CASEYS GENERAL STORES INC
10-Q, 1998-09-09
CONVENIENCE STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                   For the Fiscal Quarter Ended July 31, 1998

                         Commission File Number 0-12788


                          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 BOULEVARD, ANKENY, IOWA
                    (Address of principal executive offices)

                                      50021
                                   (Zip Code)

                                 (515) 965-6100
              (Registrant's telephone number, including area code)

                                      NONE
              (Former name, former address and former fiscal year,
                          if changed since last report)





<PAGE>



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ------

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

   Common Stock, No Par Value                   52,627,262 shares
         (Class)                          (Outstanding at September 2, 1998)





<PAGE>



                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                         Page

PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements.

                           Consolidated condensed balance sheets -
                           July 31, 1998 and April 30, 1998               3

                           Consolidated condensed statements
                           of income - three months ended
                           July 31, 1998 and 1997                         5


                           Consolidated condensed statements of
                           cash flows - three months ended
                           July 31, 1998 and 1997                         6

                           Notes to consolidated condensed
                           financial statements                           7

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.                                    8


PART II - OTHER INFORMATION

         Item 1.           Legal Proceedings.                             13

         Item 6.           Exhibits and Reports on Form 8-K.              14

SIGNATURE                                                                 17




<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.


                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>


                                                    July 31,         April 30,
                                                       1998            1998
                                                    --------         --------
         ASSETS

<S>                                                <C>               <C>

Current assets:
    Cash and cash equivalent                       $    4,950             4,022
    Short-term investments                              1,070             1,328
    Receivables                                         2,962             2,537
    Inventories                                        40,446            39,200
    Prepaid expenses                                    5,714             5,437
                                                    ---------            ------
        Total current assets                           55,142            52,524
                                                    ---------            ------
Long-term investments                                   6,433             6,137

Other assets                                            1,391             1,405

Property and equipment, net of
  accumulated depreciation
  July 31, 1998, $192,489
  April 30, 1998, $185,133                            437,134           419,908

                                                     $500,100           479,974
                                                      -------           -------

See notes to consolidated condensed financial statements.
</TABLE>




<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                                   (Continued)
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>


         LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                 <C>                 <C>
Current liabilities:
    Notes payable                                   $ 26,725            16,600
    Current maturities of
      long-term debt                                   5,459             5,515
    Accounts payable                                  41,962            43,745
    Accrued expenses                                  19,101            19,748
    Income taxes payable                               4,800             4,380
                                                     -------           -------
      Total current liabilities                       98,047            89,988
                                                     -------           -------
Long-term debt, net of
  current maturities                                  77,735            79,094
                                                     -------           -------
Deferred income taxes                                 46,504            45,004
                                                     -------           -------
Deferred compensation                                  2,597             2,514
                                                     -------           -------
Shareholders' equity
  Preferred stock, no par value                        ---                ---
  Common Stock, no par value                          66,056           65,922
  Retained earnings                                  209,161          197,452
                                                     -------          -------
Total shareholders' equity                           275,217          263,374
                                                     -------          -------
                                                    $500,100          479,974
                                                     -------          -------


See notes to consolidated condensed financial statements.

</TABLE>



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                        Three Months Ended
                                                               July 31,
                                                    1998               1997
                                                    ----               ----
<S>                                                <C>                <C>
Net Sales                                          $332,446           320,654

Franchise revenue                                     1,484             1,367
                                                    -------           -------
                                                    333,930           322,021
                                                    -------           -------
Cost of goods sold                                  258,448           254,281
Operating expenses                                   45,701            42,390
Depreciation and
  amortization                                        8,072             7,161
Interest, net                                         1,714             1,324
                                                    -------           -------
                                                    313,935           305,156
                                                    -------           -------
Income before income taxes                           19,995            16,865

Federal and state
   income taxes                                       7,498             6,324
                                                    -------           -------
Net income                                         $ 12,497            10,541
                                                    -------           -------
Earnings per common
   and common equivalent
   share
                   Basic                           $    .24               .20
                                                   --------           -------
                   Dilutive                        $    .24               .20
                                                   --------           -------

See notes to consolidated condensed financial statements.
</TABLE>

<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                                July 31,
                                                      1998             1997
<S>                                                <C>                 <C>
Cash flows from operations:
  Net income                                      $ 12,497             10,541
  Adjustments to reconcile
    net income to net cash
    provided by operations:
      Depreciation and amortization                  8,072              7,161
      Deferred income taxes                          1,500              1,750
      Changes in assets and liabilities:
         Receivables                                  (425)              (184)
         Inventories                                (1,246)            (1,488)
         Prepaid expenses                             (277)              (193)
         Accounts payable                           (1,783)             4,443
         Accrued expenses                             (647)               616
         Income taxes payable                        4,420              4,574
      Other, net                                       325                900
                                                    ------            -------
Net cash provided by operations                     22,436             28,120
                                                   -------            -------
Cash flows from investing:
  Purchase of property and equipment               (25,535)           (22,163)
  Purchase of investments                           (1,295)            (3,553)
  Sale of investments                                1,266              5,614
                                                    ------            -------
Net cash used in investing
  activities                                       (25,564)           (20,102)
                                                   -------            --------




<PAGE>



Cash flows from financing:
  Payments of long-term debt                        (1,415)            (2,660)
  Net activity of short-term debt                    6,125               (800)
  Proceeds from exercise of
    stock options                                      134                243
  Payment of cash dividends                           (788)              (656)
                                                    -------            -------
Net cash provided by (used in)
  financing activities                               4,056             (3,873)
                                                    -------            -------
Net increase in cash
  and cash equivalents                                 928              4,145
Cash and cash equivalents at
  beginning of the year                              4,022              3,098
                                                    ------             -------
Cash and cash equivalents at
  end of the quarter                              $  4,950              7,243
                                                   -------             -------

See notes to consolidated condensed financial statements.


</TABLE>

<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   The accompanying  consolidated  condensed financial statements  (unaudited)
     include  the  accounts  and   transactions  of  the  Company  and  its  two
     wholly-owned  subsidiaries,  Casey's Marketing Company and Casey's Services
     Company.  All material  inter-company  balances and transactions  have been
     eliminated in consolidation.

2.   The accompanying  consolidated  condensed financial statements  (unaudited)
     have been prepared by the Company  pursuant to the rules and regulations of
     the Securities and Exchange  Commission.  Certain  information and footnote
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed  or  omitted  pursuant  to such rules and  regulations.  Although
     management   believes  that  the  disclosures  are  adequate  to  make  the
     information  presented not  misleading,  it is suggested that these interim
     consolidated condensed financial statements be read in conjunction with the
     Company's most recent audited  financial  statements and notes thereto.  In
     the  opinion  of  management,   the  accompanying   consolidated  condensed
     financial  statements  (unaudited)  contain all adjustments  (consisting of
     only normal recurring  accruals)  necessary to present fairly the financial
     position as of July 31, 1998,  and the results of operations  for the three
     months  ended  July 31,  1998 and 1997,  and  changes in cash flows for the
     three months ended July 31, 1998 and 1997.

3.   The Company's financial condition and results of operations are affected by
     a  variety  of  factors  and  business  influences,  certain  of which  are
     described  in  the  Cautionary   Statement   Relating  to   Forward-Looking
     Statements filed as Exhibit 99 to the Quarterly Report on Form 10-Q for the
     fiscal quarter ended January 31, 1997. These interim consolidated condensed
     financial  statements  (unaudited)  should be read in conjunction with that
     Cautionary Statement.

4.   All per-share  amounts and number of shares  outstanding  set forth in this
     Form 10- Q (and in the exhibits  hereto) have been  adjusted to reflect the
     two-for-one  stock split declared for shareholders of record on February 2,
     1998 and distributed as of February 17, 1998.




<PAGE>



Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.

         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in
Thousands)

     Casey's derives its revenue from the retail sale of food (including freshly
prepared  foods such as pizza,  donuts and  sandwiches),  beverages and non-food
products such as health and beauty aids, tobacco products,  automotive  products
and gasoline by Company  stores and from the wholesale  sale of certain  grocery
and general  merchandise  items and gasoline to franchised  stores.  The Company
also generates  revenues from  continuing  monthly  royalties  based on sales by
franchised  stores,  sign and facade  rental fees and the  provision  of certain
maintenance,   transportation   and  construction   services  to  the  Company's
franchisees.  A typical store is generally not  profitable for its first year of
operation due to start-up costs and will usually attain representative levels of
sales and profits during its third year of operation.

     Due to the nature of the Company's  business,  most sales are for cash, and
cash provided by operations is the Company's  primary  source of liquidity.  The
Company  finances its  inventory  purchases  primarily  from normal trade credit
aided by the relatively  rapid turnover of inventory.  This turnover  allows the
Company to conduct  its  operations  without  large  amounts of cash and working
capital.  As of July 31, 1998, the Company's  ratio of current assets to current
liabilities was .56 to 1. The ratio at July 31, 1997 and April 30, 1998, was .72
to 1 and .58 to 1, respectively.  Management believes that the Company's current
$42,000 bank lines of credit  (aggregate  amount),  together with cash flow from
operations,  will be  sufficient  to satisfy  the working  capital  needs of its
business.

     Net cash  provided  by  operations  decreased  $5,684  (20.2%) in the three
months  ended  July 31,  1998 from the  comparable  period  in the  prior  year,
primarily  as a result of a  decrease  in  accounts  payable.  Cash  flows  from
investing in the three months ended July 31, 1998 decreased primarily due to the
increase in capital expenditures. Cash flows from financing increased, primarily
as a result of an  increase  in  short-term  debt.  Cash flows in the future are
expected  to  decrease  as  a  result  of  the  anticipated  growth  in  capital
expenditures.

     Capital  expenditures  represent the single  largest use of Company  funds.
Management  believes that by reinvesting in Company stores,  the Company will be
better  able  to  respond  to  competitive  challenges  and  increase  operating
efficiencies. During the first three months of fiscal 1999, the Company expended
$25,535  for  property  and  equipment,   primarily  for  the  construction  and
remodeling of Company stores, compared


<PAGE>



to $22,163 for the comparable period in the prior year. The Company  anticipates
expending approximately $90,000 in fiscal 1999 for construction, acquisition and
remodeling of Company  stores,  primarily  from funds  generated by  operations,
existing cash and short-term  investments and proceeds of the 7.70% Senior Notes
due December 15, 2004 (the "7.70%  Notes"),  the 7.38% Senior Notes due December
28, 2020 (the "7.38%  Notes") and the 6.55%  Senior  Notes due December 18, 2003
(the "6.55% Notes").

     As of July 31, 1998, the Company had long-term debt of $77,735,  consisting
of $16,500 in principal  amount of 7.70% Notes,  $30,000 in principal  amount of
7.38%  Notes,  $18,000 in principal  amount of 6.55% Notes,  $10,051 of mortgage
notes payable and $3,184 of capital lease obligations.

     Interest on the 7.70% Notes is payable on the 15th day of each month at the
rate of 7.70% per annum. Principal of the 7.70% Notes matures in forty quarterly
installments beginning March 15, 1995. The Company may prepay the 7.70% Notes in
whole or in part at any time in an amount of not less  than  $1,000 or  integral
multiples  of $100  in  excess  thereof  at a  redemption  price  calculated  in
accordance  with the Note  Agreement  dated as of February  1, 1993  between the
Company and the purchasers of the 7.70% Notes.

     Interest on the 7.38% Notes is payable  semi-annually on the  twenty-eighth
day of June  and  December  in each  year,  commencing  June  28,  1996,  and at
maturity, at the rate of 7.38% per annum. The 7.38% Notes mature on December 28,
2020, with prepayments of principal commencing December 28, 2010 and ending June
28,  2020,  inclusive,  with the  remaining  principal  payable at  maturity  on
December 28, 2020. The Company may prepay the 7.38% Notes in whole or in part at
any time in an amount not less than $1,000 or in integral  multiples  of $100 in
excess  thereof at a redemption  price  calculated in  accordance  with the Note
Agreement dated as of December 1, 1995 between the Company and Principal  Mutual
Life Insurance Company, as the purchaser of the 7.38% Notes.

     Interest on the 6.55% Notes is payable  quarterly on the 18th day of March,
June,  September and December of each year,  commencing  March 18, 1998,  and at
maturity,  at the rate of 6.55% per annum.  Principal of the 6.55% Notes matures
in five annual installments commencing December 18, 1999. The Company may prepay
the  6.55%  Notes in whole or in part at any time in an  amount of not less than
$1,000 or integral  multiples of $100 in excess  thereof at a  redemption  price
calculated in accordance  with the Note  Agreement  dated as of December 1, 1997
between the Company and the Purchasers of the 6.55% Notes.



<PAGE>



     To date,  the Company has funded  capital  expenditures  primarily from the
proceeds  of the  sale of  Common  Stock,  issuance  of the  6-1/4%  Convertible
Subordinated  Debentures  (which were  converted  into shares of Common Stock in
1994),  the Senior  Notes,  a mortgage  note and through  funds  generated  from
operations.  Future capital needs required to finance  operations,  improvements
and the  anticipated  growth in the number of Company  stores are expected to be
met from cash generated by operations, existing cash, investments and additional
long-term debt or other  securities as  circumstances  may dictate,  and are not
expected to adversely affect liquidity.

     The United  States  Environmental  Protection  Agency and  several  states,
including  Iowa,  have  established  requirements  for owners and  operators  of
underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak
detection,  corrosion  protection and overfill/spill  protection  systems;  (ii)
upgrade of existing  tanks;  (iii)  actions  required in the event of a detected
leak;  (iv)  prevention  of leakage  through  tank  closings;  and (v)  required
gasoline  inventory  recordkeeping.  Since 1984,  new  Company  stores have been
equipped with  non-corroding  fiberglass USTs,  including many with double- wall
construction,  over-fill  protection and  electronic  tank  monitoring,  and the
Company has an active  inspection  and  renovation  program  with respect to its
older USTs. The Company  currently has 1,885 USTs, of which 1,558 are fiberglass
and 327 are steel. Management believes that its existing gasoline procedures and
planned  capital  expenditures  will continue to keep the Company in substantial
compliance with all current federal and state UST regulations.

     Several of the states in which the Company  does  business  have trust fund
programs  with  provisions  for  sharing  or  reimbursing  corrective  action or
remediation costs incurred by UST owners,  including the Company. In each of the
years ended April 30, 1998 and 1997,  the Company spent  approximately  $502 and
$579,  respectively,  for assessments and  remediation.  During the three months
ended July 31, 1998, the Company expended  approximately $198 for such purposes.
Substantially  all of these  expenditures  have been submitted for reimbursement
from  state-sponsored  trust fund  programs  and as of July 31, 1998, a total of
approximately $4,300 has been received from such programs since their inception.
Such amounts are typically subject to statutory  provisions  requiring repayment
of the  reimbursed  funds for  noncompliance  with upgrade  provisions  or other
applicable  laws.  See "Legal  Proceedings"  under Part II,  Item 1 hereof.  The
Company has accrued a liability at July 31, 1998,  of  approximately  $1,600 for
estimated  expenses  related to  anticipated  corrective  actions or remediation
efforts,  including relevant legal and consulting costs. Management believes the
Company has no material  joint and several  environmental  liability  with other
parties.

     Management  of the  Company  currently  estimates  that  aggregate  capital
expenditures for electronic  monitoring,  cathodic protection and overfill/spill
protection


<PAGE>



will  approximate  $1,000 through December 23, 1998, in order to comply with the
existing UST regulations.  Additional regulations, or amendments to the existing
UST   regulations,   could  result  in  future   revisions  to  such   estimated
expenditures.  Such  expenditures  are expected to be funded as described above,
and are not expected to adversely affect liquidity.

         THREE MONTHS ENDED JULY 31,1998 COMPARED TO THREE MONTHS
ENDED JULY 31,1997 (Dollars in Thousands)

     Net sales for the first  quarter of fiscal 1999  increased by $1,179 (3.7%)
over the comparable  period in fiscal 1998.  Retail  gasoline sales decreased by
$4,321  (2.4%) as the number of gallons sold  increased by 19,757  (12.6%) while
the average retail price per gallon  decreased  13.3%.  During this same period,
retail sales of grocery and general merchandise increased by $15,586 (13.3%) due
to the  addition  of 68 new  Company  Stores  and a greater  number of stores in
operation for at least three years.

     Cost of goods  sold as a  percentage  of net  sales was 77.7% for the first
quarter of fiscal 1999, compared to 79.3% for the comparable period in the prior
year.  The gross profit margins on retail  gasoline  sales  increased (to 10.1%)
during the first quarter of fiscal 1999 from the first quarter of the prior year
(9.4%). However, the gross profit margin per gallon decreased (to $.1026) in the
first  quarter  of fiscal  1999  from the  comparable  period in the prior  year
($.1104).  The gross profits on retail sales of grocery and general  merchandise
also increased (to 39.9%) from the comparable period in the prior year (39.7%).

     Operating  expenses as a  percentage  of net sales were 13.7% for the first
quarter of fiscal 1999 compared to 13.2% for the comparable  period in the prior
year. The increase in operating expenses as a percentage of net sales was caused
primarily by a decrease in the average retail price per gallon of gasoline sold.

     Net income  increased  by $1,956  (18.6%).  The  increase in net income was
attributable  primarily  to the  increase in retail sales of grocery and general
merchandise,  an increase in gross profit margins,  an increase in the number of
gallons of gasoline  sold and an increased  number of stores in operation for at
least three years.

         YEAR 2000

     Management  has  initiated a "Year 2000"  program to prepare the  Company's
information  technology  systems (including  hardware,  software and application
programs) for year 2000 compliance,  with project completion currently scheduled
for April 30, 1999.  All  necessary  expenditures,  which are not expected to be
material (including


<PAGE>



internal staff and  consulting  costs),  will be funded  through  operating cash
flow.  The  Company  also is working  cooperatively  with third  parties  having
systems upon which the Company must rely,  but cannot give any  assurances  that
the systems of such other parties will be year 2000 compliant on a timely basis.
Systems  operated by others which the Company would use and/or rely upon include
those of banking  institutions  and telephone  companies,  as well as vendor and
franchisee workstations and product ordering systems. The Company's business and
financial  condition and/or results of operations could be materially  adversely
affected by the failure of its systems  and  applications  or those  operated by
such other third parties.

         CAUTIONARY STATEMENT

     The foregoing  Management's  Discussion and Analysis of Financial Condition
and Results of Operations contains various  "forward-looking  statements" within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements  represent the Company's  expectations or beliefs  concerning  future
events,  including (i) any  statements  regarding  future sales and gross profit
percentages, (ii) any statements regarding the continuation of historical trends
and (iii)  any  statements  regarding  the  sufficiency  of the  Company's  cash
balances and cash  generated from  operations  and financing  activities for the
Company's future liquidity and capital resource needs. The Company cautions that
these  statements  are further  qualified by important  factors that could cause
actual  results  to  differ   materially  from  those  in  the   forward-looking
statements,  including,  without  limitations,  the  factors  described  in  the
Cautionary Statement Relating to Forward-Looking  Statements included as Exhibit
99 to the Form 10-Q for the fiscal quarter ended January 31, 1997.



                           PART II - OTHER INFORMATION


Item 1.           Legal Proceedings (Dollars in Thousands).

     The Company has filed administrative  appeals from adverse decisions by the
Iowa Department of Natural Resources  ("IDNR") and the Iowa Underground  Storage
Tank  Financial  Responsibility  Program Board (the "UST Board") with respect to
the installation of cathodic protection at certain of the Company's  underground
storage tanks ("USTs") located in the State of Iowa. The appeals followed IDNR's
determination that certain of such installations, which were performed on behalf
of  the  Company  by  a  third-  party  contractor  (Corrpro  Companies,   Inc.)
("Corrpro"), were not fully in compliance


<PAGE>



with  IDNR  administrative  rules for  corrosion  protection  upgrade.  The IDNR
upgrade  compliance  date is December 22, 1998.  However,  the UST Board,  which
controls  funds to partially  reimburse  tank owners for the costs of corrective
action for past releases from leaking USTs,  set an upgrade  compliance  date of
January  1,  1995  for  owners  such as the  Company.  As a  result  of the IDNR
determination,  the UST Board has  demanded  a refund  from the  Company  in the
amount of $1,603 for remedial costs previously  reimbursed to the Company by the
UST  Board  with  respect  to said  locations.  In  addition,  the UST  Board is
withholding   future  payment  of  remedial  funds  pending  resolution  of  the
compliance issue.

     The Company has been participating in informal settlement  discussions with
IDNR and the UST Board in an effort to resolve the matter,  and a settlement has
been reached with the IDNR. That settlement requires the Company to further test
certain  of its tanks at an  aggregate  cost of  approximately  $100 and to take
whatever  further  corrective  action may be  necessary  to  remediate  any test
failures.  This  settlement  allows all tanks subject to the  controversy  to be
considered  in  compliance  with the  December,  1998  IDNR  upgrade  rules.  No
settlement has yet been reached with the UST Board and there can be no assurance
that an  acceptable  settlement  will be  forthcoming.  In the  event  it is not
possible to reach a settlement, the Company expects to pursue its administrative
appeal and proceed with contested  case hearings  before an  administrative  law
judge  (whose  decision  may be appealed to  district  court).  If it is finally
determined that the affected sites did not meet the applicable IDNR standards on
January 1, 1995,  such sites would not qualify for  remedial  benefits  provided
through the UST Board and the benefits received with respect to such sites would
be subject to repayment.

     The  Company and  Corrpro  are  parties to a contract  under which  Corrpro
agreed to install cathodic protection systems in all of the Company's qualifying
USTs in the State of Iowa in order to meet the upgrade  requirements  by January
1,  1995,  and  further  agreed to defend  and  indemnify  the  Company  for all
liability  arising out of the acts or omissions of Corrpro in the performance of
its work under that  agreement.  The Company would expect to litigate its claims
against  Corrpro for whatever  costs or expenses it may incur as a result of the
foregoing claims and proceedings.

     The Company from time to time is a party to other legal proceedings arising
from the conduct of its business operations,  including  proceedings relating to
personal   injury  and   employment   claims,   environmental   remediation   or
contamination,  disputes  under  franchise  agreements  and  claims by state and
federal  regulatory  authorities  relating to the sale of  products  pursuant to
state or federal  licenses or  permits.  Management  does not  believe  that the
potential  liability  of the  Company  with  respect to such  other  proceedings
pending as of the date of this Form 10-Q is material in the aggregate.



<PAGE>



Item 6.           EXHIBITS AND REPORTS ON FORM 8-K.

     (a) The following  exhibits are filed with this Report or, if so indicated,
incorporated by reference.

<TABLE>
<CAPTION>

         Exhibit
         No.                                Description
         ---------                          ---------------
          <C>            <S>
          4.2            Rights Agreement  between Casey's General Stores,  Inc.
                         and United Missouri Bank of Kansas City, N.A., as
                         Rights Agent(a),  and amendments thereto (b),(c), (d)

         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 (e) and First Amendment thereto (f)

         4.4             Note Agreement dated as of December 1, 1995 between
                         Casey's General Stores, Inc. and Principal Mutual Life
                         Insurance Company (f)

         4.5             Note Agreement dated as of December 1, 1997 among the
                         Company and Principal Mutual Life Insurance Company,
                         Nippon Life Insurance Company of America and TMG Life
                         Insurance Company (g)

         11              Statement regarding computation of per share earnings

         27              Financial Data Schedule

         99              Cautionary Statement Relating to Forward-Looking
                         Statements (h)

- --------------------------------
</TABLE>

(a)  Incorporated  by  reference  from the  Registration  Statement  on Form 8-A
     (0-12788) filed June 19, 1989 relating to Common Share Purchase Rights.

(b)  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.


<PAGE>



(c)  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.

(d)  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.

(e)  Incorporated  by  reference  from the  Current  Report  on Form  8-K  filed
     February 18, 1993.

(f)  Incorporated by reference from the Current Report on Form 8-K filed January
     11, 1996.

(g)  Incorporated by reference from the Current Report on Form 8-K filed January
     7, 1998.

(h)  Incorporated  by reference  from the Quarterly  Report on Form 10-Q for the
     fiscal quarter ended January 31, 1997.


         (b)   On July 28, 1998,  the Company filed a Current Report on Form 8-K
               with respect to the resignations of Douglas K. Shull as Treasurer
               and as a member of the Board of Directors.




<PAGE>



                                    SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                                CASEY'S GENERAL STORES, INC.



Date:  September 4, 1998               By:   /s/ John G. Harmon
                                             ----------------------
                                             John G.  Harmon
                                             Secretary/Treasurer
                                             (Authorized Officer and Principal
                                             Financial Officer)






<PAGE>



                                  EXHIBIT INDEX


EXHIBIT NO.                         DESCRIPTION                          PAGE

   11                               Statement regarding                  19
                                    computation of
                                    per share earnings

   27                               Financial Data Schedule              20



                                                                      Exhibit 11


                          CASEY'S GENERAL STORES, INC.
                        Computation of Per Share Earnings
           (Dollars in Thousands, Except Share and Per Share Amounts)
<TABLE>
<CAPTION>


                                                         Three Months Ended
                                                             July 31,
                                                        1998            1997
<S>                                                 <C>             <C>
BASIC EARNINGS PER SHARE

Weighted average number of
  shares outstanding                                52,604,845      52,498,212
                                                    ----------      ----------

Net income                                         $    12,497          10,541
                                                    ----------      ----------
Basic earnings per common
 and common equivalent share                       $       .24             .20
                                                    ----------      ----------

DILUTIVE EARNINGS PER SHARE

Weighted average number of common and common equivalent shares:

    Weighted average number of
      shares outstanding                             52,604,845      52,498,212
    Shares applicable to
      stock options                                     347,715         123,810
                                                     ----------      ----------
                                                     52,952,560      52,622,022
                                                     ----------      ----------
Net Income                                          $    12,497          10,541
                                                     ----------      ----------
Dilutive earnings per common
  and common equivalent share                       $       .24             .20
                                                     ----------      ----------
</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JULY 31, 1998 OF
CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000726958
<NAME>                        CASEY'S GENERAL STORES, NC.
<MULTIPLIER>                  1,000
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               APR-30-1999
<PERIOD-START>                  MAY-01-1998
<PERIOD-END>                    JUL-31-1998
<EXCHANGE-RATE>                 1
<CASH>                          4,950
<SECURITIES>                    1,070<F1>
<RECEIVABLES>                   2,962
<ALLOWANCES>                    0
<INVENTORY>                     40,446
<CURRENT-ASSETS>                55,142
<PP&E>                          629,623
<DEPRECIATION>                  192,489
<TOTAL-ASSETS>                  500,100
<CURRENT-LIABILITIES>           98,047
<BONDS>                         77,735<F2>
           0
                     0
<COMMON>                        66,056
<OTHER-SE>                      209,161<F3>
<TOTAL-LIABILITY-AND-EQUITY>    500,100
<SALES>                         332,446
<TOTAL-REVENUES>                333,930
<CGS>                           258,448
<TOTAL-COSTS>                   258,448
<OTHER-EXPENSES>                53,773
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              1,714
<INCOME-PRETAX>                 19,995
<INCOME-TAX>                    7,498
<INCOME-CONTINUING>             12,497
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    12,497
<EPS-PRIMARY>                   .24
<EPS-DILUTED>                   .20
<FN>
<F1> SHORT-TERM INVESTMENTS
<F2> LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3> RETAINED EARNINGS
</FN>
        

</TABLE>


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