SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
CASEY'S GENERAL STORES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
147528
(CUSIP Number)
Donald F. Lamberti
Casey's General Stores, Inc.
One Convenience Blvd., Ankeny, Iowa 50021
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 10, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ____.
Check the following box if a fee is being paid with the statement
___. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
<PAGE>
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 9 pages
<PAGE>
CUSIP No. 147528 13D Page 2 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above person
Donald F. Lamberti
###-##-####
2. Check the appropriate box if a member of a group*
(b)
3. SEC Use Only
4. Source of Funds*
N/A
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
N/A
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
2,527,866 shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
1,982,372 shares
10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,527,866 shares
<PAGE>
12. Check box if the aggregate amount in Row (11) excludes
certain shares*
13. Percent of Class Represented by Amount in Row (11)
9.69%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. SECURITY AND ISSUER.
The securities to which this statement relates is the Common
Stock, no par value, of Casey's General Stores, Inc. (the
"Company"), having its principal executive offices at One
Convenience Boulevard, Ankeny, Iowa 50021.
Item 2. IDENTITY AND BACKGROUND.
This statement is filed by an individual, Donald F. Lamberti,
whose business address is One Convenience Boulevard, Ankeny, Iowa
50021. Mr. Lamberti is the Chief Executive Officer and Chairman
of the Board of Directors of the Company. The Company operates
convenience stores, including the sale of gasoline, in Iowa and
eight other Midwestern states.
Mr. Lamberti has not, during the last five (5) years, been
convicted in a criminal proceeding, (excluding traffic violations
or similar misdemeanors). During the last five years, Mr.
Lamberti has not been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal and states securities
laws or finding any violation with respect to such laws.
Mr. Lamberti is a citizen of the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Lamberti co-founded the Company and owned 300 shares of
its Common Stock following its incorporation in 1967. In 1982,
Mr. Lamberti purchased an additional 40 shares of Common Stock
following the resignation and retirement of two (2) other
officers, directors and shareholders. In August 1983, immediately
prior to its initial public offering, the Company's Common Stock
underwent a 2900-to-1 split which increased Mr. Lamberti's direct
ownership from 340 shares to 986,000 shares.
In the years following the initial public offering of shares
of Common Stock, Mr. Lamberti acquired additional shares of Common
Stock as a result of the stock splits declared in 1985, 1986 and
1994, the exercise of stock options in 1987 and the conversion of
Convertible Subordinated Debentures in 1994. Mr. Lamberti also
disposed of a number of shares of Common Stock during this period,
primarily through gifts and open market sales made under Rule 144.
A description of all such transactions through and including
December 30, 1994 is set forth in Item 3 of Mr. Lamberti's
Schedule 13D (Amendment No. 23) filed on December 30, 1994 and is
incorporated herein by this reference. On that date, Mr. Lamberti
was the direct owner of 2,058,372 shares of Common Stock.
<PAGE>
On March 10, 1995, Mr. Lamberti disposed of an aggregate of
16,000 shares of Common Stock by gift to six separate donees.
Following these gifts, Mr. Lamberti was the direct owner of
2,042,372 shares of Common Stock.
On March 17, 1995 and March 21, 1995, Mr. Lamberti disposed
of an aggregate of 50,000 shares of Common Stock in open market
transactions under Rule 144 at $15 per share. Following these
sales, Mr. Lamberti was the direct owner of 1,992,372 shares of
Common Stock.
On June 27, 1995, Mr. Lamberti disposed of an aggregate of
10,000 shares of Common Stock in an open market transaction under
Rule 144 at $17 per share. Following this sale, and at the date
hereof, Mr. Lamberti is the direct owner of 1,982,372 shares of
Common Stock.
As a participant in the Sixth Restated and Amended Casey's
General Stores, Inc. Employees' Stock Ownership Plan and Trust
(the "Employees' Plan"), Mr. Lamberti has the right to vote the
shares of Common Stock allocated to his account by the Trustee
under the Employees' Plan. As of April 30, 1994 (the date of the
most recent allocation of shares by the Trustee), Mr. Lamberti had
545,494 shares of Common Stock allocated to his account in the
Employees' Plan. Such shares may be available for distribution to
Mr. Lamberti upon his death, disability, retirement or termination
of employment under the terms of the Employees' Plan. Mr.
Lamberti also serves as a member of the Advisory Committee of the
Employees' Plan.
Item 4. PURPOSE OF TRANSACTION.
Mr. Lamberti acquired the direct ownership of the shares of
Common Stock and Debentures described in Item 3 hereof for
investment purposes, or as a result of stock splits declared on
the shares so acquired. In addition, Mr. Lamberti holds such
shares for the purpose of influencing the control of the Company.
As disclosed previously, Mr. Lamberti acquired the right, along
with all other participants in the Employees' Plan, to instruct
the Trustee to vote and tender the shares of Common Stock
allocated to his account in the Employees' Plan upon the
conversion of the Employees' Plan to an ESOP on July 26, 1989.
On December 18, 1987, the Company filed a Registration
Statement on Form S-8 with the Securities and Exchange Commission
covering the 2,281,700 shares of Common Stock then held by the
Employees' Plan. The Company filed Amendment No. 1 to the
Registration Statement on Form S-8 on August 4, 1989 reflecting
the conversion of the Employees' Plan to an employee stock
ownership plan. Pursuant to directions from the Advisory
Committee, the Trustee of the Employees' Plan has from time to
time made distributions of shares of Common Stock to participants
<PAGE>
entitled to receive the Employees' Plan benefits, and Mr. Lamberti
expects additional such distributions to be made in the future.
As a result of such distributions, Mr. Lamberti believes the
Employees' Plan currently holds approximately 2,201,070 shares of
Common Stock.
Mr. Lamberti's sales of an aggregate of 60,000 shares of
Common Stock during the period of March 17-21, 1995 and on June
27, 1995 were made primarily for the purpose of acquiring funds to
repay certain personal indebtedness (unrelated to the Company) and
to fund other personal obligations.
As part of a longer-term goal to diversify his assets and
investments, Mr. Lamberti may sell additional shares of Common
Stock from time to time in the future, assuming acceptable sales
prices can be realized at the time. Mr. Lamberti expects that
such sales would be undertaken under Rule 144.
On July 10, 1995, the Board of Directors of the Company,
acting on a recommendation of its Shareholder Ad Hoc Committee,
approved of a proposal to amend the Restated and Amended Articles
of Incorporation of the Company to provide for a classified Board
of Directors, and directed that the same be submitted to the
shareholders at the Annual Meeting to be held on September 15,
1995. The Board's proposal, and a copy of the proposed amendment,
will be included in the Proxy Statement expected to be distributed
to the shareholders on or about August 11, 1995. If the amendment
is adopted by the shareholders, the Board of Directors would be
divided into three classes, as nearly equal in number as possible,
with one class being elected each year.
The Board has designated eight individuals as nominees for
election as directors at the Annual Meeting. If the proposed
amendment is adopted by the shareholders, two directors will be
elected for a term expiring at the 1996 Annual Meeting, three
directors will be elected for a term expiring at the 1997 Annual
Meeting and the remaining three directors will be elected for a
term expiring at the 1998 Annual Meeting (and, in each case, until
their respective successors are duly elected and qualified). Mr.
Lamberti has been nominated to serve as a proposed Class III
Director, with a term expiring in 1998. If the proposed amendment
is not adopted, all directors (including Mr. Lamberti) will be
elected to serve until the 1996 Annual Meeting of shareholders.
Mr. Lamberti voted in favor of the proposal to amend the
Articles at the Board of Directors' meeting on July 10, 1995, and
intends to vote his shares in favor of the proposal at the Annual
Meeting of shareholders on September 15, 1995.
Other than as set forth herein, Mr. Lamberti currently has no
other plan or proposal which relates to or would result in:
<PAGE>
(a) The acquisition by any person of additional securities
of the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company;
(c) A sale or transfer of a material amount of assets of the
Company;
(d) Any change in the present Board of Directors or
management of the Company, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease
to be authorized to be quoted on an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares of Common Stock beneficially
owned by Mr. Lamberti at the date hereof is 2,527,866 shares or
approximately 9.69% of the 26,075,156 shares of Common Stock
currently issued and outstanding.
Mr. Lamberti has sole power to vote and to dispose of the
1,982,372 shares of Common Stock owned directly by him. As
described above, Mr. Lamberti also has the right to instruct the
Trustee to vote and tender the 545,494 shares of Common Stock
allocated to his account under the Employees' Plan as of April 30,
1994.
Other than as set forth herein, Mr. Lamberti has not
participated in or effected any transactions in the Company's
Common Stock in the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Lamberti is a participant in a voting trust established
December 20, 1982 that will become effective upon the date of
death of himself or Ronald M. Lamb, Chief Operating Officer and a
Director of the Company. Under the voting trust agreement, the
stockholders 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 trustee. Upon the effectiveness of the
voting trust, the voting trustee generally will be entitled to
vote the Voting Shares in their discretion in accordance with the
determination of the voting trustee. However, in order to approve
certain extraordinary corporate actions, such as the merger of the
Company into any other company, the voting trustee will be
required to obtain the prior affirmative vote of the holders and
voting trust certificates representing at least 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 representing
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.
Until September 19, 1987, Walter J. Carlson, a former officer
and director of the Company, also was a participant in the voting
trust described above. On that date, and in conjunction with Mr.
Carlson's retirement and resignation as a member of the Board of
Directors and as Secretary and Treasurer of the Company, Messrs.
Lamberti, Lamb and Carlson executed an Amendment to Casey's
General Stores, Inc. Voting Trust Agreement, the purpose of which
<PAGE>
was to release Mr. Carlson and his shares of Common Stock from the
terms and conditions of the Voting Trust Agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- -----------
9. Voting Trust Agreement* and
Amendment thereto**
10.4(a) Sixth Amended and Restated Casey's
General Stores, Inc. Employees'
Stock Ownership Plan and Trust
Agreement***
_________________
* Incorporated by reference from the Company's Registration
Statement on Form S-1 (2-82651) filed August 31, 1983.
** Incorporated by reference from the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended January 31, 1988
(0-12788).
*** To be filed with the Company's Annual Report on
Form 10-K for the fiscal year ended April 30, 1995 (0-12788).
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
/s/ Donald F. Lamberti
----------------------
Donald F. Lamberti
Date: July 24, 1995
