Registration No. 33-________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 BLVD.
ANKENY, IOWA 50021
(Address of principal executive offices) (Zip Code)
CASEY'S GENERAL STORES, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Ronald M. Lamb
Chief Executive Officer
One Convenience Boulevard
Ankeny, Iowa 50021
(Name and address of agent for service)
(515) 965-6100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<S> <S> <S> <S> <S>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common 200,000
Stock shares $13.75* $2,750,000 $811.25
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* Pursuant to Rule 457(c) and (h), the indicated price is based upon the
average ($13-3/4) of the high ($13-7/8) and low ($13-5/8) prices reported on the
NASDAQ National Market System as of June 12, 1998.
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Casey's General Stores,
Inc. (the "Company" or the "Registrant") with the Securities and Exchange
Commission (file no. 0-12788) pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") are incorporated by reference in this Registration
Statement and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended April 30, 1997;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1997;
3. Current Report on Form 8-K dated November 10, 1997;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1997;
5. Current Report on Form 8-K dated January 7, 1998;
6. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
1998.
7. Current Report on Form 8-K dated April 2, 1998; and
8. "Description of Capital Stock" set forth on pages 17 and 18 of the
Prospectus, dated September 11, 1997, included in the Company's Registration
Statement on Form S-3D (No. 333-35393).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement relating to the Common Stock offered
hereby which indicates that all such Common Stock has been sold or which
deregisters all such Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement,
modifies, supersedes or replaces such statement. Any statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock offered pursuant to the Non-
Employee Directors' Stock Option Plan (the "Directors Option Plan") has been
passed upon by Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C. ("Ahlers,
Cooney"), 100 Court Avenue, Suite 600, Des Moines, Iowa 50309. Kenneth H.
Haynie, a shareholder in Ahlers, Cooney, is a member of the Board of Directors
of the Company. To date, Mr. Haynie has received options to purchase an
aggregate of 18,000 shares of Common Stock under the Directors Option Plan.
Lawyers with Ahlers, Cooney (including Mr. Haynie) are deemed to beneficially
own an aggregate of 83,612 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 490.851 of the Iowa Business Corporation Act ("IBCA") grants each
corporation organized thereunder, such as the Registrant, the power to indemnify
its directors and officers against liabilities for certain of their acts.
Section B of Article X of the Registrant's Restated and Amended Articles of
Incorporation provides for indemnification of directors and officers of the
Registrant to the full extent permitted by Section 490.851 of the IBCA, subject
to certain limited exceptions including that no such indemnification shall be
provided for any proceeding wherein it shall be determined by final judicial
decision that such director or officer is liable (i) for a breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve any intentional misconduct or
knowing violation of the law, (iii) for a transaction from which the director
derives an improper personal benefit or (iv) under former Section 496A.44
(comparable to current Section 490.833) of the IBCA related to liability for
unlawful distributions.
Section 490.832 of the IBCA permits corporations to adopt a provision in
the articles of incorporation of each corporation organized thereunder, such as
the Registrant, eliminating or limiting, with certain exceptions, the personal
liability of a director of the corporation to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Section A of Article X of the Registrant's Restated and Amended Articles of
Incorporation eliminates the personal liability of each director
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except for liability (i) for a breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve any intentional misconduct or knowing violation of the law,
(iii) for a transaction from which the director derives an improper personal
benefit or (iv) under former Section 496A.44 (comparable to current Section
490.833) of the IBCA related to liability for unlawful distributions.
Section B of Article X further provides that the Registrant may, but is not
required to, maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Registrant against any expense,
liability or loss whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under the IBCA.
The Registrant carries standard directors' and officers' liability coverage for
its directors and officers. Subject to certain limitations, the policy
reimburses the Registrant for liabilities indemnified under Article X and
indemnifies directors and officers against additional liabilities not
indemnified under Article X.
The foregoing statements are subject to the detailed provisions of Sections
490.832, 490.833 and 490.851 of the IBCA and Article X of the Registrant's
Restated and Amended Articles of Incorporation, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The list of Exhibits included as part of this Registration Statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act"), (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a fundamental change in the
information set forth in the Registration Statement and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the
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information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement; (2) that, for purposes of determining any liability under the Act,
each post-effective amendment to this Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ankeny, State of Iowa, on May 12, 1998.
CASEY'S GENERAL STORES, INC.
May 12, 1998 By /s/ Ronald M. Lamb
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Date Ronald M. Lamb,
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: May 12, 1998 By: /s/ Ronald M. Lamb
--------------------------
Ronald M. Lamb
Chief Executive Officer and
President, Director
(Principal Executive Officer)
Date: May 12, 1998 By: /s/ Donald F. Lamberti
--------------------------
Donald F. Lamberti
Chairman of the Executive
Committee, Director
Date: May 12, 1998 By: /s/ Douglas K. Shull
--------------------------
Douglas K. Shull, Treasurer,
Director (Principal
Financial Officer and
Principal Accounting Officer)
Date: May 12, 1998 By: /s/ John G. Harmon
----------------------------
John G. Harmon
Corporate Secretary, Director
Date: June 3, 1998 By: /s/ Kenneth H. Haynie
-----------------------------
Kenneth H. Haynie
Director
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Date: June 2, 1998 By: /s/ John R. Fitzgibbon
-----------------------------
John R. Fitzgibbon
Director
Date: May 14, 1998 By: /s/ Patricia Clare Sullivan
-----------------------------
Patricia Clare Sullivan
Director
Date: May 26, 1998 By: /s/ John P. Taylor
-----------------------------
John P. Taylor
Director
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CASEY'S GENERAL STORES, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.2 Rights Agreement dated as of June 14, 1989
between Casey's General Stores, Inc. and United
Missouri Bank of Kansas City, N.A., as Rights
Agent, relating to Common Share Purchase Rights
(a) and amendments thereto (b), (c), (d)
5 Opinion of Ahlers, Cooney,
Dorweiler, Haynie, Smith & Allbee, P.C.
regarding legality of shares issued under the
Non-Employee Directors' Stock Option Plan
10.27 Non-Employee Directors' Stock Option Plan (e)
23(a) Consent of Ahlers, Cooney,
Dorweiler, Haynie, Smith & Allbee, P.C.,
included in their opinion filed as Exhibit 5
23(b) Consent of KPMG Peat Marwick LLP
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(a) Incorporated by reference from the Registration Statement on Form 8-A
(0-12788) filed on June 19, 1989.
(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.
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(e) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.
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EX-5
[AHLERS, COONEY FIRM LETTERHEAD]
June 16, 1998
Board of Directors
Casey's General Stores, Inc.
One Convenience Blvd.
Ankeny, Iowa 50021
RE: Registration Statement on Form S-8
Casey's General Stores, Inc. Non-Employee
Directors' Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Casey's General Stores, Inc., an Iowa
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed on June 16, 1998
with the Securities and Exchange Commission for the purpose of registering
200,000 shares of the Company's Common Stock, no par value (the "Shares") for
issuance under the Casey's General Stores, Inc. Non-Employee Directors' Stock
Option Plan (the "Plan").
In our capacity as such counsel, we have examined such pertinent records
and documents and matters of law as we have deemed necessary in order to express
the opinions hereinafter set forth. On the basis thereof, we are of the opinion
that:
1. The Company has been duly incorporated and is legally existing as a
corporation under the laws of the State of Iowa.
2. When the Registration Statement becomes effective and the Shares have
been issued and delivered as contemplated in the Plan, the Shares will be
validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Interests
of Named Experts and Counsel" in Part II of the Registration Statement.
Respectfully submitted,
/s/ William J. Noth
-------------------
William J. Noth
FOR THE FIRM
WJN:dc
encl.
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Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Casey's General Stores, Inc.
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Casey's General Stores, Inc. Non-Employee
Directors' Stock Option Plan of our report dated June 17, 1997 relating to the
consolidated balance sheets of Casey's General Stores, Inc. and subsidiaries as
of April 30, 1997 and 1996 and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended April 30, 1997, which report appears in the April 30, 1997 annual
report on Form 10-K of Casey's General Stores, Inc.
Des Moines, Iowa KPMG PEAT MARWICK LLP
June 15, 1998
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