SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Quarter Ended July 31, 1996
Commission File Number 0-12788
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE CONVENIENCE BOULEVARD, ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, No Par Value 26,225,206 shares
(Class) (Outstanding at September 4, 1996)
<PAGE>
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Consolidated condensed balance sheets -
July 31, 1996 and April 30, 1996 3
Consolidated condensed statements
of income - three months ended
July 31, 1996 and 1995 5
Consolidated condensed statements of
cash flows - three months ended
July 31, 1996 and 1995 6
Notes to consolidated condensed
financial statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 13
Item 6. Exhibits and Reports on Form 8-K. 13
SIGNATURE 15
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
July 31, April 30,
1996 1996
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,944,748 12,673,855
Short-term investments 15,271,985 13,953,926
Receivables 3,008,258 2,679,967
Inventories 34,086,979 32,437,323
Prepaid expenses 5,564,926 8,266,308
----------- ----------
Total current assets 63,876,896 70,011,379
Long-term investments 4,600,379 5,153,169
Other assets 1,329,255 1,356,643
Property and equipment, net of
accumulated depreciation
July 31, 1996, $138,868,686
April 30, 1996, $132,609,514 341,487,880 328,313,767
----------- -----------
$411,294,410 404,834,958
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
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<PAGE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C>
Current liabilities:
Notes payable $ 14,250,000 21,025,000
Current maturities of
long-term debt 8,645,522 8,679,217
Accounts payable 38,281,896 36,190,236
Accrued expenses 16,583,200 17,032,275
Income taxes payable 3,374,000 ---
----------- ----------
Total current liabilities 81,134,618 82,926,728
Long-term debt, net of
current maturities 79,147,928 81,249,264
----------- ----------
Deferred income taxes 34,791,000 32,791,000
----------- ----------
Deferred compensation 1,795,153 1,693,288
----------- ----------
Shareholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 63,592,717 63,556,842
Retained earnings 150,832,994 142,617,836
----------- -----------
Total shareholders' equity 214,425,711 206,174,678
$411,294,410 404,834,958
</TABLE>
See notes to consolidated condensed financial statements.
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<PAGE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1996 1995
----------- -----------
<S> <C> <C>
Net Sales $286,907,949 $252,996,754
Franchise revenue 1,457,402 1,454,607
----------- -----------
288,365,351 254,451,361
Cost of goods sold 228,804,922 199,532,946
Operating expenses 37,421,313 34,797,993
Depreciation and
amortization 6,374,870 5,852,285
Interest, net 1,513,544 1,557,657
----------- -----------
274,114,649 241,740,881
Income before income taxes 14,250,702 12,710,480
Federal and state
income taxes 5,380,000 4,798,000
----------- -----------
Net income $ 8,870,702 7,912,480
=========== ===========
Earnings per common
and common equivalent
share $ .34 .30
=========== ===========
Weighted average number
of common and common
equivalent shares
outstanding 26,293,424 26,074,979
=========== ===========
</TABLE>
See notes to consolidated condensed financial statements.
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<PAGE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operations:
Net income ....................................... $ 8,870,702 7,912,480
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization ................ 6,374,870 5,852,285
Deferred income taxes ........................ 2,000,000 500,000
Changes in assets and liabilities:
Receivables ............................... (328,291) (32,351)
Inventories ............................... (1,649,656) (1,159,735)
Prepaid expenses ............................ 2,701,382 (573,208)
Accounts payable .......................... 2,091,660 886,552
Accrued expenses .......................... (449,075) 49,437
Income taxes payable ...................... 3,374,000 3,098,000
Other, net ....................................... 129,732 307,405
Net cash provided by operations .................... 23,115,324 6,840,865
Cash flows from investing:
Purchase of property and equipment (19,595,966) (18,644,674)
Purchase of investments .......................... (2,478,969) (602,625)
Sale of investments .............................. 1,760,204 3,447,134
----------- ------------
Net cash used in investing
activities ....................................... (20,314,731) (15,800,165)
Cash flows from financing:
Payments of long-term debt ....................... (2,135,031) (2,183,467)
Net activity of short-term debt .................. (6,775,000) 6,850,000
Proceeds from exercise of
stock options .................................. 35,875 1,011,813
Payment of cash dividends ........................ (655,544) (519,339)
----------- ------------
Net cash (used in) provided by
financing activities ............................. (9,529,700) 5,159,007
Net (decrease) increase in cash
and cash equivalents ............................. (6,729,107) 6,199,707
Cash and cash equivalents at
beginning of the year ............................ 12,673,855 5,477,784
---------- -----------
Cash and cash equivalents at
end of the quarter ............................... $ 5,944,748 11,677,491
=========== ============
</TABLE>
See notes to consolidated condensed financial statements.
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<PAGE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying consolidated condensed financial statements (unaudited)
include the accounts and transactions of the Company and its two
wholly-owned subsidiaries, Casey's Marketing Company and Casey's Services
Company. All material inter-company balances and transactions have been
eliminated in consolidation.
2. The accompanying consolidated condensed financial statements (unaudited)
have been prepared by the Company pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these interim
consolidated condensed financial statements be read in conjunction with the
Company's most recent audited financial statements and notes thereto. In
the opinion of management, the accompanying consolidated condensed
financial statements (unaudited) contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly the financial
position as of July 31, 1996, and the results of operations for the three
months ended July 31, 1996 and 1995, and changes in cash flows for the
three months ended July 31, 1996 and 1995. 3. Sales generally are strongest
during the Company's first quarter (May-July) and weakest during its fourth
quarter (February-April). In the warmer months of the year (which comprise
the Company's first two fiscal quarters), customers tend to purchase
greater quantities of gasoline and certain convenience items, such as beer,
soft drinks and ice. Difficult weather conditions in any quarter, however,
may affect sales of Company stores in specific regions and have an adverse
impact on net income for that period.
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<PAGE>
4. Retail gasoline profit margins have a substantial impact on the Company's
net income. Profit margins on gasoline sales can be adversely affected by
factors beyond the control of the Company, including over-supply in the
retail gasoline market, uncertainty or volatility in the wholesale gasoline
market (such as that experienced in fiscal 1991 as a result of the Persian
Gulf crisis) and price competition from other gasoline marketers. Any
substantial decrease in profit margins on retail gasoline sales or the
number of gallons sold could have a materially adverse effect on the
Company's earnings.
5. Recent congressional action to increase the federal minimum wage may have a
significant impact on the Company's operating results, particularly in the
near term, to the extent the forthcoming increase in labor expenses cannot
be passed along to customers through price increases. Although the Company
has in the past been able to, and will continue to attempt to, pass along
increases in operating costs through price increases, there can be no
assurance that all of the expected increases in labor costs can be
reflected in prices, or that price increases will be absorbed by customers
without diminishing customer spending in Company stores.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Financial Condition and Results of Operations
Casey's derives its revenue from the retail sale of food (including
freshly prepared foods such as pizza, donuts and sandwiches), beverages and
non-food products such as health and beauty aids, tobacco products, automotive
products and gasoline by Company stores and from the wholesale sale of certain
grocery and general merchandise items and gasoline to franchised stores. The
Company also generates revenues from continuing monthly royalties based on sales
by franchised stores, sign and facade rental fees and the provision of certain
maintenance, transportation and construction services to the Company's
franchisees. A typical store is generally not profitable for its first year of
operation due to start-up costs and will usually attain representative levels of
sales and profits during its third year of operation.
Due to the nature of the Company's business, most sales are for cash,
and cash provided by operations is the Company's primary source of liquidity.
The Company finances its inventory purchases primarily from normal trade credit
aided by the relatively rapid turnover of inventory. This turnover allows the
Company to conduct its operations without large amounts of cash and working
capital. As of July 31, 1996, the Company's ratio of current assets to current
liabilities was .79 to 1. The ratio at July 31, 1995 and April 30, 1996, was .58
to 1 and .84 to 1, respectively. Management believes that the Company's current
$27,000,000 bank lines of credit (aggregate amount), together with cash flow
from operations, will be sufficient to satisfy the working capital needs of its
business.
Net cash provided by operations increased $6,274,459 (37.3%) in the
three months ended July 31, 1996 from the comparable period in the prior year,
primarily as a result of a larger increase in accounts payable and a decrease in
prepaid expenses. Cash flows from investing and financing in the three months
ended July 31, 1996 decreased, primarily as a result of decreased short-term
debt. Cash flows in the future are expected to decrease as a result of the
anticipated growth in capital expenditures.
Capital expenditures represent the single largest use of Company funds.
Management believes that by reinvesting in Company stores, the Company will be
better able to respond to competitive challenges and increase operating
efficiencies. During the first three months of fiscal 1997, the Company
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<PAGE>
expended $19,595,966 for property and equipment, primarily for the construction
and remodeling of Company stores, compared to $18,644,674 for the comparable
period in the prior year. The Company anticipates expending approximately
$65,000,000 in fiscal 1997 for construction, acquisition and remodeling of
Company stores, primarily from funds generated by operations, existing cash and
short-term investments and proceeds of the 7.70% Senior Notes due December 15,
2004 (the "7.70% Notes") and the 7.38% Senior Notes due December 28, 2020 (the
"7.38% Notes").
As of July 31, 1996, the Company had long-term debt of $79,147,928,
consisting of $22,500,000 in principal amount of 7.70% Notes, $30,000,000 in
principal amount of 7.38% Notes, $12,959,784 of mortgage notes payable,
$7,562,500 of unsecured notes payable and $6,125,644 of capital lease
obligations.
Interest on the 7.70% Notes is payable on the 15th day of each month at
the rate of 7.70% per annum. Principal of the 7.70% Notes matures in forty
quarterly installments beginning March 15, 1995. The Company may prepay the
7.70% Notes in whole or in part at any time in an amount of not less than
$1,000,000 or integral multiples of $100,000 in excess thereof at a redemption
price calculated in accordance with the Note Agreement dated as of February 1,
1993 between the Company and the purchasers of the 7.70% Notes.
Interest on the 7.38% Notes is payable semi-annually on the
twenty-eighth day of June and December in each year, commencing June 28, 1996,
and at maturity, at the rate of 7.38% per annum. The 7.38% Notes mature on
December 28, 2020, with prepayments of principal commencing December 28, 2010
and ending June 28, 2020, inclusive, with the remaining principal payable at
maturity on December 28, 2020. The Company may prepay the 7.38% Notes in whole
or in part at any time in an amount not less than $1,000,000 or in integral
multiples of $100,000 in excess thereof at a redemption price calculated in
accordance with the Note Agreement dated as of December 1, 1995 between the
Company and Principal Mutual Life Insurance Company, as the purchaser of the
7.38% Notes.
To date, the Company has funded capital expenditures primarily from the
proceeds of the sale of Common Stock, issuance of the 6-1/4% Convertible
Subordinated Debentures (which were converted into 3,683,064 shares of Common
Stock on March 28, 1994), the 7.70% Notes and the 7.38% Notes, a mortgage note,
unsecured notes payable and through funds generated from operations. Future
capital needs required to finance operations, improvements and the anticipated
growth
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<PAGE>
in the number of Company stores are expected to be met from cash generated by
operations, existing cash, short-term and long-term investments and additional
long-term debt or other securities as circumstances may dictate, and are not
expected to adversely affect liquidity.
The United States Environmental Protection Agency and several states,
including Iowa, have established requirements for owners and operators of
underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak
detection, corrosion protection and overfill/spill protection systems; (ii)
upgrade of existing tanks; (iii) actions required in the event of a detected
leak; (iv) prevention of leakage through tank closings; and (v) required
gasoline inventory recordkeeping. Since 1984, new Company stores have been
equipped with non-corroding fiberglass USTs, including many with double-wall
construction, over-fill protection and electronic tank monitoring, and the
Company has an active inspection and renovation program with respect to its
older USTs. The Company currently has 1,729 USTs, of which 1,359 are fiberglass
and 370 are steel. Management believes that its existing gasoline procedures and
planned capital expenditures will continue to keep the Company in substantial
compliance with all current federal and state UST regulations.
Several of the states in which the Company does business have trust
fund programs with provisions for sharing or reimbursing corrective action or
remediation costs incurred by UST owners, including the Company. These programs,
other than the State of Iowa, generally are in the early stages of operation and
the extent of available coverage or reimbursement under such programs for costs
incurred by the Company is not fully known at this time. In each of the years
ended April 30, 1996 and 1995, the Company spent approximately $718,000 and
$2,137,000, respectively, for assessments and remediation. During the three
months ended July 31, 1996, the Company expended approximately $229,000 for such
purposes. Substantially all of these expenditures have been submitted for
reimbursement from state-sponsored trust fund programs and as of July 31, 1996,
approximately $4,000,000 has been received from such programs. Such amounts are
typically subject to statutory provisions requiring repayment of the reimbursed
funds for noncompliance with upgrade provisions or other applicable laws. The
Company has accrued a liability at July 31, 1996, of approximately $2,600,000
for estimated expenses related to anticipated corrective actions or remediation
efforts,
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<PAGE>
including relevant legal and consulting costs. Management believes the Company
has no material joint and several environmental liability with other parties.
Management of the Company currently estimates that aggregate capital
expenditures for electronic monitoring, cathodic protection and overfill/spill
protection will approximate $1,000,000 in fiscal 1997 through December 23, 1998,
in order to comply with the existing UST regulations. Additional regulations, or
amendments to the existing UST regulations, could result in future revisions to
such estimated expenditures. Such expenditures are expected to be funded as
described above, and are not expected to adversely affect liquidity.
Three Months Ended July 31, 1996 Compared to Three Months
Ended July 31, 1995
Net sales for the first quarter of fiscal 1997 increased by $33,911,195
(13.4%) over the comparable period in fiscal 1996. Retail gasoline sales
increased by $22,220,050 (16.0%) as the number of gallons sold increased by
11,166,588 (9.0%) while the average retail price per gallon increased 6.4%.
During this same period, retail sales of grocery and general merchandise
increased by $10,664,969 (11.5%) due to the addition of 66 new Company Stores
and a greater number of stores in operation for at least three years.
Cost of goods sold as a percentage of net sales was 79.7% for the first
quarter of fiscal 1997, compared to 78.9% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales decreased (9.1%) during
the first quarter of fiscal 1997 from the first quarter of the prior year
(10.2%). The gross profit margin per gallon also decreased (to $.1077) in the
first quarter of fiscal 1997 from the comparable period in the prior year
($.1137). These factors were partially offset by an increase in gross profits on
retail sales of grocery and general merchandise (to 38.9%) from the comparable
period in the prior year (38.8%).
Operating expenses as a percentage of net sales were 13.0% for the
first quarter of fiscal 1997 compared to 13.8% for the comparable period in the
prior year.
Net income increased by $958,222 (12.1%). The increase in net income
was attributable primarily to the increase in retail sales of grocery and
general merchandise, an increase in the number of gallons of gasoline sold and
an increased number of stores in operation for at least three years.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company from time to time is a party to legal proceedings arising
from the conduct of its business operations, including proceedings relating to
personal injury and employment claims, environmental remediation or
contamination, disputes under franchise agreements and claims by state and
federal regulatory authorities relating to the sale of products pursuant to
state or federal licenses or permits. Management does not believe that the
potential liability of the Company with respect to such proceedings pending as
of the date of this Form 10-Q is material in the aggregate.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed with this Report
or, if so indicated, incorporated by reference.
<TABLE>
<CAPTION>
Exhibit
No. Description
<C> <S>
3.2 Amended and Restated By-Laws
4.2 Rights Agreement between Casey's General
Stores, Inc. and United Missouri Bank of
Kansas City, N.A., as Rights Agent(a),
and amendments thereto (b), (c), (d)
4.3 Note Agreement dated as of February 1, 1993
between Casey's General Stores, Inc. and
Principal Mutual Life Insurance Company and
Nippon Life Insurance Company of America
(e) and First Amendment thereto (f)
4.4 Note Agreement dated as of December 1, 1995
between Casey's General Stores, Inc. and
Principal Mutual Life Insurance Company (f)
11 Statement regarding computation of per
share earnings
27 Financial Data Schedule
- --------------------
</TABLE>
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<PAGE>
(a) Incorporated by reference from the Registration Statement on Form 8-A
(0-12788) filed June 19, 1989 relating to Common Share Purchase Rights.
(b) Incorporated by reference from the Form 8 (Amendment No. 1 to the
Registration Statement on Form 8-A filed June 19, 1989) filed September 10,
1990.
(c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the
Registration Statement on Form 8-A filed June 19, 1989) filed March 30,
1994.
(d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the
Registration Statement on Form 8- A filed June 19, 1989) filed July 29,
1994.
(e) Incorporated by reference from the Current Report on Form 8-K filed
February 18, 1993.
(f) Incorporated by reference from the Current Report on Form 8-K filed January
11, 1996.
(b) There were no reports on Form 8-K filed during the quarter for which
this Report is filed.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: September 5, 1996 By: /s/ Douglas K. Shull
Douglas K. Shull, Treasurer
(Authorized Officer and
Principal Financial Officer)
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
<C> <S>
3.2 Amended and Restated By-Laws 17
11 Statement regarding computation of
per share earnings
27 Financial Data Schedule
</TABLE>
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<PAGE>
Exhibit 3.2
AMENDED AND RESTATED
BY-LAWS
OF
CASEY'S GENERAL STORES, INC.
ARTICLE I
OFFICES
The principal office of the corporation in the State of Iowa shall be
located in the County of Polk, State of Iowa. The corporation may have such
other offices, either within or without the State of Iowa, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
The registered office of the corporation required by the Iowa Business
Corporation Act to be maintained in the State of Iowa may be, but need not be,
identical with the principal office in the State of Iowa, and the address of the
registered office may be changed from time to time by the Board of Directors in
accordance with the Iowa Business Corporation Act.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the second Wednesday in September in each year at the hour of 1:30
P.M. or such other date as a majority of the Board of Directors may establish
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.
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<PAGE>
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Restated and Amended Articles of Incorporation, may be called by the Chief
Executive Officer, Chief Operating Officer or the President, and shall be called
by the President at the request in writing of a majority of the Board of
Directors, or at the request in writing of the holders of not less than
one-tenth in amount of all the issued and outstanding shares of the entire
capital stock of the corporation entitled to vote at the meeting. Such request
shall state the purpose or purposes of the proposed meeting. Business transacted
at any special meeting of the shareholders shall be limited to the purpose
stated in the notice.
Section 3. Place of Shareholders' Meeting. The Board of Directors may
designate any place, either within or without the State of Iowa, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of Iowa, as
the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Iowa.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Chief Executive Officer,
Chief Operating Officer or the President, to each shareholder of record entitled
to vote at such meeting, but such notice may be waived in writing by any
shareholder. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed a stated
period but not to exceed, in any case, sixty days. If the stock transfer books
<PAGE>
shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty days, and in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
Section 6. Voting Lists. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
Section 7. Quorum. The holders of a majority of the issued and
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at all meetings of shareholders except as
otherwise provided by the Iowa Business Corporation Act or by the Restated and
Amended Articles of Incorporation. If a quorum is present, the affirmative vote
of the holders of a majority of the shares represented at the meeting and
entitled to vote
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<PAGE>
on the subject matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the Iowa Business Corporation
Act, the Restated and Amended Articles of Incorporation, or by these By-Laws. If
less than a majority of the outstanding shares are represented at a meeting, the
chairman of the meeting or the holders of a majority of the shares so
represented, either in person or by proxy, may adjourn the meeting to another
place, date or time without further notice; provided, however, that if the date
of any adjourned meeting is more than thirty days after the date for which the
meeting was originally noticed, or if a new record date is fixed for the
adjourned meeting, written notice of the place, day and hour of the adjourned
meeting shall be given as required in Section 4. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by written expression of the Iowa Business Corporation Act or
of the Restated and Amended Articles of Incorporation a different vote is
required, in which case, such express provision shall govern and control the
decision of such question.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 9. Voting of Shares. Subject to the provisions of Section 10 of
this Article II, each outstanding share, regardless of class, shall be entitled
to one vote upon each matter submitted to vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the Restated and Amended Articles of
Incorporation, as amended from time to time.
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Section 10. Voting of Shares by Certain Holders. Neither treasury
shares nor, unless the Restated and Amended Articles of Incorporation otherwise
provide, shares held by another corporation if a majority of the shares entitled
to vote for the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the By-Laws of such corporation may prescribe, or, in the absence of
such provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be voted
by him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name. Shares standing in the name of
a receiver may be voted by such receiver, and shares held by or under the
control of a receiver may be voted by the receiver without the transfer thereof
into his name if authority so to do be contained in an appropriate order of the
court by which such receiver was appointed. A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred. Shares of its own stock belonging to
this corporation shall not be voted, directly or indirectly, at any meeting and
shall not be counted in determining the total number of outstanding shares at
any time, but shares of its own stock held by it in a fiduciary capacity may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.
Section 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if one or more
consents in writing, setting forth the action so taken, shall be signed by the
holders of not less than ninety percent in amount of all the issued and
outstanding shares of the entire capital stock of the corporation entitled to
vote with respect to the subject matter thereof at such a meeting and are
delivered to the Secretary of the corporation for inclusion in the minutes or
filing with the corporate records. A written consent shall bear the date of
signature of each shareholder who signs the consent and no written consent shall
be effective to take the corporate action referred to in the consent unless,
within sixty days of the
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earliest dated consent delivered in the manner required by this Section to the
corporation, written consents signed by a sufficient number of holders to take
the action are delivered to the corporation.
Section 12. Inspectors. At any meeting of shareholders, the chairman of
the meeting may, or upon the request of any shareholder, shall appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
inspector shall be in writing and signed by him or by a majority of them if
there be more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.
Section 13. Voting by Ballot. Voting by shareholders on any question or
in any election may be viva voce unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors may, except as otherwise
required by law or by the Restated and Amended Articles of Incorporation,
exercise all such powers and do all such acts and things as may be exercised or
done by the corporation, including, without limiting the generality of the
foregoing, the unqualified power:
(1) To declare dividends from time to time in
accordance with law;
(2) To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;
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(4) To remove any officer of the corporation with or without
cause, and from time to time to devolve the powers and duties of any
officer upon any other person for the time being;
(5) To confer upon any officer of the corporation
the power to appoint, remove and suspend subordinate
officers and agents;
(6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers and
agents of the corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine; and
(8) To adopt from time to time regulations, not inconsistent
with these By-Laws, for the management of the corporation's business
and affairs.
Section 2. Number, Tenure and Qualifications. The Board of Directors of
the Corporation shall consist of not more than nine (9) members nor less than
four (4) members. At each annual meeting the shareholders shall elect directors
to hold office until the next succeeding annual meeting, and each director shall
hold office for the term for which he is elected, and until his successor shall
have been elected and qualified. The Board of Directors may, upon a majority
vote of its members, increase or decrease the number of directors within the
limits set up forth above. Vacancies in the board of directors or new
directorships created by an increase in the number of directors may be filled by
election by a majority of the remaining members of the board of directors, no
less than a quorum, and the person filling such vacancy or newly-created
directorship shall serve out the remainder of the term of the vacated
directorship or, in the case of a new directorship, the term designated for the
particular director. The directors need not be residents of the State of Iowa or
shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Iowa, for the holding of additional regular meetings
without other notice than such resolution.
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Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chief Executive Officer, Chief
Operating Officer, the President or any two Directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Iowa, as the place for holding any special
meeting of the Board of Directors called by him or them.
Section 5. Notice. Notice of any special meeting of the Board of
Directors shall be given at least twenty-four hours previously thereto by
telephone or by telegram. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of the duly elected and
qualified Directors shall constitute a quorum for the transaction of business;
provided, that if less than a majority of such number of Directors are present
at said meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
Section 7. Manner of Action. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, the
Restated and Amended Articles of Incorporation or these ByLaws. Members of the
Board of Directors or any committee designated by such Board, may participate in
a meeting of such Board or committee by conference telephone or similar
communications equipment by means of which all persons attending the meeting can
hear each other, and participation in the meeting pursuant to this provision
shall constitute presence in person at such meeting.
Section 8. Compensation. The Board of Directors, by the affirmative vote of
a majority of Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as Directors,
officers or otherwise. By resolution of the
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Board of Directors, the Directors may be paid their expenses, if any, of
attendance at each meeting of the Board. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
Section 9. Presumption of Assent. A Director of the corporation who is
present at the meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.
Section 10. Informal Action by Directors. Unless specifically
prohibited by statute, the Restated and Amended Articles of Incorporation or
these By-Laws, any action required to be taken at a meeting of the Directors, or
any other action which may be taken at a meeting of the Directors or of a
committee of Directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the Directors or
all of the members of the committee of Directors, as the case may be, entitled
to vote with respect to the subject matter thereof, and filed with the minutes
of proceedings of the Board of Directors or committee as the case may be. Any
such consent signed by all the Directors or all the members of such committee
shall have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State, or issued for any other reason.
Section 11. Committees of Directors. In addition to an Executive
Committee, an Audit Committee, a Nominating Committee and a Compensation
Committee, the Board of Directors may, by resolution adopted by a majority of
the whole Board of Directors, designate from among its members one or more other
committees, each committee to consist of two or more of the Directors of the
corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined
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from time to time by resolution adopted by the Board of Directors.
Section 12. Committee Minutes. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be a Chief
Executive Officer, Chief Operating Officer, President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers, assistant officers and acting officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person except that
the offices of President and Secretary shall not be held by the same person.
Section 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Vacancies may be filled or new offices created and filled
at any meeting of the Board of Directors. Each officer shall hold office until
his successor shall have been duly elected and qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. Election or appointment of an officer or agent shall not of itself
create contract rights.
Section 3. Other Officers. The Board of Directors may appoint such
officers and agents, including a Chairman of the Board, as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.
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Section 4. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the affirmative vote of a majority of the
Board of Directors at any meeting whenever in its judgment the best interests of
the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 6. The Chief Executive Officer. The Board of Directors may
elect a Chief Executive Officer who, in the event of such election, shall be the
principal executive officer of the corporation and, subject to the general
powers of the Board of Directors, shall in general supervise and control all of
the business and affairs of the corporation. He shall, when present, preside at
all meetings of the shareholders and of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these ByLaws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed, and, shall in
general perform all duties incident to the office of the Chief Executive Officer
and such other duties as may be prescribed by the By-laws or by the Board of
Directors from time to time.
Section 7. The Chief Operating Officer. The Board of Directors may
elect a Chief Operating Officer who, in the event of such election and in the
absence of the Chief Executive Officer or in the event of his death, inability
or refusal to act, shall perform the duties of the Chief Executive Officer, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the Chief Executive Officer; and in addition thereto, shall
perform such other duties as may be assigned to him by the Chief Executive
Officer or by the Board of Directors or prescribed by the By-Laws.
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Section 8. The President. In the absence of the Chief Executive Officer
and Chief Operating Officer, the President shall be the principal executive
officer of the corporation and, subject to the general powers of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation to the same extent as that permitted by the Chief
Executive Officer under Section 6 of this Article IV.
Section 9. The Secretary. The Secretary shall: (a) attend all meetings
of the Board of Directors and all meetings of the shareholders and keep the
minutes of the shareholders' and of the Board of Directors' meetings in one or
more books provided for that purpose, and shall perform like duties for the
standing committees when required; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) have general charge of the stock transfer books of the
corporation; (f) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors; and (g) have custody of the
corporate seal of the corporation, if any, and have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by his
signature. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation, if any, and to attest the affixing
by his signature.
Section 10. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these By-Laws; (b) disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements; (c) keep
full and accurate accounts of receipts and disbursements in books belonging to
the corporation; (d) render to the Chief Executive Officer, Chief Operating
Officer or the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires,
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an account of his transactions as Treasurer and the financial condition of
corporation; and (e) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Chief Executive Officer, Chief Operating Officer or the President or by
the Board of Directors.
Section 11. The Vice President. In the absence of the Chief Executive
Officer, Chief Operating Officer and President, or in the event of their death,
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice President in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President; and in addition thereto, shall perform
such other duties as may be assigned to him by the President or by the Board of
Directors or prescribed by the By-Laws.
Section 12. Other Assistants and Acting Officers. The Board of
Directors shall have the power to appoint any person to act as assistant to any
officer, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer so appointed by the Board of Directors shall have the power to perform
all the duties of the office to which he is so appointed to be assistant, or as
to which he is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors.
Section 13. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
ARTICLE V
WRITTEN INSTRUMENTS, LOANS AND DEPOSITS
Section 1. Written Instruments. Subject always to the specific directions
of the Board of Directors, all deeds and mortgages made by the corporation to
which the corporation shall be a party shall be executed in its name by the
Chief Executive Officer, Chief Operating Officer or the President or the Vice
President and attested by the Secretary. All
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other written contracts and agreements to which the corporation shall be a party
shall be executed in its name by the Chief Executive Officer, Chief Operating
Officer or the President or such other officer as may be designated by the Board
of Directors and attested by the Secretary.
Section 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or offices, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Every holder of shares of the
corporation shall be entitled to have a certificate representing shares of the
corporation. Subject to the provisions of the Iowa Business Corporation Act,
certificates representing shares of the corporation shall be in such form as may
be determined by the Board of Directors. Such certificates shall be signed by
the Chief Executive Officer, Chief Operating Officer, President or a Vice
President and the Secretary or an Assistant Secretary of the corporation and
shall be sealed with the seal of the corporation or a facsimile thereof. The
signatures of the Chief Executive Officer, Chief Operating Officer, President or
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles. If the certificate is countersigned by a transfer agent, or
registered by a registrar, the signatures of the person signing for such
transfer agent or registrar also may be facsimiles. In case any officer or other
authorized person who has signed or whose facsimile signature has been placed
upon such
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certificate for the corporation shall have ceased to be such officer or employee
or agent before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer or employee or agent at the date
of its issue. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled, and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in the case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
Section 2. Transfers of Shares. Subject to the rights conferred by
Chapter 554 of the Code of Iowa, as amended, transfers of shares of the
corporation shall be made only on the books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and only
on surrender for cancellation of the certificate for such shares. Except as
otherwise provided by law, the person in whose name shares stand on the books of
the corporation shall be deemed the owner thereof for all purposes as regards
the corporation.
Section 3. Registered Shareholder. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
Section 4. Stock Regulations. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Iowa as they may deem expedient
concerning the issue, transfer, and registration of certificates representing
shares of the corporation.
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ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of May
and end on the 30th day of April in each year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by its Articles of Incorporation and the Iowa
Business Corporation Act.
ARTICLE IX
SEAL
The corporation shall have a corporate seal which shall be in the form
of a circle and which shall have inscribed thereon the name of the corporation
and the words Corporate Seal, Iowa.
ARTICLE X
DIRECTORS' CONTRACTS AND INDEMNIFICATION
Section 1. Transactions Concerning Directors. No contract or other
transaction between the corporation and any other corporation shall be affected
or invalidated by the fact that any one or more of the Directors of this
corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporation, and any Director or Directors,
individually or jointly, may be a party or parties to or may be interested in
any contract or transaction of this corporation or in which this corporation is
interested; and no contract, act or transaction of this corporation with any
person or persons, firm or association, shall be affected or invalidated by the
fact that any Director or Directors of this corporation is a party, or are
parties to, or interested in, such contract, act, or transaction, or in any way
connected with such person or persons, firm or association. Each and every
person who
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may become a Director of this corporation is hereby relieved from any liability
that might otherwise exist from contracting with the corporation for the benefit
of himself or any firm or corporation in which he may be in any way interested.
Sections 2 through 8. Reserved.
ARTICLE XI
VOTING OF SHARES OWNED BY CORPORATION
Subject always to the specific directions of the Board of Directors,
any share or shares of stock issued by any other corporation and owned or
controlled by the corporation may be voted at any shareholder's meeting of such
other corporation by the Chief Executive Officer, Chief Operating Officer or
President of the corporation if he be present, or in his absence by the Vice
President of the corporation who may be present. Whenever, in the judgment of
the Chief Executive Officer, Chief Operating Officer or President, or in his
absence, of the Vice President, it is desirable for the corporation to execute a
proxy or give a shareholders' consent in respect to any share or shares of stock
issued by any other corporation and owned by the corporation, such proxy or
consent shall be executed in the name of the corporation by the Chief Executive
Officer, Chief Operating Officer, President or the Vice President of the
corporation and shall be attested by the Secretary of the corporation without
necessity of any authorization by the Board of Directors. Any person or persons
designated in the manner above stated as the proxy or proxies of the corporation
shall have full right, power and authority to vote the share or shares of stock
issued by such other corporation and owned by the corporation the same as such
share or shares might be voted by the corporation.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
Director of the corporation under the provisions of the Restated and Amended
Articles of Incorporation, these By-Laws or the Iowa Business Corporation
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Act, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XIII
EXECUTIVE COMMITTEE
Section 1. Appointment. The Board of Directors, by resolution adopted
by a majority of the full board, shall designate two or more of its members to
constitute an Executive Committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the By-Laws of the corporation.
Section 3. Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.
Section 4. Meeting. Regular meetings of the Executive Committee may be
held without notice at such time and places as the Executive Committee may fix
from time to time by resolution. Special meetings of the Executive Committee may
be called by any member thereof upon not less than two day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his
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business address. Any member of the Executive Committee may waive notice of any
meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive Committee need not
state the business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting thereof
and action of the Executive Committee must be authorized by the affirmative vote
of a majority of the members present at a meeting at which a quorum is present.
Section 6. Action without a Meeting. Any action that may be taken by
the Executive Committee at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the members of the Executive Committee.
Section 7. Vacancies. Any vacancy in the Executive
Committee may be filled by a resolution adopted by a majority
of the full Board of Directors.
Section 8. Resignation and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the Chief Executive Officer, Chief Operating Officer, President or
Secretary of the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 9. Procedure. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules or procedure which shall not
be inconsistent with these By-Laws.
ARTICLE XIV
AUDIT COMMITTEE
Section 1. Appointment. There shall exist a standing Audit Committee
composed of not fewer than three Directors of the corporation at least two of
whom are neither officers nor employees of the corporation. The members of the
Audit Committee shall be designated by resolution passed by a majority of the
whole Board. The Board may designate one or
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<PAGE>
more qualifying Directors as alternate members of the Audit Committee, who may
replace any absent or disqualified members at any meeting of the committee. In
the absence of any member of the Audit Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a majority, may unanimously appoint another qualifying member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member not replaced by an alternate member designated by the whole
Board.
Section 2. Meeting. The Audit Committee shall meet on at least two
occasions each fiscal year, as specified in Section 3, below, and on such other
occasions as the members of the committee may deem appropriate and desirable.
Section 3. Authority. The Audit Committee shall meet each year prior to
the initiation of the annual audit and again following completion of the
investigatory work of the corporation's independent auditors. At the former
meeting, the committee shall review the proper scope of the audit to be
performed by the corporation's independent auditors and the audit-related
expenses to be incurred by the corporation. At the latter meeting, the committee
shall: (1) review with the independent auditor its report or opinion, any
recommendations it may have for improving internal accounting controls,
management systems, or choice of accounting principles, and its perception of
the adequacy of the corporation's financial and accounting personnel and the
cooperation it received from them during the audit; and (2) adopt a resolution
recommending to the Board of Directors the accounting firm to be selected by the
board as the independent auditor of the corporation. Moreover, the committee
shall, at such times and under such circumstances as it may deem appropriate:
(1) recommend that the Board of Directors discharge the firm acting as the
corporation's independent auditor; (2) review the engagement of the independent
auditor, including the audit fees; (3) review and approve the auditor's
performance of non-audit fees and the fees for such services; (4) evaluate the
independence of the independent auditor, taking into account the relationship of
audit to non-audit fees and other pertinent matters; (5) review with the
corporation's financial and accounting staff compliance with, and the need for
any changes in, the corporation's policies and procedures with respect to
internal accounting, auditing and financial controls; (6) evaluate the degree of
implementation of any adopted recommendations of the independent auditor; (7)
review any significant business transactions which are not a normal part of the
corporation's business, any change in accounting
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<PAGE>
practices and all significant adjustments in the corporation's financial
statements; and (8) perform such other functions, in keeping with the purposes
and authorization of the committee, as the committee may deem necessary and
appropriate to the accomplishment of its designated objectives. The Audit
Committee, to the extent provided in this by-law, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers that may require it.
Section 4. Minutes. The Audit Committee shall keep regular minutes of its
meetings and shall report the same to the Board of Directors when required.
Section 5. Directors. Each individual Director of the corporation, as
well as the Board as a whole, shall continue to exercise due diligence to assure
that the financial statements of the corporation fairly and accurately present
the results of the operation and financial position of the corporation and that
the corporation's financial operations are conducted in accordance with all
applicable laws and regulations, the corporation's policies and the regular and
accepted principals of accounting. The existence and functioning of the Audit
Committee shall effect no derogation of this duty.
ARTICLE XV
NOMINATING COMMITTEE
Section 1. Appointment. The Board of Directors, by resolution adopted
by a majority of the full Board, shall designate two or more of its members to
constitute a Nominating Committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority. The Nominating Committee shall, at such times and
under such circumstances as it may deem appropriate: (1) establish criteria and
procedures for the election of Directors; (2) review the qualifications of and,
when it deems appropriate, interview candidates proposed for nomination as
Directors; (3) recommend to the Board of Directors not less than sixty (60) days
prior to the Annual Meeting of shareholders Directors to be elected at such
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<PAGE>
meeting; and (4) perform such other duties in connection with the election or
termination of Directors as the Board of Directors may request.
Section 3. Shareholder Nomination of Director Candidates. Nominations
for the election of Directors may be made by the Nominating Committee appointed
by the Board of Directors or by any shareholder entitled to vote in the election
of Directors generally. However, any shareholder entitled to vote in the
election of Directors generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States registered or certified mail, postage prepaid, return
receipt requested, received by the Secretary of the corporation not later than
(i) with respect to an election to be held at an Annual Meeting of shareholders,
at least thirty (30) days, but not more than ninety (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 for the election of Directors, the close of
business on the seventh (7) day following the date on which notice of such
meeting is first given to shareholders. Each such notice shall set forth: (a)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of Common Stock of the corporation 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; (c) a description of
all arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (e) the consent of each
nominee to serve as a Director of the corporation 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.
Section 4. Tenure and Qualifications. Each member of the Nominating
Committee shall hold office until the next regular Annual Meeting of the Board
of Directors following his designation and until his successor is designated as
a
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<PAGE>
member of the Nominating Committee and is elected and qualified.
Section 5. Meetings. Regular meetings of the Nominating Committee may
be held without notice at such time and places as the Nominating Committee may
fix from time to time by resolution. Special meetings of the Nominating
Committee may be called by any member thereof upon not less than two day's
notice stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered when deposited
in the United States mail addressed to the member of the Nominating Committee at
his business address. Any member of the Nominating Committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Nominating Committee need not
state the business proposed to be transacted at the meeting.
Section 6. Quorum. A majority of the members of the Nominating
Committee shall constitute a quorum for the transaction of business at any
meeting thereof and action of the Nominating Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 7. Action Without a Meeting. Any action that may be taken by
the Nominating Committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be signed
before such action by all of the members of the Nominating Committee.
Section 8. Vacancies. Any vacancy in the Nominating Committee may be filled
by a resolution adopted by a majority of the full Board of Directors.
Section 9. Resignations and Removal. Any member of the Nominating
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Nominating
Committee may resign from the Nominating Committee at any time by giving written
notice to the Chief Executive Officer, Chief Operating Officer, President or
Secretary of the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 10. Procedure and Minutes. The Nominating Committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these By-Laws. The Nominating Committee
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<PAGE>
shall keep regular minutes of its meetings and shall report the same to the
Board of Directors when required.
ARTICLE XVI
COMPENSATION COMMITTEE
Section 1. Appointment. The Board of Directors, by resolution adopted
by a majority of the full Board, shall designate two or more of its members to
constitute a Compensation Committee. The designation of such committee and the
delegation thereto of authorities shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority. The Compensation Committee shall meet each year
at least once, not less than 30 nor more than 60 days before the Annual Meeting
of the Board of Directors, and at such other times and under such circumstances
as it may deem appropriate: (1) to review management's evaluation of the
performance of the executive officers of the Company and their compensation
arrangements; and (2) to recommend to the Board of Directors the compensation
levels, salaries and bonuses of the Company's executive officers for the
following year. The Compensation Committee also shall review and make
recommendations to the Board of Directors regarding the compensation
arrangements of the Company's outside directors and with respect to employee
benefit programs and bonus or other benefit plans affecting executive officers
and directors.
Section 3. Tenure and Qualifications. Each member of the Compensation
Committee shall hold office until the next regular Annual Meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Compensation Committee and is elected and qualified.
Section 4. Meetings. Regular meetings of the Compensation Committee may
be held without notice at such time and places as the Compensation Committee may
fix from time to time by resolution. Special meetings of the Compensation
Committee may be called by any member thereof upon not less than two day's
notice stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered when deposited
in the United States mail addressed to the member of the Compensation Committee
at his business address. Any member
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<PAGE>
of the Compensation Committee may waive notice of any meeting and no notice of
any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Compensation Committee need not state the business
proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the Compensation
Committee shall constitute a quorum for the transaction of business at any
meeting thereof and action of the Compensation Committee must be authorized by
the affirmative vote of a majority of the members present at a meeting at which
a quorum is present.
Section 6. Action Without a Meeting. Any action that may be taken by
the Compensation Committee at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so to be taken, shall be signed
before such action by all of the members of the Compensation Committee.
Section 7. Vacancies. Any vacancy in the Compensation Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
Section 8. Resignations and Removal. Any member of the Compensation
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Compensation
Committee may resign from the Compensation Committee at any time by giving
written notice to the Chief Executive Officer, Chief Operating Officer,
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 9. Procedure and Minutes. The Compensation Committee shall
elect a presiding officer from its members and may fix its own rules of
procedure which shall not be inconsistent with these By-Laws. The Compensation
Committee shall keep regular minutes of its meetings and shall report the same
to the Board of Directors when required.
ARTICLE XVII
AMENDMENTS
These By-Laws may be altered, amended or repealed, and new By-Laws may
be adopted, at any regular or special meeting of the Board of Directors of the
corporation by a majority vote of the Directors present at the meeting.
- 41 -
<PAGE>
* * * *
The foregoing are the Amended and Restated By-Laws of Casey's General
Stores, Inc., duly amended and restated as of December 4, 1995.
- 42 -
<PAGE>
Exhibit 11
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended
July 31,
1996 1995
<S> <C> <C>
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 26,225,206 26,009,989
Shares applicable to
stock options 68,218 64,990
---------- ----------
26,293,424 26,074,979
Net income $ 8,870,702 7,912,480
========== ==========
Earnings per common and
common equivalent share $ .34 .30
========== ==========
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JULY 31, 1996
OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000726958
<NAME> CASEY'S GENERAL STORES, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> JUL-31-1996
<EXCHANGE-RATE> 1
<CASH> 5,944,748
<SECURITIES> 15,271,985<F1>
<RECEIVABLES> 3,008,258
<ALLOWANCES> 0
<INVENTORY> 34,086,979
<CURRENT-ASSETS> 63,876,896
<PP&E> 480,356,566
<DEPRECIATION> 138,868,686
<TOTAL-ASSETS> 411,294,410
<CURRENT-LIABILITIES> 81,134,618
<BONDS> 79,147,928<F2>
0
0
<COMMON> 63,592,717
<OTHER-SE> 150,832,994<F3>
<TOTAL-LIABILITY-AND-EQUITY> 411,294,410
<SALES> 286,907,949
<TOTAL-REVENUES> 288,365,351
<CGS> 228,804,922
<TOTAL-COSTS> 228,804,922
<OTHER-EXPENSES> 43,796,183
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,513,544
<INCOME-PRETAX> 14,250,702
<INCOME-TAX> 5,380,000
<INCOME-CONTINUING> 8,870,702
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,870,702
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
<FN>
<F1> short-term investments
<F2> long-term debt, net of current maturities
<F3> retained earnings
</FN>
</TABLE>
