##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended October 24, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from
 Commission file number 0-1667
 Bob Evans Farms, Inc.
  Delaware
    
    31-4421866(State or other jurisdiction of incorporation
    
    (I.R.S. Employeror organization)
    
    Identification No.)
  
    
  
  þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  PART I  FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESINDEX TO EXHIBITSEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  BOB EVANS FARMS, INC.
 
 PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands)Oct. 24, 2008
    
    
    April 25, 2008Unaudited
    
    
    AuditedASSETSCurrent assetsCash and equivalents
    
    $
    14,596
    
    
    $
    7,669Accounts receivable
    
    
    25,188
    
    
    
    19,951Inventories
    
    
    30,960
    
    
    
    31,345Deferred income taxes
    
    
    10,072
    
    
    
    10,072Prepaid expenses
    
    
    3,114
    
    
    
    1,267Assets held for sale
    
    
    570
    
    
    
    1,179Total Current Assets
    
    
    84,500
    
    
    
    71,483Property, plant and equipment
    
    
    1,598,900
    
    
    
    1,560,079Less accumulated depreciation
    
    
    593,964
    
    
    
    561,677Net Property, Plant and Equipment
    
    
    1,004,936
    
    
    
    998,402Other assetsDeposits and other
    
    
    4,097
    
    
    
    4,187Long-term investments
    
    
    19,655
    
    
    
    20,278Goodwill
    
    
    57,729
    
    
    
    57,729Other intangible assets
    
    
    54,547
    
    
    
    54,957Total Other Assets
    
    
    136,028
    
    
    
    137,151$
    1,225,464
    
    
    $
    1,207,036LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesLine of credit
    
    $
    102,700
    
    
    $
    138,500Current maturities of long-term debt
    
    
    26,904
    
    
    
    26,904Accounts payable
    
    
    33,427
    
    
    
    30,013Dividends payable
    
    
    4,311
    
    
    
    4,286Federal and state income taxes
    
    
    1,449
    
    
    
    8,528Accrued non-income taxes
    
    
    23,036
    
    
    
    22,673Accrued wages and related liabilities
    
    
    26,650
    
    
    
    32,853Self insurance
    
    
    25,013
    
    
    
    22,777Deferred revenue
    
    
    11,059
    
    
    
    12,804Other accrued expenses
    
    
    25,392
    
    
    
    26,866Total Current Liabilities
    
    
    279,941
    
    
    
    326,204Long-term liabilitiesDeferred compensation
    
    
    25,700
    
    
    
    26,478Federal and state income taxes
    
    
    16,372
    
    
    
    16,542Deferred income taxes
    
    
    70,978
    
    
    
    69,684Deferred rent
    
    
    23,154
    
    
    
    22,407Long-term debt
    
    
    176,192
    
    
    
    133,096Total Long-Term Liabilities
    
    
    312,396
    
    
    
    268,207Stockholders equityCommon stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at 
Oct. 24, 2008,
and April 25, 2008
    
    
    426
    
    
    
    426Preferred stock, $500 par value; authorized 1,200
shares; issued
120 shares at Oct. 24, 2008, 
and April 25, 2008
    
    
    60
    
    
    
    60Capital in excess of par value
    
    
    171,945
    
    
    
    169,087Retained earnings
    
    
    774,475
    
    
    
    757,952Treasury stock, 11,843,083 at Oct. 24, 2008,
and 12,026,773 shares at April 25, 2008, at cost
    
    
    (313,779
    )
    
    
    (314,900
    )Total Stockholders Equity
    
    
    633,127
    
    
    
    612,625$
    1,225,464
    
    
    $
    1,207,036
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CONSOLIDATED STATEMENTS OF INCOME  UNAUDITED
  Three Months Ended
    
    
    Six Months EndedOct. 24, 2008
    
    
    Oct. 26, 2007
    
    
    Oct. 24, 2008
    
    
    Oct. 26, 2007Net Sales
    
    $
    435,455
    
    
    $
    426,255
    
    
    $
    875,742
    
    
    $
    850,879Cost of sales
    
    
    137,219
    
    
    
    127,978
    
    
    
    267,615
    
    
    
    253,546Operating wage and fringe benefit expenses
    
    
    150,377
    
    
    
    149,483
    
    
    
    303,082
    
    
    
    303,268Other operating expenses
    
    
    71,204
    
    
    
    69,951
    
    
    
    144,764
    
    
    
    138,800Selling, general and administrative expenses
    
    
    35,998
    
    
    
    33,906
    
    
    
    76,165
    
    
    
    69,720Depreciation and amortization expense
    
    
    20,375
    
    
    
    18,973
    
    
    
    40,314
    
    
    
    38,056Operating Income
    
    
    20,282
    
    
    
    25,964
    
    
    
    43,802
    
    
    
    47,489Net interest expense
    
    
    3,434
    
    
    
    2,661
    
    
    
    6,319
    
    
    
    4,878Income Before Income Taxes
    
    
    16,848
    
    
    
    23,303
    
    
    
    37,483
    
    
    
    42,611Provision for income taxes
    
    
    5,509
    
    
    
    7,819
    
    
    
    12,335
    
    
    
    13,804Net Income
    
    $
    11,339
    
    
    $
    15,484
    
    
    $
    25,148
    
    
    $
    28,807Earnings Per Share  Basic
    
    $
    0.37
    
    
    $
    0.45
    
    
    $
    0.82
    
    
    $
    0.83Earnings Per Share  Diluted
    
    $
    0.37
    
    
    $
    0.45
    
    
    $
    0.81
    
    
    $
    0.83Cash Dividends Paid Per Share
    
    $
    0.14
    
    
    $
    0.14
    
    
    $
    0.28
    
    
    $
    0.28
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CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 (Dollars in thousands)Six Months EndedOct. 24, 2008
    
    
    Oct. 26, 2007Operating activities:Net income
    
    $
    25,148
    
    
    $
    28,807Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    40,314
    
    
    
    38,056Gain on disposal of assets
    
    
    (404
    )
    
    
    (1,932
    )Loss (gain) on long-term investments
    
    
    2,116
    
    
    
    (1,325
    )Deferred compensation
    
    
    (778
    )
    
    
    2,724Compensation expense attributable to stock plans
    
    
    5,102
    
    
    
    4,119Deferred income taxes
    
    
    1,294
    
    
    
    Deferred rent
    
    
    747
    
    
    
    1,028Cash provided by (used for) current assets
and current liabilities:Accounts receivable
    
    
    (5,237
    )
    
    
    (145
    )Inventories
    
    
    385
    
    
    
    (3,303
    )Prepaid expenses
    
    
    (1,847
    )
    
    
    (1,970
    )Accounts payable
    
    
    3,414
    
    
    
    (746
    )Federal and state income taxes
    
    
    (7,249
    )
    
    
    (1,580
    )Accrued wages and related liabilities
    
    
    (6,203
    )
    
    
    (5,991
    )Self insurance
    
    
    2,236
    
    
    
    2,259Accrued non-income taxes
    
    
    363
    
    
    
    2,132Deferred revenue
    
    
    (1,745
    )
    
    
    (1,471
    )Other accrued expenses
    
    
    (1,474
    )
    
    
    7,953Net cash provided by operating activities
    
    
    56,182
    
    
    
    68,615Investing activities:Purchase of property, plant and equipment
    
    
    (47,252
    )
    
    
    (62,066
    )Proceeds from sale of property, plant and equipment
    
    
    1,938
    
    
    
    9,257Purchase of long-term investments
    
    
    (1,604
    )
    
    
    Other
    
    
    90
    
    
    
    (52
    )Net cash used in investing activities
    
    
    (46,828
    )
    
    
    (52,861
    )Financing activities:Cash dividends paid
    
    
    (8,599
    )
    
    
    (9,748
    )(Payments) borrowings on lines of credit
    
    
    (35,800
    )
    
    
    84,836Proceeds from debt issuance
    
    
    70,000
    
    
    
    Principal payments on long-term debt
    
    
    (26,904
    )
    
    
    (46,333
    )Purchase of treasury stock
    
    
    (3,023
    )
    
    
    (71,283
    )Proceeds from issuance of treasury stock
    
    
    1,610
    
    
    
    7,005Excess tax benefits from stock-based compensation
    
    
    289
    
    
    
    1,039Net cash used in financing activities
    
    
    (2,427
    )
    
    
    (34,484
    )Increase (decrease) in cash and equivalents
    
    
    6,927
    
    
    
    (18,730
    )Cash and equivalents at the beginning of the period
    
    
    7,669
    
    
    
    29,287Cash and equivalents at the end of the period
    
    $
    14,596
    
    
    $
    10,557
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 UNAUDITED
 1.
    
    Unaudited Consolidated Financial StatementsThe accompanying unaudited consolidated financial statements of Bob Evans Farms, Inc.
(Bob Evans) and its subsidiaries (collectively, Bob Evans and its subsidiaries are
referred to as the Company, we, us and our) are presented in accordance with the
requirements of Form 10-Q and, consequently, do not include all of the disclosures normally
required by generally accepted accounting principles, or those normally made in our Form
10-K filing. In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of our financial position and
results of operations have been included. The consolidated financial statements are not
necessarily indicative of the results of operations for a full fiscal year. Except as
described in this Form 10-Q, no significant changes have occurred in the disclosures made in
Bob Evans Form 10-K for the fiscal year ended April 25, 2008 (refer to the Form 10-K for a
summary of significant accounting policies followed in the preparation of the consolidated
financial statements).2.
    
    Earnings Per ShareBasic earnings per share computations are based on the weighted-average number of
shares of common stock outstanding during the period presented. Diluted earnings per share
calculations reflect the assumed exercise and conversion of employee stock options.The numerator in calculating both basic and diluted earnings per share for each period
is reported net income. The denominator is based on the following weighted-average number
of common shares outstanding:
 (in thousands)Three Months Ended
    
    Six Months EndedOct. 24, 2008
    
    Oct. 26, 2007
    
    Oct. 24, 2008
    
    Oct. 26, 2007Basic
    
    
    30,822
    
    
    
    34,091
    
    
    
    30,775
    
    
    
    34,500Effect of dilutive
stock options
    
    
    108
    
    
    
    261
    
    
    
    146
    
    
    
    339Diluted
    
    
    30,930
    
    
    
    34,352
    
    
    
    30,921
    
    
    
    34,839
 3.
    
    Stock-Based CompensationEffective April 29, 2006, we adopted Statement of Financial Accounting Standards
(SFAS) No. 123 (R), Share-Based Payment,using the modified-prospective transition
method. Accordingly, stock-based compensation is measured based on the fair value of the
award on the grant date, and is recognized over the vesting period of the award on a
straight-line basis. Awards to retirement-eligible employees (as determined under the terms
of the compensation plan under which the award is granted) are subject to immediate
expensing in full upon grant. Total stock-based compensation expense of $1.3 million and
$0.9 million for the second quarters of fiscal 2009 and 2008, respectively, and $5.1 million
and $4.1 million for the first six months of fiscal 2009 and 2008, respectively, is included
in the Consolidated Statements of Income.4.
    
    Industry SegmentsOur business includes restaurant operations and the processing, distribution and
sale of food products. The revenues from these segments include 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 consolidated financial statements.
Information on our operating segments is summarized as follows:
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(in thousands)Three Months Ended
    
    
    Six Months EndedOct. 24, 2008
    
    
    Oct. 26, 2007
    
    
    Oct. 24, 2008
    
    
    Oct. 26, 2007SalesRestaurant operations
    
    $
    357,230
    
    
    $
    356,168
    
    
    $
    725,373
    
    
    $
    716,357Food products
    
    
    87,099
    
    
    
    79,895
    
    
    
    168,224
    
    
    
    153,476444,329
    
    
    
    436,063
    
    
    
    893,597
    
    
    
    869,833Intersegment sales of food products
    
    
    (8,874
    )
    
    
    (9,808
    )
    
    
    (17,855
    )
    
    
    (18,954
    )Total
    
    $
    435,455
    
    
    $
    426,255
    
    
    $
    875,742
    
    
    $
    850,879Operating incomeRestaurant operations
    
    $
    19,370
    
    
    $
    19,829
    
    
    $
    36,930
    
    
    $
    37,939Food products
    
    
    912
    
    
    
    6,135
    
    
    
    6,872
    
    
    
    9,550Total
    
    $
    20,282
    
    
    $
    25,964
    
    
    $
    43,802
    
    
    $
    47,489
 5.
    
    New Accounting PronouncementsIn September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
157, Fair Value Measurements. This statement clarifies the definition of fair value,
establishes a framework for measuring fair value, and expands the disclosures on fair value
measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007
(our fiscal 2009) for financial assets and liabilities, as well as for any other assets and
liabilities that are carried at fair value on a recurring basis in the financial statements.
The adoption of this statement did not have a material effect on our consolidated financial
position or results of operations. We are currently assessing the impact on our
consolidated financial statements of SFAS No. 157 for non-financial assets and non-financial
liabilities, to be adopted in fiscal year 2010.In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities. SFAS No. 159 provides reporting entities an option to
measure eligible items at fair value at specified election dates and report unrealized gains
and losses on items for which the fair value option has been elected in earnings at each
subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007 (our fiscal 2009). The adoption of this statement did not have a material
effect on our consolidated financial position or results of operations.In December 2007, the FASB issued SFAS No. 141(R), Business Combinations,effective
for fiscal years beginning on or after December 15, 2008. This statement requires that the
acquisition method of accounting be applied to a broader set of business combinations,
amends the definition of a business combination, provides a definition of a business,
requires an acquirer to recognize an acquired business at its fair value at the acquisition
date and requires the assets and liabilities assumed in a business combination to be
measured and recognized at their fair values as of the acquisition date (with limited
exceptions). We will adopt this statement in fiscal year 2010, and its effect on future
periods will depend on the nature and significance of any acquisitions we subsequently make
that are subject to the statement.In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles.The effective date is 60 days following the SECs approval of the
PCAOB amendment to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles.This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are presented in
conformity with generally accepted
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accounting principles in the United States. We do not expect this statement
to have an effect on our consolidated financial position or results of operations.6.
    
    TaxesOur effective income tax rate is evaluated each quarter and, for the second quarter of
fiscal 2009, includes the effects of certain discrete events. The effective income tax rate
for the quarter may or may not represent the expected annual effective tax rate for the
entire fiscal year.7.
    
    Long-Term DebtIn the second quarter of fiscal 2009, we completed a private placement of $70 million
in senior unsecured fixed-rated notes. The notes were issued pursuant to a Note Purchase
Agreement dated July 28, 2008. The notes were issued in two series. The $40 million Series
A senior notes bear interest at 6.39% and mature on July 28, 2014, with a mandatory
prepayment of $20 million due on July 28, 2012. The $30 million Series B senior notes bear
interest at 6.39% and mature on July 28, 2013.The net proceeds from the notes were used to repay outstanding debt under existing bank
credit facilities and to repay a portion of the outstanding senior notes we issued in 2004
in connection with our acquisition of SWH Corporation (d/b/a Mimis Café).
 -7-




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 Results of Operations
 General Overview
    -8-




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Consolidated
    
    Restaurant
    
    Food ProductsResults
    
    Segment
    
    Segment(dollars in
    
    Q2
    
    Q2
    
    Q2
    
    Q2
    
    Q2
    
    Q2thousands)
    
    2009
    
    2008
    
    2009
    
    2008
    
    2009
    
    2008Net sales
    
    $
    435,455
    
    
    $
    426,255
    
    
    $
    357,230
    
    
    $
    356,168
    
    
    $
    78,225
    
    
    $
    70,087Operating income
    
    $
    20,282
    
    
    $
    25,964
    
    
    $
    19,370
    
    
    $
    19,829
    
    
    $
    912
    
    
    $
    6,135Cost of sales
    
    
    31.5
    %
    
    
    30.0
    %
    
    
    25.3
    %
    
    
    25.6
    %
    
    
    59.7
    %
    
    
    52.4
    %Operating wages
    
    
    34.5
    %
    
    
    35.1
    %
    
    
    39.7
    %
    
    
    39.7
    %
    
    
    11.1
    %
    
    
    11.4
    %Other operating
    
    
    16.3
    %
    
    
    16.4
    %
    
    
    18.8
    %
    
    
    18.5
    %
    
    
    5.2
    %
    
    
    5.6
    %S,G&A
    
    
    8.3
    %
    
    
    8.0
    %
    
    
    5.6
    %
    
    
    5.8
    %
    
    
    20.3
    %
    
    
    19.0
    %Depr. & amort.
    
    
    4.7
    %
    
    
    4.4
    %
    
    
    5.2
    %
    
    
    4.8
    %
    
    
    2.5
    %
    
    
    2.8
    %Operating income
    
    
    4.7
    %
    
    
    6.1
    %
    
    
    5.4
    %
    
    
    5.6
    %
    
    
    1.2
    %
    
    
    8.8
    %
  
    
    Consolidated and restaurant results for the second quarter of fiscal 2009 and 2008
included net pre-tax gains of $0.7 million and $1.0 million, respectively, on the sale of
various real estate assets, which is reflected as a reduction of S,G&A.
 Restaurant Segment Overview
   Food Products Segment Overview
   -9-




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Sales
      -10-




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Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    571
    
    
    
    0
    
    
    
    0
    
    
    
    5712nd quarter
    
    
    571
    
    
    
    0
    
    
    
    1
    
    
    
    570Fiscal 20081st quarter
    
    
    579
    
    
    
    0
    
    
    
    0
    
    
    
    5792nd quarter
    
    
    579
    
    
    
    0
    
    
    
    0
    
    
    
    5793rd quarter
    
    
    579
    
    
    
    1
    
    
    
    0
    
    
    
    5804th quarter
    
    
    580
    
    
    
    1
    
    
    
    10
    
    
    
    571
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    132
    
    
    
    3
    
    
    
    0
    
    
    
    1352nd quarter
    
    
    135
    
    
    
    4
    
    
    
    0
    
    
    
    139Fiscal 20081st quarter
    
    
    115
    
    
    
    1
    
    
    
    0
    
    
    
    1162nd quarter
    
    
    116
    
    
    
    2
    
    
    
    0
    
    
    
    1183rd quarter
    
    
    118
    
    
    
    8
    
    
    
    0
    
    
    
    1264th quarter
    
    
    126
    
    
    
    6
    
    
    
    0
    
    
    
    132
  Beginning
    
    Opened
    
    Closed
    
    EndingFiscal 20091st quarter
    
    
    703
    
    
    
    3
    
    
    
    0
    
    
    
    7062nd quarter
    
    
    706
    
    
    
    4
    
    
    
    1
    
    
    
    709Fiscal 20081st quarter
    
    
    694
    
    
    
    1
    
    
    
    0
    
    
    
    6952nd quarter
    
    
    695
    
    
    
    2
    
    
    
    0
    
    
    
    6973rd quarter
    
    
    697
    
    
    
    9
    
    
    
    0
    
    
    
    7064th quarter
    
    
    706
    
    
    
    7
    
    
    
    10
    
    
    
    703
  -11-




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th
 Cost of Sales
    Operating Wage and Fringe Benefit Expenses
    Other Operating Expenses
   -12-




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Selling, General and Administrative Expenses
  Share-Based Payment,
  Interest
  Three Months Ended
    
    
    Six Months Ended(dollars in thousands)
    
    Oct. 24, 2008
    
    
    Oct. 26, 2007
    
    
    Oct. 24, 2008
    
    
    Oct. 26, 2007Gross interest expense:Fixed-rate debt
    
    $
    2,629
    
    
    $
    1,670
    
    
    $
    4,492
    
    
    $
    4,036Variable-rate debt
    
    
    852
    
    
    
    1,142
    
    
    
    1,939
    
    
    
    1,286$
    3,481
    
    
    $
    2,812
    
    
    $
    6,431
    
    
    $
    5,322Gross interest income
    
    
    (47
    )
    
    
    (151
    )
    
    
    (112
    )
    
    
    (444
    )Net interest expense
    
    $
    3,434
    
    
    $
    2,661
    
    
    $
    6,319
    
    
    $
    4,878
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Taxes
  Liquidity and Capital Resources
     BEST Brand Builders
  
    
    Win together as a team
    
    Consistently drive sales growth
    
    Improve margins with an eye on customer satisfaction
    
    Be the BEST at operations execution
    
    Increase returns on invested capital
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Business Outlook
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be
accumulated and communicated to Bob Evans management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure;
    
    information required to be disclosed by Bob Evans in this Quarterly Report on Form 10-Q
and other reports that Bob Evans files or submits under the Exchange Act would be recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms; and
    
    Bob Evans disclosure controls and procedures are effective as of the end of the period
covered by this Quarterly Report on Form 10-Q to ensure that material information relating
to Bob Evans and its consolidated subsidiaries is made known to them, particularly during
the period in which the periodic reports of Bob Evans, including this Quarterly Report on
Form 10-Q, are being prepared.
 Changes in Internal Control over Financial Reporting
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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
  
 ITEM 1A. RISK FACTORS.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
  MaximumTotal Number of
    
    Number of SharesShares Purchased
    
    that May Yet beas Part of Publicly
    
    Purchased UnderTotal Number of
    
    Average Price
    
    Announced Plans
    
    the Plans orPeriod
    
    Shares Purchased
    
    Paid Per Share
    
    or Programs
    
    Programs7/26/08-8/22/08
    
    
    57,682
    
    
    $
    29.44
    
    
    
    57,682
    
    
    
    2,942,3188/23/08-9/19/08
    
    
    46,450
    
    
    $
    28.51
    
    
    
    46,450
    
    
    
    2,895,8689/20/08-10/24/08
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    2,895,868Total
    
    
    104,132
    
    
    $
    29.03
    
    
    
    104,132
    
    
    
    2,895,868
 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 (a)
    
    The Annual Meeting of Stockholders of Bob Evans Farms, Inc.
(the Annual Meeting) was held on Sept. 8, 2008. At the Annual Meeting,
30,882,872 common shares were outstanding and entitled to vote; and 24,970,738,
or 80.9%, of the outstanding common shares entitled to vote were represented in
person or by proxy.(b)
    
    Directors elected at the Annual Meeting:Cheryl L. Krueger
G. Robert Lucas II
Eileen A. Mallesch
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Directors whose term of office continued after the Annual Meeting:
 Larry C. Corbin
    
    Steven A. DavisPaul S. Williams
    
    Michael J. GasserE.W. (Bill) Ingram III
    
    Bryan G. Stockton
 (c)
    
    Matters voted upon at the Annual Meeting:
 FOR
    
    AGAINST
    
    ABSTAIN1) Election of Cheryl L. Krueger
    
    
    21,673,429
    
    
    
    3,261,550
    
    
    
    35,7592) Election of G. Robert Lucas II
    
    
    23,545,200
    
    
    
    1,387,308
    
    
    
    38,2303) Election of Eileen A. Mallesch
    
    
    23,821,648
    
    
    
    1,058,844
    
    
    
    90,2464) Ratification of the selection of
Ernst & Young as the Companys
independent registered public
accounting firm for fiscal 2009
    
    
    24,560,810
    
    
    
    370,042
    
    
    
    39,886
 (d)
    
    Not Applicable
 
 ITEM 5. OTHER INFORMATION.
  
 ITEM 6. EXHIBITS.
 Exhibit No.
    
    Description
    
    Location3.1
    
    Amended and Restated
By-Laws of Bob Evans Farms,
Inc. (As amended November
19, 2008)
    
    Incorporated herein by
reference to Exhibit 3.1 to
the Companys Current
Report on Form 8-K filed
November 24, 2008 (File No.
0-01667)10.1
    
    Line of Credit Note from
BEF Holding Co, Inc. to
JPMorgan Chase Bank, N.A.
dated as of September 30,
2008
    
    Incorporated herein by
reference to Exhibit 10.1
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)10.2
    
    Continuing Guaranty of Bob
Evans Farms, Inc. dated as
of September 30, 2008
    
    Incorporated herein by
reference to Exhibit 10.2
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)10.3
    
    Continuing Guaranty of
Mimis Café, LLC dated as
of September 30, 2008
    
    Incorporated herein by
reference to Exhibit 10.3
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Executive Officer)
    
    Filed herewith
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Exhibit No.
    
    Description
    
    Location31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification
(Principal Executive
Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification
(Principal Financial
Officer)
    
    Filed herewith
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SIGNATURES
  BOB EVANS FARMS, INC.By:
    
    /s/ Steven A. Davis

Steven A. DavisChairman and Chief Executive Officer(Principal Executive Officer)By:
    
    /s/ Donald J. Radkoski*

Donald J. Radkoski*Chief Financial Officer(Principal Financial Officer)
 December 3, 2008

Date
 
 *
    
    Donald J. Radkoski has been duly authorized to sign on behalf of the Registrant as
its principal financial officer. -22-




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Exhibit No.
    
    Description
    
    Location3.1
    
    Amended and Restated
By-Laws of Bob Evans Farms,
Inc. (As amended November
19, 2008)
    
    Incorporated herein by
reference to Exhibit 3.1 to
the Companys Current
Report on Form 8-K filed
November 24, 2008 (File No.
0-01667)10.1
    
    Line of Credit Noted from
BEF Holding Co, Inc. to
JPMorgan Chase Bank, N.A.
dated as of September 30,
2008
    
    Incorporated herein by
reference to Exhibit 10.1
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)10.2
    
    Continuing Guaranty of Bob
Evans Farms, Inc. dated as
of September 30, 2008
    
    Incorporated herein by
reference to Exhibit 10.2
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)10.3
    
    Continuing Guaranty of
Mimis Café LLC dated as of
September 30, 2008
    
    Incorporated herein by
reference to Exhibit 10.3
to the Companys Current
Report on Form 8-K filed
October 6, 2008 (File No.
0-01667)31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Executive Officer)
    
    Filed herewith31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification (Principal
Financial Officer)
    
    Filed herewith32.1
    
    Section 1350 Certification
(Principal Executive
Officer)
    
    Filed herewith32.2
    
    Section 1350 Certification
(Principal Financial
Officer)
    
    Filed herewith
 -23-