SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
ONE CONVENIENCE BLVD., ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
----------------------- ------------------------------
None ______________________________
_______________________ ______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
<PAGE>
COMMON SHARE PURCHASE RIGHTS
(Title of Class)
Item 2. EXHIBITS.
4. Second Amendment to Rights Agreement, dated as of March
29, 1994 between Casey's General Stores, Inc. and United Missouri
Bank, N.A.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: March 30, 1994 By: /s/ Ronald M. Lamb
-------------------
Ronald M. Lamb
President
<PAGE>
<TABLE>
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EXHIBITS
Exhibit Description Page
<C> <S> <C>
4 Second Amendment to Rights Agreement, 5
dated as of March 29, 1994 between
Casey's General Stores, Inc. and United
Missouri Bank, N.A.
</TABLE>
<PAGE>
__________________________________________________________________
CASEY'S GENERAL STORES, INC.
and
UNITED MISSOURI BANK, N.A.
as
Rights Agent
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
Dated as of March 29, l994
__________________________________________________________________
<PAGE>
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
This Second Amendment to Rights Agreement dated as of
March 29, l994 (the "Second Amendment") between Casey's General
Stores, Inc., an Iowa corporation (the "Company"), and United
Missouri Bank, N.A., a national bank organized under the laws of
the United States (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of June 14, l989, as amended by the
First Amendment to Rights Agreement dated as of September 4, 1990
(together, the "Rights Agreement"), and in accordance therewith,
the Board of Directors of the Company has authorized and declared
a dividend of one common share purchase right (a "Right") for each
Common Share (as defined therein) of the Company outstanding as of
the close of business on June 14, l989 (the "Record Date"), each
Right representing the right to purchase one Common Share, upon
the terms and subject to the conditions set forth therein, and has
further authorized and directed the issuance of one Right with
respect to each Common Share that shall become outstanding between
the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are
defined in the Rights Agreement);
WHEREAS, the Company has adjusted the Purchase Price as
defined and contained in the Rights Agreement; and
WHEREAS, the Company and the Rights Agent herein desire to
acknowledge the adjustment of the Purchase Price as contained in
the Rights Agreement.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. ADJUSTMENT OF PURCHASE PRICE. The provisions of
Section 7(b) of the Rights Agreement establishing the Purchase
Price, and all references to the Purchase Price otherwise
contained in the Rights Agreement, is hereby amended to provide
that the Purchase Price shall be $55.
<PAGE>
Section 2. EFFECTIVE DATE OF AMENDMENT. The amendment
provided for herein shall be deemed effective as of March 29,
1994.
Section 3. MISCELLANEOUS.
(a) Except as otherwise expressed provided, or unless
the context otherwise requires, all terms used herein have the
meanings assigned to them in the Rights Agreement.
(b) Each party hereto waives any requirement under the
Rights Agreement that any additional notice be provided to it
pertaining the matters covered by this Second Amendment.
(c) This Second Amendment may be executed in any number
of counterparts each of which shall be deemed an original, and
all such counterparts shall together constitute but one and
the same document.
(d) Except as amended herein, all other terms and
conditions of the Rights Agreement are in all respects
ratified, confirmed and approved.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Rights Agreement to be duly executed and attested,
all as of the day and year first above written.
Attest: CASEY'S GENERAL STORES, INC.
By: /s/ John G. Harmon By: /s/ Ronald M. Lamb
-------------------------- ----------------------------
John G. Harmon Ronald M. Lamb
Secretary President
(SEAL)
Attest: UNITED MISSOURI BANK, N.A.,
as Rights Agent
By: /s/ Mary E. Mallow By: /s/ Nancy L. Hoffman
------------------------- ---------------------------
Name: Mary E. Mallow Nancy L. Hoffman
Title: Assistant Secretary Vice President
(SEAL)
