SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 1997
Commission File Number 0-12788
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE CONVENIENCE BLVD., ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant's telephone number, including area code)
NONE
(Former name, former address
if changed since last report)
Item 5. OTHER EVENTS.
On October 22, 1997, the Board of Directors (the "Board") of Casey's
General Stores, Inc. (the "Company"), acting on a recommendation of its
Compensation Committee, approved of several changes to the employment and
retirement arrangements with the Company's four executive officers (Messrs.
Lamberti, Lamb, Shull and Harmon) (each an "Officer" and together, the
"Officers"). The Board's actions included the approval of a Non-Qualified
Supplemental Executive Retirement Plan (the "SERP"), providing by means of a
plan for the payment of retirement benefits to the Officers at substantially the
same benefit levels and under substantially the same terms and conditions as
such benefits were payable under the Officers' most recent employment contracts,
and a Non-Qualified Supplemental Executive Retirement Plan Trust Agreement (the
"Trust Agreement") with UMB Bank, n.a., intended to secure the payment
obligations of the Company under the SERP following a change of control or a
potential change of control of the Company.
The SERP is an unfunded plan and a non-qualified deferred compensation
plan under the Internal Revenue Code of 1986 (the "Code"). The SERP provides for
the payment of annual retirement benefits to the Officers, commencing on the
first day of the calendar year immediately following the calendar year in which
the Officer's Retirement Date occurs (the "Benefit Date") and continuing until
the Officer's death. For this purpose, the Retirement Date of an Officer is
deemed to be the earlier of the first day of the month immediately following the
month during which the Officer (i) voluntarily terminates his employment with
the Company after attaining his Early Retirement Age (defined to mean age 59 in
the case of Messrs. Lamberti and Lamb, age 58 in the case of Mr. Shull and age
55 in the case of Mr. Harmon) or (ii) attains age 65. Following the Officer's
death the payments would continue to be made to his surviving spouse, if any,
until the earlier of the expiration of the period ending on the twentieth (20th)
anniversary of the Benefit Date or the death of the Officer's spouse.
In the case of Messrs. Lamberti and Lamb, the amount of the annual
retirement benefit payable under the SERP will be the sum of one-half of such
Officer's salary for the year during which his retirement occurs. In the case of
Mr. Shull, the amount of the annual retirement benefit would be one-third of his
salary for the year during which he attains age 58 plus an additional amount
equal to 2.4% of his salary for each additional full year of his employment by
the Company thereafter until he reaches age 65. In the case of Mr. Harmon, the
amount of the annual retirement benefit would be one-fourth of his salary for
the year during which he attains age 55 plus an additional amount equal to 5.0%
of his salary for each full additional year of his employment by the Company
thereafter until he reaches age 60.
The SERP provides that if an Officer's employment by the Company
terminates
before he reaches his Early Retirement Age, whether with or without cause, or if
an Officer's employment by the Company is terminated for cause, no benefits
shall be payable to the Officer under the SERP. At the present time, therefore,
Messrs. Lamberti and Lamb (who currently are age 60 and age 61, respectively)
each are eligible to receive retirement benefits under the SERP upon a voluntary
termination of his employment. Messrs. Shull and Harmon (who currently are age
54 and age 43, respectively) will not be eligible to receive retirement benefits
under the SERP unless and until they reach their respective Early Retirement
Ages and thereafter voluntarily terminate their employment with the Company.
The Trust Agreement is intended to create a grantor trust (or "rabbi
trust") (the "Trust") within the meaning of Section 671 of the Code, and is not
intended to qualify under Section 401(a) of the Code. Following a change of
control or a potential change of control (as defined in the Trust Agreement),
the Company is required by the SERP and the Trust Agreement to make a
contribution to the Trust equal in amount to the maximum amount that may become
payable to the Officers under the SERP (calculated under the Officer's current
salaries to be $9.8 million). The maximum amount payable under the SERP is to be
calculated by a firm of independent public accountants or consulting actuaries
of recognized national standing as the Trustee (UMB Bank, n.a.) shall select
(the "Consulting Firm"). The Company's contribution to the Trust is to be made
in cash or pursuant to an irrevocable and unconditional letter of credit
established by the Company for that purpose.
The Trustee is required to perform all accounting functions related to
the Trust and to invest the Trust assets. The Consulting Firm is required to
establish and maintain a memorandum account for each Officer and to calculate
the amount due to each Officer under the SERP and to credit the Officer's
accounts with all payments made. The Trustee is directed to make payments to the
Officers from the Trust assets in accordance with the instructions of the
Consulting Firm. The Trust assets are at all times subject to claims of general
creditors of the Company, and no payments from the Trust may be made in the
event the Company is insolvent.
At its meeting on October 22, 1997, the Board also approved of Amended
and Restated Employment Agreements (together, the "Employment Agreements") with
each of the Officers, continuing their employment under the same terms and
conditions approved by the Board on March 2, 1992 (in the case of Messrs.
Lamberti, Lamb and Shull) and July 19, 1994 (in the case of Mr. Harmon), and as
amended by the Board on December 9, 1996, but modifying each Officer's agreement
(i) to eliminate those provisions providing for the payment of retirement
benefits to the Officer under the agreement, (ii) to add an "alternative excise
tax cap" provision limiting the payments or benefits to be received by an
Officer whose employment is terminated following a change of control to an
amount equal to 2.99 times the Officer's "base amount" determined in
accordance with Section 280G of the Code and any temporary or final regulations
promulgated under that Section, (iii) to add a provision permitting the Company
to defer the payment of any portion of an Officer's severance payment that would
not be deductible by the Company in the taxable year in which the payment is due
by virtue of the "reasonable compensation" limitations of Section 162(m) of the
Code to a date sixteen months following the date of termination and (iv) to make
other conforming and editorial changes.
Attached hereto as Exhibits 10.30, 10.31, 10.21(a), 10.22(a), 10.23(a)
and 10.24(a) and incorporated herein by reference are copies of the SERP, Trust
Agreement and the Employment Agreements. The foregoing description is qualified
in its entirety by reference to the full text of said documents.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: November 6, 1997 By: /s/ Douglas K. Shull
----------------------
Douglas K. Shull
Treasurer and Chief Financial Officer
EXHIBITS
EXHIBIT DESCRIPTION PAGE
10.30 Non-Qualified Supplemental
Executive Retirement Plan
10.31 Non-Qualified Supplemental
Executive Retirement Plan
Trust Agreement with
UMB Bank, n.a.
10.21(a) Amended and Restated
Employment Agreement
with Donald F. Lamberti
10.22(a) Amended and Restated
Employment Agreement
with Ronald M. Lamb
10.23(a) Amended and Restated
Employment Agreement
with Douglas K. Shull
10.24(a) Amended and Restated
Employment Agreement
with John G. Harmon