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EXHIBIT 99
[CASEY'S GENERAL STORES, INC. LETTERHEAD]
August 15, 1994
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 10:00 A.M., Iowa time, on Friday, September
16, 1994. The formal Notice of Annual Meeting and Proxy Statement, which are
contained in the following pages, outline the election of directors 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 1994 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, 1994.
We look forward to seeing you at the meeting and thank you for your
continued interest in the Company.
Sincerely,
DONALD F. LAMBERTI
Chief Executive Officer
and Chairman of the Board
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[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 16, 1994
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 16,
1994, at 10:00 A.M., Iowa time, for the following purposes:
1. To elect eight members to the Board of Directors to serve until the
next annual election or until their successors are elected and
qualified; and
2. 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 8, 1994,
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,
JOHN G. HARMON
Secretary
August 15, 1994
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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
15, 1994, to each holder of record of the Common Stock, no par value (the
"Common Stock") of Casey's General Stores, Inc., One Convenience Blvd., Ankeny
Iowa 50021 (the "Company") at the close of business on August 8, 1994.
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, Ankeny, Iowa, at 10:00 A.M. Iowa
time, on Friday, September 16, 1994.
If the enclosed 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. 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 United Missouri 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.
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
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intention of the persons named in the enclosed proxy to vote the same in
accordance with their judgment on such other matters.
SHARES OUTSTANDING
All share amounts in this Proxy Statement have been adjusted to give
effect to the two-for-one stock split of the Company's Common Stock declared
for shareholders of record on February 1, 1994 and distributed on February 15,
1994.
On August 8, 1994, the record date for shareholders entitled to vote at the
meeting, there were outstanding _______ shares of Common Stock, with each such
share being entitled to one vote.
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 dates indicated below.
Except as otherwise indicated, the persons listed in the table have the voting
and investment powers with respect to the shares indicated.
NAME AND AMOUNT
ADDRESS OF AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
OWNER OWNERSHIP OF CLASS
- - ----------- -------------- ---------
United Missouri Bank, N.A.
10th and Grand
Kansas City, MO 64141 2,162,968 (1) 8.34%
Donald F. Lamberti
One Convenience Blvd.
Ankeny, IA 50021 3,170,366 (2) 12.23%
College Retirement
Equities Fund
730 Third Ave.
New York, NY 10017 1,318,800 (3) 5.09%
Fiduciary Management, Inc.
225 East Mason Street
Milwaukee, WI 53202 1,330,400 (4) 5.13%
- - ----------------------
(footnotes on next page)
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(1) Information is as of July 25, 1994 and consists of shares held by
United Missouri 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 853,596
shares voted by the Trustee in accordance with the instructions of Messrs.
Lamberti, Lamb, Shull and Harmon as participants in the ESOP.
(2) Information is as of July 25, 1994 and includes 545,494 shares
held under the ESOP and allocated to the account of Mr. Lamberti, over
which Mr. Lamberti exercises voting power. See footnote 1 above.
(3) Information is as of December 31, 1993 and was supplied by College
Retirement Equities Fund, an investment company.
(4) Information is as of December 31, 1993 and was supplied by
Fiduciary Management, Inc., a registered investment advisory firm. Such
information indicates that Fiduciary Management, Inc. had sole dispositive
power over 1,036,400 shares and shared dispositive power over 294,000
shares.
VOTING PROCEDURES
Under Iowa corporate law and the Company's Restated and Amended
Articles of Incorporation and By-Laws, 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 or conduct business at the
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.
Shares present at the meeting that are not voted for a nominee or shares
present by proxy where the shareholder properly withheld authority to vote for
such nominee (including broker non-votes) will not be counted toward such
nominee's achievement of a majority.
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PROPOSAL 1
ELECTION OF DIRECTORS
Eight directors will be elected by the holders of Common Stock at the
Annual Meeting to serve until the next ensuing Annual Meeting of shareholders
or until their respective successors are elected and qualified. Directors are
elected by a majority of the votes cast by the shares present in person or
represented by proxy at the meeting. All of the nominees have previously been
elected as directors by the holders of the Company's Common Stock and all such
nominees are presently serving as directors of the Company.
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.
Additional information regarding these nominees is set forth below, and
the number of shares of Common Stock of the Company beneficially owned by each
of them as of July 15, 1994 is set forth on pages 8 and 9. Except as may be
otherwise expressly stated, all nominees for directors have been employed in
the capacities indicated for more than five years.
The Board of Directors recommends a vote FOR election of the nominees as
directors of the Company.
DONALD F. LAMBERTI, 56, Chairman of the Board and Chief Executive
Officer of the Company. Mr. Lamberti co-founded the Company in 1967 and
served as its President from 1975 to 1988, when he assumed his present
position. Mr. Lamberti, a director of the Company since 1967, also serves
as a director of Norwest Bank Iowa, N.A. and National By-Products, Inc.
and as a member of the Board of Trustees of Buena Vista College.
RONALD M. LAMB, 58, President and Chief Operating Officer 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 has served as
President of the Company since September 1988. Mr. Lamb has been a
director of the Company since 1981.
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DOUGLAS K. SHULL, 51, Treasurer and Chief Financial Officer of the
Company. Mr. Shull, a director of the Company since 1987, also serves as a
member of the Board of Directors of Iowa National Bankshares Corp. and as
President of the Board of Trustees of the Des Moines Area Community College.
JOHN G. HARMON, 40, Corporate Secretary of the Company. Mr. Harmon has
been associated with the Company since 1976 and has served as a director since
1987.
JOHN R. FITZGIBBON, 72, 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 Norwest Bank Iowa, N.A.). Mr.
Fitzgibbon, a director of the Company since 1983, also serves as a member of
the Board of Directors of the Iowa Student Loan Liquidity Corporation and as
Chairman of the Des Moines International Airport Board.
GEORGE A. DOERNER, 76, retired Iowa Agency Manager, The Equitable Life
Assurance Society of the United States. Mr. Doerner has served as a director of
the Company since 1983.
KENNETH H. HAYNIE, 61, President of Ahlers, Cooney, Dorweiler, Haynie,
Smith & Allbee, P.C., a law firm. Mr. Haynie, a director of the Company since
1987, also serves as a member of the Board of Trustees of the Orchard Place
Foundation.
JOHN P. TAYLOR, 47, 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 also serves as a director of
West Des Moines State Bank, Allied Group Inc., Allied Life Insurance Company
and three wholly-owned property and casualty insurance subsidiaries of Allied
Group, Inc.
MEETINGS AND COMMITTEES
The Board of Directors held seven meetings during the fiscal year ended
April 30, 1994. 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 he
served, except Mr. Doerner who attended 70% of such meetings.
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The Company's Second Amended and Restated Bylaws (the "Bylaws")
established 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.
One such other committee, the Shareholder Ad Hoc Committee, was
established during the 1994 fiscal year for the purpose of reviewing the
Exercise Price of the Company's Common Share Purchase Rights and making
recommendations with respect thereto. This Committee, consisting of Messrs.
Fitzgibbon, Taylor and Doerner, met twice during the fiscal year ended April 30,
1994.
The Executive Committee, presently consisting of Messrs. Lamberti, Lamb,
Fitzgibbon and Doerner, 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, 1994.
The principal functions of the Audit Committee, presently consisting of
Messrs. Shull, Fitzgibbon, Doerner and Haynie, 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, 1994.
The principal functions of the Compensation Committee, presently
consisting of Messrs. Fitzgibbon, Taylor, Doerner and Haynie, 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 and outside
directors. The Committee met four times and acted by unanimous consent on one
other occasion during the fiscal year ended April 30, 1994.
The Nominating Committee, presently consisting of Messrs. Lamberti, Lamb,
Shull and Harmon, generally reviews the qualifications of candidates proposed
for nomination and recommends to the Board candidates for election at the
Annual Meeting of shareholders. The Committee met once during the fiscal
year ended April 30, 1994.
Shareholders may nominate director candidates for election pursuant to
procedures set forth in the Company's By-laws. To make such nominations,
shareholders must deliver written notice thereof to the Secretary of the
Company not later than (i) with respect to an election to be held at an Annual
Meeting of shareholders, at least 30 days, but not more than 90 days, prior to
the anniversary date of the record date set for the immediately preceding
Annual Meeting of shareholder, and (ii)
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with respect to an election to be held at a special meeting of shareholders,
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. 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 soliciting proxies for the election of the
nominees of such shareholder 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 compliane with the
foregoing procedure.
COMPENSATION OF DIRECTORS
During the fiscal year ended April 30, 1994, each non-employee director was
paid an annual cash retainer fee of $7,500 plus a meeting fee of $500 for each
Board, committee or shareholders' meeting attended. The Company also pays the
premiums on a directors' and officers' liability insurance policy insuring all
directors.
In addition, see "Compensation Committee Interlocks and Insider
Participation" on page 18 herein for information concerning the temporary use
of Company office space during the 1994 fiscal year by Kenneth H. Haynie, a
director of the Company, and other members and staff of his law firm.
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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of July 25, 1994, 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 and the executive
officers named in the Summary Compensation Table herein, and all 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.
TOTAL AMOUNT
NAME OF SHARES AND NATURE
BENEFICIAL DIRECT SUBJECT TO ESOP OF BENEFICIAL PERCENT
OWNER OWNERSHIP OPTIONS(1) SHARES(2) OWNERSHIP (3) OF CLASS
- - ----------------- ---------- ---------- --------- ------------- --------
Donald F. Lamberti 2,624,872 - 0 - 545,494 3,170,366 12.23%
Ronald M. Lamb 421,500 - 0 - 253,378 674,878 2.60%
Douglas K. Shull - 0 - 130,000 2,208 132,208 *
John G. Harmon - 0 - 20,000 52,516 72,516 *
John R. Fitzgibbon 61,860 - 0 - - 0 - 61,860 *
George A. Doerner 12,028(4) - 0 - - 0 - 12,028 *
Kenneth H. Haynie 27,631(5) - 0 - - 0 - 428,831 (6) 1.65%
John P. Taylor 8,000 - 0 - - 0 - 8,000 *
All executive officers
and directors
as a group
(8 persons) 3,126,944 150,000 853,596 4,560,687 17.59%
- - -------------------
* Less than 1%
(1) Amounts shown (which are included in the totals) are subject to
acqusition through exercise of stock options granted under the
1991 Incentive Stock Option Plan (or the predecessor plan) and
cannot be presenty voted by the executive officers holding the
options. See "EXECUTIVE COMPENSATION -- Option Grants and
Exercises" on pages 14 and 15 herein.
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(additional footnotes on next page)
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(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, 1994 over which the officer exercises voting
power. See Footnote 1 to the table set forth under the heading
"SHARES OUTSTANDING" on page 3 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 options and ESOP shares.
(4) The amount shown includes 1,788 shares owned by Mr. Doerner's spouse.
(5) The amount shown consists of 7,000 shares owned by Mr. Haynie's
spouse and 20,631 shares jointly owned by Mr. Haynie and his spouse.
(6) The amount shown consists of 400,000 shares held by the Lamberti
Family Trust, for which Mr. Haynie acts as co-trustee with shared
voting and dispositive power, and 1,200 shares of Common Stock owned
by one of Mr. Haynie's children, both as to which Mr. Haynie
disclaims beneficial ownership.
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.
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EXECUTIVE COMPENSATION
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee"),
composed of three outside 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").
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 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 makes any determinations with respect to the
award of stock options under the 1991 Option Plan at that time. In 1992, this
review included a report from an independent compensation consultant concerning
the terms of the Company's employment agreements with its executive officers
and the level of salaries and benefits provided therein.
EXECUTIVE OFFICER COMPENSATION
As has been the practice in recent years, the three principal components
of the Company's executive compensation program during the 1994 fiscal year
were 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
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has established only four 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 each executive officer is set
forth in the officer's employment agreement with the Company and may be
adjusted during the terms thereof with the consent of the 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. The purpose of the bonus awarded is to
reward superior performance by the Company's executive officers that has
resulted in the Company achieving certain financial performance levels. During
the 1994 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.
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 stock option awards is based primarily on individual performance
and the individual's responsibilities and position with the Company. The 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. During the 1994 fiscal year, the Committee granted options to
purchase an aggregate of 220,000 shares to a total of 71 employees, including
two of the executive officers and each of the Company's five Vice Presidents.
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.
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CHIEF EXECUTIVE OFFICER. Mr. Lamberti's compensation for the fiscal
year ended April 30, 1994 was determined in accordance with the above policies
and in light of his employment agreement with the Company. No adjustment was
made to Mr. Lamberti's base salary during 1994. Mr. Lamberti earned $200,000 in
annual bonus for performance in the 1994 fiscal year 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 is aware of the limitations placed recently on
the deductibility of compensation in excess of $1 million which is earned by
an executive officer in any year. None of the executive officers earned
compensation that would be subject to such limitations, but the Committee will
continue to monitor developments in this area.
COMPENSATION COMMITTEE
John R. Fitzgibbon, Chairman
George A. Doerner
Kenneth H. Haynie
John P. Taylor
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation earned or
awarded for the last three fiscal years to the chief executive officer and the
three other most highly compensated executive officers of the Company whose
compensation (based on the total of the amounts required to be shown in the
salary and bonus columns of such table) exceeded $100,000.
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SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL COMPENSATION COMPENSATION
POSITION(1) YEAR SALARY($) BONUS($) ($) OPTIONS(#) ($) (2)
- - ----------- ---- --------- -------- ------------ ---------- -------------
Donald F. Lamberti
Chairman 1994 $250,000 $200,000 $2,444 0 $3,681
and 1993 250,000 200,000 2,444 0 3,293
Chief 1992 250,000 200,000 2,444 0 3,378
Executive
Officer
Ronald M. Lamb
President 1994 $250,000 $200,000 $ 836 0 $3,681
and Chief 1993 250,000 200,000 965 0 $3,293
Operating 1992 250,000 200,000 1,352 0 $3,378
Officer
Douglas K. Shull
Treasurer 1994 $119,000 $ 80,000 $2,248 10,000 $5,521
and Chief 1993 117,000 80,000 2,248 0 $5,207
Financial 1992 117,000 80,000 2,248 10,000 $5,369
Officer
John G. Harmon
Secretary 1994 $ 98,334 $ 80,000 $1,789 10,000 $4,778
1993 95,000 $ 80,000 $1,789 0 $4,444
1992 95,000 $ 80,000 $1,789 10,000 $4,587
- - ----------
(1) The Company has only four executive officers for whom individualized pay
disclosure is required under the rules of the Securities and Exchange
Commission.
(2) 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. For
the year ended April 30, 1994, the Company contributed $2,380 and $1,967 to
the 401(k) plan on behalf of Messrs. Shull and Harmon, respectively
(neither Mr. Lamberti nor Mr. Lamb participate in such plan). The Company's
contributions to the ESOP for the named executive officers were as
follows: Mr. Lamberti, $3,681; Mr. Lamb, $3,681; Mr. Shull, $3,141; and
Mr. Harmon, $2,811.
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OPTION GRANTS AND EXERCISES
The following tables summarize, for the fiscal year ended April 30, 1994,
option grants to and option exercises by the executive officers named in the
Summary Compensation Table under the Company's 1991 Incentive Stock Option
Plan, and the value of the options held by such persons at April 30, 1994:
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(2)
- - ----------------------------------------------------------------------------------------------------------- ----------------------
PERCENT
OF TOTAL
OPTIONS
OPTIONS GRANTED EXERCISE
GRANTED TO EMPLOYEES PRICE EXPIRATION 5% 10%
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE ($) ($)
- - ---- -------- -------------- --------- ---------- ---- ----
Donald F. Lamberti -0- -- -- -- -- --
Ronald M. Lamb -0- -- -- -- -- --
Douglas K. Shull 10,000 4.5% $10.25 9-1-2003 $64,460 $163,360
John G. Harmon 10,000 4.5% $10.25 9-1-2003 $64,460 $163,360
- - -------------
(1) Stock options have no value on the date of grant because the exercise
price per share is equal to the market price per share of the Company's
Common Stock on the date the option is granted. A stock option has value
to the optionee in the future only if the market price of the Company's
Common Stock at the time the option is exercised exceeds the exercise
price.
(2) The dollar amounts under the 5% and 10% Columns are the result of
calculations required by the Securities and Exchange Commission and should
not be viewed as, and are not intended to be, a forecast of possible
future appreciation in the Company's stock price.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR-END YEAR-END
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SHARES VALUE EXERCISABLE/ EXERCISABLE/
ACQUIRED ON REALIZED UNEXERCISABLE UNEXERCISABLE
NAME EXERCISE (#) ($) (#) (IN SHARES) (IN DOLLARS)
- - ------------------------- ------------ -------- --------------- ---------------
Donald F. Lamberti 0 0 0/0 0/0
Ronald M. Lamb 0 0 0/0 0/0
Douglas K. Shull 0 0 130,000/0 $453,125/0
John G. Harmon 0 0 20,000/0 $ 67,500/0
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
Effective as of March 2, 1992, the Company entered into employment
agreements with each of Messrs. Lamberti, Lamb, Shull and Harmon. The
agreements with Messrs. Lamberti, Lamb and Shull are for terms of five years
(with automatic renewal terms of three years in the case of Messrs. Lamberti
and Lamb) and the agreement with Mr. Harmon was for a term of three years. On
June 20, 1994, the Board of Directors approved of an extension of the Company's
contract with Mr. Harmon, on essentially the same terms as those approved in
1992, for a period expiring on March 1, 1997. The term of employment for
Messrs. Shull and Harmon would be extended for a three year period in the event
of a "change of control" (as defined in the agreements) of the Company.
Each of the agreements with the 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. The agreements with Messrs.
Lamberti and Lamb provide that each such executive officer will receive
compensation exclusive of bonuses at the rate of $250,000 per year or such other
amount as the Company and the officer mutually shall agree. In the case of
Messrs. Shull and Harmon, the agreements provide for compensation exclusive of
bonuses at the rates of $120,000 and $100,000, respectively, or such other
amounts as the Company and the officers shall agree upon.
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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 monthly
benefits equal to one-half of the officer's retirement benefits for 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 either Messrs. Shull or
Harmon, except at the period during which full salary would be paid would be 12
rather than 24 months. In the event either Messr. 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, retirement benefits would be paid thereafter
until death. Neither Messrs. Shull nor Harmon are entitled to receive any
disability payments under their agreements with the Company. In the event of
termination for cause (or other than for good reason), each of the four
officers is entitled to receive their salary to the date of termination. In
the event an officer terminates employment for good reason, the Company would
be obligated to pay such officer (i) his salary through the date of
termination, (ii) a 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 bonus allocation, (iv) all compensation previously
deferred and (v) the present value of their retirement benefits, if any.
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 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 bonus allocation 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 take into account the golden parachute tax
provisions of the Internal Revenue Code of 1986 and may be required to adjust
the payment amount to avoid an adverse tax result to the officer as a result of
receiving the foregoing amounts.
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Each agreement further provides for the voluntary retirement of the
officer at age 65, or upon reaching 59 years of age and having completed 25
years of employment with the Company, following which an officer would be
entitled to receive an annual retirement benefit equal to one-half of his most
recent salary payable until his death. The Board of Directors may extend an
officer's employment on a year-to-year basis following age 65, and each officer
is expected to hold themselves available at the written request of the Board of
Directors to consult and advise with the officers and directors of the Company.
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 on the Russell 2000 Index and a peer group
index based on the common stock of the following three companies: Dairy Mart
Convenience Stores, Uni-Marts Incorporated and Sunshine Jr. Stores
Incorporated. 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, 1989, and reinvestment of all
dividends. The total shareholder returns shown are not necessarily indicative
of future returns.
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April 30
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1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
CASEY'S GENERAL STORES, INC. $100 $78 $ 82 $143 $146 $216
PEER GROUP $100 $70 $ 62 $ 70 $ 49 $ 83
RUSSELL 2000 $100 $98 $107 $126 $145 $168
- - -------------
* The peer group index reflected on the above Performance Graph does not
include Circle K Corp., a company that was included in the peer group
index set forth in the Proxy Statement for the 1993 Annual Meeting of
the Company's shareholders. The Company understands that Circle K Corp.
ceased active trading and public reporting in November 1993 and is now a
privately held concern, and that the information necessary to include
the same in the peer group index is no longer publicly available.
21
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 Compensation Committee members are John R.
Fitzgibbon (Chairman), John P. Taylor, George A. Doerner and Kenneth H. Haynie.
Mr. Haynie is a shareholder and President of Ahlers, Cooney, Dorweiler, Haynie,
Smith & Allbee, P.C., a law firm in Des Moines, Iowa. The Company retained
this law firm during fiscal 1994 for legal services and expects to retain such
firm in the current fiscal year.
During the flooding that struck Des Moines in July 1993, the Company
permitted Mr. Haynie and several lawyers and staff members with his law firm to
utilize office and working space in the Company's Corporate Headquarters as
their temporary office facilities while the law firm's offices were
inaccessible. Such usage extended for a period of approximately six weeks. No
specific rental arrangements for such use were ever formalized, and no
independent determination was made of the fair market value thereof. In
September 1993 the law firm paid the Company $1,500 as a rental fee and
reimbursed the Company $642 for postage and facsimile charges incurred during
the period.
CERTAIN TRANSACTIONS
At one store location, the Company is currently a sublessee of a trust
created by Mr. Lamberti for the benefit of his heirs. The trust is irrevocable
for federal income tax purposes, and Mr. Lamberti exercises no incidents of
ownership over it. Following the December 1, 1984, dissolution of a
corporation beneficially owned by Mr. Lamberti, the trust succeeded to the
interest in the lease with the Company. The trust currently owns the building
at that location and itself leases the real estate at that location from
another trust. The Company's sublease originally commenced on October 1, 1977,
for a term of 10 years, and provided for a fixed monthly rental payment of
$1,300 and payment of an amount equal to 1% of sales by the leased store. In
December 1984, the Company's sublease was extended until September 30, 1997 for
the same rental. The amounts received by the trust under the lease during the
past three fiscal years were $20,639 in fiscal 1992, $24,565 in fiscal 1993 and
$34,903 in fiscal 1994. The Company does not intend to lease additional store
sites or buildings from affiliated persons.
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During the fiscal 1994, the Company leased its former headquarters site
and building, primarily for storage purposes, from a general partnership
(Broadway Distributing Co.) composed of the Company (50%), Mr. Lamberti (25%)
and Walter J. Carlson (25%), a former director and officer of the Company. The
property was leased under the terms of a 15-year lease that commenced on
January 1, 1978 and terminated on December 31, 1992, and provided for an annual
rental of $54,000 plus the payment by the Company of all property taxes. The
Company has continued to occupy the property following termination of the lease
as a tenant at will and has subleased a portion of the same to a local
government agency. The Company has paid $64,800 in rentals under the lease
during each of the past three fiscal years.
AUDITORS
KPMG Peat Marwick was engaged by the Company to serve as its auditors
for fiscal 1994. Representatives of KPMG Peat Marwick will be in attendance at
the Annual Meeting to be held on September 16, 1994, and will be available to
respond to appropriate questions and may make a statement if they so desire.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the Annual
Meeting of shareholders in 1995 must be received by the Company by April 14,
1995 in order to be eligible for inclusion in the proxy statement and proxy
card relating to such meeting.
ANNUAL REPORT
The Company's 1994 Annual Report is being mailed to shareholders with
this Proxy Statement. 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 1994, including the 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 will require the
payment of a fee covering its reasonable expenses. A written request should be
addressed to the Corporate Secretary, Casey's General Stores, Inc., One
Convenience Blvd., Ankeny, Iowa 50021-0845.
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By Order of the Board of Directors,
John G. Harmon
Secretary
August 15, 1994
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
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