<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-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)(1) and 0-11.
[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>
[LOGO]
August 11, 2000
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
15, 2000. The formal Notice of Annual Meeting and Proxy Statement, which are
contained in the following pages, outline the election of directors and
approval of the 2000 Stock Option Plan 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 2000 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, 2000.
We look forward to seeing you at the meeting and thank you for your
continued interest in the Company.
Sincerely,
/s/ Ronald M. Lamb
----------------------
Ronald M. Lamb
Chief Executive Officer
<PAGE>
[LOGO]
Notice of Annual Meeting of Shareholders
September 15, 2000
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
15, 2000, at 9:00 A.M., Iowa time, for the following purposes:
1. To elect seven members to the Board of Directors to serve until the
next ensuing Annual Meeting of shareholders or until their successors are
elected and qualified;
2. To consider and act upon a proposal to adopt the 2000 Stock Option
Plan; and
3. To transact such other business as may properly come before the
meeting or at any adjournment thereof.
The Board of Directors has fixed the close of business, August 4, 2000, 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/Treasurer
August 11, 2000
<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
11, 2000, 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 4, 2000. 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 15, 2000.
For participants in the Casey's General Stores, Inc. Dividend Reinvestment
and Stock Purchase Plan, the proxy card represents the number of full and
fractional shares in the participant's plan account, as well as other shares
registered in the participant's name. If the 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 and FOR the approval of the 2000 Stock Option Plan. 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.
1
<PAGE>
SHARES OUTSTANDING
Holders of record of the Common Stock at the close of business on the
record date, August 4, 2000, will be entitled to vote on all matters to be
presented at the Annual Meeting. On the record date, 49,459,762 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>
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership of Class
------------------------------------ ----------------------- --------
<S> <C> <C>
UMB Bank, n.a.......................... 3,564,256(1) 7.20%
10th and Grand Blvd.
Kansas City, MO 64141
Donald F. Lamberti..................... 4,456,744(2) 9.01%
One Convenience Blvd.
Ankeny, IA 50021
T. Rowe Price Associates, Inc.......... 4,281,300(3) 8.10%
100 E. Pratt Street
Baltimore, MD 21202
David A. Rocker........................ 2,739,700(4) 5.28%
c/o Rocker Partners, L.P.
Suite 1759
45 Rockefeller Plaza
New York, NY 10111
</TABLE>
--------
(1) Information is as of August 4, 2000 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 1,759,539 shares
voted by the Trustee in accordance with the instructions of Messrs.
Lamberti, Lamb, Harmon, Myers and Shaffer as participants in the ESOP.
(2) Information is as of August 4, 2000 and includes 1,125,533 shares held
under the ESOP and currently allocated to the account of Mr. Lamberti,
over which Mr. Lamberti exercises voting power, and 30,000 shares subject
to 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 page 6
herein.
(3) Based on the Schedule 13G filed by T. Rowe Price Associates, Inc. ("Price
Associates") with the Securities and Exchange Commission (the "SEC"),
dated February 12, 2000. Such information indicates that Price Associates
had sole voting power over 696,900 shares and sole dispositive power over
4,281,300 shares. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(4) Based on Amendment No. 1 to the Schedule 13G filed by Mr. Rocker with the
SEC, dated February 10, 2000. Such information indicates that 1,992,100 of
such shares are owned by Rocker Partners, L.P., a New York limited
partnership (of which Mr. Rocker is the sole managing partner), and
747,600 of such shares are owned by Compass Holdings, Ltd., a British
Virgin Islands corporation for which Rocker Offshore Management Company,
Inc. (whose president is Mr. Rocker) serves as investment advisor.
2
<PAGE>
VOTING PROCEDURES
Under Iowa corporate law and the Restated and Amended Articles of
Incorporation, as amended (the "Restated Articles"), 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 2000 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. If
a quorum is present, the 2000 Stock Option Plan will be approved if the votes
cast favoring such action exceed the votes cast opposing the action. For
purposes of determining the number of votes cast, all votes cast "for" or to
"withhold authority" are included. Abstentions and 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.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven persons. Under the
Restated Articles, the Board of Directors may consist of up to nine persons,
and individuals may be elected by the Board to fill any vacancies or to occupy
any new directorships, with such individual serving in each case until the
next annual meeting of shareholders and until a successor is duly elected and
qualified. The Board has no current intention of creating any new
directorships prior to the 2001 Annual Meeting of shareholders, but would be
authorized under the Restated Articles to create new directorships and elect
individuals to fill such positions at some point in the future as described
above.
The Board of Directors has designated the seven individuals named below as
nominees for election as directors of the Company at the 2000 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 4, 2000 is set forth on page 6. 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 following
nominees as directors of the Company:
Ronald M. Lamb, 64, Chief Executive Officer and President 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 served as President
and Chief Operating Officer of the Company from September 1988 until
becoming President and Chief Executive Officer on May 1, 1998. Mr. Lamb has
been a director of the Company since 1981.
Donald F. Lamberti, 62, Chairman of the Executive Committee. Mr.
Lamberti co-founded the Company in 1967 and served as its President from
1975 to 1988, when he assumed the position of Chief Executive Officer. He
served in that position until becoming Chairman of the Executive Committee
on
3
<PAGE>
May 1, 1998. Mr. Lamberti, a director of the Company since 1967, also
serves as a director of Wells Fargo Bank Iowa, N.A. and National By-
Products, Inc. and as a member of the Board of Trustees of Buena Vista
University.
John G. Harmon, 46, Secretary/Treasurer of the Company. Mr. Harmon has
been associated with the Company since 1976 and served as Corporate
Secretary from 1987 until his appointment on July 25, 1998 to the new
position of Secretary/Treasurer. He has been a director of the Company
since 1987.
John R. Fitzgibbon, 78, 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 Wells Fargo Bank Iowa,
N.A.). Mr. Fitzgibbon, a director of the Company since 1983, also serves as
a member of the Iowa State University Research Park Board and as Chairman
of the Des Moines International Airport Board.
John P. Taylor, 53, 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 has been a director
of the Company since 1993.
Kenneth H. Haynie, 67, 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, 72, 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 1996.
Meetings and Committees
The Board of Directors held seven meetings during the fiscal year ended
April 30, 2000. 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.
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.
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, 2000.
The principal functions of the Audit Committee, presently consisting of
Messrs. Taylor, Fitzgibbon, Haynie and Ms. Sullivan, 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, 2000.
The principal functions of the Compensation Committee, presently consisting
of Messrs. Fitzgibbon, Haynie, 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 twice during the
fiscal year ended April 30, 2000.
The Nominating Committee, presently consisting of Messrs. Harmon, Lamb,
Taylor and Ms. Sullivan, generally reviews the qualifications of candidates
proposed for nomination and recommends to the Board
4
<PAGE>
candidates for election at the Annual Meeting of shareholders. The Committee
met once during the fiscal year ended April 30, 2000.
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, 2000,
each non-employee director was paid an annual cash retainer fee of $10,000
plus meeting fees of $1,000 per Board meeting and $750 for each committee
meeting attended. The Company also paid the premiums on a directors' and
officers' liability insurance policy insuring all directors. Non-employee
directors are also provided coverage under the Company's group life insurance
plan, with individual coverages of $50,000 each.
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 2,000 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 200,000 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, Messrs. Fitzgibbon,
Haynie, Taylor and Ms. Sullivan each received an option on May 1, 2000 to
purchase 2,000 shares of Common Stock at an exercise price of $12.34 per
share.
5
<PAGE>
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of August 4, 2000, 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 current
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>
Shares Total Amount and
Direct Subject to ESOP Nature of Beneficial Percent
Name of Beneficial Owner Ownership Options(1) Shares(2) Ownership(3) of Class
------------------------ --------- ---------- --------- -------------------- --------
<S> <C> <C> <C> <C> <C>
Ronald M. Lamb.......... 505,500 30,000 523,474 1,058,974 2.14%
Donald F. Lamberti...... 3,301,211 30,000 1,125,533 4,456,744 9.01%
John G. Harmon.......... -0- 60,000 109,293 169,293 *
John R. Fitzgibbon...... 127,220(4) 22,000 -0- 149,220 *
Kenneth H. Haynie....... 53,662(5) 22,000 -0- 75,662 *
John P. Taylor.......... 20,000 22,000 -0- 42,000 *
Patricia Clare Sullivan. 1,700 6,000 -0- 7,700 *
Robert J. Myers......... 2,000 26,000 1,239 29,239 *
Jamie H. Shaffer........ 11,000 5,000 -0- 16,000 *
All current executive
officers and directors
as a group (9 persons). 4,022,293 207,000 1,759,539 6,004,832 12.14%
</TABLE>
--------
*Less than 1%
(1) Consisting of shares (which are included in the totals) that are subject
to acquisition through the exercise of stock options granted under the
1991 Incentive Stock Option 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 9 and 10 herein.
(2) The amounts shown (which are included in the totals) consist of shares
allocated to the named executive officers' accounts in the ESOP as of
April 30, 2000 (the most 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 2 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 the exercise of options and ESOP shares.
(4) The amount shown includes an aggregate of 43,220 shares held by a family
trust and affiliated business of Mr. Fitzgibbon.
(5) The amount shown includes 2,000 shares held by a family trust for which
Mr. Haynie acts as trustee.
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.
6
<PAGE>
EXECUTIVE COMPENSATION
Report of Compensation Committee
The Compensation Committee of the Board of Directors (the "Committee"),
consisting 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"),
makes recommendations to the Board of Directors with respect to the employment
agreements with the executive officers and approves of the salaries and bonus
structure proposed by the Chief Executive Officer for the Company's Vice
Presidents.
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 may make determinations with respect to the
award of stock options under the 1991 Option Plan at that time.
Executive Officer Compensation
The three principal components of the Company's executive compensation
program consist of 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
currently has only five 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 Messrs. Lamberti, Lamb and
Harmon is set forth in their employment agreements with the Company and may be
adjusted during the terms thereof with the consent of the individual officer.
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. Gasoline margins achieved during the year are also
taken into account in determining the levels of earnings at which bonuses are
awarded. 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 in terms of earnings per share. During
the 2000 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 in August 1999.
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
7
<PAGE>
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. It has been the Committee's practice generally to award
options in every other year. During the 2000 fiscal year, options were awarded
to each of the named executive officers, the Vice Presidents, and a number of
other key Company employees.
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. Lamb's compensation for the fiscal year ended
April 30, 2000 was determined in accordance with the above policies and in
light of his employment agreement with the Company. Mr. Lamb 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.
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. 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
8
<PAGE>
Executive Compensation
The following table sets forth certain information concerning the
compensation earned or awarded during the last three fiscal years to the chief
executive officer and the four other most highly compensated executive
officers of the Company as of April 30, 2000 whose compensation (based on the
total of the amounts required to be shown in the salary and bonus columns of
such table) exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------- ------------
Other Annual Securities All Other
Name and Principal Compensation Underlying compensation
Position Year Salary ($) Bonus ($) ($) Options (#) ($)(3)
------------------ ---- ---------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald M. Lamb
President and Chief
Executive Officer 2000 450,000 200,000 836 -0- -0-
1999 450,000 200,000 836 -0- 687
1998 383,333 100,000 836 -0- -0-
Donald F. Lamberti
Chairman of the
Executive Committee 2000 450,000 200,000 2,444 -0- -0-
1999 450,000 200,000 2,444 -0- 687
1998 383,333 100,000 2,444 -0- -0-
John G. Harmon
Secretary/Treasurer 2000 172,917 90,000 1,789 -0- -0-
1999 150,000 90,000 43,911(4) -0- 5,687
1998 146,250 40,000 118,286(4) -0- 5,850
Robert J. Myers(1)
Senior Vice President 2000 118,333 45,000 1,032 -0- 4,733
1999 98,750 45,000 1,032 -0- 4,454
Jamie H. Shaffer(2)
Vice President and
Chief Financial
Officer 2000 150,000 -0- 3,600 -0- -0-
</TABLE>
--------
(1) Mr. Myers was designated by the Board of Directors as an executive officer
in March, 1999.
(2) Mr. Shaffer was designated by the Board of Directors as an executive
officer in April, 1999.
(3) The amount shown for each named executive officer is the total of the
Company's contributions to the Company's 401(k) plan, in which all
employees are eligible to participate, and contributions to the ESOP.
(4) The amount shown includes amounts attributable to the named executive
officer's exercise of stock options and the sale of all or a portion of
the shares acquired thereby.
Option Grants and Exercises
The following tables summarize, for the fiscal year ended April 30, 2000,
option grants to the executive officers named in the Summary Compensation
Table under the 1991 Option Plan, and the value of the options held by such
persons at April 30, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential realizable
value at assumed
annual rates of stock
Percent of total price appreciation for
Options options granted -----------------------
granted to employees Exercise Expiration 5% 10%
Name (#)(1) in fiscal year ($/Sh) Date ($) ($)(2)
---- ------- ---------------- -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Ronald M. Lamb.......... 10,000 3.4% 14.94 7/26/09 93,957 238,105
Donald F. Lamberti...... 10,000 3.4% 14.94 7/26/09 93,957 238,105
John G. Harmon.......... 10,000 3.4% 14.94 7/26/09 93,957 238,105
Robert J. Myers......... 10,000 3.4% 14.94 7/26/09 93,957 238,105
Jamie H. Shaffer........ 5,000 1.7% 13.75 5/5/09 43,237 109,750
</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
9
<PAGE>
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.
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
------------- -------------
Exercisable/ Exercisable/
Shares Value Unexercisable Unexercisable
Acquired on Realized (#) (in (in
Name Exercise (#) ($)(1) shares) dollars)(2)
---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Ronald M. Lamb................ 0 0 20,000/10,000 20,050/0
Donald F. Lamberti............ 0 0 20,000/10,000 20,050/0
John G. Harmon................ 0 0 50,000/10,000 137,625/0
Robert J. Myers............... 0 0 16,000/10,000 11,790/0
Jamie H. Shaffer.............. 0 0 0/5,000 0/0
</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 $11.69 per share, which was
the last reported sales price of shares of Common Stock reported on the
NASDAQ National Market System on April 30, 2000, minus the exercise price.
Employment, Change of Control and Severance Arrangements
Employment Contracts. The Company entered into amended and restated
employment agreements with each of Messrs. Lamberti, Lamb and Harmon in
October 1997. The agreements with Messrs. Lamberti and Lamb are for terms of
five years with automatic renewal terms of three years. The agreement with Mr.
Harmon is for a period expiring on August 1, 2001. The term of employment for
Mr. Harmon would be extended for a three year period in the event of a "change
of control" (as defined in the agreement) of the Company.
Each of the agreements with the foregoing 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. Under their
agreements, Messrs. Lamberti and Lamb will receive compensation exclusive of
bonuses at the rate of $450,000 per year, and Mr. Harmon will receive
compensation exclusive of bonuses at the rate of $150,000 per year, or in each
case such other amount as the Company and the officer mutually shall agree. 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
10
<PAGE>
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 Mr. 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, such officers would be eligible to receive retirement benefits
thereafter until death as described below. Mr. Harmon is not entitled to
receive any disability payments under his agreement with the Company.
In the event of termination for cause (or other than for good reason), each
of the officers is entitled to receive his salary to the date of termination.
In the event an officer terminates employment for good reason or for any
termination other than for cause, 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 and (iv) all compensation previously
deferred. 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 or is terminated for any reason other than for cause 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 reduce the payment amount to the maximum deductible amount
permitted under the golden parachute tax provisions and Section 162(m) of the
Internal Revenue Code of 1986.
In connection with the approval of the foregoing agreements, the Board of
Directors adopted a Non-Qualified Supplemental Executive Retirement Plan
("SERP") for the three executive officers. The SERP provides for the payment
of an annual retirement benefit to the officer for the earlier of a period of
20 years or 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. In the case of
Messrs. Lamberti and Lamb, optional retirement is permitted upon the officer
reaching age 59 (which both such officers have met), following which such
officer would be entitled to receive an annual retirement benefit equal to
one-half of his then-current salary. In the case of Mr. Harmon, optional
retirement is available upon reaching age 55. In such event, the retirement
benefits available to Mr. Harmon would be equal to one-fourth of his then-
current salary, increasing by 5% of his salary for each additional year of
employment until he reaches age 60.
The Board of Directors also approved the execution of a trust agreement
with UMB Bank, n.a. for the purpose of creating a trust to secure its
obligations under the SERP in the event of a change of control of the Company.
In such event, the trust would be funded in an amount equal to the maximum
amount payable to the officers under the SERP, either in cash or pursuant to
an irrevocable letter of credit established by the Company for that purpose.
Payment of the retirement benefits to the officers thereafter would be made by
the trustee from the trust funds, at the times and in the amounts provided in
the SERP.
Change of Control Agreements. In addition to the agreements with Messrs.
Lamberti, Lamb and Harmon, the Company has entered into "change of control"
employment agreements with 12 other key employees, including the ten current
Vice Presidents. 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 payable 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.
11
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The Performance Graph set forth below 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 convenience store
companies: Dairy Mart Convenience Stores, Uni-Marts Incorporated and 7-Eleven,
Inc. (formerly known as the Southland Corporation). 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,
1995, and reinvestment of all dividends. The total shareholder returns shown
are not intended to be indicative of future returns.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG CASEY'S GENERAL STORES, INC., THE RUSSELL 2000 INDEX AND A PEER GROUP
[BAR CHART]
Russell
Casey's General Peer 2000
Measurement Period Stores, Inc. Group Index
(Fiscal Year Covered)
Measurement Pt - 4/30/95 $100.00 $100.00 $100.00
FYE 4/30/96 125.57 85.93 127.90
FYE 4/30/97 110.54 84.85 146.52
FYE 4/30/98 192.68 71.11 207.71
FYE 4/30/99 156.59 59.75 175.87
FYE 4/30/00 138.82 89.41 183.60
* $100 INVESTED ON 4/30/95 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING APRIL 30.
The above Performance Graph and related disclosure and the Report of the
Compensation Committee (set forth on pages 7 and 8 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.
12
<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, 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
2000 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 $40,274 in fiscal 1998, $37,895 in fiscal 1999 and $41,539
in fiscal 2000. The Company does not intend to lease additional store sites or
buildings from affiliated persons.
PROPOSAL 2
ADOPTION OF THE 2000 STOCK OPTION PLAN
The Board of Directors of the Company believes that the Company's 1991
Option Plan has proven to be an effective means of attracting, retaining and
motivating individuals possessing exceptional ability. The Board of Directors
also believes the Company must continue to provide long-term compensation
incentives to its present and future officers and key employees in order to
assure the Company's continued success and progress.
To continue the objectives of the 1991 Option Plan, the shareholders are
being asked to approve the adoption of the 2000 Stock Option Plan (the "2000
Option Plan") and to authorize the Board of Directors to reserve for the 2000
Option Plan an aggregate of 500,000 shares of the Company's Common Stock (as
such number may be adjusted for any stock splits or dividends and certain
other corporate changes in accordance with the provisions of the 2000 Option
Plan). In addition, any shares which are or become available for grant under
the 1991 Option Plan will be available for grant under the 2000 Option Plan.
The following summary sets forth the principal features of the 2000 Option
Plan, and is qualified in its entirety by the complete text of the 2000 Option
Plan set forth in Exhibit A to this Proxy Statement.
Administration. The 2000 Option Plan will be administered by the
Compensation Committee (the "Committee") of the Board of Directors, which
shall at all times consist of not less than two persons who are non-employee
directors of the Company. No member of the Committee is eligible to receive
any benefits under the 2000 Option Plan. All other management directors are
eligible to receive benefits under the 2000 Option Plan. The Committee shall
have complete authority to construe and interpret the 2000 Option Plan, to
establish, amend and rescind appropriate rules and regulations relating to the
2000 Plan, to make all determinations necessary or advisable for the
administration of the 2000 Option Plan, to select persons eligible to be
participants in the 2000 Option Plan (the "Participants") and to grant awards
under the 2000 Option Plan. No award may be granted under the 2000 Option Plan
after May 31, 2010, but awards theretofore granted may extend beyond such
date.
Eligibility. All key employees of the Company and its subsidiaries are
eligible to receive options to purchase shares of the Company's Common Stock
("Options") under the 2000 Option Plan. Key employees are those employees who
have demonstrated significant management potential or who have significantly
contributed or are likely to so contribute to the success of the Company, as
determined by the Committee. In order to be eligible
13
<PAGE>
to receive awards under the 2000 Option Plan, such key employees must have
been employees of the Company at all times during a period beginning when such
key employee is granted an Option and ending three (3) months before the
exercise of the Option.
Due to the discretion vested in the Committee with respect to the award of
Options under the 2000 Option Plan, no reasonable estimate can be made at this
time as to the amounts or benefits to be received by or allocated to any
person under the 2000 Option Plan, including but not limited to the Company's
current executive officers, or which would have been received or allocated to
any such person during the 2000 fiscal year if the 2000 Option Plan had been
in effect.
Shares Available. The aggregate number of shares of the Company's Common
Stock that may be issued under the 2000 Option Plan shall not exceed 500,000
shares plus shares authorized but unissued under the 1991 Option Plan. If the
2000 Option Plan is approved, no further options will be granted under the
1991 Option Plan; provided, however, that any outstanding options under such
plan may be exercised in accordance with the terms thereof. If there is a
stock split, stock dividend or other relevant change affecting the Company's
shares, appropriate adjustments will be made in the number of shares that may
be issued in the future and in the number of shares and price of all
outstanding grants made before such event. If shares under a grant are not
issued, those shares would again be available for inclusion in future grants.
Grants Under the Plan
The Committee may grant Options qualifying as incentive stock options under
the Internal Revenue Code of 1986, and other nonqualified stock options. The
term of an Option shall be fixed by the Committee, but shall not exceed ten
years. The Option price shall not be less than the fair market value of the
Company's Common Stock on the date of grant. The shares of Common Stock
purchased under any Option must be paid in full at the time of purchase. Such
payments may be made in cash or with shares of the Company's Common Stock
previously owned by a Participant, to the extent permitted by the Committee,
by a combination of cash or shares of Common Stock, or through financing or
credit arrangements provided by the Company, as and to the extent authorized
by the Committee. Options granted under the 2000 Option Plan will be
exercisable at such time and under such conditions as set forth in a written
agreement between the Company and the Participant evidencing such Option.
Federal Income Tax Consequences
The grant of an incentive stock option or a nonqualified stock option would
not result in income for the grantee or in a deduction for the Company.
The exercise of a nonqualified stock option would result in ordinary income
for the grantee and a deduction for the Company measured by the difference
between the option price and the fair market value of the shares received at
the time of exercise. Income tax withholding would be required.
The exercise of an incentive stock option would not result in income for
the grantee if the grantee (i) does not dispose of the shares within two years
after the date of grant or one year after the transfer of shares upon
exercise, and (ii) is an employee of the Company or a subsidiary of the
Company from the date of grant and through and until three months before the
exercise date. If these requirements are met, the basis of the shares upon
later disposition would be the option price. Any gain will be taxed to the
employee as long-term capital gain and the Company would not be entitled to a
deduction. The excess of the market value on the exercise date over the option
price is an item of tax preference, potentially subject to the alternative
minimum tax.
If the grantee disposes of the shares prior to the expiration of either of
the holding periods, the grantee would recognize ordinary income and the
Company would be entitled to a deduction equal to the lesser of the fair
market value of the shares on the exercise date minus the option price or the
amount realized on disposition
14
<PAGE>
minus the option price. Any gain in excess of the ordinary income portion
would be taxable as long-term or short-term capital gain.
The affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy at the Annual Meeting will be required for
approval of the 2000 Option Plan.
The Board of Directors recommends a vote FOR the proposal to approve the
adoption of the 2000 Option Plan.
AUDITORS
KPMG LLP was engaged by the Company to serve as its auditors for fiscal
2000. Representatives of KPMG LLP will be in attendance at the Annual Meeting
to be held on September 15, 2000, and will be available to respond to
appropriate questions and may make a statement if they so desire.
ANNUAL REPORTS
The Company's 2000 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 2000, 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
Secretary/Treasurer, Casey's General Stores, Inc., One Convenience Blvd.,
Ankeny, Iowa 50021-0845.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the annual meeting
of shareholders in 2001 must be received by the Company by April 13, 2001 in
order to be eligible for inclusion in the Company's proxy statement and proxy
card relating to such meeting. Upon timely receipt of any such proposal, the
Company will determine whether or not to include such proposal in the proxy
statement and proxy in accordance with applicable SEC regulations governing
the solicitation of proxies.
The Company's Bylaws contain advance notice procedures relating to
shareholder nominations of directors and other business to be brought before
an annual meeting of shareholders other than by or at the direction of the
Board of Directors. Under the Bylaws, in order for a shareholder to nominate a
director candidate for election at an annual meeting of shareholders, the
shareholder must deliver written notice thereof to the Secretary of the
Company at least 90 days prior to the one-year anniversary date of the date of
the immediately preceding annual meeting of shareholders. In the case of
shareholder nominations to be considered at the 2001 Annual Meeting,
therefore, such notice must be received by the Secretary by no later than June
18, 2001. The notice must set forth certain information 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 SEC 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.
15
<PAGE>
Under the Bylaws, a shareholder may bring other business before an annual
meeting of shareholders only by delivering written notice to the Company
within the time limit described above for shareholder nominations of director
candidates. The notice must set forth certain information concerning such
shareholder and all persons or entities acting in concert with the
shareholder, including their names, addresses and number of shares owned of
record, a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, a description of all arrangements or understandings between such
shareholder and any other persons in connection with the proposal of such
business, a representation that such shareholder is entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to bring
such business before the meeting and such other information regarding the
proposal as would be required to be included in a proxy statement filed with
the SEC. The Chairman of the meeting may determine that particular items of
business were not properly brought before the annual meeting in accordance
with the Bylaws, in which case any such business shall not be transacted.
A shareholder proponent must be a shareholder of the Company both at the
time of giving of notice and at the time of the meeting and who is entitled to
vote at the meeting. Any such notice must be given to the Secretary of the
Company, whose address is One Convenience Blvd., Ankeny, Iowa 50021-0845. Any
shareholder desiring a copy of the Bylaws will be furnished a copy without
charge upon written request of the Secretary. The time limits described above
also apply in determining whether notice is timely for purposes of Rule 14a-
4(c)(1) under the Securities Exchange Act of 1934 relating to exercise of
discretionary voting authority, and are separate and apart from, and in
addition to, the SEC requirements that a shareholder must meet in order to
have a shareholder proposal included in the Company's proxy statement for an
annual meeting.
OTHER MATTERS
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.
By Order of the Board of Directors,
/s/ John G. Harmon
----------------------
John G. Harmon
Secretary/Treasurer
August 11, 2000
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
16
<PAGE>
2000 STOCK OPTION PLAN
of
CASEY'S GENERAL STORES, INC.
ARTICLE I
PURPOSES
--------
The purpose of this 2000 Stock Option Plan, which shall be known as the
"2000 Stock Option Plan of Casey's General Stores, Inc." (the "Plan"), is to
promote the interests of Casey's General Stores, Inc., an Iowa corporation
(the "Company"), and its shareholders by strengthening its ability to retain
officers and key employees in the employ of the Company, or of any subsidiary
of the Company, by furnishing additional incentives whereby such present and
future officers and key employees may be encouraged to acquire, or to increase
their acquisition of, the Company's common stock, thus maintaining their
personal interest in the Company's continued success and progress. The Plan
provides for the grant of options to purchase shares of Common Stock ("Option"
or "Options") in accordance with the terms and conditions set forth below.
Any Option granted under this Plan may be either an incentive stock option
(an "ISO") or a non-qualified option (a "NQO"), as determined in the
discretion of the Committee. An "ISO" is an Option that is intended to be an
"incentive stock option" described in Section 422(b) of the Code and does in
fact satisfy the requirements of that section. An "NQO" is an Option that is
not intended to be an "incentive stock option" as that term in described in
Section 422(b) of the Code, or that fails to satisfy the requirements of that
section.
ARTICLE II
DEFINITIONS
-----------
In addition to the definitions set forth in Article I hereof, for purposes
of this Plan the following terms shall have the following meanings:
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board.
"Common Stock" means unauthorized and unissued shares of the Common
Stock, no par value, of the Company.
"Employee" means any key employee of the Company or any subsidiary
thereof. Members of the Board who are not full-time salaried officers or
employees are not Employees for purposes of this Plan.
"Fair Market Value" means the last reported sales or closing price of
the Common Stock, on the date on which it is to be valued hereunder, as
reported on the NASDAQ National Market System or other securities exchange.
"Non-Employee Director" shall have the meaning set forth in Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, or any successor definition adopted by the
Commission.
"Optionee" means an Employee to whom an Option is granted pursuant to
the Plan.
ARTICLE III
ADMINISTRATION
--------------
The Plan shall be administered by the Committee, which shall at all times
consist of not less than two (2) persons, each of whom shall be a Non-Employee
Director. The Committee shall have complete authority to construe and
interpret the Plan, to establish, amend and rescind appropriate rules and
regulations relating to the
A-1
<PAGE>
Plan, to select persons eligible to participate in the Plan, to grant Options
thereunder, to administer the Plan, to make recommendations to the Board and
to take all such steps and make all such determinations in connection with the
Plan and the Options granted thereunder as it may deem necessary or advisable.
All determinations of the Committee shall be by a majority of its members, and
its determinations shall be final.
ARTICLE IV
ELIGIBILITY
-----------
4.1. All Employees who have demonstrated significant management potential
or who have contributed, or are deemed likely to contribute, in a substantial
measure to the successful performance of the Company, as determined by the
Committee, are eligible to be Optionees under the Plan; provided that such
individuals have been Employees at all times during a period beginning on the
date on which the Committee grants to such individual an Option and ending on
the day three (3) months before the date of exercise of the Option.
4.2. No Employee shall be granted an Option intended to be an ISO if,
immediately before the Option is to be granted, the Employee owns, directly or
indirectly, more than ten percent (10%) of the Common Stock and other stock of
the Company possessing more than ten percent (10%) of the total combined
voting power or value of all classes of stock of the Company, or of any
subsidiary of the Company; provided, however, that the limitation stated in
this Section 4.2 shall not apply if at the time such Option is granted the
Option Price is not less than one hundred ten percent (110%) of the Fair
Market Value (at the time the Option is granted) of the Common Stock subject
to the Option, and such Option by its terms is not exercisable after the
expiration of five (5) years from the date such Option is granted.
ARTICLE V
SHARES RESERVED
---------------
5.1. There shall be reserved for issuance pursuant to the Plan a total of
Five Hundred Thousand (500,000) shares of Common Stock, together with any
shares that were available for grant under the Company's 1991 Incentive Stock
Option Plan as of June 6, 2000 (estimated to be 752,164 shares) and any shares
that, after such date, would have, but for Article XI below, otherwise become
available for grant under the terms of such Plan by reason of forfeitures or
otherwise. In the event that (i) an Option expires or is terminated
unexercised as to any shares covered thereby, or (ii) shares are forfeited for
any reason under the Plan, such shares shall thereafter be again available for
issuance pursuant to the Plan.
5.2. In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate
change, or any distributions to common shareholders other than cash dividends,
the Committee shall make such substitution or adjustment, if any, as it deems
to be equitable to accomplish fairly the purposes of the Plan and to preserve
the intended benefits of the Plan to the Optionees and the Company, as to the
number (including the number specified in Section 5.1 above) or kind of shares
of Common Stock or other securities issued or reserved for issuance pursuant
to the Plan, including the number of outstanding Options and the Option Prices
thereof.
ARTICLE VI
GRANT OF OPTIONS
----------------
Options may be granted to Employees in such number and at such times during
the term of this Plan (as defined in Article XII hereof) as the Committee
shall determine, the Committee taking into account the duties of the
respective Employees, their present and potential contributions to the success
of the Company, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. The
A-2
<PAGE>
granting of an Option pursuant to the Plan shall take place when the Committee
by resolution, written consent or other appropriate action determines to grant
such an Option to a particular Optionee at a particular price. Each Option
shall be evidenced by a written agreement to be duly executed and delivered by
or on behalf of the Company and the Optionee and containing provisions not
inconsistent with the Plan. An Option granted under the Plan may be either an
ISO or a NQO.
ARTICLE VII
TERMS AND CONDITIONS OF OPTIONS
-------------------------------
Options granted under this Plan shall be subject to the following terms and
conditions:
7.1. Option Price. The Option Price per share with respect to each Option
shall be determined by the Committee but shall not be less than 100% of the
Fair Market Value of the Common Stock on the date the Option is granted (the
"Option Price").
7.2. Duration of Options. Options shall be exercisable at such time and
under such conditions as set forth in the written agreement evidencing such
Option, but in no event shall any Option be exercisable on or after the tenth
anniversary of the date on which the Option is granted.
7.3. Exercise of Option. The shares of Common Stock covered by an Option
may not be purchased by an Optionee prior to the first anniversary of the date
on which the Option is granted, or such longer period as the Committee may
determine in a particular case, but thereafter may be purchased at one time or
in such installments over the balance of the Option period as may be provided
in the Option; any shares not purchased on the applicable installment date may
be purchased thereafter at any time prior to the final expiration of the
Option. To the extent that the right to purchase shares has accrued
thereunder, Options may be exercised from time to time by written notice of
the Company stating the number of shares with respect to which the Option is
being exercised.
7.4. Payment. Shares of Common Stock purchased under any Option shall, at
the time of purchase, be paid for in full. Such payment shall be made in cash,
by tender of shares of Common Stock owned by the Optionee valued at Fair
Market Value as of the day of exercise, subject to such limitations on the
tender of Common Stock as the Committee may impose, or by a combination of
cash and shares of Common Stock. No shares shall be issued or delivered until
full payment therefor has been made. A holder of an Option shall have none of
the rights of a shareholder until the shares of Common Stock are issued
pursuant to the exercise of an Option. The Committee may provide an Optionee
with assistance in financing the Option Price and applicable withholding
taxes, on such terms and conditions as it determines appropriate in its sole
discretion. The Committee also may permit an Optionee to elect to pay the
Option Price by irrevocably authorizing a third party to sell shares of Common
Stock (or a sufficient portion thereof) acquired upon exercise of the Option
and remit to the Company a sufficient portion of the sale proceeds to pay the
entire Option Price and any tax withholding resulting from such exercise.
7.5. Withholding. In the Committee's discretion, the Optionee may be
required to pay to the Company the amount of any taxes required to be withheld
with respect to shares of Common Stock purchased under any Option or, in lieu
thereof, the Company shall have the right to retain (or the Optionee may be
offered the opportunity to elect a tender) the number of shares of Common
Stock whose Fair Market Value on the date such taxes are required to be
withheld equals the amount required to be so withheld.
7.6. Limitation on ISOs. Except as may otherwise be permitted by the Code,
the aggregate fair market value (determined as of the time an Option is
granted) of the Common Stock for which an Option intended to be an ISO is
exercisable for the first time by any Optionee during the calendar year (under
all such plans of the Company and any affiliated corporation) shall not exceed
the sum of One Hundred Thousand Dollars ($100,000).
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<PAGE>
7.7. Restrictions on Transfer of Common Stock. The Committee shall
determine, with respect to each Option, the nature and extent of the
restrictions, if any, to be imposed on the shares of Common Stock which may be
purchased thereunder including restrictions on the transferability of such
shares acquired through the exercise of such Option. Without limiting the
generality of the foregoing, the Committee may impose conditions restricting
absolutely the transferability of shares acquired through the exercise of
Options for such periods as the Committee may determine and, further, that in
the event the Optionee's employment by the Company terminates during the
period in which such shares are nontransferable, the Optionee shall be
required to sell such shares back to the Company at such price as the
Committee may specify in the Option.
7.8. Purchase for Investment. The Committee shall have the right to require
that each Optionee or other person who shall exercise an Option under the
Plan, and each person into whose name shares of Common Stock shall be issued,
pursuant to the exercise of an Option, jointly with that of any Optionee,
represent and agree that any and all shares of Common Stock of the Company
pursuant to such Option will be purchased for investment thereof or that such
shares will not be sold except in accordance with such restrictions or
limitations as may be set forth in the written agreement granting such Option;
provided, however, that the foregoing provisions of this subparagraph 7.8
shall be inoperative during any period of time when the Company has obtained
all necessary or advisable approvals from any governmental agency and has
completed all necessary or advisable registrations or other qualification of
shares of Common Stock as to which Options may from time to time be granted,
as contemplated by Article VIII hereof.
7.9. Non-Transferability of Options. During an Optionee's lifetime, the
Option may be exercised only by the Optionee, and Options shall not be
transferable, except for exercise by the Optionee's legal representatives or
beneficiaries as provided in Section 7.11 hereof.
7.10. Termination of Employment. Upon the termination, including
retirement, of an Optionee's employment, for any reason, other than death or
termination for deliberate, willful or gross misconduct, the Option shall be
exercisable by the Optionee only as to those shares of Common Stock which were
then subject to the exercise of such Option (unless the Committee shall
determine in a specific case that particular limitations under the Plan shall
not apply), and such Option shall expire unless exercised within three (3)
months after the date of such termination. If an Optionee's employment is
terminated for deliberate, willful or gross misconduct, as determined by the
Company, all rights under the Option shall expire upon receipt by the Optionee
of the notice of such termination.
7.11. Death of Optionee. Upon the death of an Optionee, whether during the
period of employment or during the three (3) month period referred to in the
first sentence of Section 7.10, hereof, the Option held by the Optionee shall
be exercisable only as to those shares of Common Stock which were subject to
the exercise of such option at the time of the Optionee's death (unless the
Committee shall determine in a specific case that particular limitations under
the Plan shall not apply), and such Option shall expire unless exercised by
the legal representatives or beneficiaries of the Optionee within twelve (12)
months after the date of the Optionee's death.
ARTICLE VIII
REGULATORY APPROVALS AND LISTING
--------------------------------
The Company shall not be required to issue any certificate or certificates
for shares of Common Stock upon the exercise of an Option granted under the
Plan prior to (i) the obtaining of any approval from any governmental agency
which the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares to listing on any stock exchange
on which the Common Stock may then be listed, and (iii) the completion of any
registration or other qualification of such shares under any state or Federal
law or rulings or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.
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<PAGE>
ARTICLE IX
NO RIGHT TO EMPLOYMENT
----------------------
No person shall have any claim or right to be granted an Option, and the
grant of an Option shall not be construed as giving an Optionee the right to
be retained in the employ of the Company. Further, the Company expressly
reserves the right at any time to dismiss an Optionee free from any liability,
or from any claim under the Plan, except as provided herein or in any
agreement entered into with respect to an Option.
ARTICLE X
CONSTRUCTION OF THE PLAN
------------------------
The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Iowa,
without regard to conflict of law principles.
ARTICLE XI
PRIOR PLAN
Upon the effectiveness of the Plan, no further grants shall be made under
the 1991 Incentive Stock Option Plan of the Company. At the discretion of the
Committee and subject to the consent of the Optionees thereunder, any prior
grants that were made under such plan shall be covered by the terms and
conditions of this Plan.
ARTICLE XII
TERM OF PLAN
------------
No Option shall be granted pursuant to this Plan after May 31, 2010, but
Options theretofore granted may extend beyond that date and the terms and
conditions of this Plan shall continue to apply thereto and to shares of
Common Stock acquired upon exercise thereof.
ARTICLE XIII
TERMINATION OR AMENDMENT OF THE PLAN
------------------------------------
The Board of Directors may at any time terminate the Plan with respect to
any shares of the Company not at the time subject to any Option, and may from
time to time alter or amend the Plan or any part thereof (including, but
without limiting the generality of the foregoing, any amendment deemed
necessary to ensure that the Company may obtain any regulatory approval,
referred to in clause (i) of Article VIII hereof), provided that no change in
any Option theretofore granted may be made which would impair the rights of an
Optionee without the consent of such Optionee; and, further, that without the
approval of shareholders, no alternation or amendment may be made which would
(i) increase the maximum number of shares of the Company subject to the Plan
(except as provided in Section 5.2 hereof), (ii) extend the term of the Plan
or of Options granted thereunder, (iii) reduce the Option Price at which
Options may be granted or (iv) change the class of Employees who may receive
Options under the Plan.
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<PAGE>
ARTICLE XIV
EFFECTIVE DATE OF PLAN
The Plan shall become effective as of July 26, 2000, subject to ratification
by the shareholders of the Company.
IN WITNESS WHEREOF, the Company has caused these presents to be executed by
its duly authorized officers this 26th day of July, 2000.
Casey's General Stores, Inc.
/s/ Ronald M. Lamb
By___________________________________
Ronald M. Lamb
Chief Executive Officer
/s/ John G. Harmon
By___________________________________
John G. Harmon
Secretary/Treasurer
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<PAGE>
CASEY'S GENERAL STORES, INC. PROXY
ONE CONVENIENCE BOULEVARD
ANKENY, IOWA 50021
[LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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 of the shares of Common
Stock of Casey's General Stores, Inc. held of record by the undersigned on
August 4, 2000 at the Annual Meeting of shareholders to be held on September 15,
2000, 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
__ __
__ John G. Harmon __ John R. Fitzgibbon
__ __
__ Kenneth H. Haynie __ Patricia Clare Sullivan
__
__ John P. Taylor
2. PROPOSAL 2 - APPROVAL OF THE 2000 STOCK OPTION PLAN as described in the
Proxy statement.
__ __ __
__ FOR __ AGAINST __ ABSTAIN
3. 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)
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 PROPOSALS 1 AND 2.
DATED: -----------------------, 2000
------------------------------------
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 15, 2000, or at any
adjournment of such meeting, in accordance with the instructions below, in
voting upon the election of Directors, approval of the 2000 Stock Option Plan,
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
__ __
__ John G. Harmon __ John R. Fitzgibbon
__ __
__ Kenneth H. Haynie __ Patricia Clare Sullivan
__
__ John P. Taylor
2. PROPOSAL 2 - APPROVAL OF THE 2000 STOCK OPTION PLAN as described in the
Proxy statement.
__ __ __
__ FOR __ AGAINST __ ABSTAIN
3. 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)
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 4, 2000, the record date for voting at the September 15,
2000 Annual Meeting of shareholders, if your completed and signed Instruction
Card is received by the Trustee no later than September 13, 2000. 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: -------------------------, 2000
--------------------------------------
Participant's Signature
(Please sign exactly as your name appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
