August 11, 1997
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
19, 1997. The Company expects to commence distribution of
these materials to shareholders and ESOP participants beginning
on or about August 12, 1997.
Should the staff have any questions or comments on the enclosed
materials, please don't hesitate to contact me.
Sincerely,
/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):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
<PAGE>
[Not Applicable]
[ ] 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>
[Company letterhead]
August 12, 1997
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 19, 1997. The formal Notice of Annual Meeting and Proxy Statement,
which are contained in the following pages, outline the election of directors 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 1997 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, 1997.
We look forward to seeing you at the meeting and thank you for your
continued interest in the Company.
Sincerely,
/s/ Donald F. Lamberti
----------------------------
Donald F. Lamberti
Chief Executive Officer
and Chairman of the Board
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 19, 1997
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 19,
1997, 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; and
2. To transact such other business as may properly come before
the meeting or at any adjournment thereof.
<PAGE>
The Board of Directors has fixed the close of business, August 5, 1997, as
the record date for the determination of shareholders entitled to notice of and
to vote at this meeting and at any and all adjournments thereof. A list of such
holders will be open for examination by any shareholder for any purpose germane
to the meeting, at the Company's Corporate Headquarters at the address described
above, for a period of ten days prior to the meeting.
By Order of the Board of Directors,
/s/ John G. Harmon
---------------------------------
John G. Harmon
Secretary
August 12, 1997
<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
12, 1997, to each holder of record of the Common Stock, no par value (the
"Common Stock"), of Casey's General Stores, Inc. (the "Company") at the close of
business on August 5, 1997. 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 19, 1997.
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. 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, August 5, 1997, will be entitled to vote on all matters to be
presented at the Annual Meeting. On the record date, 26,259,406 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 2,077,322 (1) 7.91%
Donald F. Lamberti
One Convenience Blvd.
Ankeny, IA 50021 2,466,392 (2) 9.39%
Brown Capital Management
809 Cathedral Street
Baltimore, MD 21201 1,801,135 (3) 6.4% (3)
</TABLE>
- -----------------------
(footnotes on next page)
<PAGE>
(1) Information is as of August 5, 1997 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 869,074 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 August 5, 1997 and includes 554,570 shares held
under the ESOP and currently allocated to the account of Mr. Lamberti, over
which Mr. Lamberti exercises voting power, and 10,000 shares subject to
currently exercisable stock options which cannot be presently voted. See
Footnote 1 above and Footnote 1 to the table set forth under the heading
"BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK BY DIRECTORS AND EXECUTIVE
OFFICERS" on pp. 8-9 herein.
(3) Information is as of December 31, 1996 and was supplied by Brown
Capital Management, a registered investment advisory firm. Such information
indicates that Brown Capital Management had sole voting power over 570,975
shares and sole dispositive power over 1,801,135 shares.
VOTING PROCEDURES
Under Iowa corporate law and the Restated and Amended Articles of
Incorporation, as amended, 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
1997 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. For
purposes of determining the number of votes cast, all votes cast "for" or to
"withhold authority" to vote are included. Any "broker non-votes," which occur
when brokers are prohibited from exercising voting authority for beneficial
owners who have not provided voting instructions, will not be counted for the
purpose of determining the number of votes cast with respect to the election of
directors.
<PAGE>
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 1997 Annual Meeting of
shareholders. All nominees are currently directors of the Company and have been
previously elected by the shareholders. Directors are elected to hold office
until the next annual election and, in each case, until their respective
successors are duly elected and qualified.
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 August 5, 1997 is set forth on pages 8 and 9. 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.
Donald F. Lamberti, 59, 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 University.
Ronald M. Lamb, 61, 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.
<PAGE>
Douglas K. Shull, 54, 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 Magna Group, Inc. and as President of
the Board of Directors of the Des Moines Area Community College of the Des
Moines Area Community College.
John G. Harmon, 43, 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, 75, 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, 50, 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, a director since
1993, 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, 64, shareholder with Ahlers, Cooney, Dorweiler,
Haynie, Smith & Allbee, P.C., a Des Moines law firm. Mr. Haynie has served
as a director of the Company since 1987.
Patricia Clare Sullivan, 69, consultant and President (1977-1993) and
President of External Affairs (1993-1995) of Mercy Health Center of Central
Iowa, Des Moines, Iowa. Ms. Sullivan has served as a director of the
Company since June 14, 1996.
Meetings and Committees
The Board of Directors held four meetings during the fiscal year ended
April 30, 1997. 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 the
member served.
>PAGE>
The Company's Amended and Restated Bylaws, restated as of March 3, 1997
(the "Bylaws"), establish 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 Management Study Committee, was activated during the 1997 fiscal
year for the purpose of reviewing recent industry developments and corporate
defensive measures and making recommendations to the Board of Directors with
respect thereto. This Committee, which consists of Messrs. Lamberti, Lamb and
Haynie, met seven times during the fiscal year ended April 30, 1997.30, 1997.
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 twice during the fiscal year ended April 30, 1997.
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, 1997.
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 five times during the fiscal year ended
April 30, 1997.
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, 1997.
Shareholders may nominate director candidates for election pursuant to
procedures set forth in the 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 90 days prior to the one- year anniversary date of the date of 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 tenth day following the date on which notice of such meeting is
first mailed to shareholders or public disclosure of the date of such special
meeting, whichever first occurs. The notice must set forth certain information
<PAGE>
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
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee(s) been nominated by the Board of Directors, 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.made in compliance with the foregoing
procedure.
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, 1997, 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 approved by the
shareholders at the 1995 Annual Meeting (the "Director Stock Plan"), 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. In accordance with the
terms of the Director Stock Plan, each of Messrs. Fitzgibbon, Haynie and Taylor
received an option on May 1, 1996 to purchase 1,000 shares of Common Stock at an
exercise price of $18-7/8 per share.
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of August 5, 1997, 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 1,901,822 10,000 554,570 2,466,392 9.39%
Ronald M.
Lamb 309,000 10,000 257,908 576,908 2.20%
Douglas K.
Shull 50,000 30,000(4) 2,774 82,774 *
John G.
Harmon - 0 - 30,000(4) 53,822 83,822 *
John R.
Fitzgibbon 62,360 8,000 - 0 - 70,360 *
Kenneth H.
Haynie 27,431(5) 8,000 - 0 - 436,431(6) 1.66%
John P.
Taylor 10,000 4,000 - 0 - 14,000 *
Patricia Clare
Sullivan 1,000 1,000 - 0 - 2,000 *
All executive
officers and
directors as
a group
(8 persons) 2,361,613 101,000 869,074 3,732,687 14.21%
</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 15 and 16 herein.
(2) The amounts shown (which are included in the totals) consist of
shares allocated to 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 includes options to purchase 25,000 shares that
first become exercisable on August 26, 1997.
(5) The amount shown consists of 17,131 shares owned by Mr. Haynie's
spouse and 10,300 shares owned by Mr. Haynie.
(6) The amount shown includes 400,000 shares held by the Lamberti
Family Trust, for which Mr. Haynie acts as co-trustee with shared voting
and dispositive power and as to which he disclaims beneficial ownership,
and 1,000 shares held by a family trust for which Mr. Haynie acts as
trustee.
<PAGE>
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 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") and periodically makes
recommendations to the Board of Directors with respect to the employment
agreements with the executive officers.
<PAGE>
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 July or 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.
Executive Officer Compensation
As has been the practice in recent years, the three principal components of
the Company's executive compensation program during the 1997 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.
<PAGE>
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 1997 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, 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 two of the executive officers during
the 1997 fiscal year.
ADDITIONAL COMPENSATION AND BENEFITS. The Company's compensation of
executive officers includes certain other benefits. Each executive officer is
entitled to receive additional compensation in the form of payments,
allocations, or accruals under various benefit plans, consisting primarily of
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, 1997 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 1997. Mr. Lamberti also earned
$200,000 in annual bonus 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.
<PAGE>
OTHER. The Committee periodically reviews the terms of the employment
agreements with the executive officers and from time to time considers
modifications to the same, most recently in the area of retirement benefit
arrangements. The Committee also 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, and is continuing to monitor developments in this
area.
COMPENSATION COMMITTEE
John R. Fitzgibbon, Chairman
Kenneth H. Haynie
John P. Taylor
Patricia Clare Sullivan
Executive Compensation
The table set forth on the following page 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, 1997 whose compensation (based
on the total of the amounts required to be shown in the salary and bonus columns
of such table) exceeded $100,000.
(The remainder of this page has been intentionally left blank.)
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Annual Compensation Compensation
Name and Other Annual Securities All Other
Principal Compensation Underlying Compensation
Position (1) Year Salary($) Bonus ($) ($) Options (#) ($) (2)
- ----------- ---- -------- --------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Donald F. Lamberti
Chairman 1997 $350,000 $200,000 $ 2,444 - 0 - - 0 -
and Chief 1996 350,000 200,000 2,444 10,000 - 0 -
Executive 1995 350,000 200,000 2,444 - 0 - $2,375
Officer
Ronald M. Lamb
President 1997 $350,000 $200,000 $ 836 - 0 - - 0 -
and Chief 1996 350,000 200,000 836 10,000 - 0 -
Operating 1995 350,000 200,000 836 - 0 - $2,375
Officer
Douglas K. Shull
Treasurer 1997 $142,500 $ 85,000 $ 2,248 25,000 $7,237
and Chief 1996 133,750 85,000 822,248 (3) 5,000 5,350
Financial 1995 125,000 80,000 2,248 - 0 - 4,875
Officer
John G. Harmon
Corporate 1997 $130,000 $ 85,000 $ 1,789 25,000 $5,200
Secretary 1996 113,750 85,000 79,939 (4) 5,000 4,550
1995 105,000 80,000 1,789 - 0 - 4,475
</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.
(3) The amount shown includes $820,000 attributable to Mr. Shull's
exercise of stock options and the sale of a portion of the shares acquired
thereby.
(4) The amount shown includes $78,150 attributable to Mr. Harmon's
exercise of stock options and the sale of the shares acquired thereby.
<PAGE>
Option Grants and Exercises
The following tables summarize, for the fiscal year ended April 30, 1997,
option grants to the executive officers named in the Summary Compensation Table
under the 1991 Option Plan, and the value of the options held by such persons at
April 30, 1997.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potenetial
realizable
Percent value at assumed
of total annual rates of
options stock price
granted appreciation for
Options to employees Exercise Expira- option terms (2)
granted in fiscal price tion 5% 10%
Name (#)(1) year ($/Sh) Date ($) ($)
- ---- ------- ----------- -------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Donald F. Lamberti -- -- -- -- -- --
Ronald M. Lamb -- -- -- -- -- --
Douglas K. Shull 25,000 50% 17-7/8 8/26/06 281,075 712,225
John G. Harmon 25,000 50% 17-7/8 8/26/06 281,075 712,225
</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.
(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.
<PAGE>
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 10,000/0 0/0
Ronald M. Lamb 0 0 10,000/0 0/0
Douglas K. Shull 0 0 5,000/25,000 0/25,000
John G. Harmon (3) 0 0 15,000/25,000 86,250/25,000
</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 $18-7/8 per share,
which was the last reported sales price of shares of Common Stock reported
on the NASDAQ National Market System on April 30, 1997, minus the exercise
price.
(3) The figures shown do not include Mr. Harmon's exercise of options
on July 8, 1997 to acquire 10,000 shares of the 15,000 shares indicated in
the table as being exercisable, or the value realized ($117,500) from the
subsequent sale of such shares.
<PAGE>
Employment Contracts and Change of Control Arrangements
The Company entered into employment agreements with each of Messrs.
Lamberti, Lamb, Shull and Harmon in 1992. The agreements with Messrs. Lamberti
and Lamb are for terms of five years with automatic renewal terms of three
years. On December 9, 1996, the Board of Directors approved amendments to each
of the agreements, which amendments extended the Company's contracts with
Messrs. Shull and Harmon on essentially the same terms as those approved in 1992
for those officers, for a period expiring on August 1, 2001. 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 $350,000 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 $145,000 and $135,000, respectively, or such
other amounts as the Company and the officers shall agree upon. In addition,
each officer will receive all benefits generally provided by the Company to its
employees and officers, including specified health insurance coverages.
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
arise in the event of the death of either Messrs. Shull or Harmon, except that
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
<PAGE>
employment for good reason, the Company would be obligated to pay such officer
(i) his salary through the date of termination, (ii) a pro-rata 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 the
foregoing bonus amount, (iv) all compensation previously deferred and (v) the
present value of their retirement benefits available to the officers under their
agreement, 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 highest recent bonus 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.officer as a result of receiving the foregoing
amounts.
The agreements further provide for the voluntary retirement of the officer
at age 65, 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, after which such benefits shall be paid to the officer's spouse for a
period ending on the 20th anniversary of the officer's retirement or the
spouse's death, whichever occurs first. 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.
Each agreement also permits the officer to retire prior to reaching age 65.
In the case of Messrs. Lamberti and Lamb, optional retirement is permitted upon
the officer reaching ages 59 and 60, respectively (which both such officers have
met), following which such officer would be entitled to receive the benefits
described in the immediately preceding paragraph. In the case of Messrs. Shull
and Harmon, optional retirement is available upon reaching ages 58 and 55,
respectively, but only if the current agreement or an extension thereof remains
in effect at that time. In such event, the retirement benefits available to
Messrs. Shull and Harmon would be equal to one-third or one-fourth,
respectively, of his then-current salary, increasing by a proportionate amount
each year until equaling one-half of such officer's salary in the case of
retirement taken at age 65.
The Company also has entered into "change of control" employment agreements
with its four Vice Presidents and eight other key employees. The purpose of
these agreements is to encourage such individuals to carry out their duties in
the event of a possible change of control of the Company. Under the terms of
these agreements, the individuals may become entitled to receive certain
payments upon their termination of employment or if their job duties or
compensation and benefits are substantially reduced within two years following
a change of control of the Company. The maximum amount of payments is two or
three times the sum of the individual's salary and the highest annual bonus
received by such individual during the two preceding years. In addition, the
agreements provide for the continuation of certain benefits for up to two years
after termination.termination.
<PAGE>
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 of the Russell 2000 Index and
a 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 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, 1992, and reinvestment of all dividends. The total
shareholder returns shown are not intended to be indicative of future returns.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG CASEY'S GENERAL STORES, INC., THE RUSSELL 2000 INDEX
AND A PEER GROUP
April 30,
----------------------------------------------------------------
1992 1993 1994 1995 1996 1997
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Casey's General
Stores, Inc. $100 102 151 217 272 239
Peer Group $100 318 296 260 230 221
Russell 2000 $100 116 133 143 190 190
</TABLE>
The above Performance Graph and related disclosure and the Report of the
Compensation Committee (set forth on pages 10 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.
<PAGE>
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 with Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., a
law firm in Des Moines, Iowa. The Company retained this law firm during fiscal
1997 for legal services and expects to retain such firm in the current fiscal
year.
Certain Transactions
At one store location in Des Moines, Iowa, the Company owns the building
and currently leases the land from a trust created by Mr. Lamberti's mother. The
Company's lease is for a term of 15 years and provides for a fixed monthly
rental payment of $1,300 and payment of an amount equal to 1% of sales by the
store. The amounts paid by the Company under the lease during the past three
fiscal years were $36,356 in fiscal 1995, $36,148 in fiscal 1996 and $41,271 in
fiscal 1997. The Company does not intend to lease additional store sites or
buildings from affiliated persons.
AUDITORS
KPMG Peat Marwick LLP was engaged by the Company to serve as its auditors
for fiscal 1997. Representatives of KPMG Peat Marwick LLP will be in attendance
at the Annual Meeting to be held on September 19, 1997, and will be available to
respond to appropriate questions and may make a statement if they so desire.
<PAGE>
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the Annual Meeting
of shareholders in 1998 must be received by the Company by April 14, 1998 in
order to be eligible for inclusion in the Company's proxy statement and proxy
card relating to such meeting.
The Company's Bylaws established advance notice procedures as to business
to be brought before an annual meeting of shareholders other than by or at the
direction of the Board of Directors. A shareholder may bring business before an
annual meeting only by delivering notice to the Company within the time limits
described on pp. 6 and 7 hereof for a nomination for the election of a director.
Such notice must include a description of and the reasons for bringing the
proposed business before the meeting, any material interest of the shareholder
in such business and certain other information about the shareholder. These
requirements are separate and apart from, and in addition to, the Securities and
Exchange Commission ("SEC") requirements that a shareholder must meet in order
to have a shareholder proposal included in the Company's proxy statement
pursuant to SEC Rule 14a-8. A copy of the Bylaws may be obtained upon written
request to the Corporate Secretary of the Company at the address provided in the
following paragraph.
ANNUAL REPORTS
The Company's 1997 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 1997, 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.
<PAGE>
By Order of the Board of Directors,
/s/ John G. Harmon
--------------------------------
John G. Harmon
Secretary
August 12, 1997
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
August 5, 1997 at the Annual Meeting of shareholders to be held on September 19,
1997, 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, strike a line through the nominee's name.)
__ __
__ Donald F. Lamberti __ Ronald M. Lamb
__ __
__ Douglas K. Shull __ John G. Harmon
__ __
__ John R. Fitzgibbon __ Patricia Clare Sullivan
<PAGE>
__ __
__ Kenneth H. Haynie __ John P. Taylor
2. 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 PROPOSAL 1.
DATED: _____________________, 1997
---------------------------------
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 19, 1997, or at any
adjournment of such meeting, in accordance with the instructions below, in
voting upon the election of Directors 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,
strike a line through the nominee's name.)
__ __
__ Donald F. Lamberti __ Ronald M. Lamb
__ __
__ Douglas K. Shull __ John G. Harmon
<PAGE>
__ __
__ John R. Fitzgibbon __ Patricia Clare Sullivan
__ __
__ Kenneth H. Haynie __ John P. Taylor
2. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
(To be signed on the other side.)
<PAGE>
CASEY'S GENERAL STORES, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
You are entitled to direct the voting of the total number of shares of
Common Stock of Casey's General Stores, Inc. allocated to your account in the
ESOP through August 5, 1997, the record date for voting at the September 19,
1997 Annual Meeting of shareholders, if your completed and signed Instruction
Card is received by the Trustee no later than September 17, 1997. 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: _____________________, 1997
-----------------------------------
Participant's Signature
(Please sign exactly as your name appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
