-----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, BcR+y45A3N1i97uuZYCVvQkQ05IoQf2bkk12FGFM9kHItZz6BEthZVJLQ3Ox15zw PLpt6P7PTnxvIOk29sc2QQ== /in/edgar/work/20000908/0000950131-00-005246/0000950131-00-005246.txt : 20000922 0000950131-00-005246.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950131-00-005246 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000731 FILED AS OF DATE: 20000908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEYS GENERAL STORES INC CENTRAL INDEX KEY: 0000726958 STANDARD INDUSTRIAL CLASSIFICATION: [5412 ] IRS NUMBER: 420935283 STATE OF INCORPORATION: IA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12788 FILM NUMBER: 719188 BUSINESS ADDRESS: STREET 1: P.O. BOX 3001 CITY: ANKENY STATE: IA ZIP: 50021 BUSINESS PHONE: 5152437611 MAIL ADDRESS: STREET 1: PO BOX 3001 CITY: ANKENY STATE: IA ZIP: 50026 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Quarter Ended July 31, 2000 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 BOULEVARD, 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 and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, No Par Value 49,466,762 shares (Class) (Outstanding at September 1, 2000) CASEY'S GENERAL STORES, INC. INDEX
Page PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. Consolidated condensed balance sheets - July 31, 2000 and April 30, 2000 3 Consolidated condensed statements of income - three months ended July 31, 2000 and 1999 5 Consolidated condensed statements of cash flows - three months ended July 31, 2000 and 1999 6 Notes to consolidated condensed financial statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 13 Item 6. Exhibits and Reports on Form 8-K. 14 SIGNATURE 16
-2- PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Financial Statements. -------------------- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (DOLLARS IN THOUSANDS)
July 31, April 30, 2000 2000 -------- --------- ASSETS Current assets: Cash and cash equivalents $ 17,034 15,917 Short-term investments 27,104 7,925 Receivables 4,277 4,111 Inventories 49,730 41,363 Prepaid expenses 6,241 5,745 -------- ------- Total current assets 104,386 75,061 -------- ------- Long-term investments 10,812 -- Other assets 1,497 1,513 Property and equipment, net of accumulated depreciation July 31, 2000, $255,496 April 30, 2000, $245,858 565,112 546,991 -------- ------- $681,807 623,565 ======== =======
See notes to consolidated condensed financial statements. -3- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Continued) (DOLLARS IN THOUSANDS) LIABILITIES AND SHAREHOLDERS' EQUITY
July 31, April 30, 2000 2000 -------- --------- Current liabilities: Notes payable $ 400 45,950 Current maturities of long-term debt 9,713 9,703 Accounts payable 58,543 60,959 Accrued expenses 25,084 21,948 Income taxes payable 9,905 2,091 -------- ------- Total current liabilities 103,645 140,651 -------- ------- Long-term debt, net of current maturities 191,433 112,896 -------- ------- Deferred income taxes 59,150 57,650 -------- ------- Deferred compensation 3,757 3,606 -------- ------- Shareholders' equity Preferred stock, no par value -- -- Common Stock, no par value 38,006 37,930 Retained earnings 285,816 270,832 -------- ------- Total shareholders' equity 323,822 308,762 -------- ------- $681,807 623,565 ======== =======
See notes to consolidated condensed financial statements. -4- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended July 31, ------------------ 2000 1999 -------- ------- Net sales $528,891 387,194 Franchise revenue 1,145 1,514 -------- ------- 530,036 388,708 -------- ------- Cost of goods sold 428,062 302,702 Operating expenses 63,892 51,580 Depreciation and amortization 10,071 9,095 Interest, net 2,971 2,002 -------- ------- 504,996 365,379 -------- ------- Income before income taxes 25,040 23,329 Federal and state income taxes 9,315 8,678 -------- ------- Net income $ 15,725 14,651 ======== ======= Earnings per common share Basic $ .32 .28 ======== ======= Diluted $ .32 .28 ======== =======
See notes to consolidated condensed financial statements. -5- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (DOLLARS IN THOUSANDS)
Three Months Ended July 31, ------------------- 2000 1999 -------- ------- Cash flows from operations: Net income $ 15,725 14,651 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 10,071 9,095 Deferred income taxes 1,500 1,750 Changes in assets and liabilities: Receivables (166) (513) Inventories (8,367) (4,218) Prepaid expenses (496) (107) Accounts payable (2,416) 11,008 Accrued expenses 3,136 (690) Income taxes payable 7,814 6,678 Other, net (110) 500 -------- ------- Net cash provided by operations 26,691 38,154 -------- ------- Cash flows from investing: Purchase of property and equipment (28,453) (27,151) Purchase of investments (34,190) (2,748) Sale of investments 4,737 1,620 -------- ------- Net cash used in investing activities (57,906) (28,279) -------- -------
-6- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (DOLLARS IN THOUSANDS)
Three Months Ended July 31, ------------------ 2000 1999 -------- ------ Cash flows from financing: Proceeds from long-term debt 80,000 -- Payment of long-term debt (1,453) (1,370) Net activity of short-term debt (45,550) (4,500) Proceeds from exercise of stock options 76 182 Payment of cash dividends (741) (790) -------- ------ Net cash provided by (used in) financing activities 32,332 (6,478) -------- ------ Net increase in cash and cash equivalents 1,117 3,397 Cash and cash equivalents at beginning of the period 15,917 5,935 -------- ------ Cash and cash equivalents at end of the period $ 17,034 9,332 ======== ======
See notes to consolidated condensed financial statements. -7- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying consolidated condensed financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. 2. The accompanying consolidated condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of July 31, 2000, and the results of operations for the three months ended July 31, 2000 and 1999, and changes in cash flows for the three months ended July 31, 2000 and 1999. 3. The Company's financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement. -8- Item 2. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations. ----------------------------------- Financial Condition and Results of Operations (Dollars in Thousands) -------------------------------------------------------------------- Casey's derives its revenue from the retail sale of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages and non-food products such as health and beauty aids, tobacco products, automotive products and gasoline by Company stores and from wholesale sales of certain grocery and general merchandise items and gasoline to franchised stores. The Company also generates revenues from continuing monthly royalties based on sales by franchised stores, sign and facade rental fees and the provision of certain maintenance, transportation and construction services to the Company's franchisees. A typical store is generally not profitable for its first year of operation due to start-up costs and will usually attain representative levels of sales and profits during its second or third year of operation. Due to the nature of the Company's business, most sales are for cash, and cash provided by operations is the Company's primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of July 31, 2000, the Company's ratio of current assets to current liabilities was 1.01 to 1. The ratio at July 31, 1999 and April 30, 2000, was .84 to 1 and .53 to 1, respectively. Management believes that the Company's current bank lines of credit, together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business. Net cash provided by operations decreased $11,463 (30%) in the three months ended July 31, 2000 from the comparable period in the prior year, primarily as a result of an increase in inventories and a decrease in accounts payable. Cash flows from investing in the three months ended July 31, 2000 decreased primarily due to the increase in the purchase of investments. Cash flows from financing increased, primarily as a result of the proceeds from long-term debt exceeding the reduction of short-term debt. Cash flows in the future are expected to decrease as a result of the anticipated growth in capital expenditures. Capital expenditures represent the single largest use of Company funds. Management believes that by reinvesting in Company stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first three months of fiscal 2001, the Company expended $28,453 for property and -9- equipment, primarily for the construction and remodeling of Company stores, compared to $27,151 for the comparable period in the prior year. The Company anticipates expending approximately $90,000 in fiscal 2001 for construction and remodeling of Company stores, primarily from funds generated by operations, existing cash and short-term investments and bank lines of credit. As of July 31, 2000, the Company had long-term debt of $191,433, consisting of $10,500 in principal amount of 7.70% Senior Notes, $30,000 in principal amount of 7.38% Senior Notes, $10,800 in principal amount of 6.55% Senior Notes, $50,000 in principal amount of Senior Notes, Series A through Series F, with interest rates ranging from 6.18% to 7.23%, $80,000 in principal amount of 7.89% Senior Notes, Series A, $6,900 of mortgage notes payable, and $3,233 of capital lease obligations. Interest on the 7.70% Senior Notes is payable on the 15th day of each month at the rate of 7.70% per annum. Principal of the 7.70% Senior Notes matures in forty quarterly installments beginning March 15, 1995. The Company may prepay the 7.70% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of February 1, 1993 between the Company and the purchasers of the 7.70% Senior Notes. Interest on the 7.38% Senior Notes is payable semi-annually on the twenty- eighth day of June and December in each year, commencing June 28, 1996, and at maturity, at the rate of 7.38% per annum. The 7.38% Senior Notes mature on December 28, 2020, with prepayments of principal commencing December 28, 2010 and ending June 28, 2020, inclusive, with the remaining principal payable at maturity on December 28, 2020. The Company may prepay the 7.38% Senior Notes in whole or in part at any time in an amount not less than $1,000 or in integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1995 between the Company and the purchaser of the 7.38% Senior Notes. Interest on the 6.55% Senior Notes is payable quarterly on the 18th day of March, June, September and December of each year, commencing March 18, 1998, and at maturity, at the rate of 6.55% per annum. Principal of the 6.55% Senior Notes matures in five annual installments commencing December 18, 1999. The Company may prepay the 6.55% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1997 between the Company and the purchasers of the 6.55% Senior Notes. -10- Interest on the 6.18% to 7.23% Senior Notes, Series A through Series F, is payable on the 23rd day of each April and October. Principal of the 6.18% to 7.23% Senior Notes, Series A through Series F, matures in various installments beginning April 23, 2004. The Company may prepay the 6.18% to 7.23% Senior Notes, Series A through Series F, in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of April 15, 1999 between the Company and the purchasers of the 6.18% to 7.23% Senior Notes, Series A through Series F. Interest on the 7.89% Senior Notes, Series A, is payable semi-annually on the 15th day of May and November in each year, commencing November 15, 2000, and at maturity, at the rate of 7.89% per annum. The 7.89% Senior Notes mature on May 15, 2010, with prepayments of principal commencing on May 15, 2004 and on each May 15 thereafter to and including May 15, 2009, with the remaining principal payable at maturity on May 15, 2010. The Company may prepay the 7.89% Senior Notes in whole or in part at any time in an amount not less than $2,000 in the case of a partial prepayment at a redemption price calculated in accordance with the Note Purchase Agreement dated as of May 1, 2000 between the Company and the purchasers of the 7.89% Senior Notes. To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of the 6-1/4% Convertible Subordinated Debentures (which were converted into shares of Common Stock in 1994), the above-described Senior Notes, a mortgage note and through funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of Company stores are expected to be met from cash generated by operations, existing cash, investments and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double-wall construction, over-fill protection and electronic tank monitoring, and the Company has an active inspection and renovation program with respect to its older USTs. The Company currently has 2,369 USTs, of which 2,039 are fiberglass and 330 are steel. -11- Management believes that its existing gasoline procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations. Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In each of the years ended April 30, 2000 and 1999, the Company spent approximately $447 and $516, respectively, for assessments and remediation. During the three months ended July 31, 2000, the Company expended approximately $178 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of July 31, 2000, a total of approximately $4,800 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws. The Company has accrued a liability at July 31, 2000, of approximately $200 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. Three Months Ended July 31, 2000 Compared to Three Months Ended --------------------------------------------------------------- July 31, 1999 (Dollars in Thousands) - ------------- Net sales for the first quarter of fiscal 2001 increased by $141,697 (36.6%) over the comparable period in fiscal 2000. Retail gasoline sales increased by $116,280 (56.3%) as the number of gallons sold increased by 16,213 (8.3%) while the average retail price per gallon increased 44.3%. During this same period, retail sales of grocery and general merchandise increased by $24,391 (15.6%) due to the addition of 104 new Company Stores and a greater number of stores in operation for at least three years. Cost of goods sold as a percentage of net sales was 80.9% for the first quarter of fiscal 2001, compared to 78.2% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (to 8.6%) during the first quarter of fiscal 2001 from the first quarter of the prior year (9.3%). However, the gross profit margin per gallon increased (to $.1308) in the first quarter of fiscal 2001 from the comparable period in the prior year ($.0986). The gross profits on retail sales of grocery and general merchandise also decreased (to 38.4%) from the comparable period in the prior year (39.1%). -12- Operating expenses as a percentage of net sales were 12.1% for the first quarter of fiscal 2001 compared to 13.3% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by an increase in the average retail price per gallon of gasoline sold. Net income increased by $1,074 (7.3%). The increase in net income was attributable primarily to the increase in retail sales of grocery and general merchandise, an increase in the number of gallons of gasoline sold, an increase in the gross profit margin per gallon of gasoline sold, and an increased number of stores in operation for at least three years. Cautionary Statement -------------------- The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company's expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company's cash balances and cash generated from operations and financing activities for the Company's future liquidity and capital resource needs. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitations, the factors described in the Cautionary Statement Relating to Forward-Looking Statements included as Exhibit 99 to the Form 10-Q for the fiscal quarter ended January 31, 1997. PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings ----------------- The Company from time to time is a party to legal proceedings arising from the conduct of its business operations, including proceedings relating to personal injury and employment claims, environmental remediation or contamination, disputes under franchise agreements and claims by state and federal regulatory authorities relating to the sale of products pursuant to state or federal licenses or permits. Management does not believe that the potential liability of the Company with respect to such other proceedings pending as of the date of this Form 10-Q is material in the aggregate. -13- Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) The following exhibits are filed with this Report or, if so indicated, incorporated by reference. Exhibit No. Description ------- ----------- 3.2(a) Restatement of Amended and Restated Bylaws (h) and amendments thereof (l) 4.2 Rights Agreement between Casey's General Stores, Inc. and United Missouri Bank of Kansas City, N.A., as Rights Agent (a), and amendments thereto (b), (c), (d), (i), (j) 4.3 Note Agreement dated as of February 1, 1993 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America (e) and First Amendment thereto (f) 4.4 Note Agreement dated as of December 1, 1995 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company (f) 4.5 Note Agreement dated as of December 1, 1997 among the Company and Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America and TMG Life Insurance Company (g) 4.6 Note Agreement dated as of April 15, 1999 among the Company and Principal Life Insurance Company and other purchasers of the 6.18% to 7.23% Senior Notes, Series A through Series F (i) 4.7 Note Purchase Agreement dated as of May 1, 2000 among the Company and the purchasers of the 7.89% Senior Notes, Series 2000-A (k) 11 Statement regarding computation of per share earnings -14- 27 Financial Data Schedule 99 Cautionary Statement Relating to Forward-Looking Statements (h) - ------------------- (a) Incorporated by reference from the Registration Statement on Form 8-A (0-12788) filed June 19, 1989 relating to Common Share Purchase Rights. (b) Incorporated by reference from the Form 8 (Amendment No. 1 to the Registration Statement on Form 8-A filed June 19, 1989) filed September 10, 1990. (c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994. (d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994. (e) Incorporated by reference from the Current Report on Form 8-K filed February 18, 1993. (f) Incorporated by reference from the Current Report on Form 8-K filed January 11, 1996. (g) Incorporated by reference from the Current Report on Form 8-K filed January 7, 1998. (h) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. (i) Incorporated by reference from the Current Report on Form 8-K filed May 10, 1999. (j) Incorporated by reference from the Current Report on Form 8-K filed September 27, 1999. (k) Incorporated by reference from the Current Report on Form 8-K filed May 23, 2000. (l) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1997. -15- SIGNATURE Pursuant to the requirements 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: September 5, 2000 By: /s/ John G. Harmon ------------------ John G. Harmon Secretary/Treasurer (Authorized Officer and Principal Financial Officer) -16- EXHIBIT INDEX -------------
Exhibit No. Description Page - ----------- ----------- ---- 3.2(a) Amendment to Amended and 18 Restated Bylaws 11 Statement regarding 20 computation of per share earnings 27 Financial Data Schedule 21
-17- EX-3.2(A) 2 0002.txt AMENDMENT TO AMENDED AND RESTATED BYLAWS Exhibit 3.2(a) AMENDMENT TO AMENDED AND RESTATED BYLAWS OF CASEY'S GENERAL STORES, INC. Pursuant to action of the Board of Directors of Casey's General Stores, Inc. on June 6, 2000, the Amended and Restated Bylaws of Casey's General Stores, Inc., in the form adopted on March 3, 1997 and amended on August 25, 1997, are hereby further amended in the following respects: 1. By deleting Article XIV thereof and by inserting, in lieu thereof, the following provision as a new Article XIV: ARTICLE XIV ----------- AUDIT COMMITTEE Section 1. Appointment. There shall exist a standing Audit Committee composed of not fewer than three Directors of the Corporation, all of whom shall be "independent directors" within the meaning of Nasdaq or other applicable listing standards. The members of the Audit Committee shall be designated by resolution passed by a majority of the whole Board. The Board may designate one or more qualifying Directors as alternate members of the Audit Committee, who may replace any absent or disqualified members at any meeting of the Committee. In the absence of any member of the Audit Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a majority, may unanimously appoint another qualifying member of the Board to act at the meeting in the place of any such absent or disqualified member not replaced by an alternate member designated by the whole Board. Section 2. Meeting. The Audit Committee shall meet on at least two occasions each fiscal year, as specified in the Charter referred to in Section 3 below, and on such other occasions as the members of the Committee may deem appropriate and desirable. Section 3. Authority. The Audit Committee shall have the responsibilities and perform the functions set forth in the Charter of the Audit Committee, as said Charter may exist or be amended from time to time. Section 4. Minutes. The Audit Committee shall keep regular minutes of its meetings and shall report the same to the Board when required. Section 5. Quorum. A majority of the members of the Audit Committee shall constitute a quorum for the transaction of business at any meeting thereof and action of the Audit Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Section 6. Action without a Meeting. Any action that may be taken by the Audit Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the members of the Audit Committee. Section 7. Vacancies. Any vacancy in the Audit Committee may be filled by a resolution adopted by a majority of the full Board. Section 8. Resignation and Removal. Any member of the Audit Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board. Any member of the Audit Committee may resign from the Audit Committee at any time by giving written notice to the Chief Executive Officer, Chief Operating Officer, President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 9. Procedure. The Audit Committee shall elect a presiding officer from its members and may fix its own rules or procedure which shall not be inconsistent with these By-Laws. 2. The foregoing Amendment shall be in full force and effect from and after June 6, 2000, the date of the Board of Directors' approval thereof. CASEY'S GENERAL STORES, INC. By: /s/ John G. Harmon ----------------------------------- John G. Harmon, Secretary/Treasurer (SEAL) EX-11 3 0003.txt STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS Exhibit 11 CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings (Dollars in Thousands, Except Share and Per Share Amounts)
Three Months Ended July 31, ----------------------- 2000 1999 ---- ---- Basic earnings per share - ------------------------ Weighted average number of shares outstanding 49,453,095 52,718,162 =========== ========== Net income $ 15,725 14,651 =========== ========== Basic earnings per common share $ .32 .28 =========== ========== Diluted earnings per share - -------------------------- Weighted average number of shares outstanding 49,453,095 52,718,162 Shares applicable to stock options 146,296 300,955 ----------- ---------- 49,599,391 53,019,117 =========== ========== Net income $ 15,725 14,651 =========== ========== Diluted earnings per common share $ .32 .28 =========== ==========
EX-27 4 0004.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JULY 31, 2000 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS APR-30-2001 MAY-01-2000 JUL-31-2000 17,034 27,104 4,277 0 49,730 104,386 820,608 255,496 681,807 103,645 191,433 0 0 38,006 285,816 681,807 528,891 530,036 428,062 428,062 73,963 0 2,971 25,040 9,315 15,725 0 0 0 15,725 .32 .32 SHORT-TERM INVESTMENTS LONG-TERM DEBT, NET OF CURRENT MATURITIES REAINED EARNINGS
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