SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
CASEY'S GENERAL STORES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
147528
(CUSIP Number)
Donald F. Lamberti
Casey's General Stores, Inc.
One Convenience Blvd., Ankeny, Iowa 50021
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 17, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box ____.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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CUSIP No. 147528 13D
1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Donald F. Lamberti
2. Check the appropriate box if a member of a group
(a) -----------------------------
(b) -----------------------------
3. SEC Use Only -----------------------------
4. Source of Funds
N/A
5. Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)
N/A
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
4,644,184 shares
8. Shared Voting Power
N/A
9. Sole Dispositive Power
3,555,044 shares
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10. Shared Dispositive Power
N/A
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,664,184 shares
12. Check if the aggregate amount in Row (11) excludes
certain shares
13. Percent of Class Represented by Amount in Row (11)
8.83%
14. Type of Reporting Person
IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities to which this statement relates is the Common Stock, no par
value, of Casey's General Stores, Inc. (the "Company"), having its principal
executive offices at One Convenience Boulevard, Ankeny, Iowa 50021. The Company
operates convenience stores, including the sale of gasoline, in Iowa and eight
other Midwestern states.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by an individual, Donald F. Lamberti, whose
business address is One Convenience Boulevard, Ankeny, Iowa 50021. Mr. Lamberti
currently is the Chief Executive Officer of the Company, but will relinquish
that post on May 1, 1998 and become Chairman of the Executive Committee, as
provided in his amended employment agreement with the Company. In his new
position as Chairman of the Executive Committee, Mr. Lamberti expects to
continue having a significant role in shaping the goals, policies and strategies
of the Company.
Mr. Lamberti has not, during the last five (5) years, been convicted in a
criminal proceeding, (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Lamberti has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and states securities laws or finding any violation with
respect to such laws.
Mr. Lamberti is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Lamberti co-founded the Company and owned 300 shares of its Common
Stock following its incorporation in 1967. In 1982, Mr. Lamberti purchased an
additional 40 shares of Common Stock following the resignation and retirement of
two (2) other officers, directors and shareholders. In August 1983, immediately
prior to its initial public offering, the Company's Common Stock underwent a
2900-to-1 split which increased Mr. Lamberti's direct ownership from 340 shares
to 986,000 shares.
In the years following the initial public offering of shares of Common
Stock, Mr. Lamberti has acquired additional shares of Common Stock as a result
of the stock splits declared in 1985, 1986, 1994 and 1998, the exercise of stock
options in 1987 and the
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conversion of the Company's Convertible Subordinated Debentures in 1994.
Mr. Lamberti also has disposed of a number of shares of Common Stock during this
period, primarily through gifts, open market sales made under Rule 144 and in
private exchange transactions. As of the date hereof, Mr. Lamberti is the direct
owner of 3,535,044 shares of Common Stock, and has the right to acquire an
additional 20,000 shares through presently exercisable stock options.
As a participant in the Sixth Restated and Amended Casey's General Stores,
Inc. Employees' Stock Ownership Plan and Trust (the "Employees' Plan"), Mr.
Lamberti has the right to vote the shares of Common Stock allocated to his
account by the Trustee under the Employees' Plan. As of April 30, 1997 (the date
of the most recent allocation of shares by the Trustee), Mr. Lamberti had
1,109,140 shares of Common Stock allocated to his account in the Employees'
Plan. Such shares may be available for distribution to Mr. Lamberti upon his
death, disability, retirement or termination of employment under the terms of
the Employees' Plan. Mr. Lamberti also serves as a member of the Advisory
Committee of the Employees' Plan.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Lamberti acquired the direct ownership of the shares of Common Stock
described in Item 3 hereof for investment purposes, or as a result of stock
splits declared on the shares so acquired. In addition, Mr. Lamberti acquired
and continues to hold such shares for the purpose of influencing the control of
the Company. As disclosed previously, Mr. Lamberti acquired the right, along
with all other participants in the Employees' Plan, to instruct the Trustee to
vote and tender the shares of Common Stock allocated to his account in the
Employees' Plan upon the conversion of the Employees' Plan to an ESOP on July
26, 1989.
On December 18, 1987, the Company filed a Registration Statement on Form
S-8 with the Securities and Exchange Commission covering the 2,281,700 shares of
Common Stock then held by the Employees' Plan. The Company filed Amendment No. 1
to the Registration Statement on Form S-8 on August 4, 1989 reflecting the
conversion of the Employees' Plan to an employee stock ownership plan. Pursuant
to directions from the Advisory Committee, the Trustee of the Employees' Plan
has from time to time made distributions of shares of Common Stock to
participants entitled to receive the Employees' Plan benefits, and Mr. Lamberti
expects additional such distributions to be made in the future.
In recent weeks, Mr. Lamberti has sold 100,000 shares of Common Stock under
Rule 144 (March 18, 1998), made gifts of an aggregate of 80,650 shares of Common
<PAGE>
Stock to various charitable organizations (April 3, 1998) and exchanged
75,000 shares of Common Stock for shares of beneficial interest (equal in value
to the shares so exchanged) in Belair Capital Fund, LLC, a Massachusetts limited
liability company (Eaton Vance Distributors - Placement Agent) (April 17, 1998).
As part of a long-term goal to continue with the diversification of his assets
and investments, Mr. Lamberti expects to sell additional shares of Common Stock
from time to time in the future, assuming acceptable sales prices can be
realized at the time. Mr. Lamberti expects that the majority of such sales would
be made under Rule 144. Mr. Lamberti also expects to make additional gifts of
shares of Common Stock from time to time in the future, consistent with his past
practice. Mr. Lamberti does not expect to acquire any additional shares of
Common Stock in the future, although he remains eligible to receive option
grants under the 1991 Incentive Stock Option Plan of the Company.
Other than as set forth herein, Mr. Lamberti currently has no other plan or
proposal which relates to or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company;
(c) A sale or transfer of a material amount of assets of the Company;
(d) Any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted on an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The aggregate number of shares of Common Stock beneficially owned by Mr.
Lamberti at the date hereof is 4,664,184 shares or approximately 8.83% of the
52,561,012 shares of Common Stock currently issued and outstanding.
Mr. Lamberti has sole power to vote and to dispose of the 3,535,044 shares
of Common Stock owned directly by him. As described above, Mr. Lamberti also has
the right to instruct the Trustee to vote and tender the 1,109,140 shares of
Common Stock allocated to his account under the Employees' Plan as of April 30,
1997. The remaining 20,000 shares of Common Stock included within Mr. Lamberti's
beneficial ownership represent unexercised options to purchase such shares
awarded to him under the 1991 Incentive Stock Option Plan.
Other than as set forth herein, Mr. Lamberti has not participated in or
effected any transactions in the Company's Common Stock in the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Lamberti is a participant in a voting trust established December 20,
1982 that will become effective upon the date of death of himself or Ronald M.
Lamb, currently Chief Operating Officer and a Director of the Company (becoming
Chief Executive Officer in May 1, 1998). Under the voting trust agreement, the
stockholders 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 trustee. Upon the
effectiveness of the voting trust, the voting trustee generally will be entitled
to vote the Voting Shares in their discretion in accordance with the
determination of the voting trustee. However, in order to approve certain
extraordinary corporate actions, such as the merger of the Company into any
other company, the voting trustee will be required to obtain the prior
affirmative vote of the holders and voting trust certificates representing at
least two-thirds of the Voting Shares.
<PAGE>
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
-------------- --------------
<C> <S>
9. Voting Trust Agreement* and
Amendment thereto**
10.4(a) Sixth Amended and Restated Casey's
General Stores, Inc. Employees'
Stock Ownership Plan and Trust
Agreement***
</TABLE>
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 (2-82651) filed August 31, 1983.
** Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended January 31, 1988 (0-12788).
*** Incorporated by reference from the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 1995 (0-12788).
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Donald F. Lamberti
---------------------------
Donald F. Lamberti
Date: April 21, 1998
