Registration No. 33-19179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CASEY’S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA (State or other jurisdiction of incorporation or organization) | 42-0935283 (I.R.S. Employer Identification Number) |
ONE CONVENIENCE BLVD. ANKENY, IOWA (Address of principal executive offices) | 50021 (Zip Code) |
CASEY’S GENERAL STORES 401(K) PLAN
(Full title of the plan)
Ronald M. Lamb
Chief Executive Officer
One Convenience Boulevard
Ankeny, Iowa 50021
(Name and address of agent for service)
(515) 965-6100
(Telephone number, including area code, of agent for service)
With copies to:
William J. Noth
Ahlers & Cooney, P.C.
100 Court Avenue, Suite 600
Des Moines, Iowa 50309
(515) 246-0332
Name Change
The purpose of this Post-Effective Amendment No. 2 to Registration Statement No. 33-19179 (the “Post-Effective Amendment”) is to reflect the merger of the 401(k) plan of Casey’s General Stores, Inc. (the “Registrant”) with the employee stock ownership plan of the Registrant established under the Seventh Amended and Restated Casey’s General Stores, Inc. Employees’ Stock Ownership Plan and Trust Agreement and the change of the name of the merged plan, as so restated, to the “Casey’s General Stores 401(k) Plan.”
Explanatory Note
On December 18, 1987, the Registrant filed a Registration Statement on Form S-8 (Registration No. 33-19179) registering 2,281,700 shares of common stock, no par value (the “Common Stock”), then held for issuance in accordance with the terms of Registrant’s Fourth Amended and Restated Casey’s General Stores, Inc. Employees’ Profit Sharing and Stock Ownership Plan and Trust (the “Original Plan”). The Registrant filed a Post-Effective Amendment No. 1 to the foregoing Registration Statement on August 4, 1989, in connection with the amendment and restatement of the Original Plan as an employee stock ownership plan (the “ESOP”) under the terms of a Fifth Amended and Restated Casey’s General Stores, Inc. Employees’ Profit Sharing and Stock Ownership Plan and Trust Agreement. Such Registration Statement, as so amended, is incorporated herein by reference. The Registrant subsequently amended and restated the ESOP trust agreement in 1995 and 2002 to comply with federal income tax regulations governing such plans. On April 28, 2003, the Executive Committee of Registrant’s Board of Directors approved (i) the merger of the Registrant’s 401(k) plan with the Seventh Amended and Restated Casey’s General Stores, Inc. Employees’ Stock Ownership Plan and Trust (the current ESOP) and the restatement of the merged plan as the “Casey’s General Stores 401(k) Plan,” and (ii) the “Trustar Directed Trust Agreement” established and maintained under the terms of such Plan.
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PART II
| Item 8. | Exhibits |
The following exhibits are filed as part of this Post-Effective Amendment or incorporated herein by reference.
| Exhibit No. | Description | |
| 10.34 | Casey’s General Stores 401(k) Plan. | |
| 10.35 | Trustar Directed Trust Agreement | |
| 23.1 | Consent of KPMG LLP, independent auditors. | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ankeny, State of Iowa, on the 6th day of June, 2003.
| CASEY’S GENERAL STORES, INC. | ||
By: | /s/ RONALD M. LAMB | |
Ronald M. Lamb, Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ JAMIE H. SHAFFER | |
Jamie H. Shaffer, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.
| Date: June 6, 2003 | By: | /s/ RONALD M. LAMB | ||||||
Ronald M. Lamb Chief Executive Officer (Principal Executive Officer) | ||||||||
| Date: June 6, 2003 | By: | /s/ DONALD F. LAMBERTI | ||||||
Donald F. Lamberti Director | ||||||||
| Date: June 6, 2003 | By: | /s/ JOHN G. HARMON | ||||||
John G. Harmon Secretary/Treasurer | ||||||||
| Date: June 6, 2003 | By: | /s/ KENNETH H. HAYNIE | ||||||
Kenneth H. Haynie Director | ||||||||
| Date: June 6, 2003 | By: | /s/ JOHN R. FITZGIBBON | ||||||
John R. Fitzgibbon Director | ||||||||
| Date: June 6, 2003 | By: | /s/ PATRICIA CLARE SULLIVAN | ||||||
Patricia Clare Sullivan Director | ||||||||
| Date: June 6, 2003 | By: | /s/ JOHN P. TAYLOR | ||||||
John P. Taylor Director | ||||||||
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LIST OF EXHIBITS
| Exhibit No. | Description | |
| 10.34 | Casey’s General Stores 401(k) Plan | |
| 10.35 | Trustar Directed Trust Agreement | |
| 23.1 | Consent of KPMG LLP | |
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