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): December 18, 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 December 18, 1997, Casey's General Stores, Inc. (the "Company") issued
$18,000,000 in aggregate principal amount of 6.55% Senior Notes due December 18,
2003 (the "Senior Notes"), pursuant to the terms of a Note Agreement dated as of
December 1, 1997 (the "Note Agreement") by and among the Company and Principal
Mutual Life Insurance Company, Nippon Life Insurance Company of America and TMG
Life Insurance Company (together, the "Purchasers"). The Company will apply the
proceeds from the sale of the Senior Notes to fund the payment and retirement of
certain outstanding Company indebtedness and the acquisition of additional
computer equipment for Company operations.
The Senior Notes bear interest at the rate of 6.55% per annum prior to
maturity, payable quarterly on the eighteenth day of March, June, September and
December of each year, commencing March 18, 1998, and at maturity, and bear
interest on overdue principal (including any overdue required or optional
prepayment), premium, if any, and (to the extent legally enforceable) on any
overdue installment of interest at the rate of 8.55% per annum. The Senior Notes
mature on December 18, 2003.
In addition to the payment of all outstanding principal of the Senior Notes
at maturity, and regardless of the amount of Senior Notes which may be
outstanding from time to time, the Company shall prepay and there shall become
due and payable on the eighteenth day of December in each year, prepayment of
the principal amount of the Senior Notes in the amount of $3,600,000, or such
lesser amount as would constitute payment in full on the Senior Notes,
commencing December 18, 1999 and ending December 18, 2002, inclusive, with the
remaining principal payable at maturity on December 18, 2003 (the "Required
Prepayments"). Each such Required Prepayment shall be at a price of 100% of the
principal amount prepaid, together with interest accrued thereon to the date of
prepayment.
Upon notice as provided in the Note Agreement, the Company may at any time
prepay the Senior 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 (the
"Optional Prepayments"). Each Optional Prepayment shall be at a price of (i)
100% of the principal amount to be prepaid, plus interest accrued thereon to the
date of prepayment, if the Reinvestment Yield (as defined in the Note Agreement)
on the applicable Determination Date (as defined in the Note Agreement), equals
or exceeds the interest rate payable on or in respect of the Senior Notes, or
(ii) 100% of the principal amount to be prepaid, plus interest accrued thereon
to the date of prepayment, plus a premium, if the Reinvestment Yield on such
Determination Date is less than the interest rate payable on or in respect of
the Senior Notes. The premium shall equal (X) the aggregate present value of the
amount of principal being prepaid and the present value of the amount of
interest (exclusive of interest accrued to the date of prepayment) which would
have been payable in respect of such principal absent such prepayment,
determined by discounting each such amount utilizing an interest factor equal to
the Reinvestment Yield, less (Y) the principal amount to be prepaid. Any
Optional Prepayment of less than all of the Senior Notes outstanding shall be
applied to reduce, pro rata, each of the Required Prepayments and the final
payment at maturity.payment at maturity.
In the Note Agreement, the Company makes certain representations and
warranties to the Purchasers and, while any of the Senior Notes are outstanding,
agrees to comply with certain affirmative covenants addressing, among other
matters, the maintenance of corporate existence, insurance, properties and
records and the provision of certain financial information and reports to the
Purchasers. The Company also agrees to be bound by certain negative covenants
while the Senior Notes are outstanding addressing, among other matters, the net
worth, indebtedness and fixed charge ratio to be maintained while the Senior
Notes are outstanding, additional Liens (as defined in the Note Agreement),
mergers or consolidations, sale of assets and restricted investments. Upon the
occurrence of an Event of Default (which, as more fully defined in the Note
Agreement, would include, among other matters, nonpayment of the principal of or
interest on the Senior Notes or a breach of any of the foregoing covenants), the
Purchasers may declare the entire principal amount of the Senior Notes, together
with the premium described in the Note Agreement and all accrued interest, to be
immediately due and payable.
Attached hereto as Exhibit 4.5 and incorporated herein by reference is a
copy of the Note Agreement between the Company and the Purchasers, and the
Annexes and Exhibits thereto, as follows: Annex I - Subsidiaries; Annex II -
Existing Indebtedness of the Company; Annex III - Description of Liens; Annex IV
- - Schedule of Insurance; Annex V - Iowa Franchise Law Disclosure; Exhibit A -
Form of 6.55% Senior Note; and Exhibit B - Statement Regarding Legal Opinions.
The foregoing description of the Senior Notes is qualified in its entirety by
reference to the Note Agreement and the form of Senior Note described therein.
Separately, acting at a special meeting on December 22, 1997, the Board of
Directors of the Company declared a two-for-one stock split in the form of a
100% stock dividend for shareholders of record on February 2, 1998. The shares
being issued as a result of the stock split will be distributed, along with the
previously-authorized cash dividend of 3 cents per pre-split share, on February
16, 1998.
Item 7. EXHIBITS.
4.5 Note Agreement, dated as of December 1, 1997, among Casey's
General Stores, Inc. and Principal Mutual Life Insurance Company, Nippon
Life Insurance Company of America and TMG Life Insurance Company.
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: January 7, 1998 By: /s/ Douglas K. Shull
---------------------------
Douglas K. Shull
Treasurer and Chief Financial
Officer
EXHIBITS
EXHIBIT DESCRIPTION PAGE
4.5 Note Agreement dated as of December 1, 1997 7
between Casey's General Stores, Inc. and
Principal Mutual Life Insurance Company,
Nippon Life Insurance Company of America
and TMG Life Insurance Company