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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 27, 1999
COMMISSION FILE NUMBER 0-12788
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE CONVENIENCE BLVD., ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant's telephone number, including area code)
NONE
(Former name, former address
if changed since last report)
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Item 5. Other Events.
On April 27, 1999, Casey's General Stores, Inc. (the "Company") issued
$50,000,000 in aggregate principal amount of Senior Notes, Series A through
Series F (together, the "Senior Notes"), pursuant to the terms of a Note
Agreement dated as of April 15, 1999 (the "Note Agreement") by and among the
Company and Principal Life Insurance Company, Principal Life Insurance Company,
on behalf of one or more separate accounts, Commercial Union Life Insurance
Company of America, AmerUs Life Insurance Company, American Investors Life
Insurance Company, TMG Life Insurance Company, Modern Woodmen of America and
Ameritus Life Insurance Corp. (together, the "Purchasers"). The Company will
apply the proceeds from the sale of the Senior Notes to fund the payment and
retirement of certain outstanding Company indebtedness and general working
capital purposes.
The 6.18% Series A Senior Notes, issued in the aggregate principal
amount of $5,000,000, bear interest at the rate of 6.18% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 8.18% per annum. The 6.18%
Series A Senior Notes mature on April 23, 2004.
The 6.23% Series B Senior Notes, issued in the aggregate principal
amount of $5,000,000, bear interest at the rate of 6.23% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 8.23% per annum. The 6.23%
Series B Senior Notes mature on April 23, 2005.
The 6.50% Series C Senior Notes, issued in the aggregate principal
amount of $20,000,000, bear interest at the rate of 6.50% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 8.50% per annum. The 6.50%
Series C Senior Notes mature on April 23, 2009.
In addition to the payment of all outstanding principal of the Senior
Notes at maturity, and regardless of the amount of Senior Notes which may be
outstanding from time to time, the Company shall prepay and there shall become
due and payable on the twenty-third day of April in each year, prepayment of the
principal amount of the 6.50%
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Series C Senior Notes in the amount of $4,000,000, or such lesser amount as
would constitute payment in full on the 6.50% Series C Senior Notes, commencing
April 23, 2005 and ending April 23, 2008, inclusive, with the remaining
principal payable at maturity on April 23, 2009 (the "6.50% Series C Required
Prepayments"). Each such 6.50% Series C Required Prepayment shall be at a price
of 100% of the principal amount prepaid, together with interest accrued thereon
to the date of prepayment.
The 6.84% Series D Senior Notes, issued in the aggregate principal
amount of $7,000,000, bear interest at the rate of 6.84% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 8.84% per annum. The 6.84%
Series D Senior Notes mature on April 23, 2014.
In addition to the payment of all outstanding principal of the Senior
Notes at maturity, and regardless of the amount of Senior Notes which may be
outstanding from time to time, the Company shall prepay and there shall become
due and payable on the twenty-third day of April in each year, prepayment of the
principal amount of the 6.84% Series D Senior Notes in the amount of $1,000,000,
or such lesser amount as would constitute payment in full on the 6.84% Series D
Senior Notes, commencing April 23, 2008 and ending April 23, 2013, inclusive,
with the remaining principal payable at maturity on April 23, 2014 (the "6.84%
Series D Required Prepayments"). Each such 6.84% Series D Required Prepayment
shall be at a price of 100% of the principal amount prepaid, together with
interest accrued thereon to the date of prepayment.
The 7.08% Series E Senior Notes, issued in the aggregate principal
amount of $8,000,000, bear interest at the rate of 7.08% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 9.08% per annum. The 7.08%
Series E Senior Notes mature on April 23, 2014.
The 7.23% Series F Senior Notes, issued in the aggregate principal
amount of $5,000,000, bear interest at the rate of 7.23% per annum prior to
maturity, payable semi-annually on the twenty-third day of April and October of
each year, commencing October 23, 1999, and at maturity, and bear interest on
overdue principal, premium, if any, and (to the extent legally enforceable) on
any overdue installment of interest at the rate of 9.23% per annum. The 7.23%
Series F Senior Notes mature on April 23, 2019.
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Upon notice as provided in the Note Agreement, the Company may at any
time prepay the Senior Notes, in whole or in part, at any time, in an amount of
not less than $1,000,000 or in integral multiples of $100,000 in excess thereof
(the "Optional Prepayments"). Each Optional Prepayment shall be at a price of
(i) 100% of the principal amount to be prepaid, plus interest accrued thereon to
the date of prepayment, if the Reinvestment Yield (as defined in the Note
Agreement) on the applicable Determination Date (as defined in the Note
Agreement), equals or exceeds the interest rate payable on or in respect of the
applicable Senior Notes, or (ii) 100% of the principal amount to be prepaid,
plus interest accrued thereon to the date of prepayment, plus a premium, if the
Reinvestment Yield on such Determination Date is less than the interest rate
payable on or in respect of the applicable Senior Notes. The premium shall equal
(X) the aggregate present value of the amount of principal being prepaid and the
present value of the amount of interest (exclusive of interest accrued to the
date of prepayment) which would have been payable in respect of such principal
absent such prepayment, determined by discounting each such amount utilizing an
interest factor equal to the Reinvestment Yield, less (Y) the principal amount
to be prepaid. Any Optional Prepayment of less than all of the Senior Notes
outstanding shall be applied to reduce, pro rata, each of the Required
Prepayments and the final payment at maturity.
In the Note Agreement, the Company makes certain representations and
warranties to the Purchasers and, while any of the Senior Notes are outstanding,
agrees to comply with certain affirmative covenants addressing, among other
matters, the maintenance of corporate existence, insurance, properties and
records and the provision of certain financial information and reports to the
Purchasers. The Company also agrees to be bound by certain negative covenants
while the Senior Notes are outstanding addressing, among other matters, the net
worth, indebtedness and fixed charge ratio to be maintained while the Senior
Notes are outstanding, additional Liens (as defined in the Note Agreement),
mergers or consolidations, sale of assets and restricted investments. Upon the
occurrence of an Event of Default (which, as more fully defined in the Note
Agreement, would include, among other matters, nonpayment of the principal of or
interest on the Senior Notes or a breach of any of the foregoing covenants), the
Purchasers may declare the entire principal amount of the Senior Notes, together
with the premium described in the Note Agreement and all accrued interest, to be
immediately due and payable.
Attached hereto as Exhibit 4.6 and incorporated herein by reference is
a copy of the Note Agreement between the Company and the Purchasers, and the
Annexes and Exhibits thereto, as follows: Annex I - Subsidiaries; Annex II -
Existing Indebtedness of the Company; Annex III - Description of Liens; Annex IV
- - Schedule of Insurance;
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Annex V - Iowa Franchise Law Disclosure; Exhibit A - Form of Senior Note; and
Exhibit B - Statement Regarding Legal Opinions. The foregoing description of the
Senior Notes is qualified in its entirety by reference to the Note Agreement and
the form of Senior Note described therein.
Separately, acting at a special meeting on May 5, 1999, the Board of
Directors of the Company approved a Third Amendment to Rights Agreement (the
"Third Amendment") between the Company and UMB Bank, n.a., as Rights Agent, for
the purpose of extending the Company's existing Shareholder Rights Plan and
amending the same in several respects. The Third Amendment (which amends the
Rights Agreement dated as of June 14, 1989 between the Company and the Rights
Agent) (i) amends the definition of an "Acquiring Person" to lower the threshold
for triggering the issuance of Right Certificates from an acquisition of 20% of
the outstanding shares to a 15% level, and to specify that certain persons who
acquire shares inadvertently and with a good faith belief that no distribution
of the Rights would occur may be excluded from the definition if they promptly
divest themselves of those shares in excess of the 15% threshold, (ii) makes a
conforming change to Section 3(a) of the Rights Agreement with respect to the
15% threshold for issuance of Right Certificates, (iii) extends the term of the
Rights Agreement until June 14, 2009 and (iv) adjusts the Purchase Price of the
Rights from its current level of $27.50 to $60.
Attached hereto as Exhibit 4.2 and incorporated herein by reference is
a copy of the Third Amendment between the Company and the Rights Agent. The
foregoing description of the Third Amendment and the Rights is qualified in its
entirety by reference to the Rights Agreement, the amendments thereto (including
the Third Amendment) and the form of Right Certificate described therein.
Item 7. Exhibits.
4.2 Third Amendment to Rights Agreement, dated as of May 5, 1999,
between Casey's General Stores, Inc. and UMB Bank, n.a., as
Rights Agent.
4.6 Note Agreement, dated as of April 15, 1999, among Casey's
General Stores, Inc. and Principal Life Insurance Company,
Principal Life Insurance Company, on behalf of one or more
separate accounts, Commercial Union Life Insurance Company of
America, AmerUs Life Insurance Company, American Investors
Life Insurance Company, TMG Life Insurance Company, Modern
Woodmen of America and Ameritus Life Insurance Corp.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: May 6, 1999 By: /S/ John G. Harmon
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John G. Harmon
Secretary/Treasurer
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EXHIBITS
Exhibit Description Page
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4.2 Third Amendment to Rights Agreement dated
as of May 5, 1999 between Casey's General
Stores, Inc. and UMB Bank, n.a., as Rights Agent
4.6 Note Agreement dated as of April 15, 1999
between Casey's General Stores, Inc. and
Principal Life Insurance Company, Principal
Life Insurance Company, on behalf of
one or more separate accounts, Commercial
Union Life Insurance Company of America,
AmerUs Life Insurance Company, American
Investors Life Insurance Company, TMG Life
Insurance Company, Modern Woodmen of
American and Ameritus Life Insurance Corp.
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