<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 July 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 25,925,020 shares
(Class) (Outstanding at
September 7, 1994)
<PAGE>
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed balance sheets -
July 31, 1994 and April 30, 1994 3
Condensed statements of income -
three months ended
July 31, 1994 and 1993 5
Condensed statements of cash flows -
three months ended
July 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>
July 31, April 30,
1994 1994
-------- ---------
<C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 10,038,358 3,151,664
Short-term investments 742,720 8,720,235
Receivables 2,704,882 2,839,900
Inventories 24,698,328 23,754,256
Prepaid expenses 3,426,791 2,903,208
Total current assets 41,611,079 41,369,263
Long-term investments 10,231,724 11,234,304
Other assets 1,137,178 1,259,138
Property and equipment, net of
accumulated depreciation
July 31, 1994, $96,742,130
April 30, 1994, $91,934,088 275,908,375 264,375,171
$328,888,356 318,237,876
----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Notes payable $ 15,000,000 18,500,000
Current maturities of
long-term debt 5,507,286 4,850,875
Accounts payable 44,404,843 37,414,028
Accrued expenses 14,978,071 14,668,791
Income taxes payable 1,515,928 18,928
---------- ----------
Total current liabilities 81,406,128 75,452,622
Long-term debt, net of
current maturities 59,661,017 61,414,871
---------- ----------
Deferred taxes 22,483,000 21,983,000
---------- ----------
Deferred compensation 1,016,612 977,750
---------- ----------
Shareholders' equity
Preferred stock, no par value -- --
Common Stock, no par value 60,887,327 60,887,327
Retained earnings 103,434,272 97,522,306
Total shareholders' equity 164,321,599 158,409,633
----------- -----------
$328,888,356 318,237,876
----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1994 1993
---------------------
(S> <C> <C>
Net sales $221,255,900 193,688,892
Franchise revenue 1,431,628 1,357,190
----------- -----------
222,687,528 195,046,082
----------- -----------
Cost of goods sold 175,384,559 153,519,405
Operating expenses 30,023,811 27,814,797
Depreciation and
amortization 5,276,824 4,303,531
Interest, net 1,504,947 1,647,497
----------- -----------
212,190,141 187,285,230
----------- -----------
Income before income taxes 10,497,387 7,760,852
Federal and state
income taxes 4,067,000 3,006,000
Net income 6,430,387 4,754,852
----------- -----------
Earnings per common
and common equivalent
share $ .25 .21
------------ -----------
Fully diluted earnings
per share $ .25 .20
------------ -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1994 1993
------------------
<S> <C> <C>
Cash flows from operations:
Net income $ 6,430,387 4,754,852
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 5,276,824 4,303,531
Deferred income taxes 500,000 50,000
Changes in assets and liabilities:
Receivables 135,018 (493,984)
Inventories (944,072) (1,863,642)
Prepaid expenses (523,583) (684,365)
Accounts payable 6,990,815 4,373,947
Accrued expenses 309,280 (615,896)
Income taxes payable 1,497,000 2,036,000
Other, net 464,813 335,725
Net cash provided by operations 20,136,482 12,796,168
---------- ----------
Cash flows from investing:
Purchase of property and
equipment (16,879,805) (16,981,782)
Purchase of investments (1,000,000) (5,162,735)
Sale of investments 9,745,881 5,405,660
Net cash used in investing activities (8,133,924) (16,738,857)
---------- -----------
Cash flows from financing:
Payments of long-term debt (1,097,443) (1,197,024)
Net activity of short-term debt (3,500,000) 6,250,000
Payment of cash dividend (518,421) (332,655)
Net cash (used in) provided by
financing activities (5,115,864) 4,720,321
Net increase in cash and
cash equivalents 6,886,694 777,632
Cash and cash equivalents at
beginning of the year 3,151,664 2,121,023
Cash and cash equivalents at
end of the quarter $10,038,358 2,898,655
---------- ----------
</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 July 31, 1994,
and the results of operations for the three months ended
July 31, 1994 and 1993, and changes in cash flows for the
three months ended July 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 volitility 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 materially adverse effect on the Company's
earnings.
<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 July 31, 1994, the Company's ratio of
current assets to current liabilities was .51 to 1. The ratio at
July 31, 1993 and April 30, 1994, was .70 to 1 and .55 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 $7,340,314 (57.4%)
in the three months ended July 31, 1994 from the comparable
period in the prior year, primarily as a result of a larger net
income and a larger increase in accounts payable. Cash flows
from investing and financing in the three months ended July 31,
1994 remained constant. Cash flows in the future are expected to
decrease as a result of the anticipated growth in capital
expenditures.
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 three months of fiscal 1995, the Company
expended $16,879,805 for property and equipment, primarily for
<PAGE>
the construction and remodeling of Company stores, compared to
$16,981,782 for the comparable period in the prior year. The
Company anticipates expending approximately $50,000,000 in fiscal
1995 for construction, acquisition and remodeling of Company
stores, primarily from funds generated by operations, existing
cash and short-term investments and proceeds of the 7.70% Senior
Notes due December 15, 2004 (the "Senior Notes").
As of July 31, 1994, the Company had long-term debt of
$59,661,017, consisting of $28,500,000 of 7.70% Senior Notes,
$15,405,013 of mortgage notes payable, $6,963,444 of unsecured
notes payable and $8,792,560 of capital lease obligations.
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, 1994 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 6-1/4% Convertible Subordinated Debentures (which were
converted into 3,683,064 shares of Common Stock on March 28,
1994) 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.
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 1,485 USTs, of which 1,081
are fiberglass and 404 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. These programs, other than
the State of Iowa, generally 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, 1994 and 1993,
the Company spent approximately $1,814,000 and $2,533,000,
respectively, for assessments and remediation. During the three
months ended July 31, 1994, the Company expended approximately
$314,000 for such purposes. Substantially all of these
expenditures have been submitted for reimbursement from
state-sponsored trust fund programs and as of July 31, 1994,
approximately $3,200,000 has been received from such programs.
The Company has accrued a liability at July 31, 1994, of
approximately $3,200,000 for estimated expenses related to
anticipated corrective actions or remediation efforts, including
relevant legal and consulting costs. Management believes the
Company has no material joint and several environmental liability
with other parties.
<PAGE>
Management of the Company currently estimates that aggregate
capital expenditures for electronic monitoring, cathodic
protection and overfill/spill protection will approximate
$2,000,000 in fiscal 1995 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.
THREE MONTHS ENDED JULY 31, 1994 COMPARED TO THREE MONTHS
ENDED JULY 31, 1993
Net sales for the first quarter of fiscal 1995 increased by
$27,567,008 (14.2%) over the comparable period in fiscal 1994.
Retail gasoline sales increased by $15,606,004 (15.8%) as the
number of gallons sold increased by 15,373,355 (16.3%) while the
average retail price per gallon decreased 0.4%. During this same
period, retail sales of grocery and general merchandise increased
by $10,635,367 (14.1%) due to the addition of 55 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 79.3%
for the first quarter of fiscal 1995, compared to 79.3% for the
comparable period in the prior year. The gross profit margins on
retail gasoline sales decreased (7.6%) during the first quarter
of fiscal 1995 from the first quarter of the prior year (10.4%)
due to the increase in wholesale gasoline costs during the
quarter. The gross profit margin per gallon also decreased (to
$.0792) in the first quarter of fiscal 1995 from the comparable
period in the prior year ($.1089). These factors were offset by
an increase in gross profits on retail sales of grocery and
general merchandise (to 39.7%) from the comparable period in the
prior year (36.6%), resulting from special 25th anniversary
pricing on selected items during June and July of 1993.
Operating expenses as a percentage of net sales were 13.6%
for the first quarter of fiscal 1995 compared to 14.4% for the
comparable period in the prior year. The decrease in operating
expenses as a percentage of net sales was caused primarily by an
increase in the number of gallons sold and an increase in retail
sales of grocery and general merchandise.
Net income increased by $1,675,535 (35.2%). 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, lower operating expenses as a
percentage of net sales and an increased number of stores in
operation for at least three years.
The Financial Accounting Standards Board has issued
Statement 115, "Accounting for Certain Investments in Debt and
Equity Securities." Statement 115, effective for fiscal years
beginning after December 15, 1993, expands the use of fair value
accounting for those securities but retains the use of the
amortized cost method for investments in debt securities that the
reporting enterprise has the positive intent and ability to hold
to maturity. The Company anticipates its short-term and
long-term investments will be classified as "held-to-maturity"
securities and the financial statement impact will not be
material to the financial statements. The Company adopted
Statement 115 in the first quarter of fiscal 1995 on a
prospective basis.
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
The Company is the sole defendant in a class action lawsuit
brought by five Iowa retail gasoline dealers and a trade
association representing independent distributors and retailers
of gasoline products within the State of Iowa, acting 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
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 included therein and raised several
affirmative defenses to said allegations. The Company initially
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 granted plaintiffs' request to certify the lawsuit
as a class action and the Company understands that approximately
50 potential class members formally elected out of the
litigation. A number of the remaining class members ultimately
may be excluded from the class by reason of non-compliance with
discovery requests or at their own request. As a result, the
precise number of class members cannot be ascertained at this
time. Management currently believes that the class as certified
for purposes of trial would most likely include approximately 165
members.
All formal discovery activities (including depositions of
class members) have been completed and on July 13, 1994 the
Company filed a motion for summary judgment seeking the dismissal
of all counts of the Bathke Complaint. The Company maintains,
among other arguments, that plaintiffs cannot establish liability
by "common proof", that the record shows no evidence of the
requisite predatory intent, that it has not been shown that the
Company's prices were below the appropriate measure of cost, that
plaintiffs have not borne their burden to show recoupment and
<PAGE>
that the record contains insufficient evidence of antitrust
injury and damages. The Company also filed alternative motions
to dismiss with prejudice as to certain class members who did not
respond to discovery requests and to decertify the class action.
Oral arguments on the Company's motions were held before the
Court on August 5, 1994. Subsequent thereto, the Court denied
the Company's motion to decertify the class action. At a further
hearing held on September 8, 1994, the Court advised counsel of
the Court's intent to issue its rulings on the Company's motion
for summary judgment and its alternative motion to dismiss as to
certain class members on September 20, 1994. Trial remains 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.
The Company from time to time is a party to other legal
proceedings arising from the conduct of its business operations,
including 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.
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>
4.2 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****
<PAGE>
10.27 Non-Employee Directors' Stock
Option Plan
11 Statement regarding computation
of per share earnings
27 Financial Data Schedule
____________________
** 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.
**** Incorported by reference from the Current Report on Form 8-K
filed Feburary 18, 1994.
(b) There were no reports on Form 8-K filed during the
quarter for which this Report is filed.
<PAGE>
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: September 12, 1994 By: /s/ Douglas K. Shull
------------------------
Douglas K. Shull, Treasurer
(Authorized Officer and
Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- - ----------- ------------ ----
<C> <S> <C>
10.27 Non-Employee Directors'
Stock Option Plan
11 Statement regarding
computation of
per share earnings
27 Financial Data Schedule
</TABLE>
<PAGE>
CASEY'S GENERAL STORES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1. PURPOSE. The purpose of the Casey's General Stores,
Inc. Non-Employee Directors' Stock Option Plan (the "Plan") is to
provide non-employee members of the Board of Directors (the
"Board") of Casey's General Stores, Inc. (the "Company") an
opportunity to acquire shares of the Common Stock of the Company
(the "Common Stock") in consideration for personal services
rendered in their capacity as directors of the Company, and to aid
in attracting and retaining individuals of outstanding abilities
and skills for service on the Board.
2. ADMINISTRATION. The Chief Executive Officer (the "CEO")
of the Company shall administer this Plan in accordance with the
provisions stated herein. Subject to the express provisions of
this Plan, the CEO may interpret the Plan, determine the terms and
conditions of awards to non-employee directors of the Company
under this Plan and make such other determinations as the CEO
shall deem necessary or advisable for the proper administration of
this Plan. The CEO shall not be liable for any action taken or
determination made hereunder in good faith.
3. ELIGIBILITY. Any person who (a) has served as a
non-employee director of the Company during the fiscal year
preceding the Initial Contingent Award Date, the Second Contingent
Award Date or an Annual Award Date (each as defined below) and (b)
is a non-employee director of the Company on the last day of such
fiscal year (an "Eligible Non-Employee Director") shall be awarded
non-qualified options to purchase shares of Common Stock (an
"Option" or "Options") as set forth in Sections 4 and 5 hereof.
4. CONTINGENT AWARDS OF OPTIONS. In consideration for past
services rendered, contingent awards (the "Contingent Awards") of
Options shall be made to each Eligible Non-Employee Director, as
and to the extent set forth in this Section 4, on (i) the date of
adoption of this Plan by the Board (the "Initial Contingent Award
Date") and (ii) May 1, 1995 (the "Second Contingent Award Date").
(a) INITIAL CONTINGENT AWARD. On the Initial Contingent
Award Date, each Eligible Non-Employee Director shall be
awarded an Option to purchase up to a maximum of 5,000 shares
of Common Stock, calculated in accordance with the formula
following:
Number of Option Shares = [Years of continuous service as
a non-employee director x 1,000,
but in no event more than 5,000
shares]
<PAGE>
(b) SECOND CONTINGENT AWARD. On the Second Contingent
Award Date, each Eligible Non-Employee Director shall be
awarded an Option to purchase 1,000 shares of Common Stock.
(c) NO RIGHTS UNTIL SHAREHOLDER APPROVAL OF PLAN. The
Contingent Awards described in this Section 4 shall be made
upon the same terms and conditions as those established in
this Plan for other Options, except that no Eligible
Non-Employee Director shall acquire any rights to exercise
the Options granted thereby or acquire the shares of Common
Stock represented by such Options until such time as this
Plan has been approved by the shareholders of the Company.
5. ANNUAL OPTION AWARDS. In consideration for past services
rendered, on May 1 of each year (the "Annual Award Date")
commencing May 1, 1996, each Eligible Non-Employee Director shall
be awarded an Option to purchase 1,000 shares of Common Stock, so
long as this Plan shall have been approved by the shareholders of
the Company on or before said date.
6. TERMS AND CONDITIONS OF OPTIONS. Each Option granted
hereunder, including the Contingent Awards, shall be evidenced by
a written agreement to be duly executed and delivered by or on
behalf of the Company and the Eligible Non-Employee Director, in
form satisfactory to the CEO.
(a) PRICE OF OPTIONS. The purchase price per share
with respect to each Option granted hereunder, including the
Contingent Awards, shall be the average of the last reported
sale prices of the Common Stock on the last trading day of
each of the twelve months preceding the award of the Option,
as reported on the NASDAQ National Market System (or such
other exchange on which the Common Stock shall then be
listed).
(b) DURATION OF OPTIONS. Options shall be exercisable
at such time and under such conditions as set forth in the
written agreement evidencing such Option, but in no event
shall any Option be exercisable on or after the tenth
anniversary of the date on which the Option is granted.
(c) PAYMENT. Shares of Common Stock purchased under
any Option shall, at the time of purchase, be paid for in
full. Such payment shall be made in cash, by tender of
shares of Common Stock owned by the Eligible Non-Employee
Director valued at the fair market value as of the date of
exercise, or by a combination of cash and shares of Common
Stock. No shares shall be issued or delivered until full
payment therefor has been made.
(d) WITHHOLDING. In the CEO's discretion, the Eligible
Non-Employee Director may be required to pay to the Company
the amount of any taxes required to be withheld with respect
to shares of Common Stock purchased under any Option or, in
lieu thereof, the Company shall have the right to retain the
number of shares of Common Stock whose fair market value on
the date such taxes are required to be withheld equals the
amount required to be so withheld.
(e) RULE 16B-3 SIX-MONTH LIMITATION. To the extent
required in order to comply with Rule 16b-3, promulgated by
the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or any successor rule or
regulation thereto, the underlying shares of Common Stock
acquired pursuant to the exercise of Options under the Plan
may not be disposed of within six months following the award
thereof. In the case of the Contingent Awards, such
six-month period shall not commence to run until such time as
the Plan has been approved by the shareholders of the
Company.
<PAGE>
(f) SHARE CERTIFICATES. All certificates for shares of
Common Stock delivered under the Plan pursuant to the
exercise of any Option shall be subject to such stop transfer
orders and other restrictions as the CEO may deem advisable
under the Plan or the rules, regulations and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which such shares of Common Stock are
listed or traded, and any applicable Federal or State
securities laws, and the CEO may cause a legend to be put on
any such certificates to make appropriate reference to such
restrictions.
7. NON-TRANSFERABILITY OF OPTIONS. During an Eligible
Non-Employee Director's lifetime, all Options awarded hereunder
may be exercised only by the Eligible Non-Employee Director and by
no other person, and the Options shall not be transferable or
assignable by an Eligible Non-Employee Director to any other
person or for any reason, except that the Eligible Non-Employee
Director's legal representatives, trustees or beneficiaries may
exercise Options then currently exercisable by the Eligible
Non-Employee Director as and to the extent provided in Section 8
hereof.
8. DEATH OF ELIGIBLE NON-EMPLOYEE DIRECTOR. Upon the death
of an Eligible Non-Employee Director, his or her Options shall be
exercisable only as to those shares of Common Stock which were
subject to the exercise of such Options at the time of his or her
death, and such Options shall expire unless exercised by his or
her legal representatives, trustees or beneficiaries within twelve
(12) months after the date of his or her death.
9. SHARES RESERVED; ADJUSTMENT.
(a) SHARES RESERVED. Subject to adjustment as provided
herein, the total number of shares of Common Stock available
for awards under the Plan shall not exceed 100,000 shares.
In the event that an Option expires or is terminated
unexercised as to any shares covered thereby, such shares
shall thereafter be again available for issuance pursuant to
the Plan.
(b) ADJUSTMENT. In the event of any change in the
outstanding shares of Common Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other
corporate change, or any distributions to common shareholders
other than cash dividends, the CEO shall make such
substitution or adjustment, if any, as the CEO deems to be
equitable to accomplish fairly the purposes of the Plan and
to preserve the intended benefits thereof to the Eligible
Non-Employee Directors. Such adjustments may be made as to
the number (including the number of shares specified above)
of shares of Common Stock reserved for issuance pursuant to
the Plan, the number of shares of Common Stock subject to
outstanding Options and the Option prices thereof.
10. EFFECTIVE DATE OF THE PLAN. The effective date of the
Plan is August 29, 1994, being the date of the Plan's approval by
the Board; provided, however, that no Option granted hereunder
shall have any force or effect or become exercisable unless or
until the Plan is approved by the shareholders of the Company.
<PAGE>
11. MISCELLANEOUS.
(a) NO OBLIGATION TO EXERCISE OPTIONS. The granting of
an Option shall impose no obligation upon an Eligible Non-Employee
Director to exercise such Option.
(b) TERMINATION AND AMENDMENT OF PLAN. This Plan may
be amended, suspended or terminated by action of the Board
and shall be terminated automatically when all shares of
Common Stock available for Options under the Plan have been
awarded; provided, however, that (i) the provisions of the
Plan may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, or the
rules thereunder, and (ii) if the Plan has been approved by
the shareholders of the Company, any amendment shall be
similarly approved if the amendment would:
(i) materially increase the benefits accruing to
participants under the Plan;
(ii) materially increase the number of securities which
may be issued under the Plan; and
(iii) materially modify the requirements to
eligibility for participation in the Plan.
(c) RIGHTS AS SHAREHOLDER. No Eligible Non-Employee
Director shall have any right or privilege as a shareholder
with respect to the shares of Common Stock acquired through
the exercise of Options granted under this Plan unless and
until certificates for shares of Common Stock are issuable to
him or her.
(d) NO OBLIGATION TO RETAIN. No right of a director to
continue service in that capacity shall be implied from any
action taken or award of Options made under the Plan.
(e) APPLICABLE LAW. All questions pertaining to the validity,
construction and administration of the Plan and Options granted
hereunder shall be governed by laws of the State of Iowa and
construed in accordance therewith, to the extent not otherwise
governed by the Internal Revenue Code or the laws of the
United States.
<PAGE>
Exhibit 11
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended
July 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 25,921,020 22,176,956
Shares applicable to
stock options 79,985 38,372
---------- ----------
26,001,005 22,215,328
Net income $ 6,430,387 4,754,852
---------- ----------
Earnings per common and
common equivalent share $ .25 .21
---------- ----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 6,430,387 4,754,852
Interest savings net of
income taxes on assumed
conversion of convertible
debentures -- 334,961
---------- ----------
Earnings applicable to
fully diluted shares $ 6,430,387 $ 5,089,813
---------- ----------
Average common shares
outstanding 25,921,020 22,176,956
Average common equivalent
shares applicable to
stock options 103,174 55,596
Average common shares issuable
to assumed conversion of
convertible debentures -- 3,684,210
---------- ----------
26,024,194 25,916,762
Earnings per share-fully
diluted basis $ .25 .20
---------- ----------
</TABLE>
[ARTICLE] 5
[NAME] CASEY'S GENERAL STORES
[MULTIPLIER] 1
[CURRENCY] U.S. DOLLARS
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] APR-30-1994
[PERIOD-START] MAY-01-1994
[PERIOD-END] JUL-31-1994
[EXCHANGE-RATE] 1
[CASH] 10,038,358
[SECURITIES] 742,720*<F1>
[RECEIVABLES] 2,704,882
[ALLOWANCES] 0
[INVENTORY] 24,698,328
[CURRENT-ASSETS] 41,611,079
[PP&E] 372,650,505
[DEPRECIATION] 96,742,130
[TOTAL-ASSETS] 328,888,356
[CURRENT-LIABILITIES] 81,406,128
[BONDS] 59,661,017**<F2>
[COMMON] 60,887,327
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 103,434,272***<F3>
[TOTAL-LIABILITY-AND-EQUITY] 328,888,356
[SALES] 221,255,900
[TOTAL-REVENUES] 222,687,528
[CGS] 175,384,559
[TOTAL-COSTS] 175,384,559
[OTHER-EXPENSES] 35,300,635
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 1,504,947
[INCOME-PRETAX] 10,497,387
[INCOME-TAX] 4,067,000
[INCOME-CONTINUING] 6,430,387
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 6,430,387
[EPS-PRIMARY] .25
[EPS-DILUTED] .25
<FN>
<F1>short-term investments
<F2>long-term debt, net of current maturities
<F3>retained earnings
</FN>
</TABLE>
