<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED JANUARY 31, 1994
COMMISSION FILE NUMBER 0-12788
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE CONVENIENCE BLVD., ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515)965-6100
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES__X____ NO_______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
COMMON STOCK, NO PAR VALUE 22,238,061 shares
(Class) (Outstanding at March 3, 1994)
<PAGE>
CASEY'S GENERAL STORES, INC.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Condensed balance sheets -
January 31, 1994 and April 30, 1993 3
Condensed statements of income -
three and nine months ended
January 31, 1994 and 1993 5
Condensed statements of cash flows -
nine months ended
January 31, 1994 and 1993 6
Notes to condensed financial statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 12
Item 6. Exhibits and Reports on Form 8-K. 13
SIGNATURE 15
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
CASEY'S GENERAL STORES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
January 31, April 30,
1994 1993
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 4,072,289 2,121,023
Short-term investments 12,803,936 15,964,340
Receivables 2,277,594 2,147,641
Inventories 21,636,833 25,728,476
Prepaid expenses 564,729 551,891
Total current assets 41,355,381 46,513,371
Long-term investments 9,234,304 14,497,648
Other assets 2,119,113 2,384,484
Property and equipment, net of
accumulated depreciation
January 31, 1994, $87,490,977
April 30, 1993, $76,244,255 257,574,802 217,381,339
Total assets $310,283,600 280,776,842
----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Notes payable $ 22,500,000 12,750,000
Current maturities of
long-term debt 2,842,771 2,826,764
Accounts payable 34,283,607 31,442,803
Accrued expenses 7,808,009 8,110,667
Income taxes payable 1,559,546 326,046
---------- ----------
Total current liabilities 68,993,933 55,456,280
---------- ----------
Long-term debt, net of
current maturities 99,415,185 98,956,360
---------- ----------
Deferred taxes 19,516,000 17,566,000
---------- ----------
Deferred compensation 938,888 822,302
---------- ----------
Stockholders' equity
Preferred stock, no par value -- --
Common Stock, no par value 25,861,412 25,435,693
Retained earnings 95,558,182 82,540,207
---------- ----------
Total stockholders' equity 121,419,594 107,975,900
----------- -----------
$310,283,600 280,776,842
----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
1994 1993 1994 1993
------------------ ------------------
<S> <C> <C>
Net sales $172,621,185 158,346,994 553,274,834 511,522,501
Franchise revenue 1,206,955 1,131,995 3,904,648 3,768,087
----------- ----------- ----------- -----------
173,828,140 159,478,989 557,179,482 515,290,588
----------- ----------- ----------- -----------
Cost of goods sold 132,603,330 124,119,569 431,977,799 403,655,183
Operating expenses 28,219,221 25,028,457 83,687,846 77,314,577
Depreciation and
amortization 4,803,186 4,043,038 13,618,070 11,743,939
Interest, net 1,593,983 1,216,090 4,739,710 3,727,743
----------- ----------- ----------- -----------
167,219,720 154,407,154 534,023,425 496,441,442
----------- ----------- ----------- -----------
6,608,420 5,071,835 23,156,057 18,849,146
Federal and state
income taxes 2,561,000 1,924,000 8,973,000 7,163,000
----------- ----------- ----------- -----------
Net income $ 4,047,420 3,147,835 14,183,057 11,686,146
----------- ----------- ----------- -----------
Earnings per common
and common equivalent
share $ .18 .14 .64 .53
----------- ----------- ----------- -----------
Fully diluted earnings
per share $ .17 .13 .58 .49
----------- ----------- ----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
1994 1993
------------------
<S> <C> <C>
Cash flows from operations:
Net income $14,183,057 11,686,146
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 13,618,070 11,743,939
Deferred income taxes 1,950,000 1,650,000
Changes in assets and liabilities:
Receivables (129,953) 398,851
Inventories 4,091,643 (2,020,065)
Prepaid expenses (12,838) (44,867)
Accounts payable 2,840,804 2,544,587
Accrued expenses (302,658) (647,586)
Income taxes 1,233,500 780,553
Other, net 964,894 500,972
---------- ----------
Net cash provided by operations 38,436,519 26,592,530
Cash flows from investing:
Purchase of property and equipment (51,155,278) (40,185,255)
Purchase of investments (7,179,357) (4,496,370)
Sale of investments 15,389,667 4,213,590
Proceeds from exercise of
stock options 425,719 70,187
Payment of cash dividend (1,165,081) (997,077)
---------- -----------
Net cash used in investing activities (43,684,330) (41,394,925)
Cash flows from financing:
Proceeds from long-term debt --- 9,000,000
Payments of long-term debt (2,550,923) (1,740,814)
Net activity of short-term debt 9,750,000 7,250,000
--------- ---------
Net cash provided by
financing activities 7,199,077 14,509,186
---------- ----------
Net increase (decrease) in cash
and cash equivalents 1,951,266 (293,209)
Cash and cash equivalents at
beginning of the year 2,121,023 1,526,644
--------- -----------
Cash and cash equivalents at
end of the quarter $ 4,072,289 1,233,435
---------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying condensed
financial statements (unaudited) contain all adjustments
(consisting of only normal recurring accruals) necessary to
present fairly the financial position as of January 31, 1994,
and the results of operations for the three months and nine
months ended January 31, 1994 and 1993, and changes in cash
flows for the nine months ended January 31, 1994 and 1993.
2. Sales generally are strongest during the Company's first
quarter (May-July) and weakest during its fourth quarter
(February-April). In the warmer months customers tend to
purchase greater quantities of gasoline and certain
convenience items, such as beer, soft drinks and ice. Due to
the continuing emphasis on high-margin, freshly prepared food
items, however, the Company's net sales and net income (with
the exception of the fourth quarter) have become somewhat
less seasonal in recent years.
3. Retail gasoline profit margins have a substantial impact on
the Company's net income. Profit margins on gasoline sales
can be adversely affected by factors beyond the control of
the Company, including over-supply in the retail gasoline
market, uncertainty or volatility in the wholesale gasoline
market (such as that experienced in fiscal 1991 as a result
of the Persian Gulf crisis) and price competition from other
gasoline marketers. Any substantial decrease in profit
margins on retail gasoline sales or the number of gallons
sold could have a material adverse effect on the Company's
earnings.
4. All earnings per share numbers have been adjusted to reflect
the two-for-one split of the Company's Common Stock declared
for shareholders of record on February 1, 1994 and paid on
February 15, 1994.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Casey's derives its revenue from the retail sale of food
(including freshly prepared foods such as pizza, donuts and
sandwiches), beverages and non-food products such as health and
beauty aids, tobacco products, automotive products and gasoline by
Company stores and from the wholesale sale of certain grocery and
general merchandise items and gasoline to franchised stores. The
Company also generates revenues from continuing monthly royalties
based on sales by franchised stores, sign and facade rental fees
and the provision of certain maintenance, transportation and
construction services to the Company's franchisees. A typical
store is generally not profitable for its first year of operation
due to start-up costs and will usually attain representative
levels of sales and profits during its third year of operation.
Due to the nature of the Company's business, most sales are
for cash, and cash provided by operations is the Company's primary
source of liquidity. The Company finances its inventory purchases
primarily from normal trade credit aided by the relatively rapid
turnover of inventory. This turnover allows the Company to
conduct its operations without large amounts of cash and working
capital. As of January 31, 1994, the Company's ratio of current
assets to current liabilities was .60 to 1. The ratio at January
31, 1993 and April 30, 1993, was .61 to 1 and .84 to 1,
respectively. Management believes that the Company's current
$25,000,000 bank lines of credit (aggregate amount), together with
cash flow from operations, will be sufficient to satisfy the
working capital needs of its business.
Net cash provided by operations increased $11,843,989 (44.5%)
in the nine months ended January 31, 1994 from the comparable
period in the prior year, primarily as a result of increased net
income, depreciation and accounts payable and a decrease in
inventories. Cash flows from investing and financing in the nine
months ended January 31, 1994 decreased, primarily as a result of
increased capital expenditures. Cash flows in the future are
expected to decrease as a result of the anticipated growth in
capital expenditures.
<PAGE>
Capital expenditures represent the single largest use of
Company funds. Management believes that by reinvesting in Company
stores, the Company will be better able to respond to competitive
challenges and increase operating efficiencies. During the first
nine months of fiscal 1994, the Company expended $51,155,278 for
property and equipment, primarily for the construction and
remodeling of Company stores, compared to $40,185,255 for the
comparable period in the prior year. The Company anticipates
expending approximately $60,000,000 in fiscal 1994 for
construction, acquisition and remodeling of Company stores,
primarily from funds generated by operations, existing cash and
short-term investments.
As of January 31, 1994, the Company had long-term debt of
$99,415,185, consisting of $35,000,000 of 6.25% Convertible
Subordinated Debentures due May 1, 2012 (the "Debentures"),
$30,000,000 of 7.70% Senior Notes due December 15, 2004 (the
"Senior Notes"), $17,282,570 of mortgage notes payable, $7,875,000
of unsecured notes payable and $9,257,615 of capital lease
obligations.
Interest on the Debentures is payable semiannually on May 1
and November 1 of each year. The Debentures are convertible at
any time prior to maturity, unless previously redeemed by the
Company, into shares of Common Stock at a conversion price of
$9.50 per share. The Debentures have been called for redemption
on March 28, 1994, and are convertible at any time prior to the
close of business on March 25, 1994 into shares of Common Stock at
a conversion price of $9.50 per share. See Part II, Item 6(b)
hereof.
Interest on the Senior Notes is payable on the 15th day of
each month at the rate of 7.70% per annum. Principal of the
Senior Notes matures in forty quarterly installments beginning
March 15, 1995. The Company may prepay the Senior Notes in whole
or in part at any time in an amount of not less than $1,000,000 or
integral multiples of $100,000 in excess thereof at a redemption
price calculated in accordance with the Note Agreement dated as of
February 1, 1993 between the Company and the Purchasers of the
Senior Notes.
To date, the Company has funded capital expenditures
primarily from the proceeds of the sale of Common Stock, issuance
of the Debentures and the Senior Notes, a mortgage note, unsecured
notes payable and through funds generated from operations. Future
capital needs required to finance operations, improvements and the
anticipated growth in the number of Company stores are expected to
be met from cash generated by operations, existing cash,
short-term and long-term investments and additional long-term debt
or other securities as circumstances may dictate, and are not
expected to adversely affect liquidity.
<PAGE>
The United States Environmental Protection Agency and several
states, including Iowa, have established requirements for owners
and operators of underground gasoline storage tanks (USTs) with
regard to (i) maintenance of leak detection, corrosion protection
and overfill/spill protection systems; (ii) upgrade of existing
tanks; (iii) actions required in the event of a detected leak;
(iv) prevention of leakage through tank closings; and (v) required
gasoline inventory recordkeeping. Since 1984, new Company stores
have been equipped with non-corroding fiberglass USTs, including
many with double-wall construction, over-fill protection and
electronic tank monitoring, and the Company has an active
inspection and renovation program with respect to its older USTs.
The Company currently has 1,424 USTs, of which 1,005 are
fiberglass and 419 are steel. Management believes that its
existing gasoline procedures and planned capital expenditures will
continue to keep the Company in substantial compliance with all
current federal and state UST regulations.
Several of the states in which the Company does business have
trust fund programs with provisions for sharing or reimbursing
corrective action or remediation costs incurred by UST owners,
including the Company. Most of these programs are in the early
stages of operation and the extent of available coverage or
reimbursement under such programs for costs incurred by the
Company is not fully known at this time. In each of the years
ended April 30, 1992 and 1993, the Company spent approximately
$1,241,000 and $2,533,000, respectively, for assessments and
remediation. During the nine months ended January 31, 1994, the
Company expended approximately $1,532,000 for such purposes.
Substantially all of these expenditures have been submitted for
reimbursement from state-sponsored trust fund programs and as of
January 31, 1994, approximately $2,800,000 has been received from
such programs. The Company has accrued a liability at January 31,
1994, of approximately $2,800,000 for estimated net expenses
related to anticipated corrective actions or remediation efforts.
Management of the Company currently estimates that aggregate
capital expenditures for electronic monitoring, cathodic
protection and overfill/spill protection will approximate
$2,100,000 in fiscal 1994 through December 23, 1998, in order to
comply with the existing UST regulations. Additional regulations,
or amendments to the existing UST regulations, could result in
future revisions to such estimated expenditures. Such
expenditures are expected to be funded as described above, and are
not expected to adversely affect liquidity.
<PAGE>
THREE MONTHS ENDED JANUARY 31, 1994 COMPARED TO THREE MONTHS
ENDED JANUARY 31, 1993
Net sales for the third quarter of fiscal 1994 increased by
$14,274,191 (9.0%) over the comparable period in fiscal 1993.
Retail gasoline sales increased by $6,864,526 (8.2%) as the number
of gallons sold increased by 9,911,966 (11.9%) and the average
retail price per gallon decreased 3.3%. During this same period,
retail sales of grocery and general merchandise increased by
$13,229,995 (9.3%) due to the addition of 45 new Company Stores
and a greater number of stores in operation for at least three
years.
Cost of goods sold as a percentage of net sales was 76.8% for
the third quarter of fiscal 1994, compared to 78.4% for the
comparable period in the prior year. This result occurred because
the gross profit margins on retail gasoline sales increased
(12.5%) during the third quarter of fiscal 1994 from the third
quarter of the prior year (9.7%) due to a decrease in wholesale
gasoline costs during the quarter. In addition, the gross profit
margin per gallon increased (to $.1217) in the third quarter of
fiscal 1994 from the comparable period in the prior year ($.0983),
and gross profits on retail sales of grocery and general
merchandise increased (to 41.4%) from the comparable period in the
prior year (40.7%).
Operating expenses as a percentage of net sales were 16.3%
for the third quarter of fiscal 1994 compared to 15.8% for the
comparable period in the prior year. The increase in operating
expenses as a percentage of net sales was caused primarily by
lower wholesale gasoline costs.
Net income increased by $899,585 (28.6%). The increase in
net income was attributable primarily to the increase in gross
profit margins on retail sales of grocery and general merchandise,
an increase in the number of gallons of gasoline sold, an increase
in gross profit margins on retail sales of gasoline and an
increased number of stores in operation for at least three years.
NINE MONTHS ENDED JANUARY 31, 1994 COMPARED TO NINE MONTHS
ENDED JANUARY 31, 1993
Net sales for the first nine months of fiscal 1994 increased
by $41,752,333 (8.2%) over the comparable period in fiscal 1993.
Retail gasoline sales increased by $19,457,369 (7.3%) as the
number of gallons sold increased by 28,959,354 (11.5%) and the
average retail price per gallon decreased 3.7%. During this same
period, retail sales of grocery and general merchandise increased
by $18,644,783 (9.6%) due to the addition of 45 new Company stores
and a greater number of stores in operation for at least three
years.
<PAGE>
Costs of goods sold as a percentage of net sales was 78.1%
for the first nine months of fiscal 1994 compared to 78.9% for the
comparable period in the prior year. This result occurred because
the gross profit margins on retail gasoline sales increased
(11.1%) during the first nine months of fiscal 1994 from the
comparable period in the prior year (8.5%) due to a decrease in
wholesale gasoline costs during the period. The gross profit
margin per gallon increased (to $.1132) in the first nine months
of fiscal 1994 from the comparable period in the prior year
($.0894). However, gross profits on retail sales of grocery and
general merchandise, particularly those on cigarettes, beer and
soft drinks, decreased (to 39.1%) from the comparable period in
the prior year (40.8%) due to more competitive pricing levels and
special 25th anniversary pricing on selected items during June and
July.
Operating expenses as a percentage of net sales were 15.1%
for the first nine months of fiscal 1994 compared to 15.1% for the
comparable period in the prior year. Operating expenses as a
percentage of net sales remained constant primarily because
increases in the number of gallons of gasoline sold and in retail
sales of grocery and general merchandise were offset by lower
wholesale gasoline costs.
Net income increased by $2,496,911 (21.4%). The increase in
net income was attributable primarily to the increase in retail
sales of grocery and general merchandise, an increase in the
number of gallons of gasoline sold, an increase in gross profit
margins on retail sales of gasoline and an increased number of
stores in operation at least three years.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
The Company is the sole defendant in a class action lawsuit
brought in December 1990 by five Iowa retail gasoline dealers and
a trade association representing independent distributors and
retailers of gasoline products within the State of Iowa, on
behalf of a class of such dealers. The Amended and Substituted
Complaint - Class Action (the "Bathke Complaint"), filed in the
United States District Court for the Southern District of Iowa
(GILBERT BATHKE, ET. AL. V. CASEY'S GENERAL STORES, INC., Civil
No. 4-90-CV-80658), alleges that by selling gasoline at "very low
prices which are supported by higher prices charged for the same
petroleum products in other markets," the Company violated
federal anti-trust laws (specifically, Section 2(a) of the
<PAGE>
Robinson-Patman Act and Section 2 of the Sherman Act) and State
of Iowa unfair price discrimination laws. The Bathke Complaint
seeks as relief a permanent injunction enjoining such practices,
unspecified monetary damages (to be trebled as provided by law)
and attorneys' fees.
In its Answer to the Bathke Complaint, the Company denied
the material allegations of the plaintiffs and raised several
affirmative defenses to the allegations set forth therein. The
Company also attempted to have the case dismissed on
jurisdictional grounds, but the Company's motion to that effect
was overruled in an Order dated March 31, 1992.
The Court has granted plaintiffs' request to certify the
lawsuit as a class action and ordered that notice of the class
certification and the right to participate as class members be
sent to potential class members. The Company understands that
approximately 50 potential class members formally elected out of
the litigation, and believes this matter therefore will proceed
to trial as a class action brought by the approximately 350-400
class members who did not formally elect out. Potential class
members who elected out of the class are not precluded from
joining the Bathke litigation as additional parties-plaintiff or
from bringing a separate action for damages.
Counsel for plaintiffs and the Company are currently engaged
in formal discovery activities (including depositions of class
members) and trial currently is set to begin on October 17, 1994.
Management does not believe that the Company is liable to
plaintiffs for the conduct complained of and intends to contest
the matter vigorously. Counsel for the Company has advised
management that they expect to file a motion for summary judgment
prior to trial.
The Company from time to time also is a party to other legal
proceedings arising from the conduct of its business operations,
including but not limited to proceedings relating to personal
injury and employment claims, disputes under franchise agreements
and claims by state and federal regulatory authorities relating
to the sale of products pursuant to state or federal licenses or
permits. Management does not believe that the potential
liability of the Company with respect to such other proceedings
pending as of the date of this Form 10-Q is material in the
aggregate.
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed with this Report or,
if so indicated, incorporated by reference:
<TABLE>
<CAPTION>
Exhibit
No. Description
-------- -----------
<C> <S>
4.1 Indenture between Casey's General
Stores, Inc. and United Missouri
Bank of Kansas City, N.A., as
Trustee*
4.1(a) Notice of Total Redemption****
4.2 Rights Agreement between Casey's
General Stores, Inc. and United
Missouri Bank of Kansas City,
N.A., as Rights Agent** and
amendment thereto***
4.3 Note Agreement between Casey's
General Stores, Inc. and
Principal Mutual Life Insurance
Company and Nippon Life Insurance
Company of America*****
10.19(a) Amendment to 1991 Incentive Stock
Option Plan
11 Statement regarding computation of
per share earnings
</TABLE>
____________________
* Incorporated by reference from the Registration Statement on
Form 8-A (0-12788) filed September 15, 1987 relating to
$35,000,000 principal amount of 6-1/4% Convertible
Subordinated Debentures due May 1, 2012.
** Incorporated by reference from the Registration Statement on
Form 8-A (0-12788) filed June 19, 1989 relating to Common
Share Purchase Rights.
*** Incorporated by reference from the Form 8 (Amendment No. 1
to the foregoing Registration Statement on Form 8-A) filed
September 10, 1990.
**** Incorporated by reference from the Form 8-K filed February
24, 1994.
***** Incorporated by reference from the Form 8-K filed February
18, 1993.
<PAGE>
(b) On December 23, 1993, the Company filed a Current
Report on Form 8-K with respect to the two-for-one
stock split of the Common Stock of the Company for
shareholders of record on February 1, 1994. There were
no other reports on Form 8-K filed during the three
months ended January 31, 1994.
On February 25, 1994, the Company filed a Current
Report on Form 8-K with respect to the call for
redemption of the outstanding 6-1/4% Convertible
Subordinated Debentures due May 1, 2012.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: March 16, 1994 BY: /s/ Douglas K. Shull
----------------------------
Douglas K. Shull, Treasurer
(Authorized Officer and
Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
10.19(a) Amendment to 1991 17
Incentive Stock Option
Plan
11 Statement regarding 18
computation of
per share earnings
</TABLE>
<PAGE>
Exhibit 10.19(a)
AMENDMENT TO CASEY'S GENERAL STORES, INC.
1991 INCENTIVE STOCK OPTION PLAN
THIS AMENDMENT TO CASEY'S GENERAL STORES, INC. 1991
INCENTIVE STOCK OPTION PLAN is made and entered into this 1st day
of February, 1994, by Casey's General Stores, Inc., an Iowa
corporation.
WHEREAS, the Board of Directors of Casey's General Stores,
Inc. (the "Corporation") has authorized a two-for-one stock split
in the form of a 100% stock dividend for each share of the Common
Stock of the Corporation held by shareholders of record on
February 1, 1994; and
WHEREAS, the Board of Directors further has approved the
amendment of the 1991 Incentive Stock Option Plan (the "Plan") to
provide that the number of shares as to which options may at any
time be granted under the Plan be increased from 473,416 shares to
946,832 shares of Common Stock of the Corporation, in accordance
with Section 5.2 and Article XIII of the Plan, so as to reflect
the two-for-one stock split in the form of a 100% stock dividend.
NOW, THEREFORE, it is agreed that Section 5.1 of the
Plan be and is hereby deleted and the following paragraph be
substituted as a new Section 5.1 thereof:
5.1. There shall be reserved for issuance pursuant to
the Plan a total of Nine Hundred Forty Six Thousand Eight
Hundred Thirty Two (946,832) shares of Common Stock, together
with any shares that may become available for grant under the
terms of the Plan by reason of forfeitures or otherwise. In
the event that (i) an Option expires or is terminated
unexercised as to any shares covered thereby, or (ii) shares
are forfeited for any reason under the Plan, such shares
shall thereafter be again available for issuance pursuant to
the Plan.
CASEY'S GENERAL STORES, INC.
By: /s/ Ronald M. Lamb
Ronald M. Lamb,
President and Chief Operating
Officer
ATTEST:
/s/ John G. Harmon
John G. Harmon, Secretary
<PAGE>
Exhibit 11
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended
January 31,
1994 1993
--------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 22,226,790 22,164,290
Shares applicable to
stock options 79,036 43,362
---------- ----------
22,305,826 22,207,652
---------- ----------
Net income $ 4,047,420 3,147,835
---------- ----------
Earnings per common and
common equivalent share $ .18 .44
---------- ----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 4,047,420 3,147,835
Interest savings net of income
taxes on assumed conversion
of convertible debentures 334,961 339,063
---------- ----------
Earnings applicable to
fully diluted shares $ 4,382,381 3,486,898
---------- ----------
Average common shares outstanding 22,226,790 22,164,290
Average common equivalent shares
applicable to stock options 89,314 38,320
Average common shares issuable
to assumed conversion of
convertible debentures 3,684,210 3,684,210
---------- ----------
26,000,314 25,886,820
---------- ----------
Earnings per share-fully
diluted basis $ .17 .13
---------- ----------
</TABLE>
<PAGE>
Exhibit 11
(continued)
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
1994 1993
------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 22,199,400 22,159,178
Shares applicable to
stock options 65,322 30,000
---------- ----------
22,264,722 22,189,178
---------- ----------
Net income $ 14,183,057 11,686,146
---------- ----------
Earnings per common and
common equivalent share $ .64 .53
---------- ----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 14,183,057 11,686,146
Interest savings net of income
taxes on assumed conversion
of convertible debentures 1,004,883 1,017,188
---------- ----------
Earnings applicable to
fully diluted shares $ 15,187,940 12,703,334
---------- ----------
Average common shares outstanding 22,199,400 22,159,178
Average common equivalent shares
applicable to stock options 100,190 39,486
Average common shares issuable
to assumed conversion of
convertible debentures 3,684,210 3,684,210
---------- ----------
25,983,800 25,882,874
---------- ----------
Earnings per share-fully
diluted basis $ .58 .49
---------- ----------
</TABLE>
