SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
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:
COMMON SHARE PURCHASE RIGHTS
(Title of Class)
<PAGE>
Item 2. EXHIBITS.
1. Officers' Certificate and attached Notice of Adjustment
of Purchase Price, each dated as of January 10, 1994, issued by
Casey's General Stores, Inc. pursuant to Sections 12 and 25(a) of
the Rights Agreement.
<PAGE>
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: January 10, 1994 By: /s/ Donald F. Lamberti
-----------------------
Donald F. Lamberti
Chief Executive Officer
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<TABLE>
<CAPTION>
EXHIBITS
EXHIBIT DESCRIPTION PAGE
<C> <S> <C>
3 Officers' Certificate with attached 5
Notice of Adjustment of Purchase
Price, each dated as of January 10, 1994,
issued by Casey's General Stores, Inc.
pursuant to Sections 12 and 25(a) of
the Rights Agreement.
</TABLE>
<PAGE>
Exhibit 3
CERTIFICATE
Pursuant to Section 12 of the Rights Agreement dated as of
June 14, 1989, as amended by the First Amendment to Rights
Agreement dated as of September 4, 1990 (together, the "Rights
Agreement") between Casey's General Stores, Inc. (the "Company")
and United Missouri Bank of Kansas City, N.A. (now known as United
Missouri Bank, N.A.), as Rights Agent (the "Rights Agent"), the
undersigned, Donald F. Lamberti, Chief Executive Officer of the
Company and John G. Harmon, Secretary of the Company, hereby
certify that the Board of Directors of the Company, by resolution
duly adopted on December 21, 1993, has declared and authorized a
two-for-one stock split in the form of a 100% stock dividend (the
"Stock Dividend") for each share of Common Stock of the Company
held by shareholders of record on February 1, 1994 (the "Record
Date"). As a result of the Stock Dividend, and in accordance with
Section 11(a)(i) of the Rights Agreement, the Purchase Price (as
defined in the Rights Agreement) in effect at the time of the
Record Date, and the number of shares of Common Stock issuable on
such date, is being proportionately adjusted from the original
Purchase Price of $40 per share to $20 per share, so that the
holder of any Right (as defined in the Rights Agreement) exercised
after such time shall be entitled to receive the aggregate number
of shares of Common Stock which, if such Right had been exercised
immediately prior to such date and at a time when the Common Stock
transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of
such dividend.
Attached hereto is a copy of a Notice of Adjustment of
Purchase Price (the "Notice"), which Notice shall serve as the
summary and the notice required under Sections 12 and 25(a),
respectively, of the Rights Agreement. This Notice is being
mailed promptly by the Company to each holder of a Right
Certificate (as defined in the Rights Agreement) in accordance
with Section 25 of the Rights Agreement, but in no event less than
10 days before the Record Date.
<PAGE>
WITNESS, the seal of the Company and the signatures of the
undersigned this 10th day of January, 1994.
/s/ Donald F. Lamberti
-----------------------
Donald F. Lamberti,
Chief Executive Officer
/s/ John G. Harmon
-------------------------
John G. Harmon, Secretary
(SEAL)
<PAGE>
NOTICE OF ADJUSTMENT OF PURCHASE PRICE
To the Holders of the:
COMMON STOCK
of
CASEY'S GENERAL STORES, INC.
and the associated
COMMON SHARE PURCHASE RIGHTS
NOTICE IS HEREBY GIVEN, pursuant to Sections 12 and 25(a) of
the Rights Agreement dated as of June 14, 1989, as amended by the
First Amendment to Rights Agreement dated as of September 4, 1990
(together, "Rights Agreement"), between Casey's General Stores,
Inc. (the "Company") and United Missouri Bank of Kansas City, N.A.
(now known as United Missouri Bank, N.A.), as Rights Agent (the
"Rights Agent"), that the Board of Directors of the Company, by
resolution duly adopted on December 21, 1993, has declared and
authorized a two-for-one stock split in the form of a 100% stock
dividend (the "Stock Dividend") for each share of the Company's
Common Stock held by shareholders of record on February 1, 1994
(the "Record Date"). As a result of the Stock Dividend, and in
accordance with Section 11(a)(i) of the Rights Agreement, the
Purchase Price (as defined in the Rights Agreement) in effect at
the time of the Record Date, and the number of shares of Common
Stock issuable on such date, is being proportionately adjusted
from the original Purchase Price of $40 per share to $20 per
share, so that the holder of any Right (as defined in the Rights
Agreement) exercised after such time shall be entitled to receive
the aggregate number of shares of Common Stock which, if such
Right had been exercised immediately prior to such date and at a
time when the Common Stock transfer books of the Company were
open, the holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend.
<PAGE>
This Notice of Adjustment of Purchase Price shall serve as
the summary and the notice required under Sections 12 and 25(a),
respectively, of the Rights Agreement. Questions concerning the
adjustment of the Purchase Price or the payment of the Stock
Dividend may be directed to the undersigned at the address or
telephone number noted above.
/s/ John G. Harmon
-------------------------
Dated: January 10, 1994 John G. Harmon, Secretary
