Attached files
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| EX-4.1 - RIGHTS AGREEMENT - CASEYS GENERAL STORES INC | ex4-1.htm |
| EX-3.1(B) - ARTICLES OF AMENDMENT - CASEYS GENERAL STORES INC | ex3-1b.htm |
UNITED
STATES
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
16, 2010
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Casey’s
General Stores, Inc.
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(Exact
name of registrant as specified in its charter)
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Commission
File Number: 000-12788
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Iowa
(State
or other
jurisdiction
of
incorporation)
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42-0935283
(IRS
Employer
Identification
No.)
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One
Convenience Blvd.
P.O.
Box 3001
Ankeny,
IA 50021
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(Address
of principal executive offices, including zip code)
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(515)
965-6100
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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:
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□
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a
Material Definitive Agreement.
The Board
of Directors (the “Board”) of Casey’s
General Stores, Inc. (the “Company”) declared a
dividend, payable to shareholders of record on April 26, 2010 (the “Record Date”), of one
right (a “Right”) per each
share of outstanding Common Stock, no par value per share, of the Company
(“Common
Stock”), to purchase 1/1,000th of a share of Series A Serial Preferred
Stock, no par value per share, of the Company (the “Preferred Stock”), at
a price of $95.00 per share (such amount, as it may be adjusted from time to
time as provided in the Rights Agreement (as defined below), the “Purchase
Price”). In connection therewith, the Company entered into a
Rights Agreement, dated as of April 16, 2010 (as the same may be amended from
time to time, the “Rights Agreement”)
with Computershare Trust Company, N.A., as Rights Agent (the “Rights
Agent”).
The
following summary of the Rights Agreement is a general description only and is
qualified in its entirety by the full text of the Rights Agreement which is
attached as Exhibit 4.1 hereto and incorporated by reference
herein.
Effectiveness. The
Rights Agreement became effective on April 16, 2010 (the “Effective
Date”). Upon and following the Effective Date, Rights will be
issued in respect of all outstanding shares of Common Stock on the Record Date,
and for all shares of Common Stock issued after the Record Date and, subject to
the next sentence, prior to the earliest of the Distribution Date (as defined
below), the redemption of the Rights or the Expiration Date (as defined
below). Rights may be distributed with respect to shares of Common
Stock issued after the Distribution Date only in certain limited circumstances
as described in the Rights Agreement (such as the issuance of Common Stock
pursuant to stock options, employee compensation or benefit plans and
convertible securities).
Term. The
Rights will expire on April 15, 2011 (the “Expiration Date”),
unless earlier redeemed by the Company as provided below.
Exercisability. Initially,
the Rights will not be exercisable. The Rights will become
exercisable upon the earlier of the following dates (such date, the “Distribution
Date”):
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●
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such
date the Company learns that a person or group (including any affiliate or
associate of such person or group) has acquired, or obtained the right to
acquire, beneficial ownership (as defined in the Rights Agreement and
including certain derivative positions) of more than 15% of the
outstanding Common Stock of the Company (any person or group specified in
this bullet point, an “Acquiring
Person”); and
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●
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such
date, if any, as may be designated by the Board following the commencement
of, or first public disclosure of an intention to commence, a tender or
exchange offer for outstanding Common Stock which could result in a person
or group becoming the beneficial owner of more than 15% of the outstanding
Common Stock of the Company.
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Rights Certificates and
Detachability. Prior to the Distribution Date, the Rights will
be represented by the certificates for shares of Common Stock, and the Rights
will be transferable only with the related Common Stock certificates and will be
automatically transferred with any transfer of the related Common
Stock. After the Distribution Date, the Rights will “detach” from the
Common Stock and will be separately transferable.
Terms of Preferred
Stock. The terms of the Preferred Stock issuable upon exercise
of the Rights are designed so that each 1/1,000th of a share of Preferred Stock
is entitled to participate in dividends and other distributions on an equivalent
basis with one whole share of Common Stock of the Company. In
addition, the Preferred Stock has certain minimum dividend and liquidation
rights. Except as required by law, the terms of the Preferred Stock
do not include the right to vote.
Dilution
Adjustments. The amount of Preferred Stock issuable upon
exercise of the Rights is subject to adjustment by the Board in the event of any
change in the Common Stock or Preferred Stock, whether by reason of stock
dividends, stock splits, reclassifications, recapitalizations, mergers,
consolidations, combinations or exchanges of securities, split-ups, split-offs,
spin-offs, liquidations, other similar changes in capitalization, any
distribution or issuance of assets, evidences of indebtedness or subscription
rights, options or warrants to holders of Common Stock, Preferred Stock or
otherwise.
The Flip-In
Provision. At such time as any person or group
becomes an Acquiring Person, the holder of each Right will thereafter have
the right to receive, upon exercise of the Right and the payment of the Purchase
Price, that number of 1/1,000ths of a share of Preferred Stock equal to the
number of shares of Common Stock which at the time of the applicable triggering
transaction would have a market value of twice the Purchase
Price. However, any Rights that are or previously were beneficially
owned by an Acquiring Person on or after the Distribution Date will become null
and void and will not be subject to the “flip-in” provision.
The Flip-Over
Provision. In the event the Company is acquired in a merger or
other business combination by an Acquiring Person, or 50% or more of the
Company’s assets are sold to an Acquiring Person, each Right will entitle its
holder to purchase common shares in the surviving entity at 50% of the market
price (subject to exceptions if the surviving entity does not have common shares
registered under the Securities Exchange Act of 1934, including circumstances in
which the surviving entity has common shares that publicly trade outside the
United States, as further described in the Rights Agreement). As with
the “flip-in” provision, any Rights that are or previously were beneficially
owned by an Acquiring Person on or after the Distribution Date will become null
and void.
Exchange. After any
person or group becomes an Acquiring Person, the Board may elect to exchange
each Right (other than Rights owned by an Acquiring Person) for consideration
per Right consisting of one-half of the Preferred Stock (or fractions thereof)
that would be issuable at such time upon the exercise of one Right pursuant to
the terms of the Rights Agreement (or an equivalent value comprised of cash,
shares of Common Stock, shares of Preferred Stock, other securities or any
combination thereof).
Redemption. The
Rights are redeemable by the Board at a redemption price of $0.001 per Right
(the “Redemption
Price”) any time prior to the earlier of (i) the Distribution Date and
(ii) the Expiration Date. Immediately upon the action of the Board
ordering the redemption of the Rights, and without any further action and
without any notice, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption
Price.
Amendment. At
any time prior to the Distribution Date, the Company may, without the approval
of any holder of the Rights, supplement or amend any provision of the Rights
Agreement (including the date on which a Distribution Date shall occur, the
amount of the Purchase Price, the definition of “Acquiring Person” or the time
during which the Rights may be redeemed), except that no supplement or amendment
may be made which reduces the Redemption Price of the Rights.
Voting. Until
a Right is exercised, the holder thereof, as such, will have no rights as a
shareholder of the Company, including, without limitation, the right to vote or
to receive dividends.
Item
3.03. Material Modification
to Rights of Security Holders.
The
information set forth under “Item 1.01. Entry into a Material Definitive
Agreement” of this Current Report on Form 8-K is incorporated into this Item
3.03 by reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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3.1(b)
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Articles
of Amendment to the Restatement of the Restated and Amended Articles of
Incorporation of Casey’s General Stores, Inc.
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4.1
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Rights
Agreement, dated as of April 16, 2010, between Casey’s General Stores,
Inc. and Computershare Trust Company, N.A., as Rights
Agent.
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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.
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CASEY’S
GENERAL STORES, INC.
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Date:
April 16, 2010
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By: |
/s/
William J. Walljasper
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William
J. Walljasper
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Senior
Vice President and Chief Financial Officer
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Exhibit
Index
The
following exhibits are filed herewith:
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Exhibit
No.
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Description
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3.1(b)
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Articles
of Amendment to the Restatement of the Restated and Amended Articles of
Incorporation of Casey’s General Stores, Inc.
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4.1
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Rights
Agreement, dated as of April 16, 2010, between Casey’s General Stores,
Inc. and Computershare Trust Company, N.A., as Rights
Agent.
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