SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 1998
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 BLVD., 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
if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
On March 2, 1998, the Board of Directors approved amendments to the
existing employment agreements with Donald F. Lamberti and Ronald M. Lamb, under
which Mr. Lamb would assume the position of Chief Executive Officer of the
Company and Mr. Lamberti would assume a new position as Chairman of the
Executive Committee. The amendments are intended to implement the transition of
Mr. Lamb to the position of Chief Executive Officer, and become effective as of
May 1, 1998.
Copies of the amendments are being filed as exhibits to this Form 8-K.
Item 7. EXHIBITS.
10.21(b) First Amendment to Amended and Restated Employment Agreement
with Donald F. Lamberti
10.22(b) First Amendment to Amended and Restated Employment Agreement
with Ronald M. Lamb
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 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: April 1, 1998 By: /s/ Douglas K. Shull
-----------------------------
Douglas K. Shull
Treasurer and Chief Financial Officer
<PAGE>
EXHIBITS
EXHIBIT DESCRIPTION PAGE
10.21(b) First Amendment to Amended and Restated 5
Employment Agreement with Donald F. Lamberti
10.22(b) First Amendment to Amended and Restated 7
Employment Agreement with Ronald M. Lamb
EXHIBIT 10.21(b)
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (the
"Amendment") is made and entered into as of the 26th day of March, 1998 by and
between Casey's General Stores, Inc., an Iowa corporation (the "Company") and
Donald F. Lamberti ("Lamberti").
WHEREAS, the Company and Lamberti are parties to an Amended and Restated
Employment Agreement dated as of October 24, 1997 (the "Original Agreement"),
providing for Lamberti's employment as Chief Executive Officer of the Company
under the terms and conditions set forth therein; and
WHEREAS, the Company and Lamberti have agreed that, effective as of May 1,
1998, Ronald M. Lamb shall serve as Chief Executive Officer of the Company and
that Lamberti will continue to serve the Company as the Chairman of the
Executive Committee.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of
Section 3 of the Original Agreement is hereby amended to read as follows:
3. Duties of Lamberti. During the period of his employment in the
capacity as Chairman of the Executive Committee, Lamberti will
perform his duties to the best of his ability, subject to the
control of the Board of Directors. It is agreed and understood
that Lamberti shall act as liaison between the Chief Executive
Officer of the Company and the Board of Directors to assure that
all matters for consideration are communicated to members on a
timely basis. At times when neither the Board of Directors nor
the Executive Committee are in session, Lamberti shall be
available to receive the report of the Chief Executive Officer
on their behalf. In addition, Lamberti shall have such other
duties and responsibilities as shall be mutually agreed upon by
Lamberti and the Chief Executive Officer of the Company,
including but not limited to providing assistance to the Chief
Executive Officer in representing the Company at business or
<PAGE>
public occasions. The Company agrees that Lamberti shall
continue to occupy his present office as Chairman of the
Executive Committee and shall at all times have such authority
and discretion as is required in the carrying out of Lamberti's
duties in a proper and efficient manner, subject to review by the
Chief Executive Officer and the Board of Directors.
2. OTHER REFERENCES TO POSITION AS CHIEF EXECUTIVE OFFICER.
All other references in the Original Agreement to Lamberti's position and
service as Chief Executive Officer of the Company are hereby amended to
hereafter refer to Lamberti's position and service as Chairman of the Executive
Committee.
3. RATIFICATION. Except as set forth herein, the terms and conditions of
the Original Agreement are hereby ratified, confirmed and approved.
4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be
deemed effective as of May 1, 1998.
IN WITNESS WHEREOF, the respective parties have caused this Amendment to be
executed as of the day and year first above written.
CASEY'S GENERAL STORES, INC.
By: /s/ Ronald M. Lamb
-----------------------------
Ronald M. Lamb, President
ATTEST:
By: /s/ John G. Harmon
-------------------------------
John G. Harmon, Corporate Secretary
By: /s/ Donald F. Lamberti
------------------------------
Donald F. Lamberti
EXHIBIT 10.22(b)
FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (the
"Amendment") is made and entered into as of the 26th day of March, 1998 by and
between Casey's General Stores, Inc., an Iowa corporation (the "Company") and
Ronald M. Lamb ("Lamb").
WHEREAS, the Company and Lamb are parties to an Amended and Restated
Employment Agreement dated as of October 24, 1997 (the "Original Agreement")
providing for Lamb's employment as Chief Operating Officer and President of the
Company under the terms and conditions set forth therein; and
WHEREAS, the Company and Lamb have agreed that, effective as of May 1,
1998, Lamb shall serve as Chief Executive Officer and President of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the parties hereto agree as follows:
1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of
Section 3 of the Original Agreement is hereby amended to read as follows:
3. Duties of Lamb. During the period of his employment in the
capacity as Chief Executive Officer and President, Lamb will
perform his duties to the best of his ability, subject to the
control of the Board of Directors. It is agreed and
understood that the position (including status, title and
reporting requirements), authority, duties and
responsibilities of Lamb shall be substantially the same as
those performed by Donald F. Lamberti as Chief Executive
Officer of the Company prior to the date of this Agreement,
and that Lamb shall at all times serve the best interests of
the Company. The Company agrees that Lamb shall continue to
occupy his present office as Chief Executive Officer and
President and shall at all times have such authority and
discretion as is required in the carrying out of Lamb's
duties in a proper and efficient manner, subject to review
by the Board of Directors.
<PAGE>
2. OTHER REFERENCES TO POSITION AS CHIEF OPERATING OFFICER. All other
references in the Original Agreement to Lamb's position and service as Chief
Operating Officer and President of the Company are hereby amended to hereafter
refer to Lamb's position and service as Chief Executive Officer and President.
3. RATIFICATION. Except as set forth herein, the terms and conditions of
the Original Agreement are hereby ratified, confirmed and approved.
4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be
deemed effective as of May 1, 1998.
IN WITNESS WHEREOF, the respective parties have caused this Amendment to be
executed as of the day and year first above written.
CASEY'S GENERAL STORES, INC.
By: /s/ Donald F. Lamberti
----------------------------------
Donald F. Lamberti,
Chief Executive Officer
ATTEST:
By: /s/ John G. Harmon
-----------------------------------
John G. Harmon, Corporate Secretary
By: /s/ Ronald M. Lamb
-----------------------------
Ronald M. Lamb
