SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Quarter Ended OctoberJanuary 31, 19951996
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 BOULEVARD, 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 and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO _____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, No Par Value 26,126,00626,128,706 shares
(Class) (Outstanding at December 11, 1995)March 5, 1996)
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Consolidated condensed balance sheets -
OctoberJanuary 31, 19951996 and April 30, 1995 3
Consolidated condensed statements
of income - three and sixnine months ended
OctoberJanuary 31, 19951996 and 19941995 5
Consolidated condensed statements of
cash flows - sixnine months ended
OctoberJanuary 31, 19951996 and 19941995 6
Notes to consolidated condensed
financial statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 13
Item 4. Submission of Matters to a Vote of
Security Holders. 14
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K. 1513
SIGNATURE 1715
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
OctoberJanuary 31, April 30,
19951996 1995
----------- -------------------
ASSETS
Current assets:
Cash and cash equivalents $ 6,828,1958,834,452 5,477,784
Short-term investments 3,712,7719,174,705 1,300,700
Receivables 2,555,8332,587,001 3,086,728
Inventories 30,316,08829,868,305 27,343,033
Prepaid expenses 6,371,6526,254,611 5,982,324
----------- ----------
Total current assets 49,784,53956,719,074 43,190,569
---------- ----------
Long-term investments 3,851,352 6,445,934
Other assets 1,450,6791,362,393 1,030,856
Property and equipment, net of
accumulated depreciation
OctoberJanuary 31, 1995, $122,183,8561996, $128,156,983
April 30, 1995, $111,656,704 318,867,367324,306,591 294,491,313
----------- ----------
$373,953,937-----------
$386,239,410 345,158,672
----------- ---------------------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 26,400,00013,950,000 11,350,000
Current maturities of
long-term debt 8,287,3578,272,719 8,498,891
Accounts payable 38,599,72228,368,247 39,860,843
Accrued expenses 16,325,80815,615,070 15,716,412
Income taxes payable 2,123,9093,069,638 1,544,909
---------- ---------------------
Total current liabilities 91,736,79669,275,674 76,971,055
---------- ----------
Long-term debt, net of
current maturities 55,935,25783,840,776 59,962,922
--------------------- ----------
Deferred income taxes 28,270,00028,770,000 27,270,000
---------- ----------
Deferred compensation 1,489,5581,591,423 1,282,655
---------- ------------------- ---------
Shareholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 62,650,77362,695,542 61,342,992
Retained earnings 133,871,553140,065,995 118,329,048
----------- -----------
Total shareholders' equity 196,522,326202,761,537 179,672,040
----------- -----------
$373,953,937$386,239,410 345,158,672
----------- -----------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended SixNine Months Ended
OctoberJanuary 31, OctoberJanuary 31,
1996 1995 19941996 1995
1994
------------ ----------- ----------- --------------- ---- ---- ----
Net sales $243,235,120 223,739,705 496,231,874 444,995,605$221,607,765 199,362,866 717,839,639 644,358,471
Franchise revenue 1,400,148 1,361,244 2,854,755 2,792,8721,262,368 1,250,611 4,117,123 4,043,483
----------- ----------- ----------- -----------
244,635,268 225,100,949 499,086,629 447,788,477222,870,133 200,613,477 721,956,762 648,401,954
----------- ----------- ----------- -----------
Cost of goods sold 187,822,781 174,533,500 387,355,727 349,918,059170,203,976 153,494,511 557,559,703 503,412,570
Operating expenses 35,443,127 31,407,674 70,241,120 61,431,48533,913,000 30,819,417 104,154,120 92,250,902
Depreciation and
amortization 6,115,652 5,493,326 11,967,937 10,770,1506,296,382 5,685,473 18,264,319 16,455,623
Interest, net 1,113,578 1,363,920 2,671,235 2,868,8671,457,309 1,269,712 4,128,544 4,138,579
----------- ----------- ----------- -----------
230,495,138 212,798,420 472,236,019 424,988,561211,870,667 191,269,113 684,106,686 616,257,674
----------- ----------- ----------- -----------
Income before
income taxes 14,140,130 12,302,529 26,850,610 22,799,91610,999,466 9,344,364 37,850,076 32,144,280
Federal and state
income taxes 5,338,000 4,768,000 10,136,000 8,835,0004,152,000 3,621,000 14,288,000 12,456,000
----------- ---------- ---------- -------------------- ----------- -----------
Net income $ 8,802,130 7,534,529 16,714,610 13,964,9166,847,466 5,723,364 23,562,076 19,688,280
----------- --------- ---------- --------------------- ----------- -----------
Earnings per common
and common
equivalent share $ .34 .29 .64 .54.26 .22 .90 .76
----------- -------------------- ----------- -----------
Weighted average number
of common and common
equivalent shares
outstanding 26,241,608 26,051,939 26,209,617 26,051,088
---------- ---------- ---------- ----------26,250,220 26,078,586 26,224,481 26,039,498
----------- ----------- ----------- -----------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
SixNine Months Ended
OctoberJanuary 31,
1996 1995
1994
----------- -------------- ----
Cash flows from operations:
Net income $16,714,610 13,964,916$23,562,076 19,688,280
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 11,967,937 10,770,15018,264,319 16,455,623
Deferred income taxes 1,000,000 1,000,0001,500,000 1,500,000
Changes in assets and liabilities:
Receivables 530,895 (506,045)499,727 (228,691)
Inventories (2,973,055) (1,993,333)(2,525,272) (3,831,178)
Prepaid expenses (389,328) (281,203)(272,287) (248,034)
Accounts payable (1,261,121) 2,724,382(11,492,596) (4,738,234)
Accrued expenses 609,396 239,994(101,342) 700,798
Income taxes payable 579,000 3,083,2521,524,729 3,648,013
Other, net 52,602 548,043
---------- ---------129,371 719,850
----------- -----------
Net cash provided by operations 26,830,936 29,550,156
---------- ----------31,088,725 33,666,427
----------- -----------
Cash flows from investing:
Purchase of property and equipment (36,527,736) (34,050,630)(48,241,164) (41,046,711)
Purchase of investments (3,346,400) (2,001,930)(10,253,779) (2,006,930)
Sale of investments 3,447,1344,983,784 12,903,611
--------------------- ----------
Net cash used in investing activities (36,427,002) (23,148,949)
----------(53,511,159) (30,150,030)
----------- ----------
Cash flows from financing:
Proceeds from long-term debt 30,000,000 7,500,000
Payments of long-term debt (4,239,199) (2,208,169)(6,348,319) (3,175,055)
Net activity of short-term debt 15,050,000 2,000,0002,600,000 (4,250,000)
Proceeds from exercise of stock
options 1,307,781 61,5001,352,550 128,125
Payment of cash dividends (1,172,105) (1,036,922)(1,825,129) (1,555,446)
--------- ---------
Net cash provided by (used in)
financing activities 10,946,477 (1,183,591)25,779,102 (1,352,376)
---------- -------------------
Net increase in cash and cash
equivalents 1,350,411 5,217,6163,356,668 2,164,021
Cash and cash equivalents at
beginning of the year 5,477,784 3,151,664
--------- -------------------
Cash and cash equivalents at
end of the quarter $ 6,828,195 8,369,280
-----------8,834,452 5,315,685
---------- ----------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying consolidated condensed financial statements
(unaudited) include the accounts and transactions of the Company
and its two wholly-owned subsidiaries, Casey's Marketing Company
and Casey's Services Company. All material inter-company
balances and transactions have been eliminated in consolidation.
2. The accompanying consolidated condensed financial statements
(unaudited) have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these
interim consolidated condensed financial statements (unaudited)
be read in conjunction with the Company's most recent audited
financial statements and notes thereto. In the opinion of
management, the accompanying consolidated condensed financial
statements (unaudited) contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly the
financial position as of OctoberJanuary 31, 1995,1996, and the results of
operations for the sixthree and threenine months ended OctoberJanuary 31, 19951996
and 1994,1995, and changes in cash flows for the sixnine months ended
OctoberJanuary 31, 19951996 and 1994.1995.
3. Sales generally are strongest during the Company's first
quarter (May-July) and weakest during its fourth quarter
(February-April). In the warmer months customers tend to
purchase greater quantities of gasoline and certain convenience
items, such as beer, soft drinks and ice. Due to the continuing
emphasis on high-margin, freshly prepared food items, however,
the Company's net sales and net income (with the exception of the
fourth quarter) have become somewhat less seasonal in recent
years.
4. Retail gasoline profit margins have a substantial impact on
the Company's net income. Profit margins on gasoline sales can
be adversely affected by factors beyond the control of the
Company, including over-supply in the retail gasoline market,
uncertainty or volatility in the wholesale gasoline market (such
as that experienced in fiscal 1991 as a result of the Persian
Gulf crisis) and price competition from other gasoline marketers.
Any substantial decrease in profit margins on retail gasoline
sales or the number of gallons sold could have a material adverse
effect on the Company's earnings.
5. In December 1995, the Company reclassified certain investments,
with an amortized cost of $5,915,152, to available for sale as
permitted by the implementation guide for SFAS 115. The financial
statement impact was not material.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND RESULTS OF OPERATIONSFinancial Condition and Results of Operations
Casey's derives its revenue from the retail sale of food
(including freshly prepared foods such as pizza, donuts and
sandwiches), beverages and non-food products such as health and
beauty aids, tobacco products, automotive products and gasoline
by Company stores and from the wholesale sale of certain grocery
and general merchandise items and gasoline to franchised stores.
The Company also generates revenues from continuing monthly
royalties based on sales by franchised stores, sign and facade
rental fees and the provision of certain maintenance,
transportation and construction services to the Company's
franchisees. A typical store is generally not profitable for its
first year of operation due to start-up costs and will usually
attain representative levels of sales and profits during its
third year of operation.
Due to the nature of the Company's business, most sales are
for cash, and cash provided by operations is the Company's
primary source of liquidity. The Company finances its inventory
purchases primarily from normal trade credit aided by the
relatively rapid turnover of inventory. This turnover allows the
Company to conduct its operations without large amounts of cash
and working capital. As of OctoberJanuary 31, 1995,1996, the Company's ratio
of current assets to current liabilities was .54.82 to 1. The ratio
at OctoberJanuary 31, 19941995 and April 30, 1995, was .49.54 to 1 and .56 to
1, respectively. Management believes that the Company's current
$27,000,000 bank lines of credit (aggregate amount), together
with cash flow from operations, will be sufficient to satisfy the
working capital needs of its business.
Net cash provided by operations decreased $2,719,220
(9.2%$2,577,702 (7.7%)
in the sixnine months ended OctoberJanuary 31, 19951996 from the comparable
period in the prior year, primarily as a result of ana smaller
increase in inventories and a decrease in accounts payable. Cash
flows from investing and financing in the sixnine months ended
OctoberJanuary 31, 1995 decreased,1996 increased, primarily as a result of increased capital expenditures.the proceeds
from long-term debt. Cash flows in the future are expected to
decrease as a result of the anticipated growth in capital
expenditures.
Capital expenditures represent the single largest use of
Company funds. Management believes that by reinvesting in
Company stores, the Company will be better able to respond to
competitive challenges and increase operating efficiencies.
During the first sixnine months of fiscal 1996, the Company expended
$36,527,736$48,241,164 for property and equipment, primarily for the
construction and remodeling of Company stores, compared to
$34,050,630$41,046,711 for the comparable period in the prior year. The
Company anticipates expending approximately $50,000,000$55,000,000 in fiscal
1996 for construction, acquisition and remodeling of Company
stores, primarily from funds generated by operations, existing
cash and short-term investments and proceeds of the 7.70% Senior
Notes due December 15, 2004 (the "Senior"7.70% Notes") and the 7.38%
Senior Notes due December 28, 2020 (the "7.38% Notes").
As of OctoberJanuary 31, 1995,1996, the Company had long-term debt of
$55,935,257,$83,840,776, consisting of $24,750,000$24,000,000 in principal amount of
Senior7.70% Notes, $13,937,525$30,000,000 in principal amount of 7.38% Notes,
$13,646,061 of mortgage notes payable, $9,906,250$9,125,000 of unsecured
notes payable and $7,341,482$7,069,715 of capital lease obligations.
Interest on the Senior7.70% Notes is payable on the 15th day of
each month at the rate of 7.70% per annum. Principal of the
Senior7.70% Notes matures in forty quarterly installments beginning
March 15, 1995. The Company may prepay the Senior7.70% Notes in whole
or in part at any time in an amount of not less than $1,000,000
or integral multiples of $100,000 in excess thereof at a
redemption price calculated in accordance with the Note Agreement
dated as of February 1, 1993 between the Company and the
purchasers of the Senior7.70% Notes.
Interest on the 7.38% Notes is payable semi-annually on the
twenty-eighth day of June and December in each year, commencing
June 28, 1996, and at maturity, at the rate of 7.38% per annum.
The 7.38% Notes mature on December 28, 2020, with prepayments of
principal commencing December 28, 2010 and ending June 28, 2020,
inclusive, with the remaining principal payable at maturity on
December 28, 2020. The Company may prepay the 7.38% Notes in
whole or in part at any time in an amount of not less than
$1,000,000 or in integral multiples of $100,000 in excess thereof
at a redemption price calculated in accordance with the Note
Agreement dated as of December 1, 1995 between the Company and
Principal Mutual Life Insurance Company, as the purchaser of the
7.38% Notes.
To date, the Company has funded capital expenditures
primarily from the proceeds of the sale of Common Stock, issuance
of the 6-1/4% Convertible Subordinated Debentures (which were
converted into 3,683,064 shares of Common Stock on March 28,
1994), the 7.70% Notes and the Senior7.38% Notes, a mortgage note,
unsecured notes payable and through funds generated from
operations. Future capital needs required to finance operations,
improvements and the anticipated growth in the number of Company
stores are expected to be met from cash generated by operations,
existing cash, short-term and long-term investments and
additional long-term debt or other securities as circumstances
may dictate, and are not expected to adversely affect liquidity. See Part II, Item
5, hereof for other information concerning a proposed
issuance of additional Senior Notes.
The United States Environmental Protection Agency and
several states, including Iowa, have established requirements for
owners and operators of underground gasoline storage tanks (USTs)
with regard to (i) maintenance of leak detection, corrosion
protection and overfill/spill protection systems; (ii) upgrade of
existing tanks; (iii) actions required in the event of a detected
leak; (iv) prevention of leakage through tank closings; and (v)
required gasoline inventory recordkeeping. Since 1984, new
Company stores have been equipped with non-corroding fiberglass
USTs, including many with double-wall construction, over-fill
protection and electronic tank monitoring, and the Company has an
active inspection and renovation program with respect to its
older USTs. The Company currently has 1,6511,663 USTs, of which 1,2691,289
are fiberglass and 382374 are steel. Management believes that
its existing gasoline procedures and planned capital expenditures
will continue to keep the Company in substantial compliance with
all current federal and state UST regulations.
Several of the states in which the Company does business
have trust fund programs with provisions for sharing or
reimbursing corrective action or remediation costs incurred by
UST owners, including the Company. These programs, other than
the State of Iowa, generally are in the early stages of operation
and the extent of available coverage or reimbursement under such
programs for costs incurred by the Company is not fully known at
this time. In each of the years ended April 30, 1995 and 1994,
the Company spent approximately $2,137,000 and $1,814,000,
respectively, for assessments and remediation. During the sixnine
months ended OctoberJanuary 31, 1995,1996, the Company expended approximately
$475,000
$678,000 for such purposes. Substantially all of these
expenditures have been submitted for reimbursement from state-sponsored
trust fund programs and as of OctoberJanuary 31, 1995,1996,
approximately $3,900,000 has been received from such programs.
The Company has accrued a liability at OctoberJanuary 31, 19951996 of
approximately $3,300,000 for estimated expenses related to
anticipated corrective actions or remediation efforts, including
relevant legal and consulting costs. Management believes the
Company has no material joint and several environmental liability
with other parties.
Management of the Company currently estimates that aggregate
capital expenditures for electronic monitoring, cathodic
protection and overfill/spill protection will approximate
$1,000,000 in fiscal 1996 through December 23, 1998, in order to
comply with the existing UST regulations. Additional
regulations, or amendments to the existing UST regulations, could
result in future revisions to such estimated expenditures. Such
expenditures are expected to be funded as described above, and
are not expected to adversely affect liquidity.
THREE MONTHS ENDED OCTOBERJANUARY 31, 19951996 COMPARED TO THREE MONTHS
ENDED OCTOBERJANUARY 31, 19941995
Net sales for the secondthird quarter of fiscal 1996 increased by
$19,495,415 (8.7%$22,244,899 (11.2%) over the comparable period in fiscal 1995.
Retail gasoline sales increased by $10,434,198 (8.6%$16,419,161 (15.2%) as the
number of gallons sold increased by 17,477,249 (16.2%16,611,987 (15.9%) while the
average retail price per gallon decreased 6.6%0.6%. During this same
period, retail sales of grocery and general merchandise increased
by $9,053,739 (10.9%$5,864,992 (8.0%) due to the addition of 6664 new Company Stores
and a greater number of stores in operation for at least three
years.
Cost of goods sold as a percentage of net sales was 77.2%76.8%
for the secondthird quarter of fiscal 1996, compared to 78.0%77.0% for the
comparable period in the prior year. The gross profit margins on
retail gasoline sales increased (11.5%(12.6%) during the secondthird quarter
of fiscal 1996 from the secondthird quarter of the prior year (9.7%(11.3%)
due to the decrease in wholesale gasoline costs during the
quarter.period. The gross profit margin per gallon also increased (to
$.1211)$.1294) in the secondthird quarter of fiscal 1996 from the comparable
period in the prior year ($.1096).1171). These factors were offset by
a decrease in gross profits on retail sales of grocery and
general merchandise (to 41.4%41.9%) from the comparable period in the
prior year (42.2%(42.4%).
Operating expenses as a percentage of net sales were 14.6%15.3%
for the secondthird quarter of fiscal 1996 compared to 14.0%15.5% for the
comparable period in the prior year. The increasedecrease in operating
expenses as a percentage of net sales was caused primarily by a decreasean
increase in the average retail
price per gallonnumber of gasoline gallons sold (6.6%).
and an increase
in retail sales of grocery and general merchandise.
Net income increased by $1,267,601 (16.8%$1,124,102 (19.6%). The increase in
net income was attributable primarily to the increase in gross
profit margins on retail sales of gasoline, an increase in the
number of gallons of gasoline sold, and an increased number of
stores in operation for at least three years.
SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 19951996 COMPARED TO SIXNINE MONTHS
ENDED OCTOBERJANUARY 31, 19941995
Net sales for the first sixnine months of fiscal 1996 increased
by $51,236,269 (11.5%$73,481,168 (11.4%) over the comparable period in fiscal 1995.
Retail gasoline sales increased by $35,051,718 (14.9%$51,470,879 (15.0%) as the
number of gallons sold increased by 32,267,024 (14.8%48,879,011 (15.2%) and the
average retail price per gallon increased .02%decreased 0.2%. During this same
period, retail sales of grocery and general merchandise increased
by $16,149,183 (9.6%$22,014,175 (9.1%) due to the addition of 6664 new Company
stores and a greater number of stores in operation for at least
three years.
Cost of goods sold as a percentage of net sales was 78.1%77.7%
for the first sixnine months of fiscal 1996 compared to 78.6%78.1% for
the comparable period in the prior year. This result occurred
because the gross profit margins on retail gasoline sales
increased (10.8%(11.4%) during the first sixnine months of fiscal 1996
from the comparable period in the prior year (8.7%(9.5%) due to the
decrease in wholesale gasoline costs during the period. The
gross profit margin per gallon also increased in the first sixnine
months of fiscal 1996 (to $.1174)$.1213) from the comparable period in
the prior year ($.0943).1017). However, these factors were offset by a
decrease in gross profits on retail sales of grocery and general
merchandise decreased (to 40.1%40.7%), from the comparable period in the prior year
(40.9%(41.4%).
Operating expenses as a percentage of net sales were 14.2%14.5%
for the first sixnine months of fiscal 1996 compared to 13.8%14.3% for
the comparable period in the prior year. The slight increase in
operating expenses as a percentage of net sales was caused
primarily by lower wholesale gasoline costs.
Net income increased by $2,749,694$3,873,796 (19.7%). The increase in
net income was attributable primarily to the increase in gross
profitsprofit margins on retail sales of gasoline, an increase in the
number of gallons of gasoline sold, and an increased number of
stores in operation for at least three years.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company has been the sole defendant in a class
action lawsuit brought by five Iowa retail gasoline dealers
and a trade association representing independent
distributors and retailers of gasoline products within the
State of Iowa, acting on behalf of a class of such dealers.
The Amended and Substituted Complaint - Class Action (the
"Bathke Complaint"), filed in the United States District
Court for the Southern District of Iowa (Gilbert Bathke, et.
al. v. Casey's General Stores, Inc., Civil No. 4-90-CV-80658), alleged
that by selling gasoline at "very low prices
which are supported by higher prices charged for the same
petroleum products in other markets," the Company violated
federal anti-trust laws (specifically, Section 2(a) of the
Robinson-Patman Act and Section 2 of the Sherman Act) and
State of Iowa unfair price discrimination laws. The Bathke
Complaint sought as relief a permanent injunction enjoining
such practices, unspecified monetary damages (to be trebled
as provided by law) and attorneys' fees.
Following the completion of formal discovery
activities, the District Court granted the Company's motion
for summary judgment seeking the dismissal of all counts of
the Bathke Complaint in an Order entered on October 14,
1994. The
District Court dismissed the federal antitrust claims with
prejudice and dismissed the State unfair price
discrimination claim without prejudice, concluding that
there was an "insufficient basis in economic reality and
substantive federal law for the plaintiffs' theories."
Plaintiffs appealed the dismissal of the Bathke
Complaint to the Eighth Circuit Court of Appeals in St.
Louis, Missouri. In an opinion filed August 11, 1995, the
Court of Appeals affirmed the ruling of the District Court
in dismissing the Bathke Complaint, and also affirmed the
District Court's order assessing costs to the plaintiffs.
No further appeal or application for re-hearing was taken,
and the plaintiffs have paid the Company for the costs
assessed against them. The Company considers the matter to
now be concluded.
The Company from time to time is a party to other legal
proceedings arising from the conduct of its business operations,
including proceedings relating to personal injury and employment
claims, environmental remediation or contamination, disputes
under franchise agreements and claims by state and federal
regulatory authorities relating to the sale of products pursuant
to state or federal licenses or permits. Management does not
believe that the potential liability of the Company with respect
to such other proceedings pending as of the date of this Form 10-Q is
material in the aggregate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
At the Annual Meeting of shareholders held on September
15, 1995, eight directors were elected for a term of one
year. Each of the nominees so elected previously have
served as directors of the Company.
The votes cast or withheld for each nominee were as
follows:
For Withheld
----------- ---------
Donald F. Lamberti 21,683,738 695,360
Ronald M. Lamb 21,689,704 689,394
Douglas K. Shull 21,686,203 692,895
John G. Harmon 21,683,843 695,255
John R. Fitzgibbon 21,894,364 484,734
George A. Doerner 21,882,934 496,164
Kenneth H. Haynie 21,685,988 693,110
John P. Taylor 21,892,439 486,659
PAGE>
With respect to the other proposals voted upon at the
Annual Meeting, votes were cast as follows:
Proposal 2 - Approval of an amendment to the Restated and
Amended Articles of Incorporation to provide for a
classified Board of Directors:
For Against Abstain Broker non-votes
- ---------- --------- -------- ----------------
12,502,429 6,919,434 192,815 2,764,420
Proposal 3 - Approval of the Non-Employee Director Stock
Option Plan:
For Against Abstain
---------- --------- --------
20,601,958 1,359,248 417,892
Because it did not receive the affirmative vote of at least
two-thirds of the outstanding shares of Common Stock,
Proposal 2 was not approved. Proposal 3 required only a
majority of the votes cast and therefore was approved.
ITEM 5. OTHER INFORMATION.
Management and legal counsel for the Company currently
are negotiating the terms of a Note Agreement between the
Company and Principal Mutual Life Insurance Company, Des
Moines, Iowa, concerning the proposed issuance by the
Company of $30,000,000 in principal amount of 7.38% Senior
Notes due 2020. Final terms and conditions are subject to
approval by both parties. Assuming mutually satisfactory
terms can be agreed upon, a closing on or before December
31, 1995 is expected.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed with this Report or,
if so indicated, incorporated by reference:
Exhibit
No. DescriptionEXHIBIT
NO. DESCRIPTION
-------- ----------- ------------
4.2 Rights Agreement dated as of June 14,
1989 between Casey's General Stores, Inc.
and United Missouri Bank of Kansas City, N.A.,
as Rights Agent(a) and amendments thereto(b)thereto
(b),(c),(d)
4.3 Note Agreement dated as of February 1,
1993 between Casey's General Stores, Inc.
and Principal Mutual Life Insurance Company
and Nippon Life Insurance Company of America(e)America
(e) and First Amendment thereto (f)
4.4 Note Agreement dated as of December 1,
1995 between Casey's General Stores, Inc.
and Principal Mutual Life Insurance Company (f)
11 Statement regarding computation of per
share earnings
27 Financial Data Schedule
____________________
(a) Incorporated by reference from the Registration Statement on
Form 8-A (0-12788) filed June 19, 1989 relating to Common Share
Purchase Rights.
(b) Incorporated by reference from the Form 8 (Amendment No. 1
to the Registration Statement on Form 8-A filed June 19, 1989)
filed September 10, 1990.
(c) Incorporated by reference from the Form 8-A/A (Amendment No.
3 to the Registration Statement on Form 8-A filed June 19, 1989)
filed March 30, 1994.
(d) Incorporated by reference from the Form 8-A12G/A (Amendment
No. 2 to the Registration Statement on Form 8-A filed June 19,
1989) filed July 29, 1994.
(e) Incorporated by reference from the Current Report on Form 8-K filed
February 18, 1993.
(f) Incorporated by reference from the Current Report on Form 8-K filed
January 11, 1996.
(b) On January 11, 1996, the Company filed a report on Form
8-K concerning the issuance of the 7.38% Notes. There were no
other reports on Form 8-K filed during the quarter for which this
Report is filed.
SIGNATURE
Pursuant to the requirements 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: December 12, 1995March 11, 1996 By: /s/ Douglas K. Shull
-----------------------------------------------
Douglas K. Shull, Treasurer
(Authorized Officer and
Principal Financial Officer)
EXHIBIT INDEX
Exhibit No. Description PageEXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
11 Statement regarding 1917
computation of
per share earnings
27 Financial Data Schedule 2018
Exhibit 11
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
Three Months Ended
October 31,
1995 1994
---------- ---------
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 26,117,406 25,924,873
Shares applicable to
stock options 124,202 98,622
---------- ----------
26,241,608 26,023,495
---------- ----------
Net income $ 8,802,130 7,534,529
---------- ---------
Earnings per common and
common equivalent share $ .34 .29Three Months Ended
January 31,
1996 1995
---- ----
[S] [C] [C]
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 26,125,906 25,930,706
Shares applicable to
stock options 124,314 147,880
---------- ----------
Six Months Ended
October 31,
1995 1994
-----------26,250,220 26,078,586
---------- ----------
Net income $ 6,847,466 5,723,364
--------- ---------
Earnings per common and
common equivalent share $ .26 .22
---------- ---------
Nine Months Ended
January 31,
1996 1995
---- ----
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 26,084,434 25,925,262
Shares applicable to
stock options 140,047 114,236
---------- ----------
26,224,481 26,039,498
---------- ----------
Net income $23,562,076 19,688,280
---------- ----------
Earnings per common and
common equivalent share $ .90 .76
----------
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 26,063,698 25,922,539
Shares applicable to
stock options 145,919 92,195
---------- ----------
26,209,617 26,014,734
---------- ----------
Net income $16,714,610 13,964,916
---------- ----------
Earnings per common and
common equivalent share $ .64 .54
----------- ----------