SECURITIES AND EXCHANGE COMMISSION
FORM S-3D
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CASEY'S GENERAL STORES, INC.
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(Exact name of registrant as specified in its charter)
IOWA
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(State or other jurisdiction of incorporation or organization)
42-0935283
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(I.R.S. Employer Identification No.)
One Convenience Boulevard, Ankeny, Iowa 50021
Telephone: (515) 965-6100
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Donald F. Lamberti, One Convenience Boulevard, Ankeny, Iowa 50021
Telephone: (515) 965-6100
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(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /X/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
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If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
Calculation of Registration Fee
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Title of Proposed Proposed
each class maximum maximum Amount
of securities Amount to be offering aggregate registration
to be registered registered price per unit 1 offering price 1 fee 1
Common Stock 500,000 $23.75 $11,875,000 $3,598.49
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1 Pursuant to Rule 457(c), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the registration fee are
based on the average of the high and low sales price for Casey's
General Stores, Inc. Common Stock as reported on the NASDAQ National
Market System for September 8, 1997.
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PROSPECTUS [CASEY'S LOGO]
CASEY'S GENERAL STORES, INC.
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Dividend Reinvestment and Stock Purchase Plan
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500,000 shares
Common Stock
(No Par Value)
The Dividend Reinvestment and Stock Purchase Plan ("Plan") of Casey's
General Stores, Inc. and its subsidiaries (the "Company") provides individual
investors with a variety of services, including (1) automatic reinvestment of
dividends paid on shares of Casey's General Stores, Inc. Common Stock ("Common
Stock"), (2) a means of making optional cash payments of up to $10,000 per
quarter, (3) a free custodian service for depositing Common Stock certificates
with the Administrator for safekeeping, (4) the ability to sell shares of Common
Stock through the Plan and (5) the ability for employees of the Company to
purchase their initial shares of Common Stock directly through the Plan.
No brokerage commissions, fees or service charges will be charged to
participants for purchases of shares of Common Stock made under the Plan. Shares
of Common Stock may be purchased under the Plan from the Company or in the open
market or privately negotiated transactions. The price of Common Stock purchased
from the Company under the Plan will be the average of the high and low sales
prices of shares of Common Stock on the relevant Investment Date (as defined
herein), as reported in The Wall Street Journal for NASDAQ National Market
System transactions. The price of shares of Common Stock purchased in the open
market or from private sources will be the weighted average cost of all shares
so purchased in relation to the relevant Investment Date. There is no discount
on any purchases.
All terms and conditions governing the Plan are contained in this
Prospectus. It is suggested that this Prospectus be retained for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 11, 1997.
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CASEY'S GENERAL STORES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information 2
Incorporation of Certain Documents by Reference 3
The Company 4
Use of Proceeds 4
The Plan 5
Federal Income Tax Consequences 16
Description of Capital Stock 17
Indemnification 18
Legal Opinion and Experts 19
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, or at the regional offices of the Commission located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park Place,
14th Floor, New York, New York 10007. Copies of such material can also be
obtained from the Commission at prescribed rates. Written requests for such
material should be addressed to the Public Reference Section, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a website (http://www.sec.gov) that provides public
access to such materials.
The Company has filed with the Commission a Registration Statement with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information in the Registration Statement and in the exhibits thereof.
For further information, reference is made to the Registration Statement and to
the exhibits and schedules filed therewith, which may be inspected without
charge at the office of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Copies of such documents may also be obtained from the
Commission at prescribed rates.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997;
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1997; and
3. The description of the Common Share Purchase Rights associated
with the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed June 19, 1989, as
amended.
All reports and other documents subsequently filed by the Company
pursuant to sections 13, 14 or 15(d) of the Exchange Act and prior to the
termination of the offering of the Common Stock hereby offered shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof.
Such documents, and the documents listed above, are hereinafter referred to as
"Incorporated Documents." Any statement contained herein or in an Incorporated
Document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more Incorporated Documents; accordingly, such information
contained herein is qualified in its entirety by reference to Incorporated
Documents and should be read in conjunction therewith.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY
OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST OF ANY SUCH
PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED DOCUMENTS, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO
CORPORATE SECRETARY, CASEY'S GENERAL STORES, INC., ONE CONVENIENCE BOULEVARD,
ANKENY, IOWA 50021 (TELEPHONE: (515) 965-6100).
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THE COMPANY
Casey's General Stores, Inc. ("Casey's") and its two wholly-owned
subsidiaries, Casey's Marketing Company (the "Marketing Company") and Casey's
Services Company (the "Services Company") (Casey's, together with the Marketing
Company and the Services Company, shall be referred to herein as the "Company"),
operate convenience stores under the name "Casey's General Store" in nine
Midwestern states, primarily Iowa, Missouri and Illinois. The stores carry a
broad selection of food (including freshly prepared foods such as pizza, donuts
and sandwiches), beverages, tobacco products, health and beauty aids, automotive
products and other non-food items. In addition, all stores offer gasoline for
sale on a self-service basis.
On April 30, 1997, there were a total of 1,042 Casey's General Stores
in operation, of which 878 were operated by the Company ("Company Stores") and
164 stores were operated by franchisees ("Franchised Stores"). There were 70
Company Stores and 1 Franchised Store newly opened in fiscal 1997. The Company
operates a central warehouse, the Casey's Distribution Center, adjacent to its
Corporate Headquarters facility in Ankeny, Iowa through which it supplies
grocery and general merchandise items to Company and Franchised Stores.
Approximately 71% of all Casey's General Stores are located in areas
with populations of fewer than 5,000 persons, while approximately 7% of all
stores are located in communities with populations exceeding 20,000 persons.
USE OF PROCEEDS
The Company does not know either the number of shares that may
ultimately be purchased under the Plan or the prices at which such shares will
be purchased. If the Company issues new shares of Common Stock under the Plan,
the net proceeds will be added to the general funds of the Company and used for
general corporate purposes.
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THE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") consists
in its entirety of the questions and answers appearing below. The Plan was
approved by the Company's Board of Directors on August 25, 1997.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple and
convenient method of purchasing shares of the Company's Common Stock and to
enable shareholders of record to invest their quarterly dividends or to make
optional cash payments, or both, thereby increasing their ownership of shares of
Common Stock, without payment of any brokerage commission or service charge.
Features
2. What are some of the features of the Plan?
Participants in the Plan may (a) have cash dividends on all or less
than all of their shares of Common Stock automatically reinvested or (b) invest
optional cash payments, not to exceed $10,000 per quarter (minimum payment of
$50) or (c) both reinvest cash dividends and invest optional cash payments. The
Plan permits participants to make optional cash payments without reinvesting any
of their cash dividends, except that the dividends on any shares of Common Stock
purchased or held for safekeeping under the Plan will be reinvested until such
time as the participant withdraws such shares from the Plan or sells or
transfers such shares. The Plan permits fractions of shares, as well as full
shares, to be credited to participants' accounts. In addition, dividends in
respect of such fractions, as well as in respect of full shares, will be
credited to participants' accounts and reinvested in shares of Common Stock
under the Plan. Regular statements of account are provided for record keeping.
The Plan also offers a "share safekeeping" service whereby participants
may deposit their Common Stock certificates with the Administrator of the Plan
and have their ownership of such Common Stock maintained on the Administrator's
records as part of their Plan account.
A participant may transfer, at any time and at no cost to the
participant, all or a portion of the participant's shares held under the Plan to
another person or persons.
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Administration
3. Who administers the Plan?
UMB Bank, n.a. (the "Administrator") serves as Administrator of the
Plan. The Administrator will hold shares of Common Stock deposited in or
acquired under the Plan, maintain the records of the Plan, mail statements of
account to participants, and perform other duties related to the Plan.
Participants may contact the Administrator in writing at:
UMB Bank, n.a.
Securities Transfer Division
P.O. Box 410064
Kansas City, Missouri 64141-0064
or by telephoning the Administrator at (816) 860-7891 between the hours of 8:00
A.M. and 4:30 P.M., Central Time. Written communications may also be sent to
the Administrator by telefax at (816) 221-0438.
Participation
4. Who is eligible to participate in the Plan and how do I enroll?
All holders of record of shares of Common Stock are eligible to
participate in the Plan. If you are currently a shareholder of record, you may
enroll in the Plan at any time by signing and returning an Authorization Card to
the Administrator at the above address. If you are a beneficial owner of Common
Stock whose shares are registered in names other than your own (e.g., broker),
you must become a shareholder of record by having your shares transferred into
your name in order to become eligible to participate in the Plan. To do so, you
should contact the broker holding the shares and arrange to withdraw those
shares in certificate form. Those certificates could then be deposited with the
Administrator under the Share Safekeeping Service, described below in Question
17.
The Company reserves the right to exclude any person from participation
in the Plan upon giving notice of such exclusion by registered mail sent to such
person's address as reflected on the Company's records. In addition, if it
appears to the Company that any person is using or contemplating the use of the
optional cash payment investment mechanism in a manner or with an effect that,
in the sole judgment and discretion of the Company, is not in the best interests
of the Company or its other shareholders, then the Company may decline to issue
all or any portion of the shares of Common Stock for which any optional cash
payment by or on behalf of such participant is tendered. Such optional cash
payment (or the portion thereof not invested in shares of Common Stock) will be
returned by the Administrator as promptly as practicable, without interest.
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5. Do I already have to own shares of Common Stock to join the Plan?
If you are not a shareholder of record but are an employee of the
Company, you may join the Plan by completing and signing a Direct Purchase Form
and returning it to the Administrator together with an initial payment of not
less than $50, which will be used to make an investment in Common Stock for your
Plan account. As described in Question 16, payroll deductions may be used by
Company employees to purchase additional shares of Common Stock under the Plan.
6. How do I sign up for the different options available under the Plan?
You may choose from a variety of services and options under the Plan,
including (1) automatic reinvestment of dividends paid on shares of Common
Stock, (2) optional cash payments of up to $10,000 per quarter, (3) a free
custodial service for depositing Common Stock certificates with the
Administrator for safekeeping, (4) the ability to sell shares of Common Stock
through the Plan and (5) the ability to purchase your initial Plan shares
directly under the Plan if you are an employee of the Company.
The Authorization Card is used to indicate to the Administrator which
dividend or optional cash payment options you have chosen for your Plan account.
The Safekeeping Deposit Form is used to take advantage of the free custodian
service for depositing Common Stock certificates with the Administrator for
safekeeping. The Direct Purchase Form is used to purchase your initial Plan
shares directly under the Plan if you are an employee of the Company. If you
wish to sell shares of Common Stock through the Plan, please refer to Question
20.
BY SIGNING THE AUTHORIZATION CARD, SAFEKEEPING DEPOSIT FORM OR DIRECT
PURCHASE FORM, YOU ARE ACKNOWLEDGING THAT YOU RECEIVED A PLAN PROSPECTUS AND
THAT YOU AGREE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.
7. When does participation in the Plan begin?
If your completed Authorization Card is received by the Administrator
no later than three (3) business days prior to a quarterly record date for a
Common Stock dividend payment (dividend payment dates for the Company's Common
stock generally have been on or about the fifteenth (15th) day of February, May,
August and November), your participation in the Plan will begin with the
Administrator's purchase of Common Stock with dividends on your behalf on that
dividend payment date. A dividend payment date is referred to herein as an
"Investment Date." See Question 11.
If the Authorization Card is received by the Administrator after the
quarterly record date for a dividend payment, dividends for that quarter will be
paid in cash and the
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Administrator's reinvestment of dividends on behalf of a participant will begin
on the next dividend payment date.
Any optional cash payments submitted with the Authorization Card will
be invested on the next Investment Date, as described in Question 13.
Costs
8. What are the costs for shareholders who participate in the Plan?
The Company will pay all fees, commissions and expenses in connection
with the purchase of shares of Common Stock for participants in the Plan. The
Company will also pay all costs of administration of the Plan, except when a
participant sells shares held in the Plan. See Question 20.
Purchases
9. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased for a participant on an Investment
Date depends on three factors: the amount of the participant's dividend (after
deducting any required income tax withholding) on his or her Plan shares, (ii)
the extent of optional cash payments, if any, made by the participant, and (iii)
the price of the shares of Common Stock purchased. Each participant's account
will be credited with that number of shares, including partial shares, equal to
the sum of the total amount of that participant's reinvested dividend plus the
total amount of that participant's optional cash payment (if an optional cash
payment is made), divided by the purchase price of the Common Stock. A
participant may not direct the Administrator to purchase a specific number of
shares for an account.
10. What will be the price of shares of Common Stock purchased under the
Plan?
The Administrator will purchase shares from the Company, to the extent
that the Company makes shares available. The Administrator will purchase any
other shares required for the Plan in the open market or from private sources.
The price of shares purchased from the Company will be the average of the high
and low sale prices of the Common Stock on the relevant Investment Date as
published in The Wall Street Journal for NASDAQ National Market System
transactions. The price of shares purchased in the open market or from private
sources will be the weighted average cost of all shares so purchased in relation
to the relevant Investment Date. Purchases of shares in the open market may be
made over a period of several days.
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11. When is the Investment Date?
For the reinvestment of dividends, the dividend payment date declared
by the Board of Directors of the Company constitutes the "Investment Date"
applicable to the reinvestment of such dividend. For the investment of optional
cash payments, the Investment Date will be the fifteenth (15th) day of every
calendar month except in any month in which the date on which dividends are to
be paid is within five (5) calendar days of such date, in which case the
Investment Date will be the same as the Investment Date for the reinvestment of
dividends. If any Investment Date falls on a date when the NASDAQ National
Market System (or any other exchange or inter-dealer quotation system on which
the Common Stock is then listed or quoted) or the Administrator is not regularly
open for business, the first day immediately following such date on which the
NASDAQ National Market System (or such other exchange or system) or
Administrator is open shall be the relevant Investment Date.
12. When will shares be purchased?
Shares acquired from the Company will be purchased for the accounts of
the participants as of the close of business on the relevant Investment Date.
Shares acquired in the open market or from private sources will be purchased
promptly by the Administrator and in no event later than thirty (30) days after
a relevant Investment Date. These purchases may be made on the NASDAQ National
Market System (or on any other exchange or system on which the Common Stock is
then listed or quoted) or in negotiated transactions, and are subject to such
terms and conditions (including price and delivery) as the Administrator may
determine to be acceptable. Dividend and voting rights will commence upon
settlement, which is normally three (3) business days after the purchase whether
from the Company or any other source. For the purpose of making purchases, the
Administrator will commingle each participant's funds with those of all other
participants.
Optional Cash Payments
13. What are the optional cash payment features of the Plan?
Participants may make optional cash investments of at least $50 per
payment, up to a maximum of $10,000 per quarter. There is no obligation,
however, to make any optional cash investments to participate in the Plan. Each
month any optional cash payment received from a participant prior to an
Investment Date for the month will be used by the Administrator to purchase
additional shares of Common Stock for the account of such participant on such
Investment Date. Any optional cash payment not received prior to an Investment
Date in any month will be used by the Administrator to purchase additional
shares for the account of the participant on the Investment Date in the
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following month. No interest will be paid on optional cash payments held
pending reinvestment.
14. How does a participant make optional cash payments?
An optional cash payment may be made by a participant when enrolling by
enclosing with the Authorization Form a personal check or money order payable to
the Administrator. Thereafter a participant may make optional cash investments
by delivering to the Administrator a written instruction (using the remittance
form attached to the participant's account statement) and a personal check,
money order or electronic funds transfer payable to "UMB Bank, n.a.".
PARTICIPANTS SHOULD NOT SEND CASH. Prior to making electronic funds transfers,
participants should contact the Administrator to obtain an electronic funds
transfer instruction. A participant may arrange to have a set amount of funds
invested once a month through electronic funds transfer from his or her
predesignated account at a bank, saving association or other financial
institution (a "Bank Account"). If a participant elects to make monthly
investments by electronic funds transfers, the participant's Bank Account will
be debited three (3) business days prior to the scheduled Investment Date. Some
financial institutions charge for electronic funds transfers, and interested
participants therefore should consult their own financial institutions for any
applicable charges. No fee will be charged by the Administrator for investment
by electronic funds transfer. Participants may vary the amount and timing of
such electronic funds transfer investments from time to time upon written notice
to the Administrator.
Company employees also may make optional cash payments through payroll
deductions, as described in Question 16.
15. When should optional cash payments be made?
Optional cash payments made by a participant and received prior to an
Investment Date in any month will be invested on such Investment Date. Optional
cash payments not received prior to an Investment Date will be held by the
Administrator until the next Investment Date. No interest will be paid by the
Administrator on any optional cash payments held pending reinvestment. The
method of delivery of any cash investment is at the election of the participant
and will be deemed received when actually received by the Administrator. If the
delivery is by mail, it is recommended that the mailing be made sufficiently in
advance of the relevant Investment Date.
16. How do Company employees use payroll deductions to make optional cash
payments?
Company employees may make optional cash investments under the Plan by
having specified amounts (not less than $25 per month nor more than $10,000 per
quarter) deducted from each pay check. To initiate payroll deduction, an
employee
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participating in the Plan must complete, sign and return a Direct Purchase Form
to the Company's Human Resources Department, where such forms are available upon
request. Completed forms will be processed by the Human Resources Department,
forwarded to the Administrator and will become effective as promptly as
practicable.
The Company will make payroll deductions from each payroll during the
month. The Company will hold all funds so deducted for a particular month until
the end of that month, and will then forward such funds to the Administrator.
The Administrator will invest such funds in Common Stock beginning on the first
Investment Date following receipt thereof by the Administrator.
Because funds to be invested by payroll deduction are only transmitted
to the Administrator once a month, participants using this investment option
should recognize that, depending on the applicable pay date, funds deducted from
a particular paycheck may not be forwarded to the Administrator for several
weeks. No interest will be paid on amounts held by the Company or the
Administrator pending investment.
Participants may change the amount of payroll deduction or terminate
payroll deduction by completing and submitting a new Direct Purchase Form to the
Human Resources Department.
Safekeeping of Certificates
17. What is the optional Share Safekeeping Service?
Your stock certificates are valuable documents representing your
investment and ownership in the Company. They should be kept in a secure place
where they will be protected from loss, theft or destruction. The Plan's Share
Safekeeping Service provides for such protection for your Common Stock
certificates by allowing you to deposit all the certificates for Common Stock
held by you with the Administrator for safekeeping. The Share Safekeeping
Service keeps your Common Stock on deposit in your Plan account at no cost to
you.
At the time you enroll in the Plan, or at any later time, participants
may use the Plan's Share Safekeeping Service to deposit all Common Stock
certificates in your possession with the Administrator. Shares deposited will be
transferred into the name of the Administrator or its nominee and credited to
your account under the Plan. Certificates deposited with the Administrator for
safekeeping are treated in the same manner as shares purchased through the Plan,
and may be sold or transferred through the Plan.
To participate in the Share Safekeeping Service, you must complete and
return a Safekeeping Deposit Form, along with all Common Stock certificates to
be deposited, to
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the Administrator by registered, insured mail. THE CERTIFICATES SHOULD NOT BE
ENDORSED.
Reports To Participants
18. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a quarterly statement of
account from the Administrator. Each participant making an optional cash payment
will receive an updated statement after each such optional cash payment is
invested. In each instance, the detailed statement will indicate, among other
things, the number of shares purchased and the average cost per share. These
statements are your continuing record of the cost of your purchases and SHOULD
BE RETAINED FOR INCOME TAX PURPOSES. You will also receive the same
communications as every other shareholder, including the Company's Annual
Report, Notice of Annual Meeting and Proxy Statement. The Administrator will
provide you with the necessary Internal Revenue Service information for
reporting dividends on shares in your Plan account.
Certificates For Shares
19. Will certificates be issued for shares of Common Stock held in the
Plan?
Certificates for shares of Common Stock purchased under the Plan
normally will not be issued to participants. The number of shares credited to a
participant's account under the Plan will be shown on the participant's
statement of account. This convenience protects against loss, theft or
destruction of stock certificates.
A certificate for any number of whole shares credited to an account
under the Plan (whether purchased under the Plan or deposited with the
Administrator for safekeeping) will be issued upon the written request of the
participant. The issuance of such certificate will not terminate participation
in the Plan. However, if a participant is not reinvesting his or her cash
dividends other than on shares credited to the participant's account under the
Plan, the issuance of a certificate for such shares will remove them from the
Plan and the cash dividends on such shares will not be reinvested thereafter.
Any full shares and fraction of a share not issued will continue to be credited
to the participant's account and cash dividends on such shares will continue to
be reinvested in Common Stock.
Shares credited to the account of a participant under the Plan may not
be pledged as collateral. A participant who wishes to pledge such shares must
request that a certificate for such shares be issued to the participant in his
or her name.
Certificates for fractions of shares will not be issued under any
circumstances.
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20. How does a participant sell shares held in the Plan?
A participant may request the Administrator to sell any number of
shares, including fractional shares, held in his Plan account at any time by
giving written instructions to the Administrator. The Administrator will make
the sale as soon as practicable following receipt of the request. If an account
is in the name of joint tenants, each individual whose name is on the account
must execute the request to sell shares. The participant or participants will
receive the proceeds, less an administrative charge of $5.00 and all applicable
brokerage commissions. Proceeds of shares sold through the Plan will be paid by
check.
If instructions for the sale of all shares credited to a Plan account
are received on or after an ex-dividend date but before the related dividend
payment date, the sale will not be processed until after the dividend payment
date. The dividends on the shares will be reinvested on the dividend payment
date and the shares purchased with the dividends will be included in the shares
sold. If instructions for the sale of less than all shares are received on or
after an ex-dividend date but before the related dividend payment date, the sale
will be processed as soon as practicable and the dividend on the shares that
have been sold, as well as the dividend on the shares remaining in the account,
will be reinvested on the dividend payment date and the shares purchased will be
credited to the Participant's account. The ex-dividend date is two business days
prior to the record date and will normally be approximately two weeks before the
dividend payment date.
21. How does a participant transfer shares held in the Plan?
If a participant wishes to transfer the ownership of all or part of the
shares held in his or her Plan account to another person, whether by gift,
private sale or otherwise, the participant may effect such transfer by mailing a
properly completed and executed stock assignment (stock power) to the
Administrator. Transfers of all or less than all of the participant's shares
must be made in whole share amounts, unless the transfer is being made to
another participant in the Plan, in which case fractional shares may be
transferred. If the participant transfers all whole shares in his or her
account, any remaining fractional share will remain in the account and dividends
on the fractional share and any optional cash payment will be invested in Common
Stock unless the participant instructs the Administrator to sell the fractional
share or to terminate participation in the Plan, in which case the fractional
share will be sold and the proceeds (less any sales commission and a handling
charge of $5.00) will be mailed directly to the participant.
Written requests for transfer sent to the Administrator must include
the name(s), address and tax identification number of the transferee(s) and be
accompanied by an executed stock assignment (stock power) with medallion
signature guarantee. The signature(s) on the assignment must correspond with the
name(s) on the account.
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If instructions for the transfer of all shares credited to a Plan
account are received on or after an ex-dividend date but before the related
dividend payment date, the transfer will not be processed until after the
dividend payment date. The dividends on the shares will be reinvested on the
dividend payment date and the shares purchased with the dividends will be
included in the shares transferred. If instructions for the transfer of less
than all shares are received on or after an ex-dividend date but before the
related dividend payment date, the transfer will be processed as soon as
practicable and the dividend on the shares that have been transferred, as well
as the dividend on the shares remaining in the account, will be reinvested on
the dividend payment date and the shares purchased will be credited to the
participant's account.
A stock certificate for the shares transferred will be issued to the
transferee(s) and information pertaining to the Plan will be mailed to the
transferee(s), unless the transferee(s) already participates in the Plan.
Termination
22. How does a participant terminate his or her participation in the Plan?
A participant may terminate participation in the Plan by notifying the
Administrator, in writing, that he or she wishes to terminate.
A notice of termination is normally effective when it is received by
the Administrator. However, if the notice is received on or after an ex-dividend
date and before the related dividend payment date, the notice will be effective
after the dividend payment date. The dividend paid on that date and any optional
cash payment will be invested under the Plan. The notice will be processed after
the participant's account has been credited with the shares purchased.
Dividends paid after termination from the Plan will be paid in cash
directly to the shareholder unless he or she elects to re-enroll in the Plan,
which the shareholder may do at any time.
23. How are shares distributed upon termination?
When a participant terminates participation in the Plan, or upon
termination of the Plan by the Company, a certificate for whole shares credited
to his or her account under the Plan will be issued and a cash payment will be
made for any fraction of a share based on the then current market price of the
shares of Common Stock of the Company, less any sales commission and a handling
charge of $5.00. Upon termination, the participant may request that all of the
shares, both whole and fractional, credited to his or her account in the Plan be
sold.
<PAGE>
Other Information
24. Does participation in the Plan involve any risk?
The Plan itself creates no additional risk. The risk to participants is
the same as with any other investment of shares of Common Stock of the Company.
It is important to recognize, however, that participants do not have control
over the price or the time at which Common Stock is purchased or sold for their
Plan accounts and participants therefore bear the market risk associated with
fluctuations in the price of Common Stock during the period that their
investment instructions are being processed by the Administrator. Participants
also must recognize that neither the Company nor the Administrator can assure a
profit or protect against loss on the shares purchased under the Plan.
25. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any shares distributed by the Company as a stock dividend on shares
credited to a participant's account, or upon any split of such shares, will be
credited to the participant's account and held by the Administrator for
safekeeping. Stock dividends distributed on shares registered in the name of a
participant that are not held by the Administrator under the Plan, as well as
shares distributed on account of any split of such shares, will be mailed
directly to the shareholder. In a rights offering, a participant's entitlement
will be based upon his or her total holdings, including shares credited to the
participant's account under the Plan. Except for the rights provided for by the
Shareholder Rights Plan (see "Description of Capital Stock - Common Share
Purchase Rights" below), rights applicable to shares credited to a participant's
account under the Plan will be applied as an optional cash payment to purchase
shares of Common Stock on the next date shares are purchased under the Plan.
26. How will a participant's shares be voted at shareholder meetings?
All shares held in the Plan for a participant will be voted as the
participant directs on a proxy which will be furnished to the participant. If a
participant does not return that proxy or vote in person at the meeting, such
shares will not be voted.
27. What is the responsibility of the Company and Administrator?
In administering the Plan, neither the Company, the Administrator nor
any agent will be liable for any action done in good faith, or for any omission
to act in good faith, including, without limitation, any claim of liability
arising (a) with respect to the prices at which shares are purchased or sold for
your account and the times when such purchases or sales are made, or (b) for any
fluctuation in the market value after purchase or sale of shares, or (c) for
continuation of your account until receipt by the Administrator of
<PAGE>
written notice of termination or written evidence of your death. Nothing in the
above paragraph shall be deemed to constitute a waiver of any rights that you
might have under the Securities Act of 1933 or other applicable federal laws.
28. May the Plan be changed?
The Company reserves the right to amend, suspend, modify or terminate
the Plan at any time. Notice of any such amendment, suspension, modification or
termination will be sent to all participants. Any uninvested funds held by the
Administrator at the time of any suspension or termination of the Plan will be
remitted by the Administrator to the participants.
---------------------------------------------------------
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, a participant in the Plan must include
as taxable income the amount of the cash dividend (before deduction of any
required income tax withholding) that would have been received if the dividend
had not been reinvested in Common Stock. The information return sent to
participants and the Internal Revenue Service at year-end (Form 1099-DIV) will
include such dividends. The tax basis per share for shares of Common Stock
acquired pursuant to the Plan is equal to the purchase price per share as
described in Question 10, plus any brokerage commissions paid by the Company.
Brokerage commissions paid by the Company on a participant's behalf in acquiring
Common Stock for his or her account are treated as distributions subject to
income tax in the same manner as dividends. The information return sent to
participants and the Internal Revenue Service at year-end (Form 1099-DIV) will
include such brokerage commissions paid on behalf of the participants.
For purposes of measuring capital gains, a participant's holding period
for shares of Common Stock acquired pursuant to the Plan will begin on the day
following the purchase of such shares.
A participant will realize gain or loss when shares are sold or
transferred in a taxable transaction and, in the case of a fractional share,
when the participant receives a cash payment for a fraction of a share credited
to the participant's account upon termination of his or her participation in the
Plan. The amount of such gain or loss will be the difference between the amount
which the participant receives for the shares or fraction of a share and the tax
basis therefor.
As described below in "Description of Capital Stock - Common Share
Purchase Rights", shares of Common Stock purchased under the Plan have Rights
attached. Depending upon the circumstances, participants may recognize taxable
income in the event that the Rights become exercisable or are exercised for
shares of Common Stock or
<PAGE>
for common stock of an acquiring company. Redemption of the Rights by the
Company also would be a taxable event.
The federal income tax discussion set forth above is included for
general information only. Participants should consult their tax advisors with
respect to the tax consequences of participation in the Plan and the sale or
transfer of shares purchased under the Plan.
DESCRIPTION OF CAPITAL STOCK
The following statements contain, in summary form, certain information
relating to the capital stock of the Company. They do not purport to be
complete, and are intended to outline the information presented in general terms
only. Such statements are subject to the provisions of the Company's Restated
and Amended Articles of Incorporation (the "Restated Articles") and the Common
Share Purchase Rights described herein.
The authorized capital stock of the Company consists of 1,000,000
shares of Serial Preferred Stock, no par value (the "Preferred Stock") (none of
which have been issued), and 120,000,000 shares of Common Stock, no par value.
COMMON STOCK
All issued and outstanding shares of Common Stock are, and any shares
issued by the Company pursuant to this offering will be, validly issued, fully
paid, and non-assessable. Holders of Common Stock have one vote for each share
held and are not entitled to cumulate their votes for the election of directors.
Shares of Common Stock are not subject to redemption and the holders of such
shares do not have preemptive rights. Holders of shares of Common Stock are
entitled to share ratably in the assets of the Company legally available for
distribution to holders of Common Stock in the event of liquidation,
dissolution, or winding up of the Company. The holders of Common Stock are
entitled to dividends when, as and if declared by the Board of Directors of the
Company.
COMMON SHARE PURCHASE RIGHTS
Each share of Common Stock issued prior to the occurrence of certain
takeover events has a Common Share Purchase Right (a "Right") attached in
accordance with the terms of a Shareholder Rights Plan adopted by the Board of
Directors of the Company on June 14, 1989. The Rights do not become exercisable
and do not separate from the shares of Common Stock until the occurrence of such
takeover events. Each Right, when it becomes exercisable, entitles the holder to
purchase one share of Common Stock at a price of $55 per Right, or to purchase
additional shares of Common Stock or the common
<PAGE>
shares of the acquiring company having a market value of two times the exercise
price of the Right, depending upon the circumstances.
Under certain circumstances, Rights beneficially owned by a person or a
group of affiliated or associated persons who have acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding shares
of Common Stock become null and void. The Rights may be redeemed by the Company
at a price of $.01 per Right and expire on June 14, 1999.
PREFERRED STOCK
The Board of Directors is empowered by the Restated Articles to issue,
from time to time, one or more series of the authorized Preferred Stock without
shareholder approval. The authorized but unissued shares of Preferred Stock may
be issued with such designations, preferences or rights, and have the
qualifications, limitations or restrictions thereon, as may be fixed and
determined by resolution of the Company's Board of Directors. Therefore, shares
of Preferred Stock could have rights that would cause such shares to be superior
to the Common Stock with respect to such matters as voting, dividends and
liquidation.
REGISTRAR AND TRANSFER AGENT
UMB Bank, n.a., Kansas City, Missouri, is the Registrar and Transfer
Agent for the Common Stock of the Company.
INDEMNIFICATION
Consistent with Iowa law, Article X of the Restated Articles provides
that the Company will indemnify its directors and officers against expenses,
judgments, fines and amounts paid in settlement in connection with any action,
suit or proceeding if the director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of the
Company. With respect to a criminal action or proceeding, the director or
officer must also have had no reasonable cause to believe his conduct was
unlawful. Article X of the Restated Articles also eliminates the personal
liability of each director to the full extent permitted by law. The Company
maintains standard director's and officer's liability coverage for its directors
and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers or
controlling persons of the Company pursuant to the provisions of the Restated
Articles or under insurance policies of the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
<PAGE>
LEGAL OPINION AND EXPERTS
The legality of the original issued shares of Common Stock registered
hereby has been passed upon for the Company by Ahlers, Cooney, Dorweiler,
Haynie, Smith & Allbee, P.C., Des Moines, Iowa. Kenneth H. Haynie, a shareholder
with such law firm, has been a member of the Board of Directors of the Company
since 1987. Mr. Haynie is considered to be the beneficial owner (as defined in
the Act) of 436,431 shares of Common Stock of the Company. In addition, other
lawyers in said law firm beneficially own an aggregate of 5,234 shares of Common
Stock of the Company.
The financial statements included in the Company's Annual Report on
Form 10-K as of April 30, 1997 and 1996 and for each of the years in the
three-year period ended April 30, 1997 have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in auditing and
accounting.
<PAGE>
[CASEY'S LOGO]
CASEY'S GENERAL STORES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Common Stock
--------------------
PROSPECTUS
--------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained herein, and if given or made
such information and representations must not be relied upon as having been
authorized by Casey's General Stores, Inc. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the Common Stock
offered hereby in any State to any person to whom it is unlawful to make such
offer in such State. Neither the delivery of this Prospectus nor any sale
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of Casey's General Stores, Inc. since the date
hereof.
Dated September 11, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution
of the Common Stock are as follows:
<TABLE>
<CAPTION>
<S> <C>
Registration fee--Securities and Exchange Commission $ 3,598
Legal fees and expenses $10,000
Printing expenses $ 1,500
Miscellaneous expenses $ 1,000
----------
TOTAL $16,098
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 490.851 of the Iowa Business Corporation Act ("IBCA") grants
each corporation organized thereunder, such as the Registrant, the power to
indemnify its directors and officers against liabilities for certain of their
acts. Section B of Article X of the Registrant's Restated and Amended Articles
of Incorporation provides for indemnification of directors and officers of the
Registrant to the full extent permitted by Section 490.851 of the IBCA, subject
to certain limited exceptions including that no such indemnification shall be
provided for any proceeding wherein it shall be determined by final judicial
decision that such director or officer is liable (i) for a breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve any intentional misconduct or
knowing violation of the law, (iii) for a transaction from which the director
derives an improper personal benefit or (iv) under former Section 496A.44
(comparable to current Section 490.833) of the IBCA related to liability for
unlawful distributions.
Section 490.832 of the IBCA permits corporations to adopt a provision
in the articles of incorporation of each corporation organized thereunder, such
as the Registrant, eliminating or limiting, with certain exceptions, the
personal liability of a director of the corporation to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Section A of Article X of the Registrant's Restated and Amended Articles of
Incorporation eliminates the personal liability of each director except for
liability (i) for a breach of the director's duty of loyalty to the Registrant
or its stockholders, (ii) for acts or omissions not in good faith or which
involve any intentional misconduct or knowing violation of the law, (iii) for a
transaction from which the director derives an improper personal benefit or (iv)
under former Section 496A.44 (comparable to current Section 490.833) of the IBCA
related to liability for unlawful distributions.
<PAGE>
Section B of Article X further provides that the Registrant may, but is
not required to, maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Registrant against any expense,
liability or loss whether or not the Registrant would have the power to
indemnify such person against such expense, liability or loss under the IBCA.
The Registrant carries standard directors' and officers' liability coverage for
its directors and officers. Subject to certain limitations, the policy
reimburses the Registrant for liabilities indemnified under Article X and
indemnifies directors and officers against additional liabilities not
indemnified under Article X.
The foregoing statements are subject to the detailed provisions of
Sections 490.832, 490.833 and 490.851 of the IBCA and Article X of the
Registrant's Restated and Amended Articles of Incorporation, as applicable.
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS.
Exhibit No. Exhibit
-------------- ---------
<C> <S>
4.2 Rights Agreement between Casey's General Stores,
Inc. and United Missouri Bank of Kansas City, N.A.,
as Rights Agent, relating to Common Share Purchase
Rights (1) and amendments thereto (2), (3), (4)
4.3 Note Agreement dated as of February 1, 1993 between
Casey's General Stores, Inc. and Principal
Mutual Life Insurance Company and Nippon Life
Insurance Company of America (5) and First
Amendment thereto (6)
4.4 Note Agreement dated as of December 1, 1995
between Casey's General Stores, Inc. and Principal
Mutual Life Insurance Company (6)
5 Opinion of Ahlers, Cooney, Dorweiler, Haynie, Smith
& Allbee, P.C.
23(a) Consent of Ahlers, Cooney, Dorweiler, Haynie, Smith
& Allbee, P.C. (included as part of the opinion
being filed as Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
<PAGE>
99 Cautionary Statement Relating to Forward-Looking
Statements (7)
</TABLE>
- -------------------------------------
(1) Incorporated by reference from the Registration Statement
on Form 8-A filed June 19, 1989 (0-12788).
(2) Incorporated by reference from the Form 8 (Amendment No. 1
to the Registration Statement on Form 8-A filed June 19, 1989), filed September
10, 1990.
(3) Incorporated by reference from the Form 8-A/A (Amendment No.
3 to the Registration Statement on Form 8-A filed June 19, 1989), filed March
30, 1994.
(4) Incorporated by reference from the Form 8-A12G/A (Amendment
No. 2 to the Registration Statement on Form 8-A filed June 19, 1989), filed
July 29, 1994.
(5) Incorporated by reference from the Current Report on Form
8-K filed February 18, 1993.
(6) Incorporated by reference from the Current Report on Form
8-K filed January 11, 1996.
(7) Incorporated by reference from the Quarterly Report on Form 10-Q
for the fiscal quarter ended January 31, 1997.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) To include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that the
Registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) hereof if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d)
<PAGE>
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ankeny, State of Iowa, on September 4, 1997.
CASEY'S GENERAL STORES, INC.
By: /s/ Donald F. Lamberti
-------------------------------
Donald F. Lamberti, Chief Executive
Officer and Chairman of the Board
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: September 4, 1997 By: /s/ Donald F. Lamberti
-------------------------------
Donald F. Lamberti
Chief Executive Officer,
Chairman of the Board
(Principal Executive Officer)
Date: September 5, 1997 By: /s/ Ronald M. Lamb
-------------------------------
Ronald M. Lamb
President and Chief Operating
Officer, Director
<PAGE>
Date: September 5, 1997 By: /s/ Douglas K. Shull
-------------------------
Douglas K. Shull
Treasurer, Director
(Principal Financial Officer
and Principal
Accounting Officer)
Date: September 5, 1997 By: /s/ John G. Harmon
-------------------------------
John G. Harmon
Secretary, Director
Date: September 5, 1997 By: /s/ Patricia Clare Sullivan
-------------------------------
Patricia Clare Sullivan
Director
Date: September 5, 1997 By: /s/ Kenneth H. Haynie
-------------------------------
Kenneth H. Haynie
Director
Date: September 4, 1997 By: /s/ John R. Fitzgibbon
-------------------------------
John R. Fitzgibbon
Director
Date: --------------- By: -------------------------------
Jack P. Taylor
Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Document Page
- -------------- ------------- ----
<C> <S>
5 Opinion of Ahlers,
Cooney, Dorweiler, Haynie,
Smith & Allbee, P.C.
23(a) Consent of Ahlers, Cooney,
Dorweiler, Haynie, Smith &
Allbee, P.C. (included as part
of the opinion being filed as Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP
</TABLE>
Exhibit 5
[LETTERHEAD OF
AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C.]
September 11, 1997
RE: Casey's General Stores, Inc.
Registration Statement on Form S-3
Casey's General Stores, Inc. Dividend Reinvestment
and Stock Purchase Plan
Ladies and Gentlemen:
We are counsel for Casey's General Stores, Inc., an Iowa corporation
(the "Company"), and have acted as such in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed on
September 11, 1997, with the Securities and Exchange Commission for the purpose
of registering 500,000 shares of the Company's Common Stock, no par value (the
"Shares") for issuance under the Casey's General Stores, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") by the Company from time to
time pursuant to Rule 415 of the Securities Act of 1933, as amended.
In our capacity as such counsel, we have examined such pertinent
records and documents and matters of law as we have deemed necessary in order to
express the opinions hereinafter set forth. On the basis thereof, we are of the
opinion that:
1. The Company has been duly incorporated and is legally existing
as a corporation under the laws of the State of Iowa.
2. When the Registration Statement becomes effective and the
Shares have been issued and delivered as contemplated in the
Registration Statement and as authorized by the Company's
Board of Directors, the Shares will be validly issued, fully
paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions and Experts" in Part I of the Registration Statement.
Very truly yours,
/s/ William J. Noth
FOR THE FIRM
WJN/aes
Exhibit 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Casey's General Stores, Inc.
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Legal Opinions and Experts"
in the Prospectus.
Des Moines, Iowa KPMG PEAT MARWICK LLP
September 11, 1997
