UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CASEY'S GENERAL STORES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[LOGO]
CASEY'S
GENERAL STORE
August 6, 2002
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 9:00 A.M., Iowa time, on Friday, September
20, 2002. 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 2002 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, 2002.
We look forward to seeing you at the meeting and thank you for your
continued interest in the Company.
Sincerely,
/s/ Ronald M. Lamb
Ronald M. Lamb
Chief Executive Officer
[LOGO]
CASEY'S
GENERAL STORE
Notice of Annual Meeting of Shareholders
September 20, 2002
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 20,
2002, at 9:00 A.M., Iowa time, for the following purposes:
1. To elect seven members to the Board of Directors to serve until the
next ensuing Annual Meeting of shareholders or until their successors are
elected and qualified;
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 2, 2002, 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,
/s/ John G. Hammon
John G. Harmon
Secretary/Treasurer
August 6, 2002
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
6, 2002, to each holder of record of the Common Stock, no par value (the
"Common Stock"), of Casey's General Stores, Inc. (the "Company") at the close
of business on August 2, 2002. 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, One Convenience Boulevard, Ankeny, Iowa 50021, at 9:00 A.M., Iowa
time, on Friday, September 20, 2002.
For participants in the Casey's General Stores, Inc. Dividend Reinvestment
and Stock Purchase Plan, the proxy card represents the number of full and
fractional shares in the participant's plan account, as well as other shares
registered in the participant's name. If the 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 UMB 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.
SHARES OUTSTANDING
Holders of record of the Common Stock at the close of business on the record
date, August 2, 2002, will be entitled to vote on all matters to be presented
at the Annual Meeting. On the record date, 49,626,062 shares of Common Stock
were outstanding. Each such share of Common Stock will be entitled to one vote
on all matters.
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 date indicated below.
Except as otherwise indicated, the persons listed in the table have the voting
and investment powers with respect to the shares indicated.
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership of Class
------------------------------------ ----------------------- --------
UMB Bank, n.a................ 2,198,362(1) 4.43%
1010 Grand Blvd.
Kansas City, MO 64106
Donald F. Lamberti........... 3,088,399(2) 6.22%
One Convenience Blvd.
Akeny, IA 50021
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership of Class
------------------------------------ ----------------------- --------
T. Rowe Price Associates, Inc.... 5,355,700(3) 10.80%
100 E. Pratt Street
Baltimore, MD 21202
ICM Asset Management, Inc.
James M. Simmons................. 3,297,630(4) 6.70%
601 W. Main Avenue, Suite 600
Spokane, WA 99201
- --------
(1) Information is as of August 2, 2002 and consists of shares held by UMB
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 637,367 shares voted by
the Trustee in accordance with the instructions of Messrs. Lamberti, Lamb,
Harmon, Myers and Shaffer as participants in the ESOP.
(2) Information is as of August 2, 2002 and includes 40,000 shares subject to
stock options which cannot be presently voted. See Footnote 1 above and
Footnote 1 to the table set forth under the heading "BENEFICIAL OWNERSHIP
OF SHARES OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS" on pp. 6
herein.
(3) Based on Amendment No. 4 to the Schedule 13G filed by T. Rowe Price
Associates, Inc. ("Price Associates") with the Securities and Exchange
Commission (the "SEC"), dated February 14, 2002. Such information indicates
that Price Associates had sole voting power over 1,347,100 shares and sole
dispositive power over 5,355,700 shares. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be a beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact, the beneficial owner of
such securities.
(4) Based on Amendment No. 2 to the Schedule 13G filed by ICM Asset Management,
Inc. ("ICM"), a registered investment advisor, and James M. Simmons,
President of ICM, dated February 5, 2002. Such information indicates that
ICM and Mr. Simmons have shared voting power over 2,111,890 shares and
shared dispositive power over 3,297,630 shares.
2
VOTING PROCEDURES
Under Iowa corporate law and the Restated and Amended Articles of
Incorporation, as amended (the "Restated Articles"), 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 to conduct
business at the 2002 Annual 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. For purposes
of determining the number of votes cast, all votes cast "for" or to "withhold
authority" are included. Abstentions and any "broker non-votes," which occur
when brokers are prohibited from exercising voting authority for beneficial
owners who have not provided voting instructions, will not be counted for the
purpose of determining the number of votes cast.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven persons. Under the
Restated Articles, the Board of Directors may consist of up to nine persons,
and individuals may be elected by the Board to fill any vacancies or to occupy
any new directorships, with such individual serving in each case until the next
annual meeting of shareholders and until a successor is duly elected and
qualified. The Nominating Committee of the Board of Directors currently is
considering whether to recommend that a new directorship be created for a
non-employee director, and is discussing the same with possible candidates.
There can be no assurance that any such new directorship will be created prior
to the 2003 Annual Meeting of shareholders, but the Board of Directors would be
authorized under the Restated Articles to create a new directorship and elect
an individual to fill such position at some point in the future as described
above.
The Board of Directors has designated the seven individuals named below as
nominees for election as directors of the Company at the 2002 Annual Meeting of
shareholders. All nominees are currently directors of the Company and have been
previously elected by the shareholders. Directors are elected to hold office
until the next annual election and, in each case, until their respective
successors are duly elected and qualified.
Additional information regarding each of these nominees is set forth below.
The number of shares of Common Stock of the Company beneficially owned by each
of the nominees as of August 2, 2002 is set forth on page 6. Except as may be
otherwise expressly stated, all nominees for directors have been employed in
the capacities indicated for more than five years.
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.
The Board of Directors recommends a vote FOR election of the following
nominees as directors of the Company:
Ronald M. Lamb, 66, Chief Executive Officer and President 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 served as President and Chief
Operating Officer of the Company from September 1988 until becoming
President and Chief Executive Officer on May 1, 1998. Mr. Lamb has been a
director of the Company since 1981.
Donald F. Lamberti, 64, Chairman of the Executive Committee. Mr. Lamberti
co-founded the Company in 1967 and served as its President from 1975 to
1988, when he assumed the position of
3
Chief Executive Officer. He served in that position until becoming Chairman
of the Executive Committee on May 1, 1998. Mr. Lamberti, a director of the
Company since 1967, also serves as a director of Wells Fargo Bank Iowa, N.A.
and National By-Products, Inc. and as a member of the Board of Trustees of
Buena Vista University.
John G. Harmon, 48, Secretary/Treasurer of the Company. Mr. Harmon has
been associated with the Company since 1976 and served as Corporate
Secretary from 1987 until his appointment on July 25, 1998 to the position
of Secretary/Treasurer. He has been a director of the Company since 1987.
John R. Fitzgibbon, 80, 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 Wells Fargo Bank Iowa,
N.A.). Mr. Fitzgibbon, a director of the Company since 1983, also serves as
a member of the Iowa State University Research Park Board and as Chairman of
the Des Moines International Airport Board.
John P. Taylor, 55, Chairman and Chief Executive Officer of Taylor
Construction Group (formerly known as Taylor Ball), a general construction
contractor. Mr. Taylor served as President of Taylor Ball from 1983 to 1992,
when he assumed his present position. Mr. Taylor has been a director of the
Company since 1993.
Kenneth H. Haynie, 69, shareholder with Ahlers, Cooney, Dorweiler,
Haynie, Smith & Allbee, P.C., a Des Moines law firm. Mr. Haynie has served
as a director of the Company since 1987.
Patricia Clare Sullivan, 74, consultant and President (1977-1993) and
President of External Affairs (1993-1995) of Mercy Health Center of Central
Iowa, Des Moines, Iowa. Ms. Sullivan has served as a director of the Company
since 1996.
Meetings and Committees
The Board of Directors held four meetings during the fiscal year ended April
30, 2002. 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 the
member served.
The Company's Amended and Restated Bylaws, restated as of March 3, 1997 (the
"Bylaws"), establish 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.
The Executive Committee, presently consisting of Messrs. Lamberti, Lamb,
Fitzgibbon and Haynie, 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, 2002.
The principal functions of the Audit Committee, presently consisting of
Messrs. Taylor, Fitzgibbon, Haynie and Ms. Sullivan (all of whom are
independent for purposes of the NASDAQ listing requirements), 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 three times during the fiscal year ended
April 30, 2002.
The principal functions of the Compensation Committee, presently consisting
of Messrs. Fitzgibbon, Haynie, Taylor and Ms. Sullivan, 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
4
concerning the compensation of the Company's executive officers, Vice
Presidents and outside directors. The Committee met twice during the fiscal
year ended April 30, 2002.
The Nominating Committee, presently consisting of Ms. Sullivan and Messrs.
Haynie, Taylor and Fitzgibbon, 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, 2002.
Compensation of Directors
Directors who are also employees of the Company receive no compensation in
their capacities as directors. During the fiscal year ended April 30, 2002,
each non-employee director was paid an annual cash retainer fee of $10,000 plus
meeting fees of $1,000 per Board meeting and $750 for each committee meeting
attended. The Company also paid the premiums on a directors' and officers'
liability insurance policy insuring all directors. Non-employee directors are
also provided coverage under the Company's group life insurance plan, with
individual coverages of $50,000 each.
For the fiscal year beginning May 1, 2002, non-employee directors will
receive an annual retainer fee of $15,000; a fee for $1,000 for attendance at a
meeting of the shareholders, Board of Directors or committee of the Board; a
fee of $1,000 for attendance at a seminar relating to Board or committee
service, if attended; and a fee of $1,000 for the Chairman of each of the
Nominating, Audit and Compensation Committees of the Board, subject to the
further policy that the Chair of the Audit Committee be rotated not less often
than every three years as determined by the Board of Directors.
Under the Non-Employee Directors' Stock Option Plan approved by the
shareholders at the 1995 Annual Meeting (the "Director Stock Plan"), each
Eligible Non-Employee Director (defined in the Director Stock Plan as any
person who is serving as a non-employee director of the Company on the last day
of a fiscal year) will receive an option to purchase 2,000 shares of Common
Stock. The exercise price of all options awarded under the Director Stock Plan
is the average of the last reported sale prices of shares of Common Stock on
the last trading day of each of the 12 months preceding the award of the
option. The term of such options is ten years from the date of grant, and each
option is exercisable immediately upon grant. The aggregate number of shares of
Common Stock that may be granted pursuant to the Director Stock Plan may not
exceed 200,000 shares, subject to adjustment to reflect any future stock
dividends, stock splits or other relevant capitalization changes. In accordance
with the terms of the Director Stock Plan, Messrs. Fitzgibbon, Haynie, Taylor
and Ms. Sullivan each received an option on May 1, 2002 to purchase 2,000
shares of Common Stock at an exercise price of $13.07 per share.
5
BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK
BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of August 2, 2002, 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, the executive
officers named in the Summary Compensation Table herein, and all current
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.
Shares Total Amount and
Direct Subject to ESOP Nature of Beneficial Percent
Name of Beneficial Owner Ownership Options (1) Shares (2) Ownership (3) of Class
- ------------------------ --------- ----------- ---------- -------------------- --------
Ronald M. Lamb.............................. 505,500 40,000 526,230 1,071,730 2.16%
Donald F. Lamberti.......................... 3,088,399 40,000 -0- (4) 3,128,399 6.30%
John G. Harmon.............................. -0- 45,000 109,875 154,875 *
John R. Fitzgibbon.......................... 127,220 (5) 26,000 -0- 153,220 *
Kenneth H. Haynie........................... 53,662 (6) 26,000 -0- 79,662 *
John P. Taylor.............................. 20,000 18,000 -0- 38,000 *
Patricia Clare Sullivan..................... 1,700 10,000 -0- 11,700 *
Robert J. Myers............................. 2,000 36,000 1,254 39,254 *
Jamie H. Shaffer............................ 11,000 30,000 8 41,008 *
All current executive officers and directors
as a group (9 persons).................... 3,809,481 271,000 637,367 4,717,848 9.50%
- --------
* Less than 1%
(1) Consisting of shares (which are included in the totals) that are subject to
acquisition through the exercise of stock options granted under the 2000
Stock Option Plan or the Director Stock Plan, but which cannot be presently
voted by the executive officers or non-employee directors holding the
options. See "ELECTION OF DIRECTORS--Compensation of Directors" on page 5
and "EXECUTIVE COMPENSATION--Option Grants and Exercises" on page 10 herein.
(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, 2002 (the most recent allocation made by the Trustee of the ESOP) over
which the officer exercises voting power. See Footnote 1 to the table set
forth under the heading "SHARES OUTSTANDING" on page 1 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 the exercise of options and ESOP shares.
(4) On January 9, 2002, Mr. Lamberti received an in-service distribution of his
accrued benefit in the ESOP, equal at the time to 1,137,479 shares of
Common Stock. Such shares are included in those reported as Mr. Lamberti's
direct share ownership.
(5) The amount shown includes an aggregate of 43,220 shares held by a family
trust and affiliated business of Mr. Fitzgibbon.
(6) The amount shown includes 2,000 shares held by a family trust for which Mr.
Haynie acts as trustee.
Termination of Voting Trust Agreement
On June 24, 2002, Messrs. Lamberti and Lamb, who have been parties to a
voting trust agreement since 1982 that would have become effective upon the
date of death of the first of such shareholders, terminated their voting trust
agreement with the consent of the Company. With this termination, Messrs.
Lamberti and Lamb now may vote and dispose of their shares of Common Stock
without restriction or reference to said agreement.
6
EXECUTIVE COMPENSATION
Report of Compensation Committee
The Compensation Committee of the Board of Directors (the "Committee"),
consisting of the four current non-employee 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 2000 Stock Option Plan (the "Option Plan"), makes
recommendations to the Board of Directors with respect to the employment
agreements with the executive officers and approves of the salaries and bonus
structure proposed by the Chief Executive Officer for the Company's
Vice-Presidents.
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 July or 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 may make determinations with respect to the award
of stock options under the Option Plan at that time.
Executive Officer Compensation
The three principal components of the Company's executive compensation
program consist of 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
currently has only five 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 Messrs. Lamberti, Lamb and
Harmon is set forth in their employment agreements with the Company and may be
adjusted during the terms thereof with the consent of the individual 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 paid in respect of the Company's performance during the
preceding fiscal year, and are made only if the Company achieves specific
performance targets in earnings per share established for that year by the
Committee. The amount of the bonus award generally increases as earnings per
share increase above the levels specified by the Committee. Gasoline margins
achieved during the year are also taken into account in determining the levels
of earnings at which bonuses are awarded. The purpose of the bonus award is to
reward superior performance by the Company's executive officers that has
resulted in the Company achieving certain financial performance levels in terms
of earnings per share.
Stock Options. Stock options may be granted to executive officers and other
key employees of the Company under the terms of the Option Plan. The size of an
individual's stock option award is based primarily on individual performance
and the individual's responsibilities and position with the Company. The Option
Plan
7
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. It
has been the Committee's practice generally to award options to key Company
employees in every other year.
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.
Chief Executive Officer. Mr. Lamb's compensation for the fiscal year ended
April 30, 2002 was determined in accordance with the above policies and in
light of his employment agreement with the Company. Mr. Lamb received no bonus
in the fiscal year ended April 30, 2002 because the Company did not achieve the
specified financial performance targets in earnings per share established by
the Committee for the 2001 fiscal year.
Other. The Committee periodically reviews the terms of the employment
agreements with the executive officers and from time to time considers
modifications to the same. The Committee also is aware of the statutory
limitations placed on the deductibility of compensation in excess of $1 million
which is earned by an executive officer in any year, and is continuing to
monitor developments in this area.
COMPENSATION COMMITTEE
John R. Fitzgibbon, Chairman
Kenneth H. Haynie
John P. Taylor
Patricia Clare Sullivan
8
Executive Compensation
The following table sets forth certain information concerning the
compensation paid during the last three fiscal years to the chief executive
officer and the four other most highly compensated executive officers of the
Company as of April 30, 2002 whose compensation (based on the total of the
amounts required to be shown in the salary and bonus columns of such table)
exceeded $100,000.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
------------------------------------ ------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($)(1) Compensation ($) Options (#) Compensation ($)(2)
- --------------------------- ---- ---------- ------------ ---------------- ------------ -------------------
Ronald M. Lamb
President and Chief Executive
Officer 2002 550,000 -0- 836 10,000 -0-
2001 541,666 100,000 836 -0- -0-
2000 450,000 200,000 836 10,000 -0-
Donald F. Lamberti
Chairman of the Executive
Committee 2002 550,000 -0- 2,444 10,000 -0-
2001 541,666 100,000 2,444 -0- -0-
2000 450,000 200,000 2,444 10,000 -0-
John G. Harmon
Secretary/Treasurer 2002 218,333 20,000 121,036 (3) 10,000 -0-
2001 172,917 50,000 1,789 -0- -0-
2000 150,000 90,000 1,789 10,000 -0-
Robert J. Myers
Senior Vice President 2002 158,333 14,000 1,032 10,000 6,333
2001 138,333 25,000 1,032 -0- 5,533
2000 118,833 45,000 1,032 10,000 4,733
Jamie H. Shaffer
Vice President and Chief
Financial Officer 2002 193,333 17,500 3,600 15,000 -0-
2001 172,917 20,000 3,600 5,000 -0-
2000 150,000 20,000 3,700 5,000 -0-
- --------
(1) Bonus awards are paid in respect of the Company's performance during the
preceding fiscal year.
(2) The amount shown for each named executive officer is the total of the
Company's contributions to the Company's 401(k) plan, in which all
employees are eligible to participate, and contributions to the ESOP.
(3) The amount shown includes amounts attributable to Mr. Harmon's exercise of
stock options and the sale of the shares acquired thereby.
9
Option Grants and Exercises
The following tables summarize, for the fiscal year ended April 30, 2002,
option grants to the executive officers named in the Summary Compensation Table
under the Option Plan, and the value of the options held by such persons at
April 30, 2002.
Option Grants in Last Fiscal Year
Potential realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
--------------------
Percent of Total Options
Granted to Employees
Name Options Granted (#)(1) in Fiscal Year Exercise ($/Sh) Expiration Date 5% ($) 10% ($)(2)
- ---- ---------------------- ------------------------ --------------- --------------- ------ ----------
Ronald M. Lamb.... 10,000 3.1% 11.74 5/24/11 73,832 187,105
Donald F. Lamberti 10,000 3.1% 11.74 5/24/11 73,832 187,105
John G. Harmon.... 10,000 3.1% 11.74 5/24/11 73,832 187,105
Robert J. Myers... 10,000 3.1% 11.74 5/24/11 73,832 187,105
Jamie H. Shaffer.. 5,000 1.5% 11.74 5/24/11 36,916 93,553
10,000 3.1% 11.20 6/12/11 70,436 178,499
- --------
(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.
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
--------------- ----------------
Shares Value Exercisable/ Exercisable/
Acquired on Realized Unexercisable Unexercisable
Name Exercise (#) ($)(1) (#) (in shares) (in dollars) (2)
---- ------------ -------- --------------- ----------------
Ronald M. Lamb.... 0 0 30,000/10,000 46,650/12,800
Donald F. Lamberti 0 0 30,000/10,000 46,650/12,800
John G. Harmon.... 25,000 119,247 35,000/10,000 102,063/12,800
Ronald J. Myers... 0 0 26,000/10,000 33,070/12,800
Jamie H. Shaffer.. 0 0 10,000/15,000 3,850/24,600
- --------
(1) The "value realized" represents the difference between the exercise price
of the option shares and the market price of the option shares on the date
the option was exercised. The value realized was determined without
considering any taxes which may have been owed.
(2) Calculated on the basis of a stock price of $13.02 per share, which was the
last reported sales price of shares of Common Stock reported on the NASDAQ
National Market System on April 30, 2002, minus the exercise price.
10
Employment, Change of Control and Severance Arrangements
Employment Contracts. The Company entered into amended and restated
employment agreements with each of Messrs. Lamberti, Lamb and Harmon in October
1997. The agreements with Messrs. Lamberti and Lamb are for terms of five years
with automatic renewal terms of three years. The agreement with Mr. Harmon was
amended on June 12, 2001 and now expires in August 2004. The term of employment
for Mr. Harmon would be extended for a three year period in the event of a
"change of control" (as defined in the agreement) of the Company.
Each of the agreements with the foregoing 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. Under their agreements,
Messrs. Lamberti and Lamb currently receive compensation exclusive of bonuses
at the rate of $550,000 per year, and Mr. Harmon receives compensation
exclusive of bonuses at the rate of $220,000 per year. In each case, such
compensation is subject to adjustment as the Company and the officer mutually
shall agree. In addition, each officer receives all benefits generally provided
by the Company to its employees and officers, including specified health
insurance coverages.
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 a 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 Mr. Harmon, except that the period during
which full salary would be paid would be 12 rather than 24 months. In the event
either Messrs. Lamberti or Lamb become disabled, the officer would be entitled
to disability benefits equal to one-half of their then-current 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, such officers
would be eligible to receive retirement benefits thereafter until death as
described below. Mr. Harmon is not entitled to receive any disability payments
under his agreement with the Company.
In the event of termination for cause (or other than for good reason), each
of the officers is entitled to receive his salary to the date of termination.
In the event an officer terminates employment for good reason or for any
termination other than for cause, the Company would be obligated to pay such
officer (i) his salary through the date of termination, (ii) a pro-rata 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 the
foregoing bonus amount and (iv) all compensation previously deferred. 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 or is
terminated for any reason other than for cause 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 highest recent bonus
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 reduce the
payment amount to the maximum deductible amount permitted under the golden
parachute tax provisions and Section 162(m) of the Internal Revenue Code of
1986.
In connection with the approval of the foregoing agreements, the Board of
Directors adopted a Non-Qualified Supplemental Executive Retirement Plan
("SERP") for the three executive officers. The SERP provides for the payment of
an annual retirement benefit to the officer for the earlier of a period of 20
years or until his death, after which such benefits shall be paid to the
officer's spouse for a period ending on the 20th
11
anniversary of the officer's retirement or the spouse's death, whichever occurs
first. In the case of Messrs. Lamberti and Lamb, optional retirement is
permitted upon the officer reaching age 59 (which both such officers have met),
following which such officer would be entitled to receive an annual retirement
benefit equal to one-half of his then-current salary. In the case of Mr.
Harmon, optional retirement is available upon reaching age 55. In such event,
the retirement benefits available to Mr. Harmon would be equal to one-fourth of
his then-current salary, increasing by 5% of his salary for each additional
year of employment until he reaches age 60.
The Board of Directors also approved the execution of a trust agreement with
UMB Bank, n.a. for the purpose of creating a trust to secure its obligations
under the SERP in the event of a change of control of the Company. In such
event, the trust would be funded in an amount equal to the maximum amount
payable to the officers under the SERP, either in cash or pursuant to an
irrevocable letter of credit established by the Company for that purpose.
Payment of the retirement benefits to the officers thereafter would be made by
the trustee from the trust funds, at the times and in the amounts provided in
the SERP.
Change of Control Agreements. In addition to the agreements with Messrs.
Lamberti, Lamb and Harmon, the Company has entered into "change of control"
employment agreements with 12 other key employees, including the ten current
Vice Presidents. The purpose of these agreements is to encourage such
individuals to carry out their duties in the event of a possible change of
control of the Company. Under the terms of these agreements, the individuals
may become entitled to receive certain payments upon their termination of
employment or if their job duties or compensation and benefits are
substantially reduced within two years following a change of control of the
Company. The maximum amount payable is two or three times the sum of the
individual's salary and the highest annual bonus received by such individual
during the two preceding years. In addition, the agreements provide for the
continuation of certain benefits for up to two years after termination.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning the shares of Common
Stock that may be issued upon exercise of options, warrants and rights under
all equity compensation plans as of April 30, 2002, consisting of the Option
Plan and the Director Stock Plan. Both of such plans have been approved by the
shareholders.
(a) (b) (c)
Number of securities
remaining available for
Number of securities future issuance under
to be issued upon Weighted-average equity compensation
exercise of exercise price of plans (excluding
outstanding options, outstanding options securities reflected in
Plan category warrants and rights warrants and rights column (a))
- ------------- -------------------- ------------------- -----------------------
Equity compensation plans
approved by security holders 1,173,650 $11.61 364,664
--------- ------ -------
Equity compensation plans not
approved by security holders None None None
---- ---- ----
Total..................
12
COMPARATIVE STOCK PERFORMANCE
The Performance Graph set forth on the following page compares the
cumulative total shareholder return on the Company's Common Stock for the last
five fiscal years with the cumulative total return of the Russell 2000 Index
and a peer group index based on the common stock of the following convenience
store companies: Uni-Marts Incorporated and 7-Eleven, Inc. (formerly known as
the Southland Corporation). Dairy Mart Convenience Stores, Inc. has been
deleted from the peer group index because of that company's September 2001
bankruptcy filing and subsequent delisting by the American Stock Exchange. 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, 1997, and reinvestment of all dividends. The total
shareholder returns shown are not intended to be indicative of future returns.
[CHART]
Casey's
General
Stores, Inc. Peer Group Russell 2000
4/97 100 100 100
4/98 174.31 83.85 142.40
4/99 141.66 70.39 129.23
4/00 125.58 105.62 153.03
4/01 130.45 56.13 148.66
4/02 141.78 52.20 158.58
The above Performance Graph and related disclosure, as well as the Reports
of the Compensation Committee (set forth on pages 7 and 8 hereof) and the Audit
Committee (set forth on page 14 hereof) shall not be deemed incorporated by
reference by any general statement incorporating this Proxy Statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such acts.
13
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 current members of the Compensation Committee are
Messrs. Fitzgibbon (Chairman), Haynie, Taylor and Ms. Sullivan. Mr. Haynie is a
shareholder with Ahlers, Cooney, Dorweiler, Haynie, Smith & Allbee, P.C., a law
firm in Des Moines, Iowa. The Company retained this law firm during fiscal 2002
for legal services and expects to retain such firm in the current fiscal year.
Certain Transactions
At one store location in Des Moines, Iowa, the Company owns the building and
currently leases the land from a trust created by Mr. Lamberti's mother. The
Company's lease is for a term of 15 years and provides for a fixed monthly
rental payment of $1,300 and payment of an amount equal to 1% of sales by the
store. The amounts paid by the Company under the lease during the past three
fiscal years were $41,539 in fiscal 2000, $43,257 in fiscal 2001 and $40,540 in
fiscal 2002. The Company does not intend to lease additional store sites or
buildings from affiliated persons.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the system of
internal controls. The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with generally
accepted accounting principles.
In this context, the Committee has met and held discussions with management
and the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles, and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Committee also discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication With Audit Committees). The auditor's independence from
the Company and its management also was discussed, including the matters in the
written disclosures required by the Independence Standards Board Standard No. 1
(Independence Discussions With Audit Committees).
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors, and the Board has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the year ended April 30, 2002.
AUDIT COMMITTEE
John P. Taylor, Chairman
John R. Fitzgibbon
Kenneth H. Haynie
Patricia Clare Sullivan
14
Selection of Auditor
KPMG LLP was engaged by the Company to serve as its auditors for fiscal
2002. Representatives of KPMG LLP will be in attendance at the Annual Meeting
to be held on September 20, 2002, and will be available to respond to
appropriate questions and may make a statement if they so desire.
Independent Auditor Fees
The following table sets forth the aggregate fees billed to the Company and
subsidiaries for the fiscal year ended April 30, 2002 by the Company's
independent auditor, KPMG LLP:
Audit Fees (a)......................................... $ 83,400
Financial Information Systems Design and Implementation -0-
All other fees:
Audit related (b)................................... 15,600
Other (c)........................................... 94,250
--------
$193,250
========
- --------
(a) Includes fees for review of Securities and Exchange Commission filings.
(b) Audits of employee benefit plans.
(c) Fees for tax return preparation and consulting.
The Audit Committee has advised the Company that it has determined the
non-audit services rendered by KPMG LLP during the Company's most recent year
are compatible with maintaining the independence of the auditors.
ANNUAL REPORTS
The Company's 2002 Annual Report, including consolidated financial
statements, is being mailed to shareholders with this Proxy Statement, but does
not form a part of the material for the solicitation of proxies. 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 2002, including the
consolidated 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 may require the payment of a fee
covering its reasonable expenses. A written request should be addressed to the
Secretary/Treasurer, Casey's General Stores, Inc., One Convenience Blvd.,
Ankeny, Iowa 50021-0845.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the annual meeting of
shareholders in 2003 must be received by the Company by April 8, 2003 in order
to be eligible for inclusion in the Company's proxy statement and proxy card
relating to such meeting. Upon timely receipt of any such proposal, the Company
will determine whether or not to include such proposal in the proxy statement
and proxy in accordance with applicable SEC regulations governing the
solicitation of proxies.
The Company's Bylaws contain advance notice procedures relating to
shareholder nominations of directors and other business to be brought before an
annual meeting of shareholders other than by or at the direction of the Board
of Directors. Under the Bylaws, in order for a shareholder to nominate a
director candidate for election at an annual meeting of shareholders, the
shareholder must deliver written notice thereof to the Secretary of the Company
at least 90 days prior to the one-year anniversary date of the date of the
immediately preceding annual
15
meeting of shareholders. In the case of shareholder nominations to be
considered at the 2003 Annual Meeting, therefore, such notice must be received
by the Secretary by no later than June 21, 2003. 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 pursuant to the proxy rules of the SEC had the
nominee(s) been nominated by the Board of Directors, 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
compliance with the foregoing procedure.
Under the Bylaws, a shareholder may bring other business before an annual
meeting of shareholders only by delivering written notice to the Company within
the time limit described above for shareholder nominations of director
candidates. The notice must set forth certain information concerning such
shareholder and all persons or entities acting in concert with the shareholder,
including their names, addresses and number of shares owned of record, a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, a description
of all arrangements or understandings between such shareholder and any other
persons in connection with the proposal of such business, a representation that
such shareholder is entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to bring such business before the meeting and
such other information regarding the proposal as would be required to be
included in a proxy statement filed with the SEC. The Chairman of the meeting
may determine that particular items of business were not properly brought
before the annual meeting in accordance with the Bylaws, in which case any such
business shall not be transacted.
A shareholder proponent must be a shareholder of the Company both at the
time of giving of notice and at the time of the meeting and who is entitled to
vote at the meeting. Any such notice must be given to the Secretary of the
Company, whose address is One Convenience Blvd., Ankeny, Iowa 50021-0845. Any
shareholder desiring a copy of the Bylaws will be furnished a copy without
charge upon written request of the Secretary. The time limits described above
also apply in determining whether notice is timely for purposes of Rule
14a-4(c)(1) under the Securities Exchange Act of 1934 relating to exercise of
discretionary voting authority, and are separate and apart from, and in
addition to, the SEC requirements that a shareholder must meet in order to have
a shareholder proposal included in the Company's proxy statement for an annual
meeting.
OTHER MATTERS
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 intention of the persons named in the enclosed proxy to
vote the same in accordance with their judgment on such other matters.
By Order of the Board of Directors,
/s/ John G. Hammon
John G. Harmon
Secretary/Treasurer
August 6, 2002
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
16
CASEY'S GENERAL STORES, INC. PROXY
ONE CONVENIENCE BOULEVARD
ANKENY, IOWA 50021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO]
The undersigned hereby appoints Donald F. Lamberti and Ronald M. Lamb as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all of the shares of Common
Stock of Casey's General Stores, Inc. held of record by the undersigned on
August 2, 2002 at the Annual Meeting of shareholders to be held on September 20,
2002, or any adjournment thereof.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
__
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
__
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name.)
__ __
__ Donald F. Lamberti __ Ronald M. Lamb
__ __
__ John G. Harmon __ John R. Fitzgibbon
__ __
__ Kenneth H. Haynie __ Patricia Clare Sullivan
__
__ John P. Taylor
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(To be signed on the other side.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
DATED: _____________________, 2002
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
Please sign exactly as name appears. When
shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
CASEY'S GENERAL STORES, INC. INSTRUCTION
ONE CONVENIENCE BOULEVARD CARD
ANKENY, IOWA 50021
[LOGO]
INSTRUCTIONS TO: UMB Bank, n.a., as Trustee of the Seventh Amended and
Restated Casey's General Stores, Inc. Employees' Stock
Ownership Plan and Trust (the "ESOP").
I hereby direct that the voting rights pertaining to all shares of Common
Stock of Casey's General Stores, Inc. held by the Trustee and allocated to my
account in the ESOP shall be exercised at the Annual Meeting of the shareholders
of Casey's General Stores, Inc. to be held on September 20, 2002, or at any
adjournment of such meeting, in accordance with the instructions below, in
voting upon the election of Directors, and on any other business that may
properly come before the meeting.
1. PROPOSAL 1 - ELECTION OF DIRECTORS
--
__ FOR ALL NOMINEES LISTED BELOW
(except as marked to the contrary below).
--
__ WITHHOLD AUTHORITY to vote for all nominees below.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name.)
-- --
__ Donald F. Lamberti __ Ronald M. Lamb
-- --
__ John G. Harmon __ John R. Fitzgibbon
-- --
__ Kenneth H. Haynie __ Patricia Clare Sullivan
--
__ John P. Taylor
2. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
(To be signed on the other side.)
CASEY'S GENERAL STORES, INC.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST
You are entitled to direct the voting of the total number of shares of
Common Stock of Casey's General Stores, Inc. allocated to your account in the
ESOP through August 2, 2002, the record date for voting at the September 20,
2002 Annual Meeting of shareholders, if your completed and signed Instruction
Card is received by the Trustee no later than September 18, 2002. If your voting
instructions are not timely received by the Trustee, the shares allocated to
your account and the other shares held by the Trustee for which no instructions
were timely received will be voted by the Trustee in the same manner and
proportion as the Trustee votes shares for which the Trustee does receive timely
instructions.
DATED: _____________________, 2002
-----------------------------------
Participant's Signature
(Please sign exactly as your name
appears)
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.