-----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, G7YCay0ktcSFmuwEk8dVhZRBqCf8QAYM14KcDykFNrOeU5ChXDa2XUGGoQPTq1qP btwpOw223NIWhCH6hatatw== 0000950157-10-001571.txt : 20100826 0000950157-10-001571.hdr.sgml : 20100826 20100826165917 ACCESSION NUMBER: 0000950157-10-001571 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100826 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100826 DATE AS OF CHANGE: 20100826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEYS GENERAL STORES INC CENTRAL INDEX KEY: 0000726958 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 420935283 STATE OF INCORPORATION: IA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34700 FILM NUMBER: 101041246 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 8-K/A 1 form8ka.htm CURRENT REPORT form8ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 26, 2010


Casey’s General Stores, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-34700
 
Iowa
(State or other
jurisdiction of
incorporation)
 
 
42-0935283
(IRS Employer
Identification No.)
One Convenience Blvd.
P.O. Box 3001
Ankeny, IA 50021
(Address of principal executive offices, including zip code)
 
(515) 965-6100
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 


 
 
 

 

 
This Amendment No. 1 on Form 8-K is filed with the Securities and Exchange Commission (the SEC) as an amendment to the Current Report on Form 8-K filed with the SEC on August 26, 2010 (the Initial 8-K) by Caseys General Stores, Inc. (the Company).
 
Item 8.01.   Other Events.
         
On August 26, 2010, Casey’s General Stores, Inc. issued a press release and distributed a communication to its employees.   A copy of the employee communication is attached hereto as Exhibit 99.2, is incorporated by reference into this Item 8.01 and supersedes and replaces the employee communication attached as Exhibit 99.2 to the Initial 8-K.
 
Item 9.01.   Financial Statements and Exhibits.
 
    (d)           Exhibits
 
Exhibit No.
 
Description
     
99.2   Employee communication, dated August 26, 2010.
 
 
 
 
 
 
 
 

 
 
 

 
 
 
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, hereunto duly authorized.
 
 
 
CASEY’S GENERAL STORES, INC.
 
       
Date:  August 26, 2010
By:
/s/  Robert J. Myers  
    Robert J. Myers  
    President and Chief Executive Officer   
 


 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
Exhibit Index

The following exhibit is filed herewith:
 
Exhibit No.
 
Description
     
99.2    Employee communication, dated August 26, 2010.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 

EX-99.2 2 ex99-2.htm EMPLOYEE COMMUNICATION ex99-2.htm
Exhibit 99.2

EMPLOYEE EMAIL
August 26, 2010
Dear Colleagues:

I want to make you aware of recent announcements that have been made regarding our recapitalization plan and our upcoming annual meeting of shareholders to be held on September 23, 2010.

First, as you know, we recently announced a recapitalization plan designed to provide value for our shareholders and create a more efficient and lower cost capital structure for Casey’s.  We reported today the positive shareholder response to this plan – that response underscores that the plan was successful on every level.  As a result of the recapitalization, the Company expects, based on the preliminary count by the depositary for the offer, to acquire approximately 26% of the outstanding Casey’s shares at a purchase price of $38.00 per share.  As we said when the plan was announced – this demonstrates that our Board of Directors believes Casey’s is undervalued by the markets at recent trading levels.  We have great confidence in this business and the value we are cr eating together.

In addition, we recently filed our final proxy statement related to the nomination of our current Board for reelection at our upcoming annual meeting.  Under our Board’s leadership, we have enhanced our position as a best-in-class operator, consistently outperformed our convenience-store peers, and returned significant value to shareholders.  Given this track record of superb performance, we are urging our shareholders to vote for our highly qualified, experienced, incumbent Board of Director nominees.

As you know, to further its hostile takeover, Couche-Tard is attempting to replace our Board with its hand-picked nominees.  To be clear, Couche-Tard’s nominees have one goal: a quick sale of our Company at a low price. We are encouraging shareholders – including employees who own stock independently or participate in our 401(k) plan – to reject Couche-Tard’s efforts by supporting the reelection of our Board. You can find more information about the annual meeting at www.supportcaseys.com. We encourage you to take a look.  If you have any questions about how to vote your shares, call our proxy solicitor, MacKenzie Partners at 1-800-322-2885.

This is an important time in our Company’s history, and we remain as focused as ever on expanding our position as a convenience-store industry leader.  We greatly appreciate your continued commitment and professionalism, enabling us to maintain our momentum.

As always, we will keep you updated on any significant developments in relation to our annual meeting and the hostile takeover attempt by Couche-Tard.  If you receive any media or other outside inquiries regarding this situation, please direct them to Bill Walljasper at (515) 965-6505.  Additionally, if you have a personal question please contact a member of executive management: Terry Handley, Bill Walljasper, Sam Billmeyer or Julie Jackowski as appropriate.

Best regards,


Robert Myers

Important Information
In response to the tender offer commenced by Alimentation Couche-Tard Inc. (“Couche-Tard”) referred to in this communication, Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”).  Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and, when they become available, any other relevant documents filed with the SEC, because they contain important information.  Investors and security holders may obtain a free copy of the solicitation/recommendation statement with respect to the tender offer and other documents (when available) that Casey’s files with t he SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the solicitation/recommendation statement with respect to the tender offer and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.
 
Casey’s has filed with the SEC and mailed to its shareholders a definitive proxy statement and white proxy card in connection with its 2010 Annual Meeting of Shareholders. Investors and security holders are urged to read the definitive proxy statement and, when they become available, any other relevant documents filed with the SEC, because they contain important information. Investors and security holders may obtain a free copy of the definitive proxy statement and, when available, other documents that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the definitive proxy statement and, when available, other documents filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s Gen eral Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.
 
 
 
 

 

 
Certain Information Concerning Participants
Casey’s, its directors and executive officers may be deemed to be participants in the solicitation of Casey’s security holders in connection with its 2010 Annual Meeting of Shareholders. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Casey’s Annual Report on Form 10-K for the year ended April 30, 2010, which was filed with the SEC on June 29, 2010, and its definitive proxy statement for the 2010 Annual Meeting of Shareholders, which was filed with the SEC on August 12, 2010. To the extent holdings of Casey’s securities have changed since the amounts printed in the definitive proxy statement for the 2010 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. The se documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com.

Forward-Looking Statements
This communication 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 our expectations or beliefs concerning future events that may not prove to be accurate.  The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements.  We caution you 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 the risk that our cash balances and cash generated from op erations and financing activities will not be sufficient for our future liquidity and capital resource needs, competition in the industry in which we operate, changes in the price or supply of gasoline, tax increases or other changes in the price of or demand for tobacco products, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, weather conditions, future actions by Couche-Tard in connection with its unsolicited tender offer to acquire Casey’s, the risk that disruptions or uncertainty from Couche-Tard’s unsolicited tender offer will divert management’s time and harm Casey’s relationships with our customers, employees and suppliers; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self tender offer; the price at which we ultimately determine to purchase shares of our common stock in our self tender offer and the number of shares tender ed in such offer; the price and time at which we may make any additional repurchases of our common stock following completion of our self tender offer as well as the number of shares acquired in such repurchases and the terms, timing, cost and interest rate on any indebtedness incurred to fund such repurchases; and the other risks and uncertainties included from time to time in our filings with the SEC.  We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations.  We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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