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 23, 2021
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of incorporation)
001-34700
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42-0935283
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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One SE 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 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
(see General Instruction A.2. below):
☐
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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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☐
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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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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value per share
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CASY
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. |
Entry into a Material Definitive Agreement.
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On April 23, 2021, Casey’s General Stores, Inc. (the “Company”) entered into an Amendment to Equity Purchase Agreement (the “Amendment”)
which amends the Equity Purchase Agreement dated November 8, 2020 by and between the Company and Buck’s, Inc., Chicago SPE (N), Inc., Buchanan Energy (N), LLC, Buchanan Energy (S), LLC, Buck’s Inc. of Collinsville, C.T. Jewell Company, Inc., and
Buck’s Intermediate Holdings, LLC, Buck’s Holdco, Inc., and Steven Buchanan (the “Purchase Agreement”). The Amendment is intended to reflect several ordinary course changes that have occurred in the business of the operating entities owned
by the seller, to update information related to certain fuel supply termination penalties to which the seller is subject, and to update and/or restate certain definitions in, and Schedules attached to, the Purchase Agreement.
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 2.1, and is incorporated
herein by reference.
Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Description
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Amendment to Equity Purchase Agreement
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K because such schedules and exhibits do not contain information which is
material to an investment decision or which is not otherwise disclosed in the filed agreements. The Company will furnish the omitted schedules and exhibits to the SEC upon request by the SEC.
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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By:
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/s/ Stephen P. Bramlage, Jr. |
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Name: Stephen P. Bramlage, Jr.
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Title: Chief Financial Officer
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Dated: April 29, 2021
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