<PAGE>
August 11, 1995
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Casey's General Stores, Inc.
Definitive Proxy Materials
Gentlemen:
On behalf of Casey's General Stores, Inc. (the "Company"), we
are transmitting herewith definitive copies of the Proxy
Statement and forms of Proxy Card and ESOP Instruction Card to be
utilized by the Company in connection with the Annual Meeting of
the Company's shareholders scheduled for September 15, 1995. No fee is being
paid in connection with this submission because the requsite fee was paid upon
filing of the preliminary proxy material on July 24, 1995. The
Company expects to commence distribution of these materials to
shareholders and ESOP participants beginning on or about August 11, 1995.
We also wish to advise the staff, pursuant to Instruction 5, Item 10
of Schedule 14A, that the registration under the Securities Act of the shares
to be issued upon the exercise of options awarded under the proposed Non-
Employee Directors Stock Option Plan (the "Plan) (being presented for
approval by the shareholders in the attached proxy statement) is not currently
contemplated. Under the Plan, stock options can be awarded only to non-
employee directors of the Company, of which there currently are four in
number. Due to this limited group of affiliated optionees, the relatively
modest number of shares expected to be issued under the Plan therefore are
expected to be issued as "restricted securities" and eligible for sale by the
director under Rule 144.
Should the staff have any questions or comments, please don't hesitate
to contact me.
Yours very truly,
/s/ William J. Noth
FOR THE FIRM
WJN:dc
encl.
cc: Douglas K. Shull (w/o encl.)
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or
Section 240.14a-12
CASEY'S GENERAL STORES, INC.
(Name of Registrant as Specified In Its Charter)
[Not Applicable]
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2)
of Schedule 14A.
[ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
<PAGE>
[Not Applicable]
[ X ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting
fee was paid previously. Identify the
previous filing by registration statement
number, or the Form or Schedule and the date
of its filing.
[Not Applicable]
<PAGE>
[LOGO]
August 11, 1995
To Our Shareholders:
The Annual Meeting of the shareholders of Casey's General
Stores, Inc. will be held at the Casey's General Stores, Inc.
Corporate Headquarters, One Convenience Blvd., Ankeny, Iowa, at
10:00 A.M., Iowa time, on Friday, September 15, 1995. The formal
Notice of Annual Meeting and Proxy Statement, which are contained
in the following pages, outline the election of directors and
other proposals to be considered by the shareholders at the
meeting.
It is important that your shares be represented at the meeting
whether or not you are personally able to attend. Accordingly, we
ask that you please sign, date and return the enclosed Proxy Card
promptly. If you later find that you may be present for the
meeting or for any other reason desire to revoke your proxy, you
may do so at any time before it is voted.
Your copy of the Company's Annual Report for 1995 is also
enclosed. Please read it carefully. It gives you a full report
on the Company's operations for the fiscal year ended April 30,
1995.
We look forward to seeing you at the meeting and thank you for
your continued interest in the Company.
Sincerely,
/s/ Donald F. Lamberti
-----------------------
Donald F. Lamberti
Chief Executive Officer
and Chairman of the Board
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 15, 1995
To the Shareholders of Casey's General Stores, Inc.:
The Annual Meeting of the shareholders of Casey's General
Stores, Inc., an Iowa corporation, will be held at the Casey's
General Stores, Inc. Corporate Headquarters, One Convenience
Boulevard, Ankeny, Iowa, on Friday, September 15, 1995, at 10:00
A.M., Iowa time, for the following purposes:
1. To elect eight members of the Board of Directors (who
will be divided into three classes if the proposal in
Item 2 is approved by the shareholders);
2. To approve an amendment to the Restated and Amended
Articles of Incorporation to classify the Board of
Directors of the Company into three classes with
staggered terms of office;
3. To approve the Casey's General Stores, Inc. Non-Employee
Directors' Stock Option Plan; and
4. To transact such other business as may properly come
before the meeting or at any adjournment thereof.
<PAGE>
The Board of Directors has fixed the close of business,
August 4, 1995, as the record date for the determination of
shareholders entitled to notice of and to vote at this meeting and
at any and all adjournments thereof. A list of such holders will
be open for examination by any shareholder, for any purpose
germane to the meeting, at the Company's Corporate Headquarters at
the address described above, for a period of ten days prior to the
meeting.
By Order of the Board of Directors,
/s/ John G. Harmon
-------------------
John G. Harmon
Secretary
August 11, 1995
<PAGE>
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card or
voting instruction card (either, the "proxy card") are being
mailed beginning on or about August 11, 1995, to each holder of
record of the Common Stock, no par value (the "Common Stock"), of
Casey's General Stores, Inc. (the "Company") at the close of
business on August 4, 1995. Proxies in the form enclosed are
solicited by the Board of Directors of the Company for use at the
Annual Meeting of shareholders to be held at the Casey's General
Stores, Inc. Corporate Headquarters, One Convenience Boulevard,
Ankeny, Iowa 50021, at 10:00 A.M., Iowa time, on Friday,
September 15, 1995.
If the enclosed proxy card is properly executed and returned,
the shares represented thereby will be voted at the meeting in
accordance with the shareholder's instructions. If no
instructions are given, the proxy will be voted FOR the election
as directors of the nominees named herein, FOR the proposal to
amend the Restated and Amended Articles of Incorporation, as
amended (the "Restated Articles"), and FOR the approval of the
Casey's General Stores, Inc. Non-Employee Directors' Stock Option
Plan (the "Director Stock Plan"). A person giving a proxy may
revoke it at any time before it is voted. Any shareholder
attending the meeting may, on request, vote his or her own shares
even though the shareholder has previously sent in a proxy card.
Unless revoked, the shares of Common Stock represented by proxies
will be voted on all matters to be acted upon at the meeting.
For participants in the Casey's General Stores, Inc.
Employees' Stock Ownership Plan and Trust (the "ESOP"), the proxy
card will also serve as a voting instruction card for UMB Bank,
n.a. (the "Trustee"), the trustee of the ESOP, with respect to the
shares held in the participants' accounts. A participant cannot
direct the voting of shares allocated to the participant's account
in the ESOP unless the proxy card is signed and returned. If
proxy cards representing shares in the ESOP are not returned,
those shares will be voted by the Trustee in the same proportion
as the shares for which signed proxy cards are returned by the
other participants in the ESOP.
The cost of soliciting proxies will be borne by the Company.
The Company expects to solicit proxies primarily by mail. Proxies
may also be solicited personally and by telephone by certain
officers and regular employees of the Company. The Company may
reimburse brokers and their nominees for their expenses in
communicating with the persons for whom they hold shares of the
Company.
So far as the Board of Directors and the management of the
Company are aware, no matters other than those described in this
<PAGE>
Proxy Statement will be acted upon at the meeting. If, however,
any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed proxy to vote the
same in accordance with their judgment on such other matters.
SHARES OUTSTANDING
Only shareholders of record on the books of the Company at
the close of business on August 4, 1995 will be entitled to vote
at the Annual Meeting. Each such share of Common Stock will be
entitled to one vote on all matters. As of the close of business
on July 19, 1995 there were outstanding 26,075,156 shares of
Common Stock.
The following table contains information with respect to each
person, including any group, known to the Company to be the
beneficial owner of more than 5% of the Common Stock of the
Company as of the dates indicated below. Except as otherwise
indicated, the persons listed in the table have the voting and
investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
Name and Amount
Address of and Nature
Beneficial of Beneficial Percent
Owner Ownership of Class
- ----------------------------------------------------------------
<S> <C> <C>
UMB Bank, n.a.
10th and Grand
Kansas City, MO 64141 2,201,070 (1) 8.44%
Donald F. Lamberti
One Convenience Blvd.
Ankeny, IA 50021 2,527,866 (2) 9.69%
Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202 1,433,369 (3) 5.53%
</TABLE>
____________________
(footnotes on next page)
<PAGE>
(1) Information is as of July 19, 1995 and consists of shares
held by UMB Bank, n.a. as the Trustee of the ESOP. Under the
trust agreement creating the ESOP, the shares of Common Stock
held by the Trustee are voted by the Trustee in accordance
with the participants' directions or, if no directions are
received, in the same manner and proportion as the Trustee
votes shares for which the Trustee does receive timely
instructions. The trust agreement also contains provisions
regarding the allocation of shares to participants, the
vesting of plan benefits and the disposition of shares. The
amount shown includes an aggregate of 853,596 shares voted by
the Trustee in accordance with the instructions of Messrs.
Lamberti, Lamb, Shull and Harmon as participants in the ESOP.
(2) Information is as of July 19, 1995 and includes 545,494
shares held under the ESOP and allocated to the account of
Mr. Lamberti, over which Mr. Lamberti exercises voting power.
See footnote 1 above.
(3) Information is as of December 31, 1994 and was supplied by
Fiduciary Management, Inc., a registered investment advisory
firm. Such information indicates that Fiduciary Management,
Inc. had sole dispositive power over 1,123,369 shares and
shared dispositive power over 310,000 shares.
VOTING PROCEDURES
Under Iowa corporate law and the Restated Articles, the
holders of a majority of the issued and outstanding shares of
Common Stock entitled to vote must be present or represented by
proxy in order to constitute a quorum to conduct business at the
Annual Meeting.
Directors are elected by a majority of the votes cast by the
shares entitled to vote in the election at a Annual Meeting at
which a quorum is present. Shares present at the meeting that are
not voted for a particular nominee or shares present by proxy
where the shareholder properly withheld authority to vote for such
nominee (including any "broker non-votes" as described below) will
not be counted toward such nominee's achievement of a majority.
Approval of the proposed Classified Board Amendment to the
Restated Articles requires the affirmative vote of the holders of
two-thirds of the outstanding shares of Common Stock. The
affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting
will be required for approval of the Director Stock Plan. Shares
abstaining from voting on a particular matter are considered
present at the meeting for purposes of determining a quorum, but
<PAGE>
are treated as having voted against the matter at the meeting.
Shares for which a broker has either not received voting
instructions from the beneficial owner thereof on matters on which
the broker is not permitted to vote such shares in its discretion,
or for which such discretionary authority has been withheld (a
"broker non-vote"), are considered present at the meeting but are
not counted for voting purposes with respect to such matter.
Consequently, both abstentions and broker non-votes with respect
to the proposed Classified Board Amendment would have the same
effect as the votes cast against such proposal.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has designated the eight individuals
named below as nominees for election as directors of the Company
at the Annual Meeting of shareholders. As presently constituted,
the Restated Articles of the Company provide that directors are
elected to hold office until the next annual election and until
their successors are duly elected and qualified. If the
Classified Board Amendment is adopted, however, the Company's
directors will be divided into three classes, and 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).
Information concerning the proposed Classified Board Amendment is
set forth on pages 20 through 22 of this Proxy Statement. If the
Classified Board Amendment is not adopted, all directors will be
elected to serve until the 1996 Annual Meeting (and, in each case,
until their respective successors are duly elected and qualified).
All of the nominees have previously been elected as directors
by the holders of the Company's Common Stock and all such nominees
are presently serving as directors of the Company. Additional
information regarding these nominees is set forth below, including
the class each such nominee would occupy on the Board of Directors
if the Classified Board Amendment is adopted. The number of
shares of Common Stock of the Company beneficially owned by each
of the nominees as of July 19, 1995 is set forth on pages 9 and
10. Except as may be otherwise expressly stated, all nominees for
directors have been employed in the capacities indicated for more
than five years.
It is intended that all proxies in the accompanying form,
unless contrary instructions are given thereon, will be voted for
the election of all the persons designated by the Board of
<PAGE>
Directors as nominees. In case any of the nominees is unavailable
for election, an event which is not anticipated, the enclosed
proxy may be voted for the election of a substitute nominee.
The Board of Directors recommends a vote FOR election of the
nominees as directors of the Company.
PROPOSED CLASS I DIRECTORS - TERMS EXPIRING IN 1996
GEORGE A. DOERNER, 77, retired Iowa Agency Manager, The
Equitable Life Assurance Society of the United States. Mr.
Doerner has served as a director of the Company since 1983.
JOHN P. TAYLOR, 48, Chairman and Chief Executive Officer
of Taylor Ball (formerly known as Ringland-Johnson-
Crowley), a general construction contractor. Mr. Taylor
served as President of Taylor Ball from 1983 to 1992, when he
assumed his present position. Mr. Taylor also serves as a
director of West Des Moines State Bank, Allied Group Inc.,
Allied Life Insurance Company and three wholly-owned property
and casualty insurance subsidiaries of Allied Group, Inc.
PROPOSED CLASS II DIRECTORS - TERMS EXPIRING IN 1997
RONALD M. LAMB, 59, President and Chief Operating
Officer of the Company. Mr. Lamb served as a Vice President
of the Company from 1976 until 1987 when he was elected Chief
Operating Officer. He has served as President of the Company
since September 1988. Mr. Lamb has been a director of the
Company since 1981.
JOHN R. FITZGIBBON, 73, consultant and former Vice
Chairman and Chief Executive Officer of First Group Companies
and former Chief Executive Officer of Iowa-Des Moines
National Bank (currently Norwest Bank Iowa, N.A.). Mr.
Fitzgibbon, a director of the Company since 1983, also serves
as a member of the Board of Directors of the Iowa Student
Loan Liquidity Corporation and as Chairman of the Des Moines
International Airport Board.
JOHN G. HARMON, 41, Corporate Secretary of the Company.
Mr. Harmon has been associated with the Company since 1976
and has served as a director since 1987.
<PAGE>
PROPOSED CLASS III DIRECTORS - TERMS EXPIRING IN 1998
DONALD F. LAMBERTI, 57, Chairman of the Board and Chief
Executive Officer of the Company. Mr. Lamberti co-founded
the Company in 1967 and served as its President from 1975 to
1988, when he assumed his present position. Mr. Lamberti, a
director of the Company since 1967, also serves as a director
of Norwest Bank Iowa, N.A. and National By-Products, Inc. and
as a member of the Board of Trustees of Buena Vista College.
DOUGLAS K. SHULL, 52, Treasurer and Chief Financial
Officer of the Company. Mr. Shull, a director of the Company
since 1987, also serves as a member of the Board of Directors
of Iowa National Bankshares Corp. and as President of the
Board of Trustees of the Des Moines Area Community College.
KENNETH H. HAYNIE, 62, President of Ahlers, Cooney,
Dorweiler, Haynie, Smith & Allbee, P.C., a law firm. Mr.
Haynie, a director of the Company since 1987, also serves as
President of the Orchard Place Foundation.
MEETINGS AND COMMITTEES
The Board of Directors held five meetings during the fiscal
year ended April 30, 1995. At intervals between formal meetings,
members of the Board are provided with various items of
information regarding the Company's operations and are frequently
consulted on an informal basis with respect to pending business.
Each member of the Board of Directors attended 75% or more of the
aggregate number of Board meetings and meetings of committees on
which he served.
The Company's Second Amended and Restated Bylaws (the
"Bylaws") established four standing committees of the Board of
Directors: the Executive Committee, the Audit Committee, the
Compensation Committee and the Nominating Committee. In addition,
the Bylaws authorize the Board of Directors to establish other
committees for selected purposes.
The Executive Committee, presently consisting of Messrs.
Lamberti, Lamb, Fitzgibbon and Doerner, is authorized, within
certain limitations, to exercise the power and authority of the
Board of Directors between meetings of the full Board. The
Committee met once during the fiscal year ended April 30, 1995.
The principal functions of the Audit Committee, presently
consisting of Messrs. Fitzgibbon, Doerner, Haynie and Shull, are
the recommendation to the Board of Directors of an independent
public accounting firm to be the Company's auditors, and the
<PAGE>
approval of the audit arrangements and audit results. The
Committee met twice during the fiscal year ended April 30, 1995.
The principal functions of the Compensation Committee,
presently consisting of Messrs. Fitzgibbon, Taylor, Doerner and
Haynie, are to review management's evaluation of the performance
of the Company's officers and their compensation arrangements and
to make recommendations to the Board of Directors concerning the
compensation of the Company's executive officers and outside
directors. The Committee met three times during the fiscal year
ended April 30, 1995.
The Nominating Committee, presently consisting of Messrs.
Lamberti, Lamb, Shull and Harmon, generally reviews the
qualifications of candidates proposed for nomination and
recommends to the Board candidates for election at the Annual
Meeting of shareholders. The Committee met once during the fiscal
year ended April 30, 1995.
Shareholders may nominate director candidates for election
pursuant to procedures set forth in the Company's By-laws. To
make such nominations, shareholders must deliver written notice
thereof to the Secretary of the Company not later than (i) with
respect to an election to be held at an Annual Meeting of
shareholders, at least 30 days, but not more than 90 days, prior
to the anniversary date of the record date set for the immediately
preceding Annual Meeting of shareholders, and (ii) with respect to
an election to be held at a special meeting of shareholders, the
close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. The notice
must set forth certain information concerning such shareholder and
the shareholder's nominee(s), including their names and addresses,
a representation that the shareholder is entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice, a
description of all arrangements or understandings between the
shareholder and each nominee, such other information as would be
required to be included in a proxy statement soliciting proxies
for the election of the nominees of such shareholder and the
consent of each nominee to serve as a director of the Company if
so elected. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.
COMPENSATION OF DIRECTORS
During the fiscal year ended April 30, 1995, each
non-employee director was paid an annual cash retainer fee of
$7,500 plus a meeting fee of $500 for each Board, committee or
shareholders' meeting attended. The Company also pays the
premiums on a directors' and officers' liability insurance policy
insuring all directors.
<PAGE>
Upon the Board of Director's approval of the Director Stock
Plan on August 29, 1994, and on May 1, 1995, the current
non-employee directors (Messrs. Fitzgibbon, Doerner, Haynie and
Taylor) each received contingent awards of options to purchase
shares of Common Stock. Such awards are not currently exercisable
and would only become effective upon shareholder approval of the
Director Option Plan. If the Director Stock Plan is approved by
the shareholders, each Eligible Non-Employee Director (as defined
in the Director Stock Plan) would receive an option to purchase
1,000 shares of Common Stock on May 1 of each year, commencing May
1, 1996. Further information concerning the Director Stock Plan
and the contingent options awarded to the current non-employee
directors is set forth on pages 23 through 27 of this Proxy
Statement.
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of July 19, 1995, the
beneficial ownership of shares of the Company's Common Stock, the
only class of capital stock outstanding, by the current directors
of the Company and the executive officers named in the Summary
Compensation Table herein, and all directors and executive
officers as a group. Except as otherwise indicated, the
shareholders listed in the table have the voting and investment
powers with respect to the shares indicated.
<TABLE>
<CAPTION>
Total Amount
Name of Shares and Nature
Beneficial Direct Subject to ESOP of Beneficial Percent
Owner Ownership Options(1) Shares(2) Ownership (3) of Class
- ----------- --------- ---------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Donald F.
Lamberti 1,982,372 - 0 - 545,494 2,527,866 9.69%
Ronald M. Lamb 351,500 - 0 - 253,378 604,878 2.32%
Douglas K. Shull 70,000 60,000 2,208 132,208 *
John G. Harmon - 0 - 15,000 52,516 67,516 *
John R. Fitzgibbon 61,860 - 0 - - 0 - 61,860 *
George A. Doerner 12,028(4) - 0 - - 0 - 12,028 *
Kenneth H. Haynie 27,631(5) - 0 - - 0 - 427,631(6) 1.64%
John P. Taylor 8,000 - 0 - - 0 - 8,000 *
All executive officers
and directors
as a group
(8 persons) 2,513,391 75,000 853,596 3,841,987 14.73%
</TABLE>
_______________
* Less than 1%
<PAGE>
(1) Amounts shown (which are included in the totals) are
subject to acquisition through exercise of stock options
granted under the 1991 Incentive Stock Option Plan (or
the predecessor plan) and cannot be presently voted by
the executive officers holding the options. See
"EXECUTIVE COMPENSATION -- Option Grants and Exercises"
on page 15 herein. Does not include any of the
contingent awards made to non-employee directors under
the proposed Director Stock Plan.
(2) The amounts shown (which are included in the totals)
consist of shares allocated to the named executive
officers' accounts in the ESOP as of April 30, 1994 (the
most recent allocation made by the Trustee of the ESOP)
over which the officer exercises voting power. See
Footnote 1 to the table set forth under the heading
"SHARES OUTSTANDING" on page 3 herein.
(3) Except as otherwise indicated, the amounts shown are the
aggregate numbers of shares attributable to the
shareholders' direct ownership of shares, shares subject
to options and ESOP shares.
(4) The amount shown includes 1,788 shares owned by Mr.
Doerner's spouse.
(5) The amount shown consists of 7,000 shares owned by Mr.
Haynie's spouse and 20,631 shares jointly owned by Mr.
Haynie and his spouse.
(6) The amount shown includes 400,000 shares held by the
Lamberti Family Trust, for which Mr. Haynie acts as
co-trustee with shared voting and dispositive power and
as to which he disclaims beneficial ownership.
VOTING TRUST AGREEMENT
Messrs. Lamberti and Lamb are parties to a voting trust
agreement that will become effective upon the date of death of the
first of such shareholders. Under the voting trust agreement, the
shareholders have agreed to deposit all of the shares of Common
Stock of the Company beneficially owned by them ("Voting Shares")
with the survivors of Messrs. Lamberti and Lamb, and their
successors, as voting trustees. Upon the effectiveness of the
voting trust, the voting trustees generally will be entitled to
vote the Voting Shares in their discretion in accordance with the
determination of a majority of the voting trustees. However, in
order to approve certain extraordinary corporate actions, such as
the merger of the Company into any other company, the voting
trustees will be required to obtain the prior affirmative vote of
<PAGE>
the holders of voting trust certificates representing not less
than two-thirds of the Voting Shares. Unless earlier terminated
by the vote of all of the voting trustees or of holders of voting
trust certificates repre-senting at least three-quarters of the
Voting Shares, the agreement will terminate upon the expiration of
three years after the effective date of the voting trust.
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the
"Committee"), composed of the four non-employee directors, is
responsible for evaluating the performance of management and
determining the annual compensation to be paid to the Company's
chief executive officer and the executive officers named in the
Summary Compensation Table. The Committee also administers the
1991 Incentive Stock Option Plan (the "1991 Option Plan").
Objectives
The Committee's executive compensation policies are designed
to attract, motivate and retain executives who will contribute to
the long-term success of the Company, and to reward executives for
achieving both short-term and long-term strategic goals of the
Company. The Company is committed to providing a fair and
competitive pay package to all employees. Compensation for
executive officers is linked directly to the Company's financial
performance as well as the attainment of each executive officer's
individual performance goals. As a result, a substantial portion
of each executive officer's total compensation is intended to be
variable and to relate to and be contingent upon the financial
performance of the Company, as well as each executive officer's
job performance.
Each year, typically in August, the Committee reviews the
Company's executive compensation program and approves individual
salary levels and performance goals for all executive officers and
other senior Company personnel. The Committee also makes any
determinations with respect to the award of stock options under
the 1991 Option Plan at that time. In 1992, this review included
a report from an independent compensation consultant concerning
the terms of the Company's employment agreements with its
executive officers and the level of salaries and benefits provided
therein.
<PAGE>
Executive Officer Compensation
As has been the practice in recent years, the three principal
components of the Company's executive compensation program during
the 1995 fiscal year were base salary, annual incentive payments
and stock options.
Base Salary. Base salaries for executive officers of the
Company are determined primarily on the basis of each executive
officer's job description and corresponding responsibilities,
rather than on the basis of job titles or comparisons with
executive officers at comparably sized companies. The Company has
established only four executive officer positions and, as a
result, the Committee believes that the Company's executive
officers generally assume more extensive responsibilities than
those found in similar positions with comparably sized companies.
The base salary of each executive officer is set forth in the
officer's employment agreement with the Company and may be
adjusted during the terms thereof with the consent of the officer.
Annual Incentive Payments. The Company's executive officers
(as well as its Vice Presidents) annually participate in an
incentive compensation bonus pool. Bonus awards are made only if
the Company achieves specific performance targets in earnings per
share established each year by the Committee, with the amount of
the bonus increasing as earnings per share increase above the
levels specified by the Committee. The purpose of the bonus award
is to reward superior performance by the Company's executive
officers that has resulted in the Company achieving certain
financial performance levels. During the 1995 fiscal year, each
of the Company's executive officers received the maximum bonus
award for which he was eligible under the levels established by
the Committee.
Stock Options. Stock options may be granted to executive
officers and other key employees of the Company under the terms of
the 1991 Option Plan. The size of stock option awards is based
primarily on individual performance and the individual's
responsibilities and position with the Company. The 1991 Option
Plan is designed to assist the Company in attracting, retaining
and motivating executive officers and other key employees. The
stock options are also designed to align the interests of the
executive officers and other key employees with those of the
Company's shareholders. The stock options are granted with an
exercise price equal to the fair market value of the Company's
Common Stock on the date of grant. This approach encourages the
creation of shareholder value over the long-term, in that no
benefit is realized from the stock option grants unless the price
of the Company's Common Stock rises over a number of years. No
options were awarded during the 1995 fiscal year.
Additional Compensation and Benefits. The Company's
compensation of executive officers includes certain other
benefits. Each executive officer is entitled to receive
additional compensation in the form of payments, allocations, or
accruals under various benefit plans, consisting primarily of
<PAGE>
contributions to the Company's 401(k) plan and employee stock
ownership plan. The Committee believes that these plans are an
integral part of the overall compensation program of the Company.
Chief Executive Officer. Mr. Lamberti's compensation for the
fiscal year ended April 30, 1995 was determined in accordance with
the above policies and in light of his employment agreement with
the Company. In light of his numerous contributions to the
success of the Company, Mr. Lamberti's salary was increased to
$350,000 during 1995. Mr. Lamberti also earned $200,000 in annual
bonus for performance in the 1995 fiscal year based upon the
Company's ability to achieve specified financial performance
targets in earnings per share established by the Committee at the
beginning of the fiscal year.
Other. The Committee is aware of the statutory limitations
placed on the deductibility of compensation in excess of $1
million which is earned by an executive officer in any year. None
of the executive officers earned compensation that would be
subject to such limitations, but the Committee will continue to
monitor developments in this area.
COMPENSATION COMMITTEE
John R. Fitzgibbon, Chairman
George A. Doerner
Kenneth H. Haynie
John P. Taylor
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash
compensation earned or awarded for the last three fiscal years to
the chief executive officer and the three other most highly
compensated executive officers of the Company whose compensation
(based on the total of the amounts required to be shown in the
salary and bonus columns of such table) exceeded $100,000.
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and Other Annual All Other
Principal Compensation Compensation
Position(1) Year Salary($) Bonus($) ($) Options(#) ($) (2)
<S> <C> <C> <C> <C> <C> <C>
Donald F. Lamberti
Chairman 1995 $350,000 $200,000 $2,444 0 $2,375
and 1994 250,000 200,000 2,444 0 3,681
Chief 1993 250,000 200,000 2,444 0 3,293
Executive
Officer
Ronald M. Lamb
President 1995 $350,000 $200,000 $ 836 0 $2,375
and Chief 1994 250,000 200,000 836 0 3,681
Operating 1993 250,000 200,000 965 0 3,293
Officer
Douglas K. Shull
Treasurer 1995 $125,000 $ 80,000 $2,248 0 $4,875
and Chief 1994 119,000 80,000 2,248 10,000 5,521
Financial 1993 117,000 80,000 2,248 0 5,207
Officer
John G. Harmon
Secretary 1995 $105,000 $ 80,000 $1,789 0 $4,475
1994 98,334 80,000 1,789 10,000 4,778
1993 95,000 80,000 1,789 0 4,444
</TABLE>
______________________
(1) The Company has only four executive officers for whom
individualized pay disclosure is required under the rules of
the Securities and Exchange Commission.
(2) The amount shown for each named executive officer is the
total of the Company's contributions to the Company's 401(k)
plan, in which all employees are eligible to participate, and
contributions to the ESOP. For the year ended April 30,
1995, the Company contributed $2,500 and $2,100 to the 401(k)
plan on behalf of Messrs. Shull and Harmon, respectively
(neither Mr. Lamberti nor Mr. Lamb participate in such plan).
The Company contributed $2,375 to the ESOP on behalf of each
of the named executive officers.
<PAGE>
OPTION GRANTS AND EXERCISES
No stock option awards were made by the Compensation
Committee during the 1995 fiscal year. The following table
summarizes, for the fiscal year ended April 30, 1995, option
exercises by the executive officers named in the Summary
Compensation Table under the Company's 1991 Incentive Stock Option
Plan, and the value of the options held by such persons at April
30, 1995:
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Year-End Year-End
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise (#) ($) (#)(in shares) (in dollars)
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald F. Lamberti 0 0 0/0 0/0
Ronald M.Lamb 0 0 0/0 0/0
Douglas K. Shull 0 0 130,000/0 $1,119,375/0
John G. Harmon 0 0 20,000/0 $ 345,000/0
</TABLE>
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
Effective as of March 2, 1992, the Company entered into
employment agreements with each of Messrs. Lamberti, Lamb, Shull
and Harmon. The agreements with Messrs. Lamberti, Lamb and Shull
are for terms of five years (with automatic renewal terms of three
years in the case of Messrs. Lamberti and Lamb) and the agreement
with Mr. Harmon was for a term of three years. On June 20, 1994,
the Board of Directors approved of an extension of the Company's
contract with Mr. Harmon, on essentially the same terms as those
approved in 1992, for a period expiring on March 1, 1997. The
term of employment for Messrs. Shull and Harmon would be extended
for a three year period in the event of a "change of control" (as
defined in the agreements) of the Company.
Each of the agreements with the executive officers continues
their levels of responsibility on an equivalent basis to the
duties performed by each of them prior to the effective date of
<PAGE>
the agreement. The agreements with Messrs. Lamberti and Lamb
provide that each such executive officer will receive compensation
exclusive of bonuses at the rate of $250,000 per year or such
other amount as the Company and the officer mutually shall agree.
In the case of Messrs. Shull and Harmon, the agreements provide
for compensation exclusive of bonuses in the annual amounts of
$120,000 and $100,000, respectively, or such other amounts as the
Company and the officers shall agree upon.
In each case, the officer's employment may be terminated as a
result of death, disability, cause or "good reason", both before
or following any change in control of the Company. For this
purpose, good reason is generally defined as a diminution in
compensation or level of responsibility, forced relocation to
another area, or the failure to continue employment upon the
stated terms and conditions.
Under the agreements, the death of either Messrs. Lamberti or
Lamb would obligate the Company to pay their surviving spouse the
officer's salary for a period of 24 months, after which the spouse
would receive monthly benefits equal to one-half of the officer's
retirement benefits for period of 20 years or until the spouse's
death, whichever occurs first. A similar obligation would arise
in the event of the death of either Messrs. Shull or Harmon,
except at the period during which full salary would be paid would
be 12 rather than 24 months. In the event either Messrs. Lamberti
or Lamb become disabled, the officer would be entitled to
disability benefits equal to one-half of their annual salary until
they reach age 65 or are no longer disabled or until their death,
whichever occurs first. In the event they recover from their
disability, retirement benefits would be paid thereafter until
death. Neither Messrs. Shull nor Harmon are entitled to receive
any disability payments under their agreements with the Company.
In the event of termination for cause (or other than for good
reason), each of the four officers is entitled to receive their
salary to the date of termination. In the event an officer
terminates employment for good reason, the Company would be
obligated to pay such officer (i) his salary through the date of
termination, (ii) a portion of the highest annual bonus received
during the three previous fiscal years, if any, (iii) a payment
equal to 2.0 times the sum of the officer's salary and bonus
allocation, (iv) all compensation previously deferred and (v) the
present value of their retirement benefits, if any. Certain
employee benefits also would be continued for a two-year period
following the date of termination. If an officer terminates
employment for good reason within three years following a change
of control, the Company would be obligated to pay such officer as
it would for a "good reason" termination described above, except
that the multiple would be 3.0 times the sum of the officer's
salary and bonus allocation rather than 2.0 times. Similarly,
certain employee benefits also would be continued for a three-year
period following the date of termination. In the event of such a
<PAGE>
termination, the Company would be obligated to take into account
the golden parachute tax provisions of the Internal Revenue Code
of 1986 and may be required to adjust the payment amount to avoid
an adverse tax result to the officer as a result of receiving the
foregoing amounts.
Each agreement further provides for the voluntary retirement
of the officer at age 65, or upon reaching 59 years of age and
having completed 25 years of employment with the Company,
following which an officer would be entitled to receive an annual
retirement benefit equal to one-half of his most recent salary
payable until his death. The Board of Directors may extend an
officer's employment on a year-to-year basis following age 65, and
each officer is expected to hold themselves available at the
written request of the Board of Directors to consult and advise
with the officers and directors of the Company.
COMPARATIVE STOCK PERFORMANCE*
The Performance Graph set forth below compares the cumulative
total shareholder return on the Company's Common Stock for the
last five fiscal years with the cumulative total return on the
Russell 2000 Index and a peer group index based on the common
stock of the following three companies: Dairy Mart Convenience
Stores, Uni-Marts Incorporated and Sunshine Jr. Stores
Incorporated. The cumulative total shareholder return
computations set forth in the Performance Graph assume the
investment of $100 in the Company's Common Stock and each index on
April 30, 1990, and reinvestment of all dividends. The total
shareholder returns shown are not necessarily indicative of future
returns.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CASEY'S GENERAL STORES, INC., THE RUSSELL 2000 INDEX AND A
PEER GROUP
<TABLE>
<CAPTION>
April
---------------------------------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Casey's General
Stores, Inc. $100 100 104 182 185 276 394
Peer Group $100 100 90 100 70 119 106
Russell 2000 $100 100 110 129 150 171 184
</TABLE>
* $100 invested on April 30, 1990 in stock or index -
including reinvestment of dividends.
Fiscal year ending April 30.
<PAGE>
* The peer group index reflected on the above Performance Graph
does not include Circle K Corp., a company that was included
in the peer group index set forth in the Proxy Statement for
the 1993 Annual Meeting of the Company's shareholders. The
Company understands that Circle K Corp. ceased active trading
and public reporting in November 1994 and only recently
returned to public ownership and reporting. The Company
further understands that the information necessary to return
Circle K Corp. to the peer group index is not yet publicly
available.
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors
determines annually the compensation to be paid to the Company's
Chief Executive Officer and other executive officers, including
the executive officers named in the Summary Compensation Table.
The Compensation Committee members are John R. Fitzgibbon
(Chairman), John P. Taylor, George A. Doerner and Kenneth H.
Haynie. Mr. Haynie is a shareholder and President of Ahlers,
Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., a law firm in Des
Moines, Iowa. The Company retained this law firm during fiscal
1995 for legal services and expects to retain such firm in the
current fiscal year.
CERTAIN TRANSACTIONS
At one store location, the Company is currently a sublessee
of a trust created by Mr. Lamberti for the benefit of his heirs.
The trust is irrevocable for federal income tax purposes, and
Mr. Lamberti exercises no incidents of ownership over it.
Following the December 1, 1984, dissolution of a corporation
beneficially owned by Mr. Lamberti, the trust succeeded to the
interest in the lease with the Company. The trust currently owns
the building at that location and itself leases the real estate at
that location from another trust. The Company's sublease
originally commenced on October 1, 1977, for a term of 10 years,
and provided for a fixed monthly rental payment of $1,300 and
payment of an amount equal to 1% of sales by the leased store. In
December 1984, the Company's sublease was extended until September
30, 1997 for the same rental. The amounts received by the trust
<PAGE>
under the lease during the past three fiscal years were $24,565 in
fiscal 1993, $34,903 in fiscal 1994 and $36,356 in fiscal 1995.
The Company does not intend to lease additional store sites or
buildings from affiliated persons.
During fiscal 1995, the Company leased its former
headquarters site and building, primarily for storage purposes,
from a general partnership (Broadway Distributing Co.) composed of
the Company (50%), Mr. Lamberti (25%) and Walter J. Carlson (25%),
a former director and officer of the Company. The property was
leased under the terms of a 15-year lease that commenced on
January 1, 1978 and terminated on December 31, 1992, and provided
for an annual rental of $54,000 plus the payment by the Company of
all property taxes. The Company has continued to occupy the
property following termination of the lease as a tenant at will
and has subleased a portion of the same to a local government
agency. The Company has paid $64,800 in rentals under the lease
during each of the past three fiscal years.
PROPOSAL 2
AMENDMENT OF THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION TO PROVIDE
FOR A CLASSIFIED BOARD OF DIRECTORS
The Board of Directors has approved and recommends that the
shareholders adopt an amendment to the Restated and Amended
Articles of Incorporation, as amended (the "Restated Articles"),
to set forth a new Article V(A) which would classify the Board of
Directors into three classes of directors and would specify
procedures relating to the election of directors (the "Classified
Board Amendment"). The Board of Directors believes that the
Classified Board Amendment will further continuity and stability
in the leadership and policies of the Company and discourage
certain types of tactics that could involve actual or threatened
changes of control that are not in the best interest of the
shareholders. The full text of the Classified Board Amendment is
set forth as Exhibit A to this Proxy Statement, and the following
description is qualified in its entirety by reference to the text
of the Classified Board Amendment.
The Classified Board Amendment would in general (i) classify
the Board of Directors into three separate classes, as nearly
equal in number as possible, with one class being elected each
year, (ii) provide that any vacancy on the Board of Directors may
be filled by the remaining directors then in office, even if such
directors constitute less than a quorum and (iii) provide that the
number of directors shall be not less than four nor greater than
nine with a number within such range to be determined by a
majority of the Board of Directors. Article V(A) of the Restated
<PAGE>
Articles currently provides that the number of directors shall be
not less than four nor greater than nine. The Company currently
has eight directors, and each is elected annually for a one-year
term.
The Iowa Business Corporation Act permits the Board of
Directors to be divided into classes serving staggered terms. If
the Classified Board Amendment is adopted, the Company's directors
will be divided into three classes, and 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).
Thus, starting with the 1996 Annual Meeting, one class of
directors will be elected each year for a three-year term.
Information concerning the current nominees for election as
directors at the 1995 Annual Meeting and the terms for which they
will serve if the Classified Board Amendment is adopted is
contained under the caption "Election of Directors" on pages 4
through 8 of this Proxy Statement. If the Classified Board
Amendment is not adopted, all directors will be elected to serve
until the 1996 Annual Meeting (and, in each case, until their
respective successors are duly elected and qualified).
Under the Classified Board Amendment, any vacancies in the
Board of Directors, as well as any directorship to be filled by
reason of an increase in the number of directors, would be filled
by the affirmative vote of a majority of the remaining directors.
Any director elected to fill a vacancy created other than by
reason of an increase in the number of directors would be elected
for the unexpired term of his or her predecessor in office. Any
director elected to fill a vacancy by reason of an increase in the
number of directors would continue in office only until the next
election of directors by the shareholders.
The Board of Directors believes that a classified board will
promote continuity and stability of the Company's management and
policies, since a majority of the Company's directors at any given
time will have prior experience as Company directors. In addition
to providing continuity and stability in the membership of the
Board of Directors and in the policies established by the Board,
the Classified Board Amendment also would permit new directors to
become familiar with the business of the Company and to benefit
from the experience of the continuing directors. A classified
board increases the likelihood that at all times at least
two-thirds of the members of the Board of Directors will have
experience and familiarity with the business, affairs and issues
of the Company.
The classification of directors could have the effect of
making it more difficult for shareholders to change the
<PAGE>
composition of the Board of Directors in a relatively short period
of time because at least two annual meetings of shareholders,
instead of one, generally would be required to effect a change in
the majority of the Board of Directors. Although the delay
necessary to effect a change in the majority of the Board of
Directors may discourage a holder of a large block of the
Company's securities from attempting to acquire control of the
Company or to remove incumbent management, such a provision would
have the effect of encouraging such a holder to negotiate with the
Company and obtain the approval of the directors or shareholders.
The Board of Directors believes that the benefits of encouraging
stability of the Board of Directors and encouraging negotiations
with the Company outweigh the possible disadvantages of making it
more difficult for shareholders to change the composition of the
Board of Directors in a relatively short period of time. The
Company is not aware of any attempt to take over the Company or of
any attempt to acquire a large block of the Company's Common
Stock, and the Classified Board Amendment is not being proposed in
response to any such attempts.
The Restated Articles and Bylaws of the Company, together
with certain agreements to which the Company is a party, could
deter, to varying degrees and under varying circumstances, hostile
takeovers (including those that might result in a premium over the
market price) or other efforts to take control of the Company or
remove incumbent management without the approval of the Board of
Directors. These include (a) a shareholder rights plan,
authorizing the issuance of Common Share Purchase Rights that
become exercisable and transferable apart from the Common Stock
shortly after a person or group, without the Company's consent,
acquires beneficial ownership of 20% or more of the Company's
Common Stock or commences or announces the intent to make a tender
offer or exchange offer that could result in a change of control
of the Company, (b) the authority of the Board of Directors to
issue series of preferred shares with such voting rights and other
powers as the Board of Directors may determine, (c) notice
requirements relating to nominations to the Board of Directors,
(d) the authority of the Board of Directors to fill vacancies on
the Board of Directors, (e) the Trust Agreement creating the
Company's ESOP (which currently holds approximately 8.44% of the
outstanding shares of Common Stock), permitting ESOP participants
to direct the trustee in the voting or tender of the shares of
Common Stock allocated to their ESOP account and (f) employment
agreements with the Company's four executive officers, under which
changes of control may result in the payment of increased
severance benefits to the officers upon termination or demotion
following a change of control. Certain other provisions of Iowa
corporate law also may have the same effect, such as those
provisions authorizing shareholder rights plans and permitting
directors to consider certain community interest factors in
evaluating merger proposals.
<PAGE>
The affirmative votes of the holders of two-thirds of the
outstanding shares of Common Stock are required for approval of
the Classified Board Amendment. Any alteration, amendment or
repeal of the Classified Board Amendment will require the same
affirmative vote or approval as approval of the Classified Board
Amendment.
The Board of Directors recommends a vote FOR adoption of the
Classified Board Amendment.
PROPOSAL 3
APPROVAL OF THE CASEY'S GENERAL STORES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The Board of Directors adopted the Casey's General Stores,
Inc. Non-Employee Directors' Stock Option Plan (the "Director
Stock Plan") at its regular meeting on August 29, 1994, subject to
the approval of the shareholders of the Company. Accordingly, at
the 1995 Annual Meeting, shareholders will be asked to approve the
Director Stock Plan, and the Board recommends that it be approved.
The Board of Directors and management believe that the
Director Stock Plan will help attract and retain superior
directors and promote long-term growth and profitability by
further aligning director and shareholder interests. The
affirmative vote of a majority of the shares voting on this
proposal is required for its adoption.
The full text of the Director Stock Plan is set forth as
Exhibit B to this Proxy Statement, and the following description
is qualified in its entirety by reference to the full text of the
Director Stock Plan. All defined terms used below have the
meaning set forth in the Director Stock Plan, unless otherwise
indicated.
PURPOSE
The Director Stock Plan is intended to promote the interest
of Casey's General Stores, Inc. by affording non-employee
directors an opportunity to acquire a proprietary interest in the
Company, in order to attract and retain non-employee directors, to
provide them with long-term financial incentives to increase the
value of the Company, and to provide them with a stake in the
future of the Company which corresponds to the stake of each of
the Company's shareholders.
<PAGE>
ELIGIBILITY
Only the Company's non-employee directors are eligible to
participate in the Director Stock Plan.
SHARES SUBJECT TO PLAN
Subject to certain adjustments to prevent dilution, the total
number of shares of Common Stock available for awards under the
Director Stock Plan shall not exceed 100,000 shares. In the event
that any option expires or is terminated unexercised, such shares
shall thereafter be again available for issuance pursuant to the
Director Stock Plan. Options may be granted until all shares
authorized for issuance under the Director Stock Plan have been
issued.
EFFECTIVE DATE
The effective date of the Director Stock Plan is August 29,
1994, being the date of the Board of Directors' approval of the
Directors' Stock Plan. No option granted under the Director Stock
Plan, however, shall have any force or effect or become
exercisable unless and until the Director Stock Plan is approved
by the shareholders of the Company at the Annual Meeting on
September 15, 1995.
TERMS OF OPTIONS
All options granted under the Director Stock Plan are
non-statutory stock options, evidenced by an agreement between the
Company and the director. Contingent awards of options to
purchase shares of Common Stock, which are subject to shareholder
approval of the Director Stock Plan at the Annual Meeting, and
annual option awards would be made to non-employee directors under
the Director Stock Plan.
On August 29, 1994, upon the Board of Directors' approval of
the Director Stock Plan, each non-employee director (consisting of
Messrs. Fitzgibbon, Doerner, Haynie and Taylor) was awarded a
contingent option to purchase up to a maximum of 5,000 shares of
Common Stock, with the amount being calculated in accordance with
the formula following:
<PAGE>
Number of option shares = [years of continuous service
as a non-employee director
times 1,000, but in no event
more than 5,000 shares]
Under the Director Stock Plan, the exercise price of these initial
contingent awards (calculated as described below) would be $11.47
per share.
On May 1, 1995, each such non-employee director became
entitled to a second contingent option to purchase 1,000 shares of
Common Stock, at an exercise price of $13.59 per share.
The foregoing contingent awards would made upon the same
terms and conditions as those established in the Director Stock
Plan for other options, except that no director shall acquire any
rights to exercise the options or acquire the shares of Common
Stock represented thereby until such time as the Director Stock
Plan has been approved by the shareholders of the Company.
In addition to the foregoing contingent awards, the Director
Stock Plan provides that on May 1 of each year, commencing May 1,
1996, each Eligible Non-Employee Director (defined generally as
any non-employee director serving in that capacity as of the last
day of a fiscal year) shall be awarded an option to purchase 1,000
shares of Common Stock, so long as the Director Stock Plan has
been approved by the shareholders of the Company on or before said
date.
EXERCISE PRICE OF OPTIONS
The purchase price per share with respect to each option
awarded under the Director Stock Plan, including the contingent
awards described above, shall be the average of the last reported
sale prices of the Common Stock on the last trading day of each of
the 12 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). Upon exercise of an
option, payment may be made in cash, shares of Common Stock valued
at the fair market value as of the date of exercise, or by a
combination thereof.
DURATION; TRANSFERABILITY
No option granted under the Director Stock Plan is
exercisable on or after the tenth anniversary of the date on which
the option is granted. During the lifetime of an Eligible
Non-Employee Director to whom an award is made, only the Eligible
Non-Employee Director may exercise an option to purchase shares of
Common Stock, and the option shall not be transferable or
assignable to any other person or for any other reason. Upon the
death of an Eligible Non-Employee Director, any remaining options
<PAGE>
may be exercised by the legal representatives, trustees or
beneficiaries of the Eligible Non-Employee Director within 12
months after the date of his or her death.
TERMINATION AND AMENDMENT
The Director Stock 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 Director Stock Plan have been awarded; provided,
however, that the Director Stock Plan may not be amended more than
once every six months other than to comport with changes in the
Internal Revenue Code or the Employee Retirement Income Security
Act or the rules thereunder. In addition, if the Director Stock
Plan is approved by the shareholders of the Company, then no
amendment may be made without prior approval of the shareholders
if the amendment would materially increase the benefits accruing
to participants or increase the number of shares to be issued
under the Director Stock Plan (other than to prevent dilution) or
materially modify the requirements as to the eligibility for
participation in the Director Stock Plan.
TAX TREATMENT
All options to be granted under the Director Stock Plan are
non-statutory options and are not entitled to special tax
treatment under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). The grant of a stock option generally
does not result in taxable income to the recipient. Directors who
exercise an option generally recognize ordinary income in an
amount equal to the difference between the option price and the
fair market value of the resulting shares. The Company generally
is not entitled to an income tax deduction with respect to the
grant of a stock option or the sale of stock acquired pursuant
thereto. The Company is permitted a deduction equal to the amount
of ordinary income the recipient is required to recognize with
respect to a stock option.
NEW PLAN BENEFITS
The following table summarizes the benefits related to the
outstanding contingent awards made to the current non-employee
directors under the Director Stock Plan. All such directors have
been nominated for re-election to the Board of Directors at the
Annual Meeting.
<PAGE>
<TABLE>
<CAPTION>
Number of Dollar
Director Options Value(3)
- -------- --------- --------
<S> <C> <C>
John R. Fitzgibbon 6,000 (1) $110,250
George A. Doerner 6,000 (1) $110,250
Kenneth H. Haynie 6,000 (1) $110,250
Jack P. Taylor 2,000 (2) $ 36,750
All non-employee 20,000 $367,500
directors as a group
(4 persons)
____________________
</TABLE>
(1) Consisting of options for 5,000 shares at an exercise price
of $11.47 per share and options for 1,000 shares at an
exercise price of $13.59 per share.
(2) Consisting of options for 1,000 shares at an exercise price
of $11.47 per share and options for 1,000 shares at an
exercise price of $13.59 per share.
(3) Based on the last reported sales price per share of the
Company's Common Stock of $18-3/8 on July 19, 1995.
For the reasons discussed above, the Board of Directors
believes that the Director Stock Plan would be in the best
interests of the Company and its shareholders and recommends a
vote FOR this proposal.
AUDITORS
KPMG Peat Marwick LLP was engaged by the Company to serve as its
auditors for fiscal 1995. Representatives of KPMG Peat Marwick LLP
will be in attendance at the Annual Meeting to be held on
September 15, 1995, and will be available to respond to
appropriate questions and may make a statement if they so desire.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the
Annual Meeting of shareholders in 1996 must be received by the
Company by April 10, 1996 in order to be eligible for inclusion in
the proxy statement and proxy card relating to such meeting.
<PAGE>
ANNUAL REPORT
The Company's 1995 Annual Report is being mailed to
shareholders with this Proxy Statement. The Company will provide
without charge to each shareholder, on written request, a copy of
the Company's Annual Report on Form 10-K for the year 1995,
including the financial statements and schedules thereto, filed
with the Securities and Exchange Commission. If a shareholder
requests copies of any exhibits to such Form 10-K, the Company may
require the payment of a fee covering its reasonable expenses. A
written request should be addressed to the Corporate Secretary,
Casey's General Stores, Inc., One Convenience Blvd., Ankeny, Iowa
50021-0845.
By Order of the Board of Directors,
/s/ John G. Harmon
---------------
John G. Harmon
Secretary
August 11, 1995
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY
IN THE ACCOMPANYING POSTPAID ENVELOPE.
<PAGE>
EXHIBIT A
CLASSIFIED BOARD AMENDMENT
Set forth below is the full text of Article V(A) of the
Restated Articles, as proposed to be amended:
A. The number of directors of the Corporation shall be
not less than four (4) and not greater than nine (9),
and, effective as of the annual meeting of shareholders
in 1995, the Board of Directors shall be divided into
three classes, designated Class I, Class II and Class
III. Such classes shall be as nearly equal in number as
possible. The term of directors of one class shall
extend to each annual meeting of shareholders and in all
cases as to each director, until his successor shall be
elected and shall qualify, or until his earlier
resignation, removal from office, death or incapacity.
Additional directorships resulting from an increase in
number of directors shall be apportioned among the
classes as equally as possible. The initial term of
office of directors of Class I shall extend to the
annual meeting of shareholders in 1996, that of Class II
shall extend to the annual meeting in 1997, and that of
Class III shall extend to the annual meeting in 1998,
and in all cases as to each director until his successor
shall be elected and shall qualify or until his earlier
resignation, removal from office, death or incapacity.
At each annual meeting of shareholders, the number of
directors equal to the number of directors of the class
whose term extends to the time of such meeting shall be
elected to hold office until the third succeeding annual
meeting of shareholders after their election. The Board
of Directors may, upon a majority vote of its members,
increase or decrease the number of directors within the
limits set forth above. Any vacancy occurring in the
Board of Directors and any directorship to be filled by
reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the
Board of Directors. Any director elected to fill a
vacancy created other than by reason of an increase in
the number of directors shall be elected for the
unexpired term of his predecessor in office. Any
director elected to fill a vacancy by reason of an
increase in the number of directors may continue in
office only until the next election of directors by the
shareholders.
<PAGE>
EXHIBIT B
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:
<PAGE>
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]
(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
<PAGE>
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.
(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
<PAGE>
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.
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:
<PAGE>
(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; or
(iii) materially modify the requirements as 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 the 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>
CASEY'S GENERAL STORES, INC. PROXY
ONE CONVENIENCE BOULEVARD
ANKENY, IOWA 50021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO]
The undersigned hereby appoints Donald F. Lamberti and Ronald
M. Lamb as Proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Casey's General Stores,
Inc. held of record by the undersigned on August 4, 1995 at the
Annual Meeting of shareholders to be held on September 15, 1995,
or any adjournment thereof.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
__
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
__
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the box next to the nominee's
name below.)
__ __
__ Donald F. Lamberti (3) __ Ronald M. Lamb (2)
__ __
__ Douglas K. Shull (3) __ John G. Harmon (2)
__ __
__ John R. Fitzgibbon (2) __ George A. Doerner (1)
__ __
__ Kenneth H. Haynie (3) __ John P. Taylor (1)
(1) To be designated as a Class I Director with term ending in
1996, if Proposal 2 is approved.
(2) To be designated as a Class II Director with term ending in
1997, if Proposal 2 is approved.
<PAGE>
(3) To be designated as a Class III Director with term ending in
1998, if Proposal 2 is approved.
2. PROPOSAL 2 - AMENDMENT OF THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION TO PROVIDE FOR A CLASSIFIED
BOARD OF DIRECTORS, as described in the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
3. PROPOSAL 3 - APPROVAL OF THE NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN as described in the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the
meeting.
(To be signed on the other side.)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 and 3.
DATED: _____________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
Please sign exactly as name appears.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
CASEY'S GENERAL STORES, INC. INSTRUCTION
ONE CONVENIENCE BOULEVARD CARD
ANKENY, IOWA 50021
[LOGO]
INSTRUCTIONS TO: UMB Bank, n.a., as Trustee of the
Sixth Amended and Restated Casey's General
Stores, Inc. Employees' Stock Ownership Plan
and Trust (the "ESOP").
I hereby direct that the voting rights pertaining to all
shares of Common Stock of Casey's General Stores, Inc. held by the
Trustee and allocated to my account in the ESOP shall be exercised
at the Annual Meeting of the shareholders of Casey's General
Stores, Inc. to be held on September 15, 1995, or at any
adjournment of such meeting, in accordance with the instructions
below, in voting upon the election of Directors, amendment of the
Restated and Amended Articles of Incorporation, approval of the
Non-Employee Directors' Stock Option Plan, and on any other
business that may properly come before the meeting.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
__
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
__
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the box next to the nominee's name
below.)
__ __
__ Donald F. Lamberti (3) __ Ronald M. Lamb (2)
__ __
__ Douglas K. Shull (3) __ John G. Harmon (2)
__ __
__ John R. Fitzgibbon (2) __ George A. Doerner (1)
__ __
__ Kenneth H. Haynie (3) __ John P. Taylor (1)
<PAGE>
(1) To be designated as a Class I Director with term ending in
1996, if Proposal 2 is approved.
(2) To be designated as a Class II Director with term ending in
1997, if Proposal 2 is approved.
(3) To be designated as a Class III Director with term ending in
1998, if Proposal 2 is approved.
2. PROPOSAL 2 - AMENDMENT OF THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION TO PROVIDE FOR A CLASSIFIED
BOARD OF DIRECTORS, as described in the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
3. PROPOSAL 3 - APPROVAL OF THE NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN as described in the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
4. In its discretion, the Trustee is authorized to vote
upon such other business as may properly come before the
meeting.
(To be signed on the other side.)
<PAGE>
CASEY'S GENERAL STORES, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
You are entitled to direct the voting of the total number of
shares of Common Stock of Casey's General Stores, Inc. allocated
to your account in the ESOP through August 4, 1995, the record
date for voting at the September 15, 1995 Annual Meeting of
shareholders, if your completed and signed Instruction Card is
received by the Trustee no later than September 13, 1995. If your
voting instructions are not timely received by the Trustee, the
shares allocated to your account and the other shares held by the
Trustee for which no instructions were timely received will be
voted by the Trustee in the same manner and proportion as the
Trustee votes shares for which the Trustee does receive timely
instructions.
DATED: _____________________, 1995
___________________________________
Participant's Signature
(Please sign exactly as your name
appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
