-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CuWaNcXw5UOCl32yso0pfqjDrEQ3jcJieMv72WykFzAhgrikLVTuv4kli62nWCqi +4l+cWe98R7sLaMca/pnDA== 0000726958-98-000006.txt : 19980119 0000726958-98-000006.hdr.sgml : 19980119 ACCESSION NUMBER: 0000726958-98-000006 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEYS GENERAL STORES INC CENTRAL INDEX KEY: 0000726958 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 420935283 STATE OF INCORPORATION: IA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-12788 FILM NUMBER: 98508574 BUSINESS ADDRESS: STREET 1: ONE CONVENIENCE BLVD CITY: ANKENY STATE: IA ZIP: 50021 BUSINESS PHONE: 5159656100 8-A12G/A 1 FORM 8-A12G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A12G/A AMENDMENT NO. 4 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered None _______________________________ _________________ _______________________________ Securities to be registered pursuant to Section 12(g) of the Act: COMMON SHARE PURCHASE RIGHTS (Title of Class) Item 2. EXHIBITS. 1. Officers' Certificate and attached Notice of Adjustment of Purchase Price, each dated as of January 13, 1998, issued by Casey's General Stores, Inc. pursuant to Sections 12 and 25(a) of the Rights Agreement. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CASEY'S GENERAL STORES, INC. Date: January 13, 1998 By: /s/ Donald F. Lamberti ----------------------------- Donald F. Lamberti Chief Executive Officer EXHIBITS EXHIBIT DESCRIPTION PAGE 3 Officer's Certificate with attached Notice of 5 Adjustment of Purchase Price, each dated as of January 13, 1998, issued by Casey's General Stores, Inc. pursuant to Sections 12 and 25(a) of the Rights Agreement. EX-3 2 CERTIFICATES OF CORPORATE SECRETARY [letterhead of Casey's General Stores, Inc.] OFFICERS' CERTIFICATE Pursuant to Section 12 of the Rights Agreement dated as of June 14, 1989, as amended by the First Amendment to Rights Agreement dated as of September 4, 1990 and the Second Amendment to Rights Agreement dated as of March 29, 1994 (together, the "Rights Agreement") between Casey's General Stores, Inc. (the "Company") and United Missouri Bank of Kansas City, N.A. (now known as UMB Bank, n.a.), as Rights Agent (the "Rights Agent"), the undersigned, Donald F. Lamberti, Chief Executive Officer of the Company and John G. Harmon, Corporate Secretary of the Company, hereby certify that the Board of Directors of the Company, by resolution duly adopted on December 22, 1997, has declared and authorized a two-for-one stock split in the form of a 100% stock dividend (the "Stock Dividend") for each share of Common Stock of the Company held by shareholders of record on February 2, 1998 (the "Record Date"). As a result of the Stock Dividend, and in accordance with Section 11(a)(i) of the Rights Agreement, the Purchase Price (as defined in the Rights Agreement) in effect at the time of the Record Date, and the number of shares of Common Stock issuable on such date, is being proportionately adjusted (in the case of the Purchase Price, from the existing Purchase Price of $55 per share to $27.50 per share) so that the holder of any Right (as defined in the Rights Agreement) exercised after such time shall be entitled to receive the aggregate number of shares of Common Stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend. Attached hereto is a copy of a Notice of Adjustment of Purchase Price (the "Notice"), which Notice shall serve as the summary and the notice required under Sections 12 and 25(a), respectively, of the Rights Agreement. This Notice is being mailed by the Company to each holder of a Right Certificate (as defined in the Rights Agreement) in accordance with Section 25 of the Rights Agreement, such mailing being not less than 10 days before the Record Date. WITNESS, the seal of the Company and the signatures of the undersigned this 13th day of January, 1998. /s/ Donald F. Lamberti -------------------------------------- Donald F. Lamberti, Chief Executive Officer /s/ John G. Harmon --------------------------------------- John G. Harmon, Corporate Secretary (SEAL) [letterhead of Casey's General Stores, Inc.] NOTICE OF ADJUSTMENT OF PURCHASE PRICE of COMMON SHARE PURCHASE RIGHTS NOTICE IS HEREBY GIVEN, pursuant to Sections 12 and 25(a) of the Rights Agreement dated as of June 14, 1989, as amended by the First Amendment to Rights Agreement dated as of September 4, 1990 and the Second Amendment to Rights Agreement dated as of March 29, 1994 (together, the "Rights Agreement"), between Casey's General Stores, Inc. (the "Company") and UMB Bank, n.a., as Rights Agent, that the Board of Directors of the Company, by resolution duly adopted on December 22, 1997, has declared and authorized a two-for-one stock split in the form of a 100% stock dividend (the "Stock Dividend") for each share of the Company's Common Stock (the "Common Stock") held by shareholders of record on February 2, 1998 (the "Record Date"). As a result of the Stock Dividend, and in accordance with Section 11(a)(i) of the Rights Agreement, the Purchase Price (as defined in the Rights Agreement) in effect at the time of the Record Date, and the number of shares of Common Stock issuable on such date, is being proportionately adjusted (in the case of the Purchase Price, from the existing Purchase Price of $55 per share to $27.50 per share) so that the holder of any Right (as defined in the Rights Agreement) exercised after such time shall be entitled to receive the aggregate number of shares of Common Stock which, if such Right had been exercised immediately prior to such date and at a time when the Common Stock transfer books of the Company were open, the holder would have owned upon such exercise and been entitled to receive by virtue of such dividend. This Notice of Adjustment of Purchase Price shall serve as the summary and the notice required under Sections 12 and 25(a), respectively, of the Rights Agreement. Questions concerning the adjustment of the Purchase Price or the payment of the Stock Dividend may be directed to the undersigned at the address or telephone number noted above. /s/ John G. Harmon ------------------------ Dated: January 13, 1998 John G. Harmon, Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----