<PAGE>
VIA EDGAR August 17, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Casey's General Stores, Inc. (0-12788)
Definitive Proxy Materials
Gentlemen:
On behalf of Casey's General Stores, Inc. (the "Company"), we
are transmitting herewith a copy of the Proxy Statement and forms
of Proxy Card and ESOP Instruction Card to be utilized by the
Company in conection with the Annual Meeting of the Company's
shareholders scheduled for September 16, 1994. The Company
expects to commence distribution of these materials to its
shareholders and ESOP participants on or about August 18, 1994,
one day later than initially planned.
The Performance Graph included in the Proxy Statement was
filed on August 15, 1994 on a revised Form SE.
If you have any questions concerning this filing, please don't
hesitate to contact me.
Very truly yours,
/s/ William J. Noth
FOR THE FIRM
WJN:dc
Encl.
cc: Douglas K. Shull (w/o encl.)
</PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
CASEY'S GENERAL STORES, INC.
(Name of Registrant as Specified In Its Charter)
Douglas K. Shull
Treasurer and Chief Financial Officer
Casey's General Stores, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
[Not Applicable]
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
[Not Applicable]
<PAGE>
August 17, 1994
To Our Shareholders:
The Annual Meeting of the shareholders of Casey's General
Stores, Inc., will be held at the Casey's General Stores, Inc.
Corporate Headquarters, One Convenience Blvd., Ankeny,
Iowa, at 10:00 A.M., Iowa time, on Friday, September 16,
1994. The formal Notice of Annual Meeting and Proxy
Statement, which are contained in the following pages, outline
the election of directors to be considered by the shareholders at
the meeting.
It is important that your shares be represented at the
meeting whether or not you are personally able to attend.
Accordingly, we ask that you please sign, date and return
the enclosed Proxy Card promptly. If you later find that
you may be present for the meeting or for any other reason
desire to revoke your proxy, you may do so at any time
before it is voted.
Your copy of the Company's Annual Report for 1994 is also
enclosed. Please read it carefully. It gives you a full report
on the Company's operations for the fiscal year ended April 30,
1994.
We look forward to seeing you at the meeting and thank
you for your continued interest in the Company.
Sincerely,
Donald F. Lamberti
Chief Executive Officer
and Chairman of the Board
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 16, 1994
To the Shareholders of Casey's General Stores, Inc.:
The Annual Meeting of the shareholders of Casey's General
Stores, Inc., an Iowa corporation, will be held at the Casey's
General Stores, Inc. Corporate Headquarters, One Convenience
Boulevard, Ankeny, Iowa, on Friday, September 16, 1994, at
10:00 A.M., Iowa time, for the following purposes:
1. To elect eight members to the Board of Directors
to serve until the next annual election or until
their successors are elected and qualified; and
2. To transact such other business as may properly
come before the meeting or at any adjournment
thereof.
The Board of Directors has fixed the close of business,
August 8, 1994, as the record date for the determination of
shareholders entitled to notice of and to vote at this
meeting and at any and all adjournments thereof. A list of
such holders will be open for examination by any
shareholder, for any purpose germane to the meeting, at the
Company's Corporate Headquarters at the address described
above, for a period of ten days prior to the meeting.
By Order of the Board of Directors,
John G. Harmon
Secretary
August 17, 1994
<PAGE> PROXY STATEMENT
This Proxy Statement and the accompanying proxy card or
voting instruction card (either, the "proxy card") are being
mailed beginning on or about August 17, 1994, to each holder of
record of the Common Stock, no par value (the "Common Stock") of
Casey's General Stores, Inc., One Convenience Blvd., Ankeny,
Iowa 50021 (the "Company") at the close of business on August 8,
1994. Proxies in the form enclosed are solicited by the Board
of Directors of the Company for use at the Annual Meeting of
shareholders to be held at the Casey's General Stores, Inc.
Corporate Headquarters, Ankeny, Iowa, at 10:00 A.M., Iowa time,
on Friday, September 16, 1994.
If the enclosed proxy card is properly executed and
returned, the shares represented thereby will be voted at the
meeting in accordance with the shareholder's instructions. If
no instructions are given, the proxy will be voted FOR the
election as directors of the nominees named herein. A person
giving a proxy may revoke it at any time before it is voted.
Any shareholder attending the meeting may, on request, vote his
or her own shares even though the shareholder has previously
sent in a proxy card. Unless revoked, the shares of Common
Stock represented by proxies will be voted on all matters to be
acted upon at the meeting.
For participants in the Casey's General Stores, Inc.
Employees' Stock Ownership Plan and Trust (the "ESOP"), the
proxy card will also serve as a voting instruction card for
United Missouri Bank, N.A. (the "Trustee"), the trustee of the
ESOP, with respect to the shares held in the participants'
accounts. A participant cannot direct the voting of shares
allocated to the participant's account in the ESOP unless the
proxy card is signed and returned. If proxy cards representing
shares in the ESOP are not returned, those shares will be voted
by the Trustee in the same proportion as the shares for which
signed proxy cards are returned by the other participants in the
ESOP.
The cost of soliciting proxies will be borne by the Company.
The Company expects to solicit proxies primarily by mail.
Proxies may also be solicited personally and by telephone by
certain officers and regular employees of the Company. The
Company may reimburse brokers and their nominees for their
expenses in communicating with the persons for whom they hold
shares of the Company.
So far as the Board of Directors and the management of the
Company are aware, no matters other than those described in this
Proxy Statement will be acted upon at the meeting. If, however,
any other matters properly come before the meeting, it is the
<PAGE>
intention of the persons named in the enclosed proxy to vote the
same in accordance with their judgment on such other matters.
SHARES OUTSTANDING
All share amounts in this Proxy Statement have been
adjusted to give effect to the two-for-one stock split of the
Company's Common Stock declared for shareholders of record on
February 1, 1994 and distributed on February 15, 1994.
On August 8, 1994, the record date for shareholders
entitled to vote at the meeting, there were outstanding
25,925,020 shares of Common Stock, with each such share being
entitled to one vote.
The following table contains information with respect to
each person, including any group, known to the Company to be the
beneficial owner of more than 5% of the Common Stock of the
Company as of the dates indicated below. Except as otherwise
indicated, the persons listed in the table have the voting and
investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
NAME AND AMOUNT
ADDRESS OF AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
OWNER OWNERSHIP OF CLASS
_________________________________________________________________
<S> <C> <C>
United Missouri Bank, N.A.
10th and Grand
Kansas City, MO 64141 2,162,968 (1) 8.34%
Donald F. Lamberti
One Convenience Blvd.
Ankeny, IA 50021 3,170,366 (2) 12.23%
College Retirement
Equities Fund
730 Third Ave.
New York, NY 10017 1,318,800 (3) 5.09%
Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202 1,330,400 (4) 5.13%
</TABLE>
____________________
(footnotes on next page)
<PAGE>
(1) Information is as of July 25, 1994 and consists of shares
held by United Missouri Bank, N.A. as the Trustee of the
ESOP. Under the trust agreement creating the ESOP, the
shares of Common Stock held by the Trustee are voted by
the Trustee in accordance with the participants' directions
or, if no directions are received, in the same manner and
proportion as the Trustee votes shares for which the
Trustee does receive timely instructions. The trust
agreement also contains provisions regarding the allocation
of shares to participants, the vesting of plan benefits and
the disposition of shares. The amount shown includes an
aggregate of 853,596 shares voted by the Trustee in
accordance with the instructions of Messrs. Lamberti,
Lamb, Shull and Harmon as participants in the ESOP.
(2) Information is as of July 25, 1994 and includes 545,494
shares held under the ESOP and allocated to the account of
Mr. Lamberti, over which Mr. Lamberti exercises voting
power. See footnote 1 above.
(3) Information is as of December 31, 1993 and was supplied
by College Retirement Equities Fund, an investment
company.
(4) Information is as of December 31, 1993 and was supplied
by Fiduciary Management, Inc., a registered investment
advisory firm. Such information indicates that Fiduciary
Management, Inc. had sole dispositive power over 1,036,400
shares and shared dispositive power over 294,000 shares.
VOTING PROCEDURES
Under Iowa corporate law and the Company's Restated and
Amended Articles of Incorporation and By-Laws, the holders of
a majority of the issued and outstanding shares of Common
Stock entitled to vote must be present or represented by proxy
in order to constitute a quorum to conduct business at the
meeting. Directors are elected by a majority of the votes cast
by the shares entitled to vote in the election at a meeting at
which a quorum is present. Shares present at the meeting that
are not voted for a nominee or shares present by proxy where
the shareholder properly withheld authority to vote for such
nominee (including broker non-votes) will not be counted toward
such nominee's achievement of a majority.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Eight directors will be elected by the holders of Common
Stock at the Annual Meeting to serve until the next ensuing
Annual Meeting of shareholders or until their respective
successors are elected and qualified. Directors are elected by
a majority of the votes cast by the shares present in person or
represented by proxy at the meeting. All of the nominees have
previously been elected as directors by the holders of the
Company's Common Stock and all such nominees are presently
serving as directors of the Company.
It is intended that all proxies in the accompanying form,
unless contrary instructions are given thereon, will be voted
for the election of all the persons designated by the Board of
Directors as nominees. In case any of the nominees is
unavailable for election, an event which is not anticipated, the
enclosed proxy may be voted for the election of a substitute
nominee.
Additional information regarding these nominees is set forth
below, and the number of shares of Common Stock of the Company
beneficially owned by each of them as of July 25, 1994 is set
forth on pages 8 and 9. Except as may be otherwise expressly
stated, all nominees for directors have been employed in the
capacities indicated for more than five years.
The Board of Directors recommends a vote FOR election of
the nominees as directors of the Company.
DONALD F. LAMBERTI, 56, Chairman of the Board
and Chief Executive Officer of the Company. Mr. Lamberti
co-founded the Company in 1967 and served as its
President from 1975 to 1988, when he assumed his present
position. Mr. Lamberti, a director of the Company since
1967, also serves as a director of Norwest Bank Iowa,
N.A. and National By-Products, Inc. and as a member of
the Board of Trustees of Buena Vista College.
RONALD M. LAMB, 58, President and Chief Operating
Officer of the Company. Mr. Lamb served as a Vice
President of the Company from 1976 until 1987 when he was
elected Chief Operating Officer. He has served as
President of the Company since September 1988. Mr. Lamb
has been a director of the Company since 1981.
<PAGE>
DOUGLAS K. SHULL, 51, Treasurer and Chief
Financial Officer of the Company. Mr. Shull, a director of
the Company since 1987, also serves as a member of the
Board of Directors of Iowa National Bankshares Corp. and
as President of the Board of Trustees of the Des Moines
Area Community College.
JOHN G. HARMON, 40, Corporate Secretary of the
Company. Mr. Harmon has been associated with the
Company since 1976 and has served as a director since
1987.
JOHN R. FITZGIBBON, 72, consultant and former
Vice Chairman and Chief Executive Officer of First Group
Companies and former Chief Executive Officer of Iowa-Des
Moines National Bank (currently Norwest Bank Iowa, N.A.).
Mr. Fitzgibbon, a director of the Company since 1983, also
serves as a member of the Board of Directors of the Iowa
Student Loan Liquidity Corporation and as Chairman of the
Des Moines International Airport Board.
GEORGE A. DOERNER, 76, retired Iowa Agency
Manager, The Equitable Life Assurance Society of the
United States. Mr. Doerner has served as a director of
the Company since 1983.
KENNETH H. HAYNIE, 61, President of Ahlers,
Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., a law
firm. Mr. Haynie, a director of the Company since 1987,
also serves as a member of the Board of Trustees of the
Orchard Place Foundation.
JOHN P. TAYLOR, 47, Chairman and Chief Executive
Officer of Taylor Ball (formerly known as
Ringland-Johnson-Crowley), a general construction
contractor. Mr. Taylor served as President of Taylor Ball
from 1983 to 1992, when he assumed his present position.
Mr. Taylor also serves as a director of West Des Moines
State Bank, Allied Group Inc., Allied Life Insurance
Company and three wholly-owned property and casualty
insurance subsidiaries of Allied Group, Inc.
MEETINGS AND COMMITTEES
The Board of Directors held seven meetings during the fiscal
year ended April 30, 1994. At intervals between formal
meetings, members of the Board are provided with various items
of information regarding the Company's operations and are
frequently consulted on an informal basis with respect to
pending business. Each member of the Board of Directors
attended 75% or more of the aggregate number of Board meetings
and meetings of committees on which he served, except Mr.
Doerner who attended 70% of such meetings.
<PAGE>
The Company's Second Amended and Restated Bylaws (the
"Bylaws") established four standing committees of the Board of
Directors: the Executive Committee, the Audit Committee, the
Compensation Committee and the Nominating Committee. In
addition, the Bylaws authorize the Board of Directors to
establish other committees for selected purposes.
One such other committee, the Shareholder Ad Hoc Committee,
was established during the 1994 fiscal year for the purpose of
reviewing the Exercise Price of the Company's Common Share
Purchase Rights and making recommendations with respect thereto.
This Committee, consisting of Messrs. Fitzgibbon, Taylor and
Doerner, met twice during the fiscal year ended April 30, 1994.
The Executive Committee, presently consisting of Messrs.
Lamberti, Lamb, Fitzgibbon and Doerner, is authorized, within
certain limitations, to exercise the power and authority of the
Board of Directors between meetings of the full Board. The
Committee met twice during the fiscal year ended April 30, 1994.
The principal functions of the Audit Committee, presently
consisting of Messrs. Shull, Fitzgibbon, Doerner and Haynie, are
the recommendation to the Board of Directors of an independent
public accounting firm to be the Company's auditors, and the
approval of the audit arrangements and audit results. The
Committee met twice during the fiscal year ended April 30, 1994.
The principal functions of the Compensation Committee,
presently consisting of Messrs. Fitzgibbon, Taylor, Doerner and
Haynie, are to review management's evaluation of the performance
of the Company's officers and their compensation arrangements
and to make recommendations to the Board of Directors concerning
the compensation of the Company's executive officers and outside
directors. The Committee met four times and acted by unanimous
consent on one other occasion during the fiscal year ended April
30, 1994.
The Nominating Committee, presently consisting of Messrs.
Lamberti, Lamb, Shull and Harmon, generally reviews the
qualifications of candidates proposed for nomination and
recommends to the Board candidates for election at the Annual
Meeting of shareholders. The Committee met once during the
fiscal year ended April 30, 1994.
Shareholders may nominate director candidates for election
pursuant to procedures set forth in the Company's By-laws. To
make such nominations, shareholders must deliver written notice
thereof to the Secretary of the Company not later than (i) with
respect to an election to be held at an Annual Meeting of
shareholders, at least 30 days, but not more than 90 days, prior
to the anniversary date of the record date set for the
immediately preceding Annual Meeting of shareholders, and (ii)
<PAGE>
with respect to an election to be held at a special meeting of
shareholders, the close of business on the seventh day following
the date on which notice of such meeting is first given to
shareholders. The notice must set forth certain information
concerning such shareholder and the shareholder's nominee(s),
including their names and addresses, a representation that the
shareholder is entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice, a description of all
arrangements or understandings between the shareholder and each
nominee, such other information as would be required to be
included in a proxy statement soliciting proxies for the
election of the nominees of such shareholder and the consent of
each nominee to serve as a director of the Company if so
elected. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.
COMPENSATION OF DIRECTORS
During the fiscal year ended April 30, 1994, each
non-employee director was paid an annual cash retainer fee of
$7,500 plus a meeting fee of $500 for each Board, committee or
shareholders' meeting attended. The Company also pays the
premiums on a directors' and officers' liability insurance
policy insuring all directors.
In addition, see "Compensation Committee Interlocks and
Insider Participation" on page 18 herein for information
concerning the temporary use of Company office space during the
1994 fiscal year by Kenneth H. Haynie, a director of the
Company, and other members and staff of his law firm.
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of July 25, 1994, the
beneficial ownership of shares of the Company's Common Stock,
the only class of capital stock outstanding, by the current
directors of the Company and the executive officers named in the
Summary Compensation Table herein, and all directors and
executive officers as a group. Except as otherwise indicated,
the shareholders listed in the table have the voting and
investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
TOTAL AMOUNT
NAME OF SHARES AND NATURE
BENEFICIAL DIRECT SUBJECT TO ESOP OF BENEFICIAL PERCENT
OWNER OWNERSHIP OPTIONS(1) SHARES(2) OWNERSHIP (3) OF CLASS
________________ _________ __________ _________ _____________ _________
<S> <C> <C> <C> <C> <C>
Donald F. Lamberti 2,624,872 - 0 - 545,494 3,170,366 12.23%
Ronald M. Lamb 421,500 - 0 - 253,378 674,878 2.60%
Douglas K. Shull - 0 - 130,000 2,208 132,208 *
John G. Harmon - 0 - 20,000 52,516 72,516 *
John R. Fitzgibbon 61,860 - 0 - - 0 - 61,860 *
George A. Doerner 12,028(4) - 0 - - 0 - 12,028 *
Kenneth H. Haynie 27,631(5) - 0 - - 0 - 428,831 (6) 1.65%
John P. Taylor 8,000 - 0 - - 0 - 8,000 *
All executive officers
and directors
as a group
(8 persons) 3,126,944 150,000 853,596 4,560,687 17.59%
</TABLE>
_______________
* Less than 1%
(1) Amounts shown (which are included in the totals) are
subject to acquisition through exercise of stock
options granted under the 1991 Incentive Stock Option
Plan (or the predecessor plan) and cannot be presently
voted by the executive officers holding the options.
See "EXECUTIVE COMPENSATION -- Option Grants and
Exercises" on pages 14 and 15 herein.
__________________________________
(additional footnotes on next page)
<PAGE>
(2) The amounts shown (which are included in the totals) consist of
shares allocated to the named executive officers' accounts in the
ESOP as of April 30, 1994 over which the officer exercises voting
power. See Footnote 1 to the table set forth under the heading
"SHARES OUTSTANDING" on page 3 herein.
(3) Except as otherwise indicated, the amounts shown are the aggregate
numbers of shares attributable to the shareholders' direct
ownership of shares, shares subject to options and ESOP shares.
(4) The amount shown includes 1,788 shares owned by Mr. Doerner's
spouse.
(5) The amount shown consists of 7,000 shares owned by Mr. Haynie's
spouse and 20,631 shares jointly owned by Mr. Haynie and his
spouse.
(6) The amount shown consists 400,000 shares held by the Lamberti
Family Trust, for which Mr. Haynie acts as co-trustee with shared
voting and dispositive power, and 1,200 shares of Common Stock
owned by one of Mr. Haynie's children, both as to which Mr.
Haynie disclaims beneficial ownership.
VOTING TRUST AGREEMENT
Messrs. Lamberti and Lamb are parties to a voting trust
agreement that will become effective upon the date of death of
the first of such shareholders. Under the voting trust
agreement, the shareholders have agreed to deposit all of the
shares of Common Stock of the Company beneficially owned by them
("Voting Shares") with the survivors of Messrs. Lamberti and
Lamb, and their successors, as voting trustees. Upon the
effectiveness of the voting trust, the voting trustees generally
will be entitled to vote the Voting Shares in their discretion
in accordance with the determination of a majority of the voting
trustees. However, in order to approve certain extraordinary
corporate actions, such as the merger of the Company into any
other company, the voting trustees will be required to obtain
the prior affirmative vote of the holders of voting trust
certificates representing not less than two-thirds of the Voting
Shares. Unless earlier terminated by the vote of all of the
voting trustees or of holders of voting trust certificates
repre-senting at least three-quarters of the Voting Shares, the
agreement will terminate upon the expiration of three years
after the effective date of the voting trust.
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the
"Committee"), composed of three outside directors, is
responsible for evaluating the performance of management and
determining the annual compensation to be paid to the Company's
chief executive officer and the executive officers named in the
Summary Compensation Table. The Committee also administers the
1991 Incentive Stock Option Plan (the "1991 Option Plan").
OBJECTIVES
The Committee's executive compensation policies are designed
to attract, motivate and retain executives who will contribute
to the long-term success of the Company, and to reward
executives for achieving both short-term and long-term strategic
goals of the Company. The Company is committed to providing a
fair and competitive pay package to all employees. Compensation
for executive officers is linked directly to the Company's
financial performance as well as the attainment of each
executive officer's individual performance goals. As a result,
a substantial portion of each executive officer's total
compensation is intended to be variable and to relate to and be
contingent upon the financial performance of the Company, as
well as each executive officer's job performance.
Each year, typically in August, the Committee reviews the
Company's executive compensation program and approves individual
salary levels and performance goals for all executive officers
and other senior Company personnel. The Committee also makes
any determinations with respect to the award of stock options
under the 1991 Option Plan at that time. In 1992, this review
included a report from an independent compensation consultant
concerning the terms of the Company's employment agreements with
its executive officers and the level of salaries and benefits
provided therein.
EXECUTIVE OFFICER COMPENSATION
As has been the practice in recent years, the three
principal components of the Company's executive compensation
program during the 1994 fiscal year were base salary, annual
incentive payments and stock options.
BASE SALARY. Base salaries for executive officers of the
Company are determined primarily on the basis of each executive
officer's job description and corresponding responsibilities,
rather than on the basis of job titles or comparisons with
executive officers at comparably sized companies. The Company
<PAGE>
has established only four executive officer positions and, as a
result, the Committee believes that the Company's executive
officers generally assume more extensive responsibilities than
those found in similar positions with comparably sized
companies. The base salary of each executive officer is set
forth in the officer's employment agreement with the Company and
may be adjusted during the terms thereof with the consent of the
officer.
ANNUAL INCENTIVE PAYMENTS. The Company's executive
officers (as well as its Vice Presidents) annually participate
in an incentive compensation bonus pool. Bonus awards are made
only if the Company achieves specific performance targets in
earnings per share established each year by the Committee, with
the amount of the bonus increasing as earnings per share
increase above the levels specified by the Committee. The
purpose of the bonus award is to reward superior performance by
the Company's executive officers that has resulted in the
Company achieving certain financial performance levels. During
the 1994 fiscal year, each of the Company's executive officers
received the maximum bonus award for which he was eligible
under the levels established by the Committee.
STOCK OPTIONS. Stock options may be granted to executive
officers and other key employees of the Company under the terms
of the 1991 Option Plan. The size of stock option awards is
based primarily on individual performance and the individual's
responsibilities and position with the Company. The 1991 Option
Plan is designed to assist the Company in attracting, retaining
and motivating executive officers and other key employees. The
stock options are also designed to align the interests of the
executive officers and other key employees with those of the
Company's shareholders. The stock options are granted with an
exercise price equal to the fair market value of the Company's
Common Stock on the date of grant. This approach encourages the
creation of shareholder value over the long-term, in that no
benefit is realized from the stock option grants unless the
price of the Company's Common Stock rises over a number of
years. During the 1994 fiscal year, the Committee granted
options to purchase an aggregate of 220,000 shares to a total of
71 employees, including two of the executive officers and each
of the Company's five Vice Presidents.
ADDITIONAL COMPENSATION AND BENEFITS. The Company's
compensation of executive officers includes certain other
benefits. Each executive officer is entitled to receive
additional compensation in the form of payments, allocations, or
accruals under various benefit plans, consisting primarily of
contributions to the Company's 401(k) plan and employee stock
ownership plan. The Committee believes that these plans are an
integral part of the overall compensation program of the
Company.
<PAGE>
CHIEF EXECUTIVE OFFICER. Mr. Lamberti's compensation for
the fiscal year ended April 30, 1994 was determined in
accordance with the above policies and in light of his
employment agreement with the Company. No adjustment was made
to Mr. Lamberti's base salary during 1994. Mr. Lamberti earned
$200,000 in annual bonus for performance in the 1994 fiscal year
based upon the Company's ability to achieve specified financial
performance targets in earnings per share established by the
Committee at the beginning of the fiscal year.
OTHER. The Committee is aware of the limitations placed
recently on the deductibility of compensation in excess of $1
million which is earned by an executive officer in any year.
None of the executive officers earned compensation that would
be subject to such limitations, but the Committee will continue
to monitor developments in this area.
COMPENSATION COMMITTEE
John R. Fitzgibbon, Chairman
George A. Doerner
Kenneth H. Haynie
John P. Taylor
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation earned or awarded for the last three fiscal years
to the chief executive officer and the three other most highly
compensated executive officers of the Company whose compensation
(based on the total of the amounts required to be shown in the
salary and bonus columns of such table) exceeded $100,000.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL COMPENSATION COMPENSATION
POSITION(1) YEAR SALARY($) BONUS($) ($) OPTIONS(#) ($) (2)
<S> <S> <C> <C> <C> <C> <C>
Donald F. Lamberti
Chairman 1994 $250,000 $200,000 $2,444 0 $3,681
and 1993 250,000 200,000 2,444 0 3,293
Chief 1992 250,000 200,000 2,444 0 3,378
Executive
Officer
Ronald M. Lamb
President 1994 $250,000 $200,000 $ 836 0 $3,681
and Chief 1993 250,000 200,000 965 0 3,293
Operating 1992 250,000 200,000 1,352 0 3,378
Officer
Douglas K. Shull
Treasurer 1994 $119,000 $ 80,000 $2,248 10,000 $5,521
and Chief 1993 117,000 80,000 2,248 0 5,207
Financial 1992 117,000 80,000 2,248 10,000 5,369
Officer
John G. Harmon
Secretary 1994 $ 98,334 $ 80,000 $1,789 10,00 $4,778
1993 95,000 80,000 1,789 0 4,444
1992 95,000 80,000 1,789 10,000 4,587
</TABLE>
______________________
(1) The Company has only four executive officers for whom individualized
pay disclosure is required under the rules of the Securities and
Exchange Commission.
(2) The amount shown for each named executive officer is the total of the
Company's contributions to the Company's 401(k) plan, in which all
employees are eligible to participate, and contributions to the ESOP.
For the year ended April 30, 1994, the Company contributed $2,380 and
$1,967 to the 401(k) plan on behalf of Messrs. Shull and Harmon,
respectively (neither Mr. Lamberti nor Mr. Lamb participate in such plan)
Company's contributions to the ESOP for the named executive officers were
Mr. Lamberti, $3,681; Mr. Lamb, $3,681; Mr. Shull, $3,141; and Mr. Harmon,
$2,811.
<PAGE>
OPTION GRANTS AND EXERCISES
The following tables summarize, for the fiscal year ended April
30, 1994, option grants to and option exercises by the executive
officers named in the Summary Compensation Table under the Company's
1991 Incentive Stock Option Plan, and the value of the options held
by such persons at April 30, 1994:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
- - --------------------------------------------------------------------------------------------
<CAPTION>
PERCENT
OF TOTAL
OPTIONS
OPTIONS GRANTED EXERCISE EXPIRA-
GRANTED TO EMPLOYEES PRICE TION 5% 10%
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE ($) ($)
- - --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald F. Lamberti -0- -- -- -- -- --
Ronald M. Lamb -0- -- -- -- -- --
Douglas K. Shull 10,000 4.5% $10.25 9-1-2003 $64,460 $163,360
John G. Harmon 10,000 4.5% $10.25 9-1-2003 $64,460 $163,360
</TABLE>
___________________
(1) Stock options have no value on the date of grant because the exercise
price per share is equal to the market price per share of the
Company's Common Stock on the date the option is granted. A stock
option has value to the optionee in the future only if the market
price of the Company's Common Stock at the time the option is
exercised exceeds the exercise price.
(2) The dollar amounts under the 5% and 10% Columns are the result of
calculations required by the Securities and Exchange Commission and
should not be viewed as, and are not intended to be, a forecast of
possible future appreciation in the Company's stock price.
<PAGE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR-END YEAR-END
SHARES VALUE EXERCISABLE/ EXERCISABLE/
ACQUIRED ON REALIZED UNEXERCISABLE UNEXERCISABLE
NAME EXERCISE (#) ($) (#)(IN SHARES) (IN DOLLARS)
- - ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald F. Lamberti 0 0 0/0 0/0
Ronald M.Lamb 0 0 0/0 0/0
Douglas K. Shull 0 0 130,000/0 $453,125/0
John G. Harmon 0 0 20,000/0 $ 67,500/0
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
Effective as of March 2, 1992, the Company entered into
employment agreements with each of Messrs. Lamberti, Lamb, Shull
and Harmon. The agreements with Messrs. Lamberti, Lamb and Shull
are for terms of five years (with automatic renewal terms of
three years in the case of Messrs. Lamberti and Lamb) and the
agreement with Mr. Harmon was for a term of three years. On June
20, 1994, the Board of Directors approved of an extension of the
Company's contract with Mr. Harmon, on essentially the same terms
as those approved in 1992, for a period expiring on March 1,
1997. The term of employment for Messrs. Shull and Harmon would
be extended for a three year period in the event of a "change of
control" (as defined in the agreements) of the Company.
Each of the agreements with the executive officers continues
their levels of responsibility on an equivalent basis to the
duties performed by each of them prior to the effective date of
the agreement. The agreements with Messrs. Lamberti and Lamb
provide that each such executive officer will receive
compensation exclusive of bonuses at the rate of $250,000 per
year or such other amount as the Company and the officer mutually
shall agree. In the case of Messrs. Shull and Harmon, the
agreements provide for compensation exclusive of bonuses at the
rates of $120,000 and $100,000, respectively, or such other
amounts as the Company and the officers shall agree upon.
<PAGE>
In each case, the officer's employment may be terminated as a
result of death, disability, cause or "good reason", both before
or following any change in control of the Company. For this
purpose, good reason is generally defined as a diminution in
compensation or level of responsibility, forced relocation to
another area, or the failure to continue employment upon the
stated terms and conditions.
Under the agreements, the death of either Messrs. Lamberti or
Lamb would obligate the Company to pay their surviving spouse the
officer's salary for a period of 24 months, after which the
spouse would receive monthly benefits equal to one-half of the
officer's retirement benefits for period of 20 years or until the
spouse's death, whichever occurs first. A similar obligation
would arise in the event of the death of either Messrs. Shull or
Harmon, except at the period during which full salary would be
paid would be 12 rather than 24 months. In the event either
Messrs. Lamberti or Lamb become disabled, the officer would be
entitled to disability benefits equal to one-half of their annual
salary until they reach age 65 or are no longer disabled or until
their death, whichever occurs first. In the event they recover
from their disability, retirement benefits would be paid
thereafter until death. Neither Messrs. Shull nor Harmon are
entitled to receive any disability payments under their
agreements with the Company. In the event of termination for
cause (or other than for good reason), each of the four officers
is entitled to receive their salary to the date of termination.
In the event an officer terminates employment for good reason,
the Company would be obligated to pay such officer (i) his salary
through the date of termination, (ii) a portion of the highest
annual bonus received during the three previous fiscal years, if
any, (iii) a payment equal to 2.0 times the sum of the officer's
salary and bonus allocation, (iv) all compensation previously
deferred and (v) the present value of their retirement benefits,
if any. Certain employee benefits also would be continued for a
two-year period following the date of termination. If an officer
terminates employment for good reason within three years
following a change of control, the Company would be obligated to
pay such officer as it would for a "good reason" termination
described above, except that the multiple would be 3.0 times the
sum of the officer's salary and bonus allocation rather than 2.0
times. Similarly, certain employee benefits also would be
continued for a three-year period following the date of
termination. In the event of such a termination, the Company
would be obligated to take into account the golden parachute tax
provisions of the Internal Revenue Code of 1986 and may be
required to adjust the payment amount to avoid an adverse tax
result to the officer as a result of receiving the foregoing
amounts.
<PAGE>
Each agreement further provides for the voluntary retirement
of the officer at age 65, or upon reaching 59 years of age and
having completed 25 years of employment with the Company,
following which an officer would be entitled to receive an annual
retirement benefit equal to one-half of his most recent salary
payable until his death. The Board of Directors may extend an
officer's employment on a year-to-year basis following age 65,
and each officer is expected to hold themselves available at the
written request of the Board of Directors to consult and advise
with the officers and directors of the Company.
COMPARATIVE STOCK PERFORMANCE*
The Performance Graph set forth below compares the
cumulative total shareholder return on the Company's Common
Stock for the last five fiscal years with the cumulative total
return on the Russell 2000 Index and a peer group index based on
the common stock of the following three companies: Dairy Mart
Convenience Stores, Uni-Marts Incorporated and Sunshine Jr.
Stores Incorporated. The cumulative total shareholder return
computations set forth in the Performance Graph assume the
investment of $100 in the Company's Common Stock and each index
on April 30, 1989, and reinvestment of all dividends. The total
shareholder returns shown are not necessarily indicative of
future returns.
[Performance Graph filed on Form SE]
* The peer group index reflected on the above Performance Graph does not
include Circle K Corp., a company that was included in the peer group
index set forth in the Proxy Statement for the 1993 Annual Meeting of the
Company's shareholders. The Company understands that Circle K Corp.
ceased active trading and public reporting in November 1993 and is now a
privately held concern, and that the information necessary to include
the same in the peer group index is no longer publicly available.
<PAGE>
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors
determines annually the compensation to be paid to the Company's
Chief Executive Officer and other executive officers, including
the executive officers named in the Summary Compensation Table.
The Compensation Committee members are John R. Fitzgibbon
(Chairman), John P. Taylor, George A. Doerner and Kenneth H.
Haynie. Mr. Haynie is a shareholder and President of Ahlers,
Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., a law firm in
Des Moines, Iowa. The Company retained this law firm during
fiscal 1994 for legal services and expects to retain such firm in
the current fiscal year.
During the flooding that struck Des Moines in July 1993, the
Company permitted Mr. Haynie and several lawyers and staff
members with his law firm to utilize office and working space in
the Company's Corporate Headquarters as their temporary office
facilities while the law firm's offices were inaccessible. Such
usage extended for a period of approximately six weeks. No
specific rental arrangements for such use were ever formalized,
and no independent determination was made of the fair market
value thereof. In September 1993 the law firm paid the Company
$1,500 as a rental fee and reimbursed the Company $642 for
postage and facsimile charges incurred during the period.
<PAGE>
CERTAIN TRANSACTIONS
At one store location, the Company is currently a sublessee
of a trust created by Mr. Lamberti for the benefit of his heirs.
The trust is irrevocable for federal income tax purposes, and
Mr. Lamberti exercises no incidents of ownership over it. Following the
December 1, 1984, dissolution of a corporation beneficially owned by
Mr. Lamberti, the trust succeeded to the interest in the lease with the
Company.The trust currently owns the building at that location and itself
leases the real estate at that location from another trust. The Company's
sublease originally commenced on October 1, 1977, for a term of 10 years
<PAGE>
and provided for a fixed monthly rental payment of $1,300 and
payment of an amount equal to 1% of sales by the leased store.
In December 1984, the Company's sublease was extended until
September 30, 1997 for the same rental. The amounts received by
the trust under the lease during the past three fiscal years were
$20,639 in fiscal 1992, $24,565 in fiscal 1993 and $34,903 in
fiscal 1994. The Company does not intend to lease additional
store sites or buildings from affiliated persons.
During fiscal 1994, the Company leased its former
headquarters site and building, primarily for storage purposes,
from a general partnership (Broadway Distributing Co.) composed
of the Company (50%), Mr. Lamberti (25%) and Walter J. Carlson
(25%), a former director and officer of the Company. The
property was leased under the terms of a 15-year lease that
commenced on January 1, 1978 and terminated on December 31, 1992,
and provided for an annual rental of $54,000 plus the payment by
the Company of all property taxes. The Company has continued to
occupy the property following termination of the lease as a
tenant at will and has subleased a portion of the same to a local
government agency. The Company has paid $64,800 in rentals under
the lease during each of the past three fiscal years.
<PAGE>
AUDITORS
KPMG Peat Marwick was engaged by the Company to serve as its
auditors for fiscal 1994. Representatives of KPMG Peat Marwick
will be in attendance at the Annual Meeting to be held on
September 16, 1994, and will be available to respond to
appropriate questions and may make a statement if they so
desire.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the
Annual Meeting of shareholders in 1995 must be received by the
Company by April 14, 1995 in order to be eligible for inclusion
in the proxy statement and proxy card relating to such meeting.
ANNUAL REPORT
The Company's 1994 Annual Report is being mailed to
shareholders with this Proxy Statement. The Company will
provide without charge to each shareholder, on written request,
a copy of the Company's Annual Report on Form 10-K for the year
1994, including the financial statements and schedules thereto,
filed with the Securities and Exchange Commission. If a
shareholder requests copies of any exhibits to such Form 10-K,
the Company will require the payment of a fee covering its
reasonable expenses. A written request should be addressed to
the Corporate Secretary, Casey's General Stores, Inc., One
Convenience Blvd., Ankeny, Iowa 50021-0845.
<PAGE>
By Order of the Board of Directors,
John G. Harmon
Secretary
August 17, 1994
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
<PAGE>
CASEY'S GENERAL STORES, INC. PROXY
ONE CONVENIENCE BOULEVARD
ANKENY, IOWA 50021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO]
The undersigned hereby appoints Donald F. Lamberti and Ronald
M. Lamb as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Casey's General Stores,
Inc. held of record by the undersigned on August 8, 1994 at the
Annual Meeting of shareholders to be held on September 16, 1994,
or any adjournment thereof.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
__
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
__
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the box next to the nominee's
name below.)
__ __
__ Donald F. Lamberti __ Ronald M. Lamb
__ __
__ Douglas K. Shull __ John G. Harmon
__ __
__ John R. Fitzgibbon __ George A. Doerner
__ __
__ Kenneth H. Haynie __ John P. Taylor
2. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
meeting.
(To be signed on the other side.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
DATED: _____________________, 1994
___________________________________
Signature
___________________________________
Signature if held jointly
Please sign exactly as name appears.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
CASEY'S GENERAL STORES, INC. INSTRUCTION
ONE CONVENIENCE BOULEVARD CARD
ANKENY, IOWA 50021
[LOGO]
INSTRUCTIONS TO: United Missouri Bank, n.a., as Trustee of the
Fifth Amended and Restated Casey's General
Stores, Inc. Employees' Stock Ownership Plan
and Trust (the "ESOP").
I hereby direct that the voting rights pertaining to all
shares of Common Stock of Casey's General Stores, Inc. held by the
Trustee and allocated to my account in the ESOP shall be exercised
at the Annual Meeting of the shareholders of Casey's General
Stores, Inc. to be held on September 16, 1994, or at any
adjournment of such meeting, in accordance with the instructions
below, in voting upon the election of Directors and on any other
business that may properly come before the meeting.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
__
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
__
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the box next to the nominee's name
below.)
__ __
__ Donald F. Lamberti __ Ronald M. Lamb
__ __
__ Douglas K. Shull __ John G. Harmon
__ __
__ John R. Fitzgibbon __ George A. Doerner
__ __
__ Kenneth H. Haynie __ John P. Taylor
2. In its discretion, the Trustee is authorized to vote upon
such other business as may properly come before the meeting.
(To be signed on the other side.)
<PAGE>
CASEY'S GENERAL STORES, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
You are entitled to direct the voting of the total number of
shares of Common Stock of Casey's General Stores, Inc. allocated
to your account in the ESOP through August 8, 1994, the record
date for voting at the September 16, 1994 Annual Meeting of
shareholders, if your completed and signed Instruction Card is
received by the Trustee no later than September 14, 1994. If your
voting instructions are not timely received by the Trustee, the
shares allocated to your account and the other shares held by the
Trustee for which no instructions were timely received will be
voted by the Trustee in the same manner and proportion as the
Trustee votes shares for which the Trustee does receive timely
instructions.
DATED: _____________________, 1994
___________________________________
Participant's Signature
(Please sign exactly as your name
appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
