due to Retirement, the
right of his or her successor in interest to exercise an
Incentive Stock Option shall terminate three (3) months after the
date of termination of employment as a result of such Retirement,
but not later than the end of the original term of the Incentive
Stock Option. If an optionee should die within one (1) year
after termination of employment due to Disability, the right of
his or her successor in interest to exercise an Incentive Stock
Option shall terminate upon the earlier to occur of one (1) year
after the date of termination of employment or the end of the
original term of the Incentive Stock Option. For purposes of
this Section 6, if an optionee terminates his or her employment
voluntarily, the date of termination of employment shall be
deemed to be the date on which he or she notifies the Company of
his or her intention to terminate his or her employment; in all
other cases, the date of termination of employment shall be the
last day of employment.
The aggregate fair market value (determined as of the
time the Stock Option is granted) of the Common Shares with
respect to which incentive stock options are exercisable for the
first time by any Participant during any calendar year (under all
option plans of the Company and all Subsidiaries and Parents of
the Company) shall not exceed $100,000. An Incentive Stock
Option granted to a Participant under the Plan may be exercised
only after six (6) months from its grant date. Anything
contained herein to the contrary notwithstanding, no Incentive
Stock Option shall be granted to an employee who, at the time the
Incentive Stock Option is granted, owns (actually or
constructively under the provisions of Section 424(d) of the
Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Parent or
Subsidiary of the Company, unless the option exercise price is
not less than 110% of the Fair Market Value of the Common Shares
subject to the Incentive Stock Option on the date of grant and
the Incentive Stock Option by its terms is not exercisable more
than five (5) years from the date it is granted.
Non-Qualified Stock Options. Non-Qualified Stock
Options will consist of options to purchase Common Shares at
purchase prices not less than One Hundred Percent (100%) of the
Fair Market Value of such Common Shares on the date of grant.
Non-Qualified Stock Options will be exercisable over not more
than ten (10) years after the date of grant. In the event of the
termination of an optionee's employment for any reason other than
Retirement, Disability, Death or for Cause, the right of the
optionee to exercise a Non-Qualified Stock Option shall terminate
upon the earlier to occur of the end of the original term of the
Non-Qualified Stock Option or three (3) months after the date of
such termination of employment. If an optionee is Terminated for
Cause, the right of the optionee to exercise a Non-Qualified
Stock Option shall terminate immediately upon the termination of
employment. In the event of the termination of an optionee's
employment due to Retirement or Disability, or if the optionee
should die while employed, the right of the optionee or his or
her successor in interest to exercise a Non-Qualified Stock
Option shall terminate upon the earlier to occur of the end of
the original term of the Non-Qualified Stock Option or one (1)
year after the date of termination of employment as a result of
such Retirement, Disability or death. If an optionee should die
within one (1) year after termination of employment due to
Retirement or Disability, the right of his or her successor in
interest to exercise a Non-Qualified Stock Option shall terminate
upon the earlier of one (1) year after termination of employment
as a result of such Retirement or Disability or the end of the
original term of the Non-Qualified Stock Option. For purposes of
this Section 7, if an optionee terminates his or her employment
voluntarily, the date of termination of employment shall be
deemed to be the date on which he or she notifies the Company of
his or her intention to terminate his or her employment; in all
other cases, the date of termination of employment shall be the
last day of employment. A Non-Qualified Stock Option granted to
a Participant under the Plan may be exercised only after six (6)
months from its grant date.
Performance Share Awards. The Committee may grant
awards under which payment may be made in Common Shares, cash or
any combination of Common Shares and cash if the performance of
the Company or any Subsidiary selected by the Committee during
the Performance Period meets certain goals established by the
Committee ("Performance Share Awards"). Such Performance Share
Awards shall be subject to the following terms and conditions and
such other terms and conditions as the Committee may prescribe:
(a) Performance Period and Performance Goals.
The Committee shall determine and include in a Performance Share
Award grant the period of time for which a Performance Share
Award is made ("Performance Period"). The Committee shall also
establish performance objectives ("Performance Goals") to be met
by the Company or Subsidiary during the Performance Period as a
condition to payment of the Performance Share Award. The
Performance Goals may include earnings per share, return on
stockholders' equity, return on assets, net income or any other
financial or other measure established by the Committee. The
Performance Goals may include minimum and optimum objectives or a
single set of objectives.
(b) Payment of Performance Share Awards. The
Committee shall establish the method of calculating the amount of
payment to be made under a Performance Share Award if the Perfor
mance Goals are met, including the fixing of a maximum payment.
The Performance Share Award shall be expressed in terms of Common
Shares and referred to as "Performance Shares." After the comple
tion of a Performance Period, the performance of the Company or
Subsidiary shall be measured against the Performance Goals, and
the Committee shall determine whether all, none or any portion of
a Performance Share Award shall be paid. The Committee, in its
discretion, may elect to make payment in Common Shares, cash or a
combination of Common Shares and cash. Any cash payment shall be
based on the Fair Market Value of the underlying Common Shares
on, or as soon as practicable prior to, the date of payment.
(c) Revision of Performance Goals. At any time
prior to the end of a Performance Period, the Committee may
revise the Performance Goals and the computation of payment if
unforeseen events occur which have a substantial effect on the
performance of the Company or Subsidiary and which in the
judgment of the Company make the application of the Performance
Goals unfair unless a revision is made.
(d) Requirement of Employment. A Participant who
receives a Performance Share Award must remain in the employment
of the Company or Subsidiary until the completion of the
Performance Period in order to be entitled to payment under the
Performance Share Award; provided that the Committee may, in its
sole discretion, provide for a partial payment where such an
exception is deemed equitable.
Nontransferability. Each Stock Option and each
Performance Share Award granted under this Plan shall not be
transferable other than by will or the laws of descent and
distribution, and Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant or the Partici
pant's guardian or legal representative.
Other Provisions. The grant of any Award under
the Plan may also be subject to such other provisions (whether or
not applicable to any Award granted to any other Participant) as
the Committee determines appropriate including, without limita
tion, provisions for the purchase of Common Shares under Stock
Options in installments, provisions for the payment of the option
exercise price of Common Shares under a Stock Option by delivery
of other Common Shares of the Company having a then Fair Market
Value equal to the option exercise price of such Common Shares,
restrictions on resale or other disposition, such provisions as
may be appropriate to comply with federal or state securities
laws and stock exchange requirements and understandings or
conditions as to the Participant's employment in addition to
those specifically provided for under the Plan. If the Committee
does not specify another exercise schedule at the time of grant,
the number of Common Shares under each Stock Option which may be
purchased in any one year ending on an anniversary date of the
grant of the Stock Option shall be the total number of Common
Shares subject to the Stock Option divided by the number of years
constituting the term of the Stock Option; provided, however,
that if an optionee does not purchase in any one option year the
full number of Common Shares to which he or she is then entitled,
the optionee may purchase those Common Shares in any subsequent
year during the term of the Stock Option.
The Committee may, in its discretion, permit payment of
the option exercise price of Common Shares under Stock Options by
delivery of a properly executed exercise notice together with a
copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the
option exercise price. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or
more brokerage firms.
The Committee may, in its discretion and subject to
such rules as it may adopt, permit a Participant to pay all or a
portion of the federal, state and local taxes, including FICA
withholding tax, arising in connection with the following
transactions: (a) the exercise of a Non-Qualified Stock Option;
or (b) the receipt or exercise of any other Award; by electing
(i) to have the Company withhold Common Shares, (ii) to tender
back Common Shares received in connection with such Award or
(iii) to deliver other previously acquired Common Shares of the
Company having a Fair Market Value approximately equal to the
amount to be withheld.
Term of the Plan and Amendment, Modification,
Cancellation or Acceleration of Awards. No Award shall be
granted under the Plan more than ten (10) years after the date of
the adoption of the Plan by the Company's Board of Directors.
The terms and conditions applicable to any Award granted prior to
such date may at any time be amended, modified or cancelled,
without stockholder approval, by mutual agreement between the
Committee and the Participant or such other persons as may then
have an interest therein, so long as stockholder approval of such
amendment, modification or cancellation is not required under
Rule 16b-3 under the Exchange Act or any applicable requirements
of any securities exchange on which are listed any of the
Company's equity securities or any applicable requirements for
issuers whose securities are traded in the NASDAQ National Market
System or any applicable requirements of the Code. The Committee
may, at any time and in its sole discretion, declare any or all
Stock Options then outstanding under this Plan to be exercisable,
whether or not such Stock Options are then otherwise exercisable.
Taxes. The Company shall be entitled to withhold
the amount of any tax attributable to any amount payable or
Common Shares deliverable under the Plan after giving the person
entitled to receive such amount or Common Shares notice as far in
advance as practicable, and the Company may defer making payment
or delivery if any such tax may be pending unless and until
indemnified to its satisfaction.
Definitions.
Award. The term "Award" means an award or
grant of a Stock Option or Performance Share made to a
Participant under Section 6, 7 or 8 of the Plan.
Change in Control. A "Change in Control"
shall be deemed to have occurred on the earliest of the following
dates:
The date any entity or person (including a "group" as
defined in Section 13(d)(3) of the Exchange Act)
shall have become the beneficial owner of, or
shall have obtained voting control over, twenty
percent (20%) or more of the outstanding Common
Shares;
The date the stockholders of the Company approve a
definitive agreement (A) to merge or consolidate
the Company with or into another corporation, in
which the Company is not the continuing or
surviving corporation or pursuant to which any
Common Shares would be converted into cash, securi
ties or other property of another corporation,
other than a merger of the Company in which
holders of Common Shares immediately prior to the
merger have the same proportionate ownership of
shares of the surviving corporation immediately
after the merger as immediately before, or (B) to
sell or otherwise dispose of substantially all the
assets of the Company; or
The date there shall have been a change in a majority of
the Board of Directors of the Company within a
twelve (12) month period; provided, however, that
any new director whose nomination for election by
the Company's stockholders was approved, or who
was appointed or elected to the Board by, the vote
of two-thirds of the directors then still in
office who were in office at the beginning of the
twelve (12) month period shall not be counted in
determining whether there has been such a change
in a majority of the Board.
Code. "Code" means the Internal Revenue Code
of 1986, as amended, and the regulations and rulings thereunder.
References to a particular section of the Code shall include
references to successor provisions.
Committee. The "Committee" means the
Committee of the Board of Directors of the Company constituted as
provided in Section 2 hereof.
Common Shares. "Common Shares" means the
shares of Common Stock, par value $0.01 per share, of the Company
or any security of the Company issued in substitution, exchange
or lieu thereof.
Company. The "Company" means Bob Evans
Farms, Inc., a Delaware corporation, or any successor
corporation.
Disability. The term "Disability" means, as
it relates to the exercise of an Incentive Stock Option after
termination of employment, a disability within the meaning of
Section 22(e)(3) of the Code, and for all other purposes, a
mental or physical condition which, in the opinion of the
Committee, renders an optionee unable or incompetent to carry out
the job responsibilities which such optionee held or the tasks to
which such optionee was assigned at the time the disability was
incurred, and which is expected to be permanent or for an
indefinite duration exceeding one year.
Exchange Act. The term "Exchange Act" means
the Securities Exchange Act of 1934, as amended, or a successor
statute.
Fair Market Value. The "Fair Market Value"
of the Company's Common Shares shall mean, on any given date, the
last reported sales price of the Common Shares, as reported on
the NASDAQ National Market System or on any securities exchange
on which the Company's Common Shares may be listed on such date
or, if there are no reported sales of Common Shares on such date,
then the last reported sales price on the next preceding day on
which such a sale was transacted.
Incentive Stock Option. "Incentive Stock
Option" means any Stock Option granted pursuant to the provisions
of Section 6 of the Plan that is intended to be and is
specifically designated as an "incentive stock option" within the
meaning of Section 422 of the Code.
Non-Qualified Stock Option. A "Non-Qualified
Stock Option" means any Stock Option granted pursuant to the
provisions of Section 7 of the Plan that is not an Incentive
Stock Option.
Parent. The term "Parent of the Company"
shall have the meaning set forth in 424(e) of the Code.
Participant. The term "Participant" means a
full-time employee of the Company or a Subsidiary who is granted
an Award under the Plan.
Performance Goals. The term "Performance
Goals" shall have the meaning set forth in Section 8 of the Plan.
Performance Period. The term "Performance
Period" shall have the meaning set forth in Section 8 of the
Plan.
Performance Share Award. The term
"Performance Share Award" shall have the meaning set forth in
Section 8 of the Plan.
Plan. The "Plan" means the Bob Evans Farms,
Inc. 1994 Long Term Incentive Plan, as set forth herein, and as
it may be hereafter amended and from time to time in effect.
Retirement. The term "Retirement" for all
purposes of the Plan shall mean separation from employment with
the Company and each of its Subsidiaries on or after the date the
person both has attained age fifty-five (55) and is credited with
at least ten (10) years of service.
Stock Option. The term "Stock Option" means
any Incentive Stock Option or Non-Qualified Stock Option granted
under the Plan.
Stock Option Awards. The term "Stock Option
Awards" means any grant of a Stock Option to a Participant under
the Plan.
Subsidiary. The term "Subsidiary" for all
purposes other than the Incentive Stock Option plan described in
Section 6, shall mean any corporation, partnership, joint venture
or business trust, fifty percent (50%) or more of the control of
which is owned, directly or indirectly, by the Company. For
purposes of the Incentive Stock Option plan described in Section
6, the term "Subsidiary" shall be defined as provided in Section
424(f) of the Code.
Terminated for Cause. The term "Terminated
for Cause" for purposes of the Plan shall mean termination on
account of any act of fraud or intentional misrepresentation or
embezzlement, misappropriation or conversion of assets or
opportunities of the Company or a Subsidiary, the conviction of a
felony or intentional and repeated violations of the written
policies or procedures of the Company or any Subsidiary.
Adjustment Provisions.
The existence of the Plan and the Awards
granted hereunder shall not affect or restrict in any way the
right or power of the Board of Directors or the stockholders of
the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of
the Company, any issue of bonds, debentures, preferred or prior
preference stocks ahead of or affecting the Company's capital
stock or the rights thereof, the dissolution or liquidation of
the Company or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding.
In the event of any change in capitalization
affecting the Common Shares, such as a stock dividend, stock
split, recapitalization, merger, consolidation, split-up, combina
tion or exchange of shares or other form of reorganization, or
any other change affecting the Common Shares, the Committee shall
make proportionate adjustments to reflect such change with
respect to the aggregate number of Common Shares for which Awards
in respect thereof may be granted under the Plan, the maximum
number of Common Shares which may be sold or awarded to any
Participant, the number of Common Shares covered by each
outstanding Award and the price per share in respect of
outstanding Awards.
The Committee also shall make such
adjustments in the number of shares covered by, and the price or
other value of, any outstanding Awards in the event of a spin-off
or other distribution (other than normal cash dividends) of
assets of the Company to stockholders.
Subject to the six month holding requirements
of Sections 6 and 7 but notwithstanding any other provision of
this Plan, upon the occurrence of a Change in Control, all Stock
Options then outstanding under this Plan shall become fully
exercisable as of the date of the Change in Control, whether or
not then otherwise exercisable.
Amendment and Termination of Plan. The Committee,
with the approval of the Board of Directors of the Company, may
amend the Plan from time to time or terminate the Plan at any
time without the approval of the stockholders of the Company
except as such stockholder approval may be required (a) to
satisfy the requirements of Rule 16b-3 under the Exchange Act, or
any successor rule or regulation, (b) to satisfy applicable
requirements of the Code or (c) to satisfy applicable
requirements of any securities exchange on which are listed any
of the Company's equity securities or any requirements applicable
to issuers whose securities are traded in the NASDAQ National
Market System. No such action to amend or terminate the Plan
shall reduce the then existing amount of any Participant's Award
or adversely change the terms and conditions thereof without the
Participant's consent. No amendment of the Plan shall result in
any Committee member's losing his or her status as a "disinter
ested person" as defined in Rule 16b-3 under the Exchange Act, or
any successor rule or regulation, with respect to any employee
benefit plan of the Company or result in the Plan losing its
status as a plan satisfying the requirements of said Rule 16b-3.
No Right to Employment. Neither the adoption of
the Plan nor the granting of any Awards hereunder shall confer
upon any employee of the Company or any Subsidiary any right to
continued employment with the Company or any Subsidiary, as the
case may be, nor shall it interfere in any way with the right of
the Company or a Subsidiary to terminate the employment of any of
its employees at any time, with or without cause.
Unfunded Plan. The Plan shall be unfunded and the
Company shall not be required to segregate any assets that may at
any time be represented by Awards under the Plan. Any liability
of the Company to any person with respect to any Awards under the
Plan shall be based solely upon any contractual obligations that
may be effected pursuant to the Plan. No such obligation of the
Company shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company or any Subsidiary.
Other Company Award and Compensation Plans.
Payments and other Awards received by a Participant under the
Plan shall not be deemed a part of a Participant's regular,
recurring compensation for purposes of any termination indemnity
or severance pay law and shall not be included in, nor have any
effect on, the determination of Awards under any other employee
benefit plan or similar arrangement provided by the Company or a
Subsidiary unless expressly so provided by such other plan or
arrangement, or except where the Committee expressly determines
that an Award or portion of an Award should be included to
accurately reflect competitive compensation practices or to
recognize that an Award has been made in lieu of a portion of
competitive annual cash compensation. Awards under the Plan may
be made in combination or in tandem with, or as alternatives to,
grants, awards or payments under any other Company or Subsidiary
plans. The Plan notwithstanding, the Company or any Subsidiary
may adopt such other compensation programs and additional
compensation arrangements as it deems necessary to attract,
retain and reward employees for their service with the Company
and its Subsidiaries.
Securities Law Restrictions. No Common Shares
shall be issued under the Plan unless counsel for the Company
shall be satisfied that such issuance will be in compliance with
applicable federal and state securities laws. Certificates for
Common Shares delivered under the Plan may be subject to such
stock transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations and other require
ments of the Securities and Exchange Commission, any stock
exchange upon which the Common Shares are then listed or traded,
the NASDAQ National Market System or any applicable federal or
state securities law. The Committee may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
Award Agreement. Each Participant receiving an
Award under the Plan shall enter into an agreement with the
Company in a form specified by the Committee agreeing to the
terms and conditions of the Award and such related matters as the
Committee shall, in its sole discretion, determine.
Cost of the Plan. The costs and expenses of
administering the Plan shall be borne by the Company.
Governing Law. The Plan and all actions taken
thereunder shall be governed by and construed in accordance with
the laws of the State of Delaware.
Stockholder Approval. The Plan was adopted by the
Board of Directors of the Company on April 15, 1994. The Plan
and any Award granted thereunder shall be null and void if
stockholder approval is not obtained within twelve (12) months of
the adoption of the Plan by the Board of Directors.
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
BOB EVANS FARMS, INC.
Year Ended
April 20 April 30 April 24
1994 1993 1992
Weighted average number of shares
outstanding during the year used
in computation of net income per
share 42,006,453 41,871,655 41,750,474
Net effect of dilutive stock
options based on treasury stock
method using average market price 267,676 248,439 194,524
Number of shares for computation
of primary net income per share 42,274,129 42,120,094 41,944,998
Net additional shares added to
above based on treasury stock
method using the year-end market
price, if higher than average
market price 47,612 -0- 42,740
Number of shares for computations
of fully diluted net income per
share 42,321,741 42,120,094 41,987,738
Net income 48,182,000 43,062,000 39,329,000
Net income per share $1.15 $1.03 $.94
Primary net income per share(1) $1.14 $1.03 $.94
Fully diluted net income per share (1) $1.14 $1.03 $.94
Notes:
The effect on net income per share assuming full dilution was less
than 3% for all years and therefore has not been reflected in the
Consolidated Statements of Income.
Exhibit 23
Consent of Ernst & Young,
certified public accountants
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Bob Evans Farms, Inc. of our report dated
May 27, 1994, included in the 1994 Annual Report to Stockholders
of Bob Evans Farms, Inc..
Our audits also included the financial statement schedules of Bob
Evans Farms, Inc. listed in Item 14(a). These schedules are the
responsibility of the CompanyOs management. Our responsibility
is to express an opinion based on our audits. In our opinion,
the financial statement schedules referred to above, when
considered in relation to the basic consolidated financials
statements taken as a whole, present fairly in all material
respects the information set forth therein.
We also consent to the incorporation by reference of our report
dated May 27, 1994, with respect to the consolidated financial
statements incorporated herein by reference, and our report
included in the preceding paragraph with respect to the financial
statement schedules included in this Annual Report (Form 10-K) of
Bob Evans Farms, Inc., in the following Registration Statements:
* Form S-8 No. 33-242 -- 1985 Incentive Stock Option Plan
* Form S-8 No. 33-17978 -- 1987 Incentive Stock Option
Plan
* Form S-8 No. 33-30665 -- 1989 Stock Option Plan for Non-
Employee
Directors
* Form S-8 No. 33-34149 -- 1990 401K Retirement Plan
* Form S-8 No. 33-42778 -- 1991 Incentive Stock Option Plan
* Form S-8 No. 33-53166 -- Non-Qualified Stock Option Plan
* Form S-8 No. 33-69022 -- Long Term Incentive Plan for
Managers
Ernst & Young
Columbus, Ohio
July 15, 1994