Clearbridge Investments, LLC – ‘SC 14D9’ on 6/28/10 re: Caseys General Stores Inc

On:  Monday, 6/28/10, at 11:20am ET   ·   Accession #:  357235-10-35   ·   File #:  5-35096

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement     4±    21K 

Document Table of Contents

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                                                 

________________________________________                                        
Casey's General Stores, Inc.                                                    
(Name of Subject Company)                                                       

________________________________________                                        
ClearBridge Advisors, LLC                                                       
(Name of Person Filing Statement)                                               

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

________________________________________                                        
147528103                                                                       
(CUSIP Number of Class of Securities)                                           

________________________________________                                        
Terrence Murphy                                                                 
Chief Operating Officer                                                         
ClearBridge Advisors, LLC                                                       
620 8th Avenue                                                                  
New York, NY 10018                                                              
Telephone: (212) 805-2000                                                       

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

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

ITEM 1.  SUBJECT COMPANY INFORMATION                                            

Name and Address                                                                

The name of the subject company to which this                                   
Solicitation/Recommendation Statement on Schedule 14D-9                         
(together with any exhibits and annexes attached hereto,                        
this "Statement") relates is Casey's General Stores, Inc.,                      
an Iowa corporation ("Casey's" or the "Company"). Casey's                       
principal executive offices are located at One Convenience                      
Blvd., Ankeny, Iowa 50021. Casey's telephone number at this                     
address is (515) 965-6100.                                                      

Securities                                                                      

The title of the class of equity securities to which this                       
Statement relates is the common stock, no par value per share,                  
of the Company ("Casey's Common Shares"), together with the                     
associated rights (the "Rights") to purchase Series A Serial                    
Preferred Stock, no par value per share, of the Company (the                    
"Series A Preferred Stock") issued pursuant to the Rights                       
Agreement dated as of April 16, 2010 (the "Rights Agreement"),                  
between the Company and Computershare Trust Company, N.A., as                   
Rights Agent. As of June 4, 2010, there were 50,929,162 Casey's                 
Common Shares issued and outstanding and an additional 5,956,550                
Casey's Common Shares were reserved for issuance under Casey's                  
equity compensation plans, of which up to a maximum of 956,550                  
Casey's Common Shares were issuable or otherwise deliverable                    
in connection with the vesting of outstanding equity awards of Casey's.         

ITEM 2.  IDENTITY AND BACKGROUND OF FILING PERSON                               

Name and Address                                                                

Clearbridge Advisors, LLC                                                       
620 8th Avenue                                                                  
New York, NY 10018                                                              
(212) 805-2000                                                                  

Background                                                                      

ClearBridge Advisors, LLC is a registered investment                            
adviser with approximately $54.9 billion in assets under                        
management, as of March 31, 2010.                                               

ITEM 3.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS               

Relationship with Casey's                                                       

ClearBridge has no material agreement with Casey's.                             
ClearBridge has had routine contact with the company in                         
its capacity as beneficial owner of Casey's common shares.                      
See, also Exhibit A.                                                            

ITEM 4.  THE SOLICITATION OR RECOMMENDATION                                     

See Exhibit A                                                                   

ITEM 5.  PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED                

N/A                                                                             

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY                          

As of June 24,2010 ClearBridge beneficially* owns 810,739 shares                
of Casey's common stock.                                                        

*Beneficial ownership as defined in Rule 13d-3 under the                        
Securities Exchange Act of 1934.                                              

ITEM 7.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS                     

N/A                                                                             

ITEM 8.  ADDITIONAL INFORMATION                                                 

N/A                                                                             

ITEM 9.  EXHIBITS                                                               

Exhibit A attached                                                              

Exhibit A                                                                       

The Board of Directors                                                          
Casey's General Stores, Inc.                                                    
c/o Robert J. Meyers,                                                           
Casey's General Stores, Inc.                                                    
One S.E. Convenience Blvd                                                       
Ankeny, Iowa 50021                                                              
                                   June 28, 2010

Dear Mr. Meyers,                                                                

ClearBridge Advisors has been a long-term shareholder of                        
Casey's General Stores Inc. (Casey's) in a number of our Firm's                 
equity strategies.  We believe management has built a quality                   
company, demonstrating superior financial metrics in the                        
convenience store and general retail industry, with good                        
long-term growth prospects.                                                     

Pursuant to our conversation with you and Bill Walljasper on                    
June 23, 2010, we urge the management and the Board of Directors                
of Casey's to engage in a formal negotiation with the management                
team of Alimentation Couche-Tard (Couche-Tard) with respect to                  
their $36 cash offer to acquire 100% of the outstanding shares                  
of Casey's.  Anything less gives the impression that                            
independence, not the maximization of shareholder value, is                     
the Board's highest priority.                                                   

The response by Casey's Board of Directors, made public in a                    
14D-9 filing dated June 7, 2010, makes a strong argument that                   
Casey's stock is undervalued at $36 per share. We agree that                    
the offer does not adequately capture the full earnings power                   
and potential of Casey's when optimally capitalized. We also                    
believe that the offer does not account for the revenue                         
synergies and cost savings created though a combination of                      
Casey's and Couche-Tard.                                                        

Since the unsolicited offer by Couche-Tard to acquire Casey's                   
for $36 in cash, Casey's Board of Directors and management have                 
not engaged in meaningful discussion with Couche-Tard, despite                  
Couche-Tard's repeated stated availability to discuss the terms                 
and structure of the proposed transaction.   That willingness                   
to negotiate was reaffirmed to us by the senior management of                   
Couche-Tard during their visit to ClearBridge's offices on                      
June 4, 2010.                                                                   

However, it is the fiduciary duty of Casey's management and                     
the Board to negotiate in good faith and act in the best                        
interest of Casey's shareholders. Discussion of the offer or                    
other options does not restrict or preclude the Boards ability                  
to reject Couche-Tard's offer, or any subsequent alternative,                   
that may result from negotiation, in our view.  Conversely,                     
the Board's intransigence discourages a higher offer and                        
could result in shareholder wealth destruction should the                       
Couche-Tard tender offer be withdrawn or not accepted by                        
shareholders.                                                                   

We urge the Board of Directors to reconsider its position                       
with regard to the Couche-Tard tender and negotiate in good                     
faith for the benefit of all shareholders.                                      

Sincerely,                                                                      

Brian Angerame    Derek Deutsch    Aram Green                                   

Peter Hable       Jeffrey Russell                                               

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.                                                     

/s/ Terrence Murphy                                                             
(Signature)                                                                     

Terrence Murphy - Chief Operating Officer                                       

(Name and Title)                                                                

June 25, 2010                                                                   

(Date)                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D9’ Filing		Date		Other Filings
Filed on:		6/28/10
		6/25/10
		6/23/10		4
		6/7/10		4,  8-K,  DEFA14A,  DFAN14A,  SC TO-T/A
		6/4/10
		4/16/10		8-A12B,  8-K,  8-K/A
		3/31/10		13F-HR
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