SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 17, 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)
NONE
(Former name, former address
if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
At a special meeting held on February 17, 1994, the
Executive Committee of the Board of Directors of Casey's General
Stores, Inc. (the "Company"), acting pursuant to authority
previously delegated by the Board of Directors, determined to
exercise the Company's option to redeem in whole its 6-1/4%
Convertible Subordinated Debentures due May 1, 2012, originally
issued on February 19, 1987 in the aggregate principal amount of
$35,000,000 (the "Debentures"), and called all outstanding
Debentures for redemption on March 28, 1994 (the "Redemption
Date"). The Debentures are being redeemed at a redemption price
equal to 102.5% of the principal amount thereof ($1,025 for each
$1,000 of principal amount so redeemed), plus accrued interest
to the Redemption Date (the "Redemption Price"). Unless the
Company defaults in making the redemption payment, interest on
the Debentures ceases to accrue on and after the Redemption Date
and the only remaining right of a holder of the Debentures is to
receive payment of the Redemption Price upon surrender of the
Debentures to United Missouri Bank, N.A. (the "Trustee"), as
Paying Agent under the Indenture dated as of February 19, 1987
(the "Indenture") between the Company and the Trustee. The
Debentures must be surrendered to the Trustee to collect the
Redemption Price.
As an alternative to collecting the Redemption Price, the
holder of any Debenture has the right to convert the principal
amount thereof (or any portion thereof that is an integral
multiple of $1,000) into whole shares of Common Stock of the
Company, at the conversion price of $9.50 of the principal
amount of the Debentures for each share (the "Conversion
Price"), until the close of business on March 25, 1994 (the
"Conversion Expiration Date"), at which time the right to
convert Debentures shall terminate. The number of shares
issuable upon conversion of a Debenture is determined by
dividing the principal amount of the Debentures converted by the
Conversion Price. If only a portion of the Debentures are
converted, the remaining portion will be redeemed. Upon
conversion, no payment or adjustment will be made for accrued
interest on a converted Debenture or for dividends or
distributions on shares of Common Stock issued upon conversion
of a Debenture.
In accordance with Section 4.03 of the Indenture, no
fractional shares will be issued upon conversion. In lieu
thereof, the Company will pay an amount in cash based upon the
current market price of the Common Stock on the trading day
prior to the date of conversion. As provided in Section 4.06(d)
of the Indenture, the current market price per share of Common
Stock on any date shall be deemed to be the average of the daily
closing sale prices of the Common Stock on NASDAQ for thirty
consecutive trading days commencing forty-five trading days
before the day in question.
<PAGE>
Item 6. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<C> <S>
4.1(a) Notice of Total Redemption of
Casey's General Stores, Inc.
6-1/4% Convertible Subordinated
Debentures due May 1, 2012,
dated as of February 24, 1994
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 12 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: February 25, 1994 By: /s/ Douglas K. Shull
--------------------------
Douglas K. Shull
Treasurer and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
<C> <S> <C>
4.1(a) Notice of Redemption of 5
Casey's General Stores, Inc.
6-1/4% Convertible Subordinated
Debentures due May 1, 2012,
dated as of February 24, 1994
<PAGE>
Exhibit 4.1(a)
NOTICE OF TOTAL REDEMPTION
OF
CASEY'S GENERAL STORES, INC.
6-1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE MAY 1, 2012
CUSIP No. 147528 AA1*
The conversion privilege expires at 4:30 p.m.,
Central Standard Time, on March 25, 1994.
Notice is hereby given that, pursuant to the provisions of
the Indenture dated as of February 19, 1987 (the "Indenture")
between Casey's General Stores, Inc. (the "Company") and United
Missouri Bank, N.A. as Trustee, relating to the Company's 6-1/4%
Convertible Subordinated Debentures due May 1, 2012 (the
"Debentures"), the Company has called for redemption on March
28, 1994 (the "Redemption Date") all outstanding Debentures at a
redemption price of $1,025 per $1,000 principal amount of
Debentures, together with accrued and unpaid interest on and
after November 1, 1993 to the Redemption Date of $25.69 per
$1,000 principal amount, for a total redemption price of
$1,050.69 per $1,000 principal amount of Debentures. Payment of
the total redemption price will be made on or after the
Redemption Date upon presentation and surrender of Debentures to
United Missouri Bank, N.A., the Paying Agent and the Conversion
Agent (the "Agent"), at the address set forth below under
"Manner of Conversion." On and after the Redemption Date,
interest will cease to accrue and holders of Debentures will not
have any rights as holders other than the right to receive
payment of the total redemption price upon surrender of their
Debentures. At any time prior to 4:30 p.m., Central Standard
Time, on March 25, 1994 (the "Conversion Expiration Date"), the
business day immediately preceding the Redemption Date, the
Debentures are convertible into shares of the Company's Common
Stock (the "Common Stock"), at the conversion price of $9.50 per
share and in the manner described in the Debentures and
summarized below.
ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES
Holders of the Debentures ("Holders") have the following
alternatives:
1. CONVERSION OF DEBENTURES INTO COMMON STOCK. The
Debentures are convertible at the option of the Holder at any
time prior to 4:30 p.m., Central Standard Time, on the
<PAGE>
Conversion Expiration Date, into approximately 105.26 shares of
Common Stock for each $1,000 principal amount of Debentures
(representing a conversion price of $9.50 per share). Accrued
interest from November 1, 1993 to the date of conversion will
not be paid upon conversion of Debentures. No fractional shares
of Common Stock will be issued upon conversion. If conversion
would result in issuance of a fractional share of Common Stock,
an amount equivalent to the value of such fractional share will
be paid by the Company in cash (rounded to the nearest cent).
Such amount will be determined on the basis of the current
market price of the Common Stock on the trading day prior to the
date of conversion. For this purpose, the current market price
per share of Common Stock on any date shall be deemed to be the
average of the daily closing sale prices of the Common Stock on
NASDAQ for 30 consecutive trading days commencing 45 trading
days before the day in question. If more than one Debenture
shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be
issuable upon conversion thereof shall be computed on the basis
of the aggregate principal amount of the Debentures so
surrendered. On the basis of the closing sale price of the
Common stock on NASDAQ on February 18, 1994 of $12.37 per share,
a Holder who converted $1,000 principal amount of Debentures on
such date would have received Common stock having a market value
of $1,302.59 (including cash in lieu of any fractional share).
So long as the market price of the Common Stock is greater
than $9.98 per share, a Holder who converts Debentures will
receive Common Stock with a market value, plus cash in lieu of
any fractional share, greater than the amount of cash the Holder
would otherwise be entitled to receive upon redemption (as
described below). It should be noted, however, that the price
of the Common Stock received upon conversion will fluctuate in
the market, so that the Holder may receive more or less than
$9.98 per share upon the sale of the Common Stock the Holder
receives on conversion. Also, the Holder may incur various
expenses of sale if the Common Stock is sold. Holders of
Debentures are urged to obtain current market quotations for the
Common Stock. The conversion privilege expires at 4:30 p.m.,
Central Standard Time, on March 25, 1994, the Conversion
Expiration Date.
2. REDEMPTION OF DEBENTURES ON MARCH 28, 1994. Any
Debentures which have not been duly surrendered for conversion,
as described in "Manner of Conversion" below, will be redeemed
on the Redemption Date. Upon redemption, a Holder will receive
$1,050.69 per $1,000 principal amount of Debentures (consisting
of a redemption price of $1,025.00 per $1,000 principal amount
plus accrued and unpaid interest thereon from November 1, 1993
to the Redemption Date of $25.69). On and after the Redemption
Date, interest will cease to accrue and Holders of Debentures
will not have any rights as Holders other than the right to
receive $1,050.69 per $1,000 principal amount of Debentures,
without additional interest, upon surrender of their Debentures.
<PAGE>
3. SALE OF DEBENTURES THROUGH ORDINARY BROKERAGE
TRANSACTIONS. Sales of Debentures may be made through open
market brokerage transactions, but Holders should be aware that
NASDAQ policies may suspend or restrict the trading of the
Debentures before the Redemption Date. If the sale of a
Debenture is made sufficiently in advance of the Redemption
Date, a buyer thereof may convert the Debenture into Common
Stock or sell or redeem the Debenture in the manner described
above. Holders of Debentures who wish to make sales should
consult with their own brokers concerning whether their
Debentures can or should be sold in the open market.
Manner of Conversion
To convert Debentures into Common Stock, the Holder thereof
must surrender such Debentures prior to 4:30 p.m., Central
Standard Time, on March 25, 1994 to the Agent, at the following
address:
IF BY MAIL: IF BY HAND OR OVERNIGHT MAIL:
United Missouri Bank, N.A. United Missouri Bank, N.A.
Securities Transfer Division Securities Transfer Division
P.O. Box 410064 928 Grand Avenue
928 Grand Avenue 13th Floor
Kansas City, Missouri Kansas City, Missouri
64141-0064 64141-0064
Such surrender of any Debenture must be accompanied by written
notice of election to convert in the form provided on the
reverse side of such Debenture, duly executed (the "Conversion
Notice"). Such Conversion Notice must also state the name or
names, together with the address or addresses, in which the
certificate or certificates for shares of Common Stock which
shall be issuable upon such conversion shall be issued, if
different from the registered Holder. Each Debenture
surrendered for conversion must be accompanied by proper
assignments thereof to the Company or in blank for transfer and
any requisite federal or state transfer tax stamps. The
Conversion Notice that must be given to the Agent may be
provided by surrendering Debentures accompanied by the properly
completed Letter of Transmittal in the form provided herewith to
all registered Holders of Debentures. The Holder's signature on
any Conversion Notice on the reverse of a Debenture or in a
Letter of Transmittal must be guaranteed by an eligible
guarantor institution which is a member of one of the following
recognized signature guarantee programs: the Securities
Transfer Agents Medallion Program (STAMP), the New York Stock
Exchange Medallion Signature Program (MSP) or the Stock
Exchanges Medallion Program (SEMP). Holders should inquire of
such eligible guarantor institutions sufficiently in advance of
the Conversion Expiration Date whether there are any dollar
limitations on the principal amount of Debentures with respect
<PAGE>
to which signatures may be guaranteed by such institutions. The
Conversion Notice, once given to the Agent, is not revocable.
As promptly as practicable after the surrender of a Debenture as
aforesaid, the Company shall deliver to the Holder at the office
of the Agent, or on the Holder's written order, a certificate or
certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debenture or portion
thereof and a check in an amount equivalent to the value of any
fractional share otherwise issuable upon such conversion.
No adjustment shall be made for interest accrued on and
after November 1, 1993 on Debentures surrendered for conversion
or for dividends on any Common Stock delivered upon such
conversion.
The Debentures may be converted into Common Stock only by
surrender of Debentures, together with the Conversion Notice
described above, to the Agent prior to 4:30 p.m., Central
Standard Time, on March 25, 1994. Since it is the time of
receipt, not the time of mailing, that determines whether
Debentures have been properly surrendered for conversion,
sufficient time should be allowed for the required documents to
be received by the Agent prior to 4:30 p.m., Central Standard
Time, on March 25, 1994.
Any Debentures which have not been properly surrendered to
the Agent for conversion by 4:30 p.m., Central Standard Time, on
March 25, 1994, will be automatically redeemed as set forth
above.
If the Holder elects to convert a portion of the Debentures
being delivered and does not specify the portion to be
converted, the delivery of Debentures with the Letter of
Transmittal prior to 4:30 p.m., Central Standard Time, on the
Conversion Expiration Date, will be treated by the Trustee and
the Agent as instructions to convert all such Debentures into
shares of Common Stock. If no choice is indicated on the Letter
of Transmittal as to whether Debentures are to be redeemed or
converted, the Debentures will be redeemed as set forth above.
Manner of Redemption
To receive the redemption price specified above for any
Debentures being redeemed, the Holder thereof must present and
surrender such Debentures to the Agent at the address set forth
above under "Manner of Conversion."
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a general summary of certain of
the anticipated federal income tax consequences of the
conversion, redemption or sale of the Debentures. This
discussion is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), existing and proposed regulations
<PAGE>
thereunder, and current administrative rulings and court
decisions.
This discussion is for general information only, and does
not address the federal income tax considerations that may be
relevant to particular Holders in light of their specific tax
circumstances, or to certain types of Holders (such as dealers
in securities, insurance companies, foreign individuals and
entities, financial institutions, and tax-exempt entities) who
may be subject to special treatment under federal income tax
laws. In addition, this discussion does not describe any tax
consequences under state, local or foreign laws. The Company
has not requested a ruling from the Internal Revenue Service
(the "Service") with respect to the matters discussed herein.
Accordingly, Holders should be aware that the Service is not
precluded from adopting a position contrary to the following
discussion.
Holders of the Debentures are urged to consult their own tax
advisors concerning the particular tax consequences to them of
the conversion, sale or redemption of the Debentures, including
the applicability of any federal, state, local or foreign tax
laws, changes in applicable tax laws, and any pending or
proposed legislation.
Conversion of Debentures
A Holder who converts a Debenture into Common Stock will
generally not recognize any gain or loss to the extent Common
Stock is received. Cash received by a Holder of a Debenture in
lieu of a fractional share interest in Common Stock will be
treated as received in exchange for such fractional share
interest, and gain or loss will be recognized equal to the
difference, if any, between the amount of cash received and the
portion of the basis of the converted Debenture allocable to
such fractional share interest. Except to the extent the market
discount rules apply (see "Market Discount" below), such gain or
loss will be capital gain or loss (assuming the Debenture was
held as a capital asset) and will be long-term capital gain or
loss assuming the Debenture has been held for more than one year
at the time of conversion.
The Holder's basis in the Common Stock received on
conversion of a Debenture will be the same as the Holder's basis
in the Debenture at the time of conversion (reduced by the
adjusted basis of any fractional share interest for which the
Holder receives a cash payment from the Company), and the
holding period for the Common Stock received on conversion will
include the holding period of the Debenture converted (assuming
the Debenture was held as a capital asset).
<PAGE>
Redemption or Sale of Debentures
The redemption or sale of a Debenture will result in the
recognition of gain or loss to the Holder in an amount equal to
the difference between the cash received in exchange for the
Debenture (other than amounts attributable to accrued interest
not previously included in income, which will be taxable as
ordinary income) and the Holder's adjusted tax basis in such
Debenture. Except as discussed below under "Market Discount,"
such gain or loss will be capital gain or loss (assuming the
Debenture was held as a capital asset) and will be long-term
capital gain or loss if, at the time of such disposition, it was
held for more than one year.
Market Discount
Special rules apply to Debentures acquired with "market
discount" (i.e., where, subject to a de minimis rule, the stated
redemption price at maturity exceeds the Holder's basis in the
Debenture immediately after it was required). Generally, these
rules require the Holder to treat any gain on the redemption or
sale of a Debenture as ordinary income to the extent of the
market discount income deemed to have accrued during the period
such Holder held such Debenture. Any market discount on a
Debenture will carry over to the Common Stock acquired upon
conversion thereof and will be recognized as ordinary income
upon the disposition of such Common Stock (including any deemed
disposition of a fractional share interest in Common Stock).
Holders of Debentures should consult their tax advisors as to
the portion of their gain that would be taxable as ordinary
income under these provisions.
In addition, interest paid or accrued on indebtedness
incurred or continued to purchase or carry a Debenture acquired
by a Holder with market discount may not be deductible. In
general, any disallowed interest expense will be deductible when
the Holder disposes of the Debenture by sale or redemption or,
in the case of a conversion into Common Stock, when such Common
Stock is disposed of in a taxable transaction.
Backup Withholding
Under the backup withholding rules, a Holder of a Debenture
may be subject to backup withholding at the rate of 31% with
respect to the amount realized from the redemption or sale of a
Debenture and interest paid thereon, unless the Holder: (a) is
an entity (including corporations, tax-exempt organizations, and
certain qualified nominees) which is exempt from withholding
and, when required, demonstrates this fact, or (b) provides the
Agent with its Taxpayer Identification Number ("TIN"), certifies
under penalties of perjury that the TIN provided to the Agent is
correct and that the Holder has not been notified by the Service
that it is subject to backup withholding, and otherwise complies
with applicable requirements of the backup withholding rules.
<PAGE>
GENERAL
A copy of this Notice of Total Redemption and a form of
Letter of Transmittal to accompany Debentures surrendered for
conversion or tendered for redemption have been sent to all
Holders of record of the Debentures. Additional copies of such
documents may be obtained from the Agent at the address set
forth above under "Manner of Conversion" or by telephone at
either (816) 860-7782 or (816) 860-7457.
UNITED MISSOURI BANK, N.A.
as Trustee
February 24, 1994
* The CUSIP number is included solely for the convenience of
the holders of the Debentures. Neither the Company nor the
Trustee shall be responsible for the selection or use of the
CUSIP number, nor is any representation made as to its
correctness on the Debentures or as indicated in any
redemption notice.
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