Schedule 13D/A

Filed by: SANDELL ASSET MANAGEMENT CORP
Total Shares: 2,075,950
Subject Company: Bob Evans Farms, Inc. - View Complete Ownership History Backtest
Filed as of Date: 04/24/2014
Event Date: 04/24/2014
Overall % Ownership: 8.4
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-1.0362 -0.5709 3.0947 3.9068 -1.6759 28.612 216 -9.1029 91

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Castlerigg Master Investments Ltd 0 1,364,227 0 1,364,227 1,364,227 5.5%
Castlerigg International Limited 0 1,364,227 0 1,364,227 1,364,227 5.5%
Castlerigg International Holdings Limited 0 1,364,227 0 1,364,227 1,364,227 5.5%
Castlerigg Offshore Holdings, Ltd 0 1,364,227 0 1,364,227 1,364,227 5.5%
Castlerigg Merger Arbitrage and Equity Event Fund, 0 216,332 0 216,332 216,332 0.9%
Castlerigg Merger Arbitrage and Equity Event Intermediate 0 216,332 0 216,332 216,332 0.9%
Castlerigg Merger Arbitrage and Equity Event Master 0 216,332 0 216,332 216,332 0.9%
Castlerigg Global Equity Special Event Fund, Ltd 0 87,588 0 87,588 87,588 0.4%
Castlerigg Global Equity Special Event Intermediate 0 87,588 0 87,588 87,588 0.4%
Castlerigg Global Equity Special Event Master Fund 0 87,588 0 87,588 87,588 0.4%
Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund) 0 391,915 0 391,915 391,915 1.6%
Sandell Investment Services, LLC 0 391,915 0 391,915 391,915 1.6%
Pulteney Street Partners, LP 0 15,888 0 15,888 15,888 0.1%
Sandell Asset Management Corp 0 1,684,035 0 1,684,035 1,684,035 6.8%
Thomas E Sandell 0 2,075,950 0 2,075,950 2,075,950 8.4%
View Original Filing on Edgar's

Raw Filing Contents

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 

Bob Evans Farms, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

096761101

(CUSIP Number)
 
 

Marc Weingarten and David Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 24, 2014

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 32 Pages)

______________________________

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

 

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

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 2 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Master Investments Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

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

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

5.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 3 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

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

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

5.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 4 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg International Holdings Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

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

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

5.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 5 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Offshore Holdings, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,364,227 shares of Common Stock (including options to purchase 209,000 shares of Common Stock)

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

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

5.5%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 6 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

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

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

0.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 7 of 32 Pages

 

1

NAME OF REPORTING PERSONS

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

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

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

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

0.9%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 8 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

216,332 shares of Common Stock (including options to purchase 35,400 shares of Common Stock)

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

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

0.9%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 9 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Global Equity Special Event Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

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

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

0.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 10 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Global Equity Special Event Intermediate Fund, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

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

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

0.4%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 11 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Castlerigg Global Equity Special Event Master Fund Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

87,588 shares of Common Stock (including options to purchase 11,300 shares of Common Stock)

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

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

0.4%

14

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 12 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Merrill Lynch Investment Solutions SICAV (on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Luxembourg

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

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

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

1.6%

14

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 13 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Sandell Investment Services, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock)

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

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

1.6%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 14 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Pulteney Street Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

WC

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

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

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

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

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

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

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

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

0.1%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 15 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Sandell Asset Management Corp.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock)

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

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

6.8%

14

TYPE OF REPORTING PERSON

CO; IA

         

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 16 of 32 Pages

 

1

NAME OF REPORTING PERSONS

Thomas E. Sandell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

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

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

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

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

8.4%

14

TYPE OF REPORTING PERSON

IN

         

 

 

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

This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 24, 2013 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 12, 2013 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on December 6, 2013 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on December 10, 2013 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on January 14, 2014 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on January 31, 2014 ("Amendment No. 5"), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on March 7, 2014 ("Amendment No. 6") and Amendment No. 7 to the Original Schedule 13D, filed with the SEC on March 18, 2014 ("Amendment No. 7" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the "Schedule 13D"), with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Bob Evans Farms, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No. 8 amends Items 2, 3, 4, 5, 6 and 7 as set forth below.

 

Item 2. IDENTITY AND BACKGROUND
 
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
  (a)  This statement is filed by (i) Castlerigg Master Investments, Ltd., a British Virgin Islands company ("Castlerigg Master Investment"); (ii) Castlerigg International Limited, a British Virgin Islands company ("Castlerigg International"); (iii) Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings"); (iv) Castlerigg Offshore Holdings, Ltd., a Cayman Islands exempted company ("Castlerigg Offshore Holdings"); (v) Castlerigg Merger Arbitrage and Equity Event Fund, Ltd., a British Virgin Islands company ("CMAEE Fund"); (vi) Castlerigg Merger Arbitrage and Equity Event Intermediate Fund, L.P., a British Virgin Islands limited partnership ("CMAEE Intermediate"); (vii) Castlerigg Merger Arbitrage and Equity Event Master Fund, Ltd., a British Virgin Islands company ("CMAEE Master"); (viii) Castlerigg Global Equity Special Event Fund, Ltd., a British Virgin Islands company ("CGESE Fund"); (ix) Castlerigg Global Equity Special Event Intermediate Fund, L.P., a British Virgin Islands limited partnership ("CGESE Intermediate"); (x) Castlerigg Global Equity Special Event Master Fund, Ltd., a British Virgin Islands company ("CGESE Master"); (xi) Merrill Lynch Investment Solutions SICAV, a société d'investissement à capital variable organized under the laws of the Grand-Duchy of Luxembourg ("MLIS"); (xii) Sandell Investment Services, L.L.C., a Delaware limited liability company ("SIS"); (xiii) Pulteney Street Partners, L.P., a Delaware limited partnership ("Pulteney Partners"); (xiv) Sandell Asset Management Corp., a Cayman Islands exempted company ("SAMC"); and (xv) Thomas E. Sandell, a citizen of Sweden, who serves as Chief Executive Officer of SAMC ("Mr. Sandell" and together with Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate, CGESE Master, MLIS, SIS, Pulteney Partners and SAMC, the "Reporting Persons").

 

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

 

  (b)  The principal business address of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate and CGESE Master is c/o Maples Corporate Services (BVI) Limited, P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands.  The principal business address of Castlerigg Offshore Holdings is c/o Maples Fund Services (Cayman) Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  The principal business address of MLIS is c/o State Street Bank Luxembourg S.A., 49 avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg  The principal business address of Pulteney Partners is 527 Madison Avenue, 6th Floor, New York, NY 10022.  The principal business address of SIS, SAMC and Mr. Sandell is 540 Madison Ave., 36th Floor, New York, New York 10022.
   
  (c)  The principal business of SIS and SAMC is to provide investment management services to private individuals and institutions.  The principal business of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate, CGESE Master, MLIS and Pulteney Partners is to invest in securities.  The principal business of Mr. Sandell is to serve as Chief Executive Officer of SAMC and as Managing Member of SIS.  
   
  (d)  None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
  (e)  None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
   
  (f)  Each of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate and CGESE Master is a company formed under the laws of the British Virgin Islands.  Each of Castlerigg Offshore Holdings and SAMC is a Cayman Islands exempted company.  MLIS is an open-ended investment company, organized as a société d'investissement à capital variable under the laws of the Grand-Duchy of Luxembourg. Pulteney Partners is a Delaware limited partnership. SIS is a limited liability company incorporated in Delaware.  Mr. Sandell is a citizen of Sweden.
   
  The name, citizenship, present principal occupation or employment and business address of each director and executive officer, general partner or managing member, as applicable, of Castlerigg Master Investment, Castlerigg International, Castlerigg Holdings, Castlerigg Offshore Holdings, CMAEE Fund, CMAEE Intermediate, CMAEE Master, CGESE Fund, CGESE Intermediate, CGESE Master, MLIS, SIS, Pulteney Partners and SAMC is set forth in Schedule A attached hereto.  To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such entities or individuals owns any shares of Common Stock.

 

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

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
  The Reporting Persons used a total of approximately $81,267,500 (including brokerage commissions) in the aggregate to acquire the shares of Common Stock reported in this Schedule 13D.
   
  Funds for the purchase of the Common Stock reported herein as beneficially held by the Reporting Persons were derived from (i) available working capital of Castlerigg Master Investment, for the shares of Common Stock held directly by it, (ii) available working capital of CMAEE Master, for the shares of Common Stock held directly by it, (iii) available working capital of CGESE Master, for the shares of Common Stock held directly by it, (iv) available working capital of MLIS, for the shares of Common Stock held directly by it, (v) available working capital of Pulteney Partners, for the shares of Common Stock held directly by it, and (vi) margin borrowings described in the following sentence, for the shares of Common Stock held directly by Castlerigg Master Investment, CMAEE Master, CGESE Master, MLIS and Pulteney Partners.  Such Common Stock is or may be held from time to time by the Reporting Persons in margin accounts established by certain of the Reporting Persons with their respective brokers or banks and a portion of the purchase price for the Common Stock may be obtained through margin borrowing. Securities positions which may be held in the margin accounts, including the Common Stock, may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

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

 

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

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
 
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
  (a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 8.4% of the Issuer's currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 24,687,893 shares of Common Stock outstanding as of February 21, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on March 4, 2014.

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

    (xiii) Pulteney Partners:
      (a) As of the date hereof, Pulteney Partners may be deemed the beneficial owner of 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock).
        Percentage: Approximately 0.1% as of the date hereof.
      (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)
        3. Sole power to dispose or direct the disposition: 0
        4. Shared power to dispose or direct the disposition: 15,888 shares of Common Stock (including options to purchase 2,200 shares of Common Stock)

 

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

 

    (xv) Mr. Sandell:
      (a) As of the date hereof, Mr. Sandell may be deemed the beneficial owner of 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock).
        Percentage: Approximately 8.4% as of the date hereof.
      (b) 1. Sole power to vote or direct vote: 0
        2. Shared power to vote or direct vote: 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)
        3. Sole power to dispose or direct the disposition: 0
        4. Shared power to dispose or direct the disposition: 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock)

 

 

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 24 of 32 Pages

 

  The Reporting Persons may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 2,075,950 shares of Common Stock (including options to purchase 386,500 shares of Common Stock), constituting approximately 8.4% of the shares of Common Stock outstanding.  
   
  (b) By virtue of investment management agreements with Castlerigg Master Investment, CMAEE Master, CGESE Master and Pulteney Partners, SAMC has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 1,684,035 shares of Common Stock (including options to purchase 257,900 shares of Common Stock) beneficially owned by Castlerigg Master Investment, CMAEE Master, CGESE Master and Pulteney Partners.  By virtue of an investment management agreement with MLIS, SIS has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 391,915 shares of Common Stock (including options to purchase 128,600 shares of Common Stock) beneficially owned by MLIS.  By virtue of his direct and indirect control of SAMC and SIS, Mr. Sandell is deemed to have shared voting power and shared dispositive power with respect to all Common Stock as to which SAMC and SIS have voting power or dispositive power.  
   
  (c) Information concerning all transactions in the securities of the Issuer effected by the Reporting Persons since the filing of Amendment No. 7 is set forth in Schedule B hereto and is incorporated herein by reference.  Unless otherwise indicated, all of such transactions were effected in the open market.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
 

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 15 and is incorporated by reference herein.

 

The Reporting Persons have purchased call option contracts covering 386,500 shares of Common Stock with an exercise date of September 30, 2014 and a strike price of $55.00.

 

Other than the joint filing agreement filed as an exhibit hereto, the options and items otherwise described in the Schedule 13D, the Reporting Persons have no contracts, arrangements, understandings or relationships with any persons with respect to securities of the Issuer.

 

Item 7. EXHIBITS
 
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
 
Exhibit Description
13 April 24 Press Release.
14 April 24 Presentation.
15 Joint Filing Agreement, dated April 24, 2014.

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 25 of 32 Pages

 

SIGNATURES

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

Date: April 24, 2014

 

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

 

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

 

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

 

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

 

  CASTLERIGG GLOBAL EQUITY SPECIAL EVENT INTERMEDIATE FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  CASTLERIGG GLOBAL EQUITY SPECIAL EVENT MASTER FUND, LTD.  
       
  By: Sandell Asset Management Corp., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  MERRILL LYNCH INVESTMENT SOLUTIONS SICAV, an umbrella fund with segregated liability between sub-funds acting for and on behalf of Merrill Lynch Investment Solutions – Castlerigg Equity Event and Arbitrage UCITS Fund  
       
  By: Sandell Investment Services, L.L.C., as Investment Manager  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  PULTENEY STREET PARTNERS, LP  
       
  By: Sandell Asset Management Corp., as Investment Manager    
       
  By: /s/ Sean McCooey  
  Name: Sean McCooey  
  Title: Managing Member  

 

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

 

  SANDELL ASSET MANAGEMENT CORP.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Chief Executive Officer  
       
       
  SANDELL INVESTMENT SERVICES, L.L.C.  
       
  By: /s/ Thomas E. Sandell  
  Name: Thomas E. Sandell  
  Title: Managing Member  
       
       
  /s/ Thomas E. Sandell  
  Thomas E. Sandell  
     
 
CUSIP No. 096761101SCHEDULE 13D/APage 29 of 32 Pages

SCHEDULE A

 

Directors and Executive Officers of Certain Reporting Persons

 

 

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

 

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

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund director 540 Madison Ave., 36th Floor, New York, New York 10022
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Hilmi A. Ünver Director Belgium Partner, Notz Stucki Asset Managers 98 rue de Saint-Jean, CP 5240, CH 1211, Geneve 11

 

CASTLERIGG OFFSHORE HOLDINGS

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of Castlerigg Offshore Holdings.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Adam Hoffman Director United States Legal Counsel of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

CMAEE INTERMEDIATE AND CGESE INTERMEDIATE

 

The following sets forth the name, position, business address and citizenship of the general partner of each of CMAEE Intermediate and CGESE Intermediate. The managing member of Sandell Advisors, L.L.C. is Thomas E. Sandell.

 

Name Position Citizenship Business Address
Sandell Advisors, L.L.C. General Partner Delaware 540 Madison Ave., 36th Floor, New York, New York 10022

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 30 of 32 Pages

CGESE FUND AND CGESE MASTER

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director of each of CGESE Fund and CGESE Master.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund Director 540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

MLIS

 

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

 

Name Position Citizenship Principal Occupation Business Address
Jean-Claude Wolter Director Luxembourg Honorary Lawyer

11B Boulevard Joseph II,

L-1840 Luxembourg

Jocelyn Kiefe Director France Director Fund Solutions Group, Merrill Capital Markets (France) S.A.S., 112 avenue Kléber, 75116  Paris, France
Paul Guillaume Director Luxembourg Managing Partner Altra Partners S.A., 370, Route de Longwy, L-1940, Luxembourg
Raymond Blokland Director Netherlands Managing Director Merrill Lynch International, 33 rue du Puits Romain , L-8070 Bertrange, Luxembourg
Paul Holmes Director United Kingdom Head of Distribution of Fund Solutions Group

Merrill Lynch International,

2 King Edward Street, London EC1A 1HQ, UK

 

Miriam Muller Director Ireland Head of Product Development of Fund Solutions Group

Merrill Lynch International,

2 King Edward Street, London EC1A 1HQ, UK

Bertram Welsch Dirigeant Germany Director

Caso Asset Management S.A., European Bank & Business Centre, 6B, route de Treves,

L-2633 Senningerberg, Luxembourg

Thomas Nummer Dirigeant Germany Managing Director Carne Global Financial Services Luxembourg S.à.r.l, European Bank and Business Centre, 6B route de Trèves – L-2633 Senningerberg, Luxembourg

 

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

 

PULTENEY PARTNERS

 

The following sets forth the name, position, citizenship and business address of the general partner of Pulteney Partners. The managing member of Pulteney Street, G.P., LLC is Sean McCooey, a United States citizen.

 

Name Position Citizenship Business Address
Pulteney Street, G.P., LLC General Partner Delaware 527 Madison Avenue, 6th Floor, New York, NY 10022

 

SIS

 

The following sets forth the name, position, citizenship, principal occupation and business address of the sole managing member of SIS.

 

Name Position Citizenship Principal Occupation Business Address
Thomas E. Sandell Director Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

SAMC

 

The following sets forth the name, position, principal occupation, business address and citizenship of each director and executive officer of SAMC.

 

Name Position Citizenship Principal Occupation Business Address
Sandell Director Services, LLC Director Delaware Fund Director 540 Madison Ave., 36th Floor, New York, New York 10022
Daniel Mignon Director Switzerland Principal, Alpstar Capital SA 7. Av. De Tournay, 1292 Chambesy
Thomas E. Sandell Chief Executive Officer Sweden Chief Executive Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Anthony Bavaro Chief Financial Officer United States Chief Financial Officer of SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Adam Hoffman Chief Compliance Officer United States Legal Counsel at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Alejandro Mazier Senior Managing Director United States Senior Managing Director at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022
Shreyas Gupta Senior Managing Director United States Portfolio Manager at SAMC 540 Madison Ave., 36th Floor, New York, New York 10022

 

 
CUSIP No. 096761101SCHEDULE 13D/APage 32 of 32 Pages

SCHEDULE B

 

 

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

 

 

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

 

MLIS

 

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

 

WhaleWisdom Logo

Elevate your investments