sc14d9a.htm
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 14D-9

 
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
AMENDMENT NO. 18
________________
Casey’s General Stores, Inc.
(Name of Subject Company)
________________

 
Casey’s General Stores, Inc.
(Name of Person Filing Statement)
________________

 
Common Stock, no par value per share
(Title of Class of Securities)
________________

 
147528103
(CUSIP Number of Class of Securities)
________________

 
William J. Walljasper
Senior Vice President and Chief Financial Officer
Casey’s General Stores, Inc.
One Convenience Blvd.
P.O. Box 3001
Ankeny, Iowa 50021-8045
Telephone: (515) 965-6100

 
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of the person filing statement)

 
Copies to:

 
Allen Finkelson, Esq.
George F. Schoen, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000

 
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 
 
 
 
 
 
 
 
 
 
 
This Amendment No. 18 to the Solicitation/Recommendation Statement on Schedule 14D-9 (this “Amendment”) is filed by Casey’s General Stores, Inc. (“Casey’s”), an Iowa corporation.  This Amendment amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on June 8, 2010, as amended (together with any amendments and supplements thereto, the “Schedule 14D-9”), and relates to the unsolicited offer by Alimentation Couche-Tard Inc., a corporation incorporated under the laws of the province of Québec, Canada (“Couche-Tard”), through its indirect wholly owned subsidiary, ACT Acquisition Sub, Inc., an Iowa corporation, as disclosed in the Tender Offer Statement on Schedule TO dated June 2, 2010, as amended, to purchase all outstanding shares of common stock, no par value per share, of Casey’s (“Casey’s Common Shares”), together with the associated Rights, for $36.75 per Casey’s Common Share in cash, upon the terms and subject to the conditions set forth in Couche-Tard’s Offer to Purchase dated June 2, 2010, as amended, and the related Letter of Transmittal.
 
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
 
ITEM 4.  THE SOLICITATION OR RECOMMENDATION
 
“Item 4. The Solicitation or Recommendation - Background of the Offer and Reasons for Recommendation - Background of the Offer” of the Schedule 14D-9 is hereby amended and supplemented by adding the following after the last paragraph:
 
On August 26, 2010, Casey’s issued a press release announcing the preliminary results of the Self-Tender Offer.
 
ITEM 8.  ADDITIONAL INFORMATION
 
“Item 8. Additional Information - Certain Litigation - Shareholder Litigation” of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of the second paragraph:
 
On August 23, 2010, Casey’s filed a motion to dismiss the consolidated action.
 
ITEM 9.  EXHIBITS
 
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:
 
Exhibit
Number
  
Description
(a)(26)
  
Press release issued by Casey’s General Stores, Inc., dated August 26, 2010 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Casey’s General Stores, Inc. on August 26, 2010).
     
(a)(27)    Employee communication, dated August 26, 2010 (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Casey’s General Stores, Inc. on August 26, 2010).

 
 
 

 
 
1
 
 
SIGNATURE
 

 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 

 
  CASEY’S GENERAL STORES, INC.  
       
 
By:
/s/ Robert J. Myers  
    Name:  Robert J. Myers  
    Title:  President and Chief Executive Officer  
       
Dated: August 26, 2010
 
 
 
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit
Number
  
Description
(a)(26)
  
Press release issued by Casey’s General Stores, Inc., dated August 26, 2010 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Casey’s General Stores, Inc. on August 26, 2010).
     
(a)(27)   Employee communication, dated August 26, 2010 (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by Casey’s General Stores, Inc. on August 26, 2010).