August 8, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Casey's General Stores, Inc. (0-12788)
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
20, 1996. The Company now expects to commence distribution of these
materials to shareholders and ESOP participants beginning on
or about August 9, 1996 (rather than August 5th, as indicated in the
preliminary proxy materials).
Should the staff have any questions or comments on the
enclosed materials, 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 9, 1996
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
9:00 A.M., Iowa time, on Friday, September 20, 1996. The formal
Notice of Annual Meeting and Proxy Statement, which are contained
in the following pages, outline the election of directors and
other proposal 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 1996 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,
1996.
We look forward to seeing you at the meeting and thank you
for your continued interest in the Company.
Sincerely,
Donald F. Lamberti
Chief Executive Officer
and Chairman of the Board
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 20, 1996
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 20, 1996, at 9:00
A.M., Iowa time, for the following purposes:
1. To elect eight members to the Board of Directors to
serve until the next ensuing Annual Meeting of shareholders or until
their successors are elected and qualified;
2. To consider and act upon a proposal to amend the
Restated and Amended Articles of Incorporation, as amended, to increase
the number of authorized shares of Common Stock; and
3. To transact such other business as may properly come
before the meeting or at any adjournment thereof.
The Board of Directors has fixed the close of business, July
24, 1996, 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,
John G. Harmon
Secretary
August 9, 1996
<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 9, 1996, 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 July 24, 1996. 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 9:00 A.M., Iowa time, on Friday,
September 20, 1996.
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, and FOR the proposal
to amend the Restated and Amended Articles of Incorporation, as
amended (the "Restated Articles") to increase the number of
authorized shares of Common Stock (the "Proposed Amendment"). 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.
<PAGE>
So far as the Board of Directors and the management of the
Company are aware, no matters other than those described in this
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
Holders of record of the Common Stock at the close of
business on the record date, July 24, 1996, will be entitled to
vote on all matters to be presented at the Annual Meeting. On
the record date, 26,225,206 shares of Common Stock were
outstanding. Each such share of Common Stock will be entitled to
one vote on all matters.
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 date 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 2,151,179 (1) 8.20%
Donald F. Lamberti
One Convenience Blvd.
Ankeny, IA 50021 2,480,836 (2) 9.46%
</TABLE>
- -------------------------
(footnotes on next page)
<PAGE>
(1) Information is as of July 24, 1996 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 857,646 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 24, 1996 and includes 547,764
shares held under the ESOP and currently allocated to the account of
Mr. Lamberti, over which Mr. Lamberti exercises voting power.
See footnote 1 above.
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
1996 Annual Meeting.
Directors are elected by a majority of the votes cast by the
shares entitled to vote in the election at a 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 will have the effect of votes cast against the election
of said nominee.
Approval of the Proposed Amendment to the Restated Articles
requires the affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock. Shares abstaining from
voting on the Proposed Amendment are considered present at the
meeting for purposes of determining a quorum, but are treated as
having voted against the amendment 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
<PAGE>
for voting purposes with respect to such matter. Consequently,
both abstentions and any broker non-votes with respect to the
Proposed 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 1996 Annual Meeting of shareholders. All nominees are
currently directors of the Company and have been previously
elected by the shareholders, except Patricia Clare Sullivan who
was elected as a director by the Board of Directors effective
June 14, 1996. Directors are elected to hold office until the
next annual election and, in each case, until their respective
successors are duly elected and qualified.
George A. Doerner's distinguished service on the Board of
Directors concluded with his death, after an extensive illness,
in April of this year. His guidance and counsel will be missed.
Additional information regarding each of these nominees is
set forth below. The number of shares of Common Stock of the
Company beneficially owned by each of the nominees as of July 24,
1996 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
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.
<PAGE>
Donald F. Lamberti, 58, 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.
Ronald M. Lamb, 60, 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.
Douglas K. Shull, 53, 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
Homeland Bankshares Corporation and as President of the Board of
Trustees of the Des Moines Area Community College.
John G. Harmon, 42, Corporate Secretary of the Company.
Mr. Harmon has been associated with the Company since 1976 and has
served as a director since 1987.
John R. Fitzgibbon, 74, 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 P. Taylor, 49, 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 has served as a director since 1993 and also serves as a
director of Firstar Bank Des Moines, N.A., Allied Group Inc. and three
wholly-owned property and casualty insurance subsidiaries of Allied
Group, Inc.
Kenneth H. Haynie, 63, 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.
<PAGE>
Patricia Clare Sullivan, 68, consultant and President
of Mercy Health Center of Central Iowa, Des Moines, Iowa from 1977 to 1995.
Ms. Sullivan, first elected as a director on June 14, 1996, also serves as
a director of Boatmen's National Bank of Des Moines.
MEETINGS AND COMMITTEES
The Board of Directors held six meetings and acted once by
unanimous consent during the fiscal year ended April 30, 1996.
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.
One such other Committee, the Shareholder Ad Hoc Committee,
was activated during the 1996 fiscal year for the purpose of
making recommendations to the Board of Directors with respect to
(i) the proposal to establish a classified board considered by
the shareholders at the 1995 Annual Meeting and (ii) the proposal
to increase the number of authorized shares of Common Stock to be
considered by the shareholders at the 1996 Annual Meeting. This
Committee, which consisted of Messrs. Fitzgibbon, Taylor, Doerner
and Haynie, met four times during the fiscal year ended April 30,
1996.
The Executive Committee, presently consisting of Messrs.
Lamberti, Lamb, Fitzgibbon and Haynie, 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, 1996.
The principal functions of the Audit Committee, presently
consisting of Messrs. Taylor, Fitzgibbon, Haynie and Shull
(ex-officio), are the recommendation to the Board of Directors of an
independent public accounting firm to be the Company's auditors,
and the approval of the audit arrangements and audit results.
The Committee met twice during the fiscal year ended April 30,
1996.
<PAGE>
The principal functions of the Compensation Committee,
presently consisting of Messrs. Fitzgibbon, Haynie and Taylor and
Ms. Sullivan, 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, Vice Presidents and outside directors. The Committee
met three times during the fiscal year ended April 30, 1996.
The Nominating Committee, presently consisting of Messrs.
Harmon, Lamb, Shull and Taylor, 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, 1996.
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.
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are also employees of the Company receive no
compensation in their capacities as directors. During the fiscal
year ended April 30, 1996, 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 paid the premiums on a directors' and officers'
liability insurance policy insuring all directors.
Under the Non-Employee Directors' Stock Option Plan (the
"Director Stock Plan"), prior contingent awards of options to
purchase shares of Common Stock granted to Messrs. Fitzgibbon,
Doerner and Haynie (an aggregate of 6,000 shares each) and Taylor
(an aggregate of 2,000 shares) on August 29, 1994 and May 1, 1995
became effective upon shareholder approval of the Director Stock
Plan at the 1995 Annual Meeting. The exercise prices for such
options were $11.47 and $13.59 per share, respectively. On May
1, 1996, Messrs. Fitzgibbon, Haynie and Taylor each received
options under the Director Stock Plan to purchase 1,000 shares of
Common Stock at an exercise price of $21.38 per share. On May 1
of each succeeding year, each Eligible Non-Employee Director
(defined in the Director Stock Plan as any person who is serving
as a non-employee director of the Company on the last day of a
fiscal year) will receive an option to purchase 1,000 shares of
Common Stock. The exercise price of all options awarded under
the Director Stock Plan is the average of the last reported sale
prices of shares of Common Stock on the last trading day of each
of the 12 months preceding the award of the option. The term of
such options is ten years from the date of grant, and each option
is exercisable immediately upon grant. The aggregate number of
shares of Common Stock that may be granted pursuant to the
Director Stock Plan may not exceed 100,000 shares, subject to
adjustment to reflect any future stock dividends, stock splits or
other relevant capitalization changes.
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of July 24, 1996, 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, 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 1,933,072 - 0 - 547,764 2,480,836 9.46%
Ronald M.
Lamb 309,000 - 0 - 254,560 563,560 2.15%
Douglas K.
Shull 70,000 - 0 - 2,425 72,425 *
John G.
Harmon - 0 - 5,000 52,897 57,897 *
John R.
Fitzgibbon 61,860 7,000 - 0 - 68,860 *
Kenneth H.
Haynie 27,431(4) 7,000 - 0 - 435,431(5) 1.66%
John P.
Taylor 10,000 3,000 - 0 - 13,000 *
Patricia Clare
Sullivan - 0 - - 0 - - 0 - - 0 - *
All executive officers
and directors as a group
(8 persons) 2,411,363 22,000 857,646 3,692,009 14.08%
</TABLE>
- -----------------------
* Less than 1%
(footnotes on following page)
<PAGE>
(1) Consisting of shares (which are included in the totals) that
are subject to acquisition through currently exercisable stock options
granted under the 1991 Incentive Stock Option Plan (or the predecessor
plan) or the Director Stock Plan, but which cannot be presently voted
by the executive officers or non-employee directors holding the options.
See "ELECTION OF DIRECTORS -- Compensation of Directors" and "EXECUTIVE
COMPENSATION -- Option Grants and Exercises" on pages 7 and 15 herein.
(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, 1995 (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 currently exercisable options and
ESOP shares.
(4) The amount shown consists of 17,131 shares owned by Mr.
Haynie's spouse and 10,300 shares owned by Mr. Haynie.
(5) 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, and 1,000 shares held by a family trust for which
Mr. Haynie acts as trustee.
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 the holders of voting trust
<PAGE>
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 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.
EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the
"Committee"), composed of the four current 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 1996 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 1996 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 an individual's stock
option award 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,
<PAGE>
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. Options were awarded to each of the four
executive officers during the 1996 fiscal year, as well as to the
Vice Presidents and a number of other Company employees.
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
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, 1996 was determined in accordance
with the above policies and in light of his employment agreement
with the Company. No adjustment was made to Mr. Lamberti's
current salary of $350,000 during 1996. Mr. Lamberti also earned
$200,000 in annual bonus for performance in the 1996 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
Kenneth H. Haynie
John P. Taylor
Patricia Clare Sullivan
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
the compensation earned or awarded during the last three fiscal
years to the chief executive officer and the three other most
highly compensated executive officers of the Company as of April
30, 1996 whose compensation (based on the total of the amounts
required to be shown in the salary and bonus columns of such
table) exceeded $100,000.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and Other Securities All Other
Principal Annual Underlying Compensation
Position(1) Year Salary($) Bonus($) Comp.($) Options (#) ($) (2)
- ---------- ----- --------- -------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Donald F. Lamberti
Chairman 1996 $350,000 $200,000 $2,444 10,000 - 0 -
and Chief 1995 350,000 200,000 2,444 0 $2,375
Executive 1994 250,000 200,000 2,444 0 3,681
Officer
Ronald M. Lamb
President 1996 $350,000 $200,000 $ 836 10,000 - 0 -
and Chief 1995 350,000 200,000 836 0 $2,375
Operating 1994 250,000 200,000 836 0 3,681
Officer
Douglas K. Shull
Treasurer 1996 $133,750 $ 85,000 $2,248 5,000 $5,350
and Chief 1995 125,000 80,000 2,248 0 4,875
Financial 1994 119,000 80,000 2,248 10,000 5,521
Officer
John G. Harmon
Corporate 1996 $113,750 $ 85,000 $1,789 5,000 $4,550
Secretary 1995 105,000 80,000 1,789 0 4,475
1994 98,334 80,000 1,789 10,000 4,778
</TABLE>
- -------------------------------------------------------------------------
(1) The Company currently has only four executive officers
for whom individualized pay disclosure is required under the rules of the
Securities and Exchange Commission.
(2) The amount shown for each named executive officer is the
total of the Company's contributions to the Company's 401(k) plan,
in which all employees are eligible to participate, and contributions
to the ESOP.
<PAGE>
OPTION GRANTS AND EXERCISES
The following tables summarize, for the fiscal year ended
April 30, 1996, option grants to and option exercises by the
executive officers named in the Summary Compensation Table under
the 1991 Option Plan, and the value of the options held by such
persons at April 30, 1996:
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
realizable
value at
assumed
annual rates
of stock
Percent price
of total appreciation
options for option
Option granted to Exercise Expira- terms (2)
granted employees in price tion 5% 10%
Name (#)(1) fiscal year ($/Sh) Date ($) ($)
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Donald F.
Lamberti 10,000 5.49% 21-3/8 12/20/05 134,430 340,660
Ronald M.
Lamb 10,000 5.49% 21-3/8 12/20/05 134,430 340,660
Douglas K.
Shull 5,000 2.75% 21-3/8 12/20/05 67,215 170,330
John G.
Harmon 5,000 2.75% 21-3/8 12/20/05 67,215 170,330
</TABLE>
- --------------------------------------------------------------------------
(1) Stock options have no value on the date of grant because
the exercise price per share is equal to the market price per share of the
Company's Common Stock on the date the option is granted. A stock option
has value to the optionee in the future only if the market price of the
Company's Common Stock at the time the option is exercised exceeds the
exercise price.
<PAGE>
(2) The dollar amounts under the 5% and 10% Columns are the
result of calculations required by the Securities and Exchange Commission
and should not be viewed as, and are not intended to be, a forecast of
possible future appreciation in the Company's stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<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 (#) ($) (1) (#) (in shares) (in dollars)(2)
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald F.
Lamberti 0 0 0/10,000 0/1,880
Ronald M.
Lamb 0 0 0/10,000 0/1,880
Douglas K.
Shull 60,000 820,000 0/5,000 0/940
John G.
Harmon 5,000 78,150 10,000/5,000 113,130/94
</TABLE>
- ---------------------------------------------------------------------
(1) The "value realized" represents the difference
between the exercise price of the option shares and the market price of
the option shares on the date the option was exercised. The value
realized was determined without considering any taxes which may have
been owed.
(2) Calculated on the basis of a stock price of $21-9/16
per share, which was the last reported sales price of shares of Common
Stock reported on the NASDAQ National Market System on April 30, 1996,
minus the exercise price.
<PAGE>
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 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 a period of 20 years or until the spouse's death,
whichever occurs first. A similar obligation would
<PAGE>
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 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.
<PAGE>
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 on the following page
compares the cumulative total shareholder return on the
Company's Common Stock for the last five fiscal years with
the cumulative total return on (i) the Russell 2000 Index,
(ii) a peer group index based on the common stock of Dairy
Mart Convenience Stores and Uni-Marts Incorporated (the "Old
Peer Group") and (iii) a new peer group index based on the
common stock of the following companies: Dairy Mart
Convenience Stores, Uni-Marts Incorporated, E-Z Serve Corp.
and Southland Corp. (the "New Peer Group"). The Old Peer
Group does not include Sunshine Jr. Stores Incorporated or
Circle K Corp., both of which have been included in one or
more of the Company's previous peer group indices, due to
their mergers with E-Z Serve Corp. and Tosco Corp.,
respectively. In light of these developments, the Company
has determined to use an index based on the common stock of
the New Peer Group for future shareholder return
comparisons.
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,
1991, and reinvestment of all dividends. The total
shareholder returns shown are not intended to be indicative
of future returns.
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CASEY'S GENERAL STORES, INC., THE RUSSELL 2000 INDEX
AN OLD AND A NEW PEER GROUP
April 30,
--------------------------------------------
1991 1992 1993 1994 1995 1996
--------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Casey's General
Stores, Inc. $100 175 178 265 379 476
Old Peer Group $100 128 91 136 120 158
New Peer Group $100 89 284 264 232 205
Russell 2000 $100 117 136 156 167 222
</TABLE>
The above Performance Graph and related disclosure and
the Report of the Compensation Committee (set forth on pages
11 through 13 hereof) shall not be deemed incorporated by
reference by any general statement incorporating this Proxy
Statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, as amended, except
to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be
deemed filed under such acts.
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 current members of the
Compensation Committee are Messrs. Fitzgibbon (Chairman),
Haynie and Taylor and Ms. Sullivan. 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 1996
for legal services and expects to retain such firm in the
current fiscal year.
<PAGE>
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 under the lease during the
past three fiscal years were $34,903 in fiscal 1994, $36,356
in fiscal 1995 and $36,148 in fiscal 1996. The Company does
not intend to lease additional store sites or buildings from
affiliated persons.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
any persons who own more than 10% of the Company's Common
Stock, to file initial reports of ownership and reports of
changes in ownership of Common Stock with the Securities and
Exchange Commission. Such persons are required by SEC
regulations to furnish the Company with copies of all
Section 16(a) forms they file. To the Company's knowledge,
based solely on review of the copies of such reports
furnished to the Company and written representations that no
other reports were required during the year ended April 30,
1996, all such Section 16(a) filing requirements were met,
except Mr. Taylor inadvertently filed one report late with
respect to his purchase of shares of Common Stock.
<PAGE>
PROPOSAL 2
AMENDMENT OF THE RESTATED ARTICLES
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
The Board of Directors has unanimously approved and
recommends to the shareholders that they consider and
approve a proposal to amend the Restated Articles to
increase the number of authorized shares of the Company's
Common Stock from 60,000,000 to 120,000,000. The Restated
Articles also presently authorize 1,000,000 shares of Serial
Preferred Stock, which will not be changed by the proposed amendment.
If the proposed amendment is approved, the first
sentence of Article IV of the Restated Articles would read
as follows:
A. The aggregate amount of authorized capital stock
of this Corporation shall be divided into two classes:
(i) 120,000,000 shares, consisting of one class designated as Common,
and having no par value and no pre-emptive rights, and
(ii) 1,000,000 shares, consisting of one class designated as
Serial Preferred having no par value.
The Board of Directors believes that the increase in the
number of authorized shares will benefit the Company by
improving its flexibility to consider further stock splits
in the future and to respond to future business
opportunities and needs. The additional authorized shares
also will be available for issuance from time to time in
connection with employee benefit plans, possible financings,
acquisitions of other companies or other corporate purposes,
or for issuance or exchange under the terms of the
distribution of stock purchase rights declared by the
Company's Board of Directors on June 14, 1989 in connection
with its adoption of a Shareholder Rights Plan.
<PAGE>
Authorized shares of Common Stock may be issued from time
to time without action by the Company's shareholders to such
persons and for such consideration and on such terms as the
Board of Directors determines. Holders of Common Stock do
not have any pre-emptive rights to purchase new shares when
Common Stock is issued by the Company. Therefore, the
issuance of additional Common Stock other than pro-rata
would have a dilutive effect on the present voting power of
the current shareholders. The additional shares for which
authorization is being sought would be identical with the
shares of Common Stock presently authorized and outstanding,
and the amendment would not effect the terms or rights of
holders of those shares. The Company has no current plans
to issue shares for any purpose other than shares issued
upon exercise of stock options granted to officers and
employees under the 1991 Option Plan.
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 Serial 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 Trust
Agreement creating the Company's ESOP (which currently holds
approximately 8.20% 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 (e) employment
agreements with the Company's four executive officers, under
which changes of control may result in the payment of
<PAGE>
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.
The affirmative vote of the holders of two-thirds of the
outstanding shares of Common Stock is required for approval
of the amendment to increase the number of authorized shares
of Common Stock from 60,000,000 to 120,000,000 shares.
The Board of Directors recommends a vote FOR this
proposal.
AUDITORS
KPMG Peat Marwick LLP was engaged by the Company to serve
as its auditors for fiscal 1996. Representatives of KPMG
Peat Marwick LLP will be in attendance at the Annual Meeting
to be held on September 20, 1996, 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 1997 must be received
by the Company by April 4, 1997 in order to be eligible for
inclusion in the proxy statement and proxy card relating to
such meeting.
<PAGE>
ANNUAL REPORTS
The Company's 1996 Annual Report, including consolidated
financial statements, is being mailed to shareholders with
this Proxy Statement, but does not form a part of the
material for the solicitation of proxies. 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 1996, including the consolidated 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,
John G. Harmon
Secretary
August 9, 1996
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE
ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ACCOMPANYING POSTPAID ENVELOPE.
<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 July 24, 1996 at the Annual Meeting of
shareholders to be held on September 20, 1996, 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 __ Ronald M. Lamb
__ __
__ Douglas K. Shull __ John G. Harmon
__ __
__ John R. Fitzgibbon __ Patricia Clare Sullivan
__ __
__ Kenneth H. Haynie __ John P. Taylor
<PAGE>
2. PROPOSAL 2 - AMENDMENT OF THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK, as described in
the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
3. 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 AND 2.
DATED: ----------------, 1996
-------------------------------
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 20,
1996, 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, 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 __ Ronald M. Lamb
<PAGE>
__ __
__ Douglas K. Shull __ John G. Harmon
__ __
__ John R. Fitzgibbon __ Patricia Clare Sullivan
__ __
__ Kenneth H. Haynie __ John P. Taylor
2. PROPOSAL 2 - AMENDMENT OF THE RESTATED AND AMENDED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK, as described in
the Proxy Statement.
___ ___ ___
___ FOR ___ AGAINST ___ ABSTAIN
3. 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 July 24, 1996,
the record date for voting at the September 20, 1996 Annual
Meeting of shareholders, if your completed and signed
Instruction Card is received by the Trustee no later than
September 18, 1996. 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: ------------------, 1996
------------------------------
Participant's Signature
(Please sign exactly as your name appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
