-----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, FEqRLZp16Y+hapOYgb8ZPP58CYHNTvxUxZzIFroRvFnUsbPCF8CWKyqQcX3nQgGA pl7yKyasqS1IwOtkmw1MCQ== 0000726958-98-000012.txt : 19980403 0000726958-98-000012.hdr.sgml : 19980403 ACCESSION NUMBER: 0000726958-98-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980302 ITEM INFORMATION: FILED AS OF DATE: 19980402 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-K SEC ACT: SEC FILE NUMBER: 000-12788 FILM NUMBER: 98586074 BUSINESS ADDRESS: STREET 1: ONE CONVENIENCE BLVD CITY: ANKENY STATE: IA ZIP: 50021 BUSINESS PHONE: 5159656100 8-K 1 8-K FILING (MARCH 2, 1998) 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): March 2, 1998 Commission File Number 0-12788 CASEY'S GENERAL STORES, INC. (Exact name of registrant as specified in its charter) IOWA 42-0935283 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ONE CONVENIENCE BLVD., ANKENY, IOWA (Address of principal executive offices) 50021 (Zip Code) (515) 965-6100 (Registrant's telephone number, including area code) NONE (Former name, former address if changed since last report) Item 5. OTHER EVENTS. On March 2, 1998, the Board of Directors approved amendments to the existing employment agreements with Donald F. Lamberti and Ronald M. Lamb, under which Mr. Lamb would assume the position of Chief Executive Officer of the Company and Mr. Lamberti would assume a new position as Chairman of the Executive Committee. The amendments are intended to implement the transition of Mr. Lamb to the position of Chief Executive Officer, and become effective as of May 1, 1998. Copies of the amendments are being filed as exhibits to this Form 8-K. Item 7. EXHIBITS. 10.21(b) First Amendment to Amended and Restated Employment Agreement with Donald F. Lamberti 10.22(b) First Amendment to Amended and Restated Employment Agreement with Ronald M. Lamb 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: April 1, 1998 By: /s/ Douglas K. Shull ----------------------------- Douglas K. Shull Treasurer and Chief Financial Officer EXHIBITS EXHIBIT DESCRIPTION PAGE 10.21(b) First Amendment to Amended and Restated 5 Employment Agreement with Donald F. Lamberti 10.22(b) First Amendment to Amended and Restated 7 Employment Agreement with Ronald M. Lamb EX-10.21(B) 2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.21(b) FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (the "Amendment") is made and entered into as of the 26th day of March, 1998 by and between Casey's General Stores, Inc., an Iowa corporation (the "Company") and Donald F. Lamberti ("Lamberti"). WHEREAS, the Company and Lamberti are parties to an Amended and Restated Employment Agreement dated as of October 24, 1997 (the "Original Agreement"), providing for Lamberti's employment as Chief Executive Officer of the Company under the terms and conditions set forth therein; and WHEREAS, the Company and Lamberti have agreed that, effective as of May 1, 1998, Ronald M. Lamb shall serve as Chief Executive Officer of the Company and that Lamberti will continue to serve the Company as the Chairman of the Executive Committee. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, the parties hereto agree as follows: 1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of Section 3 of the Original Agreement is hereby amended to read as follows: 3. Duties of Lamberti. During the period of his employment in the capacity as Chairman of the Executive Committee, Lamberti will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that Lamberti shall act as liaison between the Chief Executive Officer of the Company and the Board of Directors to assure that all matters for consideration are communicated to members on a timely basis. At times when neither the Board of Directors nor the Executive Committee are in session, Lamberti shall be available to receive the report of the Chief Executive Officer on their behalf. In addition, Lamberti shall have such other duties and responsibilities as shall be mutually agreed upon by Lamberti and the Chief Executive Officer of the Company, including but not limited to providing assistance to the Chief Executive Officer in representing the Company at business or public occasions. The Company agrees that Lamberti shall continue to occupy his present office as Chairman of the Executive Committee and shall at all times have such authority and discretion as is required in the carrying out of Lamberti's duties in a proper and efficient manner, subject to review by the Chief Executive Officer and the Board of Directors. 2. OTHER REFERENCES TO POSITION AS CHIEF EXECUTIVE OFFICER. All other references in the Original Agreement to Lamberti's position and service as Chief Executive Officer of the Company are hereby amended to hereafter refer to Lamberti's position and service as Chairman of the Executive Committee. 3. RATIFICATION. Except as set forth herein, the terms and conditions of the Original Agreement are hereby ratified, confirmed and approved. 4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be deemed effective as of May 1, 1998. IN WITNESS WHEREOF, the respective parties have caused this Amendment to be executed as of the day and year first above written. CASEY'S GENERAL STORES, INC. By: /s/ Ronald M. Lamb ----------------------------- Ronald M. Lamb, President ATTEST: By: /s/ John G. Harmon ------------------------------- John G. Harmon, Corporate Secretary By: /s/ Donald F. Lamberti ------------------------------ Donald F. Lamberti EX-10.22(B) 3 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT EXHIBIT 10.22(b) FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (the "Amendment") is made and entered into as of the 26th day of March, 1998 by and between Casey's General Stores, Inc., an Iowa corporation (the "Company") and Ronald M. Lamb ("Lamb"). WHEREAS, the Company and Lamb are parties to an Amended and Restated Employment Agreement dated as of October 24, 1997 (the "Original Agreement") providing for Lamb's employment as Chief Operating Officer and President of the Company under the terms and conditions set forth therein; and WHEREAS, the Company and Lamb have agreed that, effective as of May 1, 1998, Lamb shall serve as Chief Executive Officer and President of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, the parties hereto agree as follows: 1. AMENDMENT OF SECTION 3 OF ORIGINAL AGREEMENT. The first paragraph of Section 3 of the Original Agreement is hereby amended to read as follows: 3. Duties of Lamb. During the period of his employment in the capacity as Chief Executive Officer and President, Lamb will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that the position (including status, title and reporting requirements), authority, duties and responsibilities of Lamb shall be substantially the same as those performed by Donald F. Lamberti as Chief Executive Officer of the Company prior to the date of this Agreement, and that Lamb shall at all times serve the best interests of the Company. The Company agrees that Lamb shall continue to occupy his present office as Chief Executive Officer and President and shall at all times have such authority and discretion as is required in the carrying out of Lamb's duties in a proper and efficient manner, subject to review by the Board of Directors. 2. OTHER REFERENCES TO POSITION AS CHIEF OPERATING OFFICER. All other references in the Original Agreement to Lamb's position and service as Chief Operating Officer and President of the Company are hereby amended to hereafter refer to Lamb's position and service as Chief Executive Officer and President. 3. RATIFICATION. Except as set forth herein, the terms and conditions of the Original Agreement are hereby ratified, confirmed and approved. 4. EFFECTIVE DATE OF AMENDMENT. The amendments provided for herein shall be deemed effective as of May 1, 1998. IN WITNESS WHEREOF, the respective parties have caused this Amendment to be executed as of the day and year first above written. CASEY'S GENERAL STORES, INC. By: /s/ Donald F. Lamberti ---------------------------------- Donald F. Lamberti, Chief Executive Officer ATTEST: By: /s/ John G. Harmon ----------------------------------- John G. Harmon, Corporate Secretary By: /s/ Ronald M. Lamb ----------------------------- Ronald M. Lamb -----END PRIVACY-ENHANCED MESSAGE-----