CASEYS GENERAL STORES INC
10-Q, 1998-03-11
CONVENIENCE STORES
Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD NEW YORK SER A, 24F-2NT, 1998-03-11
Next: CADIZ LAND CO INC, PRE 14A, 1998-03-11




                       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 January 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)


     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

<PAGE>
     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                        52,561,012 shares
                  (Class)                       (Outstanding at March 4, 1998)




<PAGE>
                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                         Page

PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements.

                           Consolidated condensed balance sheets -
                           January 31, 1998 and April 30, 1997           3

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

                           Consolidated condensed statements of
                           cash flows - nine months ended
                           January 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.                            14

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

SIGNATURE                                                                16



<PAGE>
                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.

<TABLE>
<CAPTION>

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


                                                      January 31,     April 30,
                                                         1998           1997
                                                      -----------     ---------
<S>                                                  <C>             <C>
         ASSETS

Current assets:
         Cash and cash equivalents ...........     $  5,959,879        3,097,741
         Short-term investments ..............        1,322,673        6,898,294
         Receivables .........................        2,788,656        2,701,740
         Inventories .........................       38,674,631       36,522,960
         Prepaid expenses ....................        5,662,767        5,452,646
                                                   ------------     ------------

                  Total current assets .......       54,408,606       54,673,381
                                                   ------------     ------------

Long-term investments ........................        6,137,339        3,561,865

Other assets .................................        1,208,451        1,341,062

Property and equipment, net of
  accumulated depreciation
  January 31, 1998, $177,504,481
  April 30, 1997, $158,097,550 ...............      411,942,684      367,468,283
                                                   ------------     ------------

                                                   $473,697,080      427,044,591
                                                   ------------     ------------


</TABLE>

See notes to consolidated condensed financial statements.



<PAGE>
                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Unaudited)
                                   (Continued)

<TABLE>
<CAPTION>


         LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                  <C>             <C>
Current liabilities:
         Notes payable .......................     $ 24,800,000        2,800,000
         Current maturities of
           long-term debt ....................        5,394,284       11,795,806
         Accounts payable ....................       33,294,289       37,207,819
         Accrued expenses ....................       18,932,165       17,549,230
         Income taxes payable ................        4,477,598        4,433,626
                                                   ------------     ------------

           Total current liabilities .........       86,898,336       73,786,481
                                                   ------------     ------------

Long-term debt, net of
  current maturities .........................       80,704,488       79,685,011
                                                   ------------     ------------
Deferred income taxes ........................       44,829,000       39,579,000
                                                   ------------     ------------
Deferred compensation ........................        2,374,211        2,102,642
                                                   ------------     ------------
Shareholders' equity
  Preferred stock, no par value ..............             --               --
  Common Stock, no par value .................       65,405,935       64,886,032
  Retained earnings ..........................      193,485,110      167,005,425
                                                   ------------     ------------

Total shareholders' equity ...................      258,891,045      231,891,457
                                                   ------------     ------------

                                                   $473,697,080      427,044,591
                                                   ------------     ------------
</TABLE>

See notes to consolidated condensed financial statements.

<PAGE>
                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                           Three Months Ended          Nine Months Ended
                              January 31,                  January 31, 
                              1998         1997             1998        1997
<S>                       <C>           <C>           <C>          <C>
Net sales                $276,926,574   272,069,769   915,016,586   845,268,745

Franchise revenue           1,203,808     1,200,071     3,914,009     4,036,879
                          ------------  -----------   -----------   -----------

                          278,130,382   273,269,840   918,930,595   849,305,624
                          -----------   -----------   -----------   -----------

Cost of goods sold        213,817,285   218,436,327   717,273,177   673,807,069
Operating expenses         43,237,769    37,686,020   129,129,338   113,932,563
Depreciation and
  amortization              7,788,526     6,865,161    22,396,529    19,873,454
Interest, net               1,505,858     1,494,897     4,193,011     4,349,266
                           ----------   -----------   -----------   -----------

                          266,349,438   264,482,405   872,992,055   811,962,352
                          -----------   -----------   -----------   -----------

                           11,780,944     8,787,435    45,938,540    37,343,272

Federal and state
  income taxes              4,418,000     3,251,000    17,227,000    14,031,000
                          -----------   -----------   -----------   -----------


Net income              $   7,362,944     5,536,435     28,711,540   23,312,272
                         ------------   -----------   ------------  -----------

Earnings per common
  and common  equivalent
  share
         Basic          $        .14            .11            .55          .44

                         ------------   -----------   ------------   ----------

         Dilutive       $        .14            .11            .54          .44
                         -----------    -----------   ------------   ----------

</TABLE>

See notes to consolidated condensed financial statements.



<PAGE>
                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
 
<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                            January 31,
                                                   1998              1997
<S>                                             <C>               <C>
Cash flows from operations:
Net income                                     $ 28,711,540        23,312,272
Adjustments to reconcile
  net income to net cash
  provided by operations:
    Depreciation and amortization                22,396,529        19,873,454
    Deferred income taxes                         5,250,000         6,000,000
    Changes in assets and liabilities:
      Receivables                                   (86,916)          (91,323)
      Inventories                                (2,151,671)       (6,157,411)
      Prepaid expenses                             (210,121)        2,943,171
      Accounts payable                           (3,913,530)       (4,539,271)
      Accrued expenses                            1,382,935           107,764
      Income taxes payable                           43,972         2,713,647
    Other, net                                    2,737,456           983,773
                                               ------------        ----------
    Net cash provided by operations              54,160,194        45,146,076
                                               ------------        ----------

    Cash flows from investing:
      Purchase of property and equipment        (69,030,059)      (53,114,828)
      Purchase of investments                    (6,466,384)       (9,689,830)
      Sale of investments                         9,372,384        19,190,037
                                               ------------        -----------
        Net cash used in investing activities   (66,124,059)      (43,614,621)
                                               ------------        -----------
 
         Cash flows from financing:
           Proceeds from long-term debt         18,000,000            ---
           Payments of long-term debt          (23,462,045)        (6,440,356)
           Net activity of short-term debt      22,000,000           (525,000)
           Proceeds from exercise of stock
             options                               519,903             35,875
 
Payment of cash dividends                       (2,231,855)        (1,966,806)
                                                ----------         ----------
         Net cash provided by (used in)
           financing activities                 14,826,003         (8,896,287)
                                                ----------         ----------
         Net increase (decrease) in cash
           and cash equivalents                  2,862,138         (7,364,832)
         Cash and cash equivalents at
           beginning of the year                 3,097,741         12,673,855
                                               -----------         -----------
         Cash and cash equivalents at
           end of the quarter                 $  5,959,879          5,309,023
                                               -----------          ---------
</TABLE>

See notes to consolidated condensed financial statements.


<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 (unaudited) 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 January 31, 1998, and the results of operations for the three and
nine months ended  January 31, 1998 and 1997,  and changes in cash flows for the
nine months ended January 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 16, 1998.


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

         Financial Condition and Results of Operations


     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 January  31,  1998,  the  Company's  ratio of current  assets to
current  liabilities  was .63 to 1. The ratio at January  31, 1997 and April 30,
1997,  was .71 to 1 and .74 to 1,  respectively.  Management  believes  that the
Company's current $27,000,000 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  increased  $9,014,118  (20.0%) in the nine
months  ended  January  31, 1998 from the  comparable  period in the prior year,
primarily  as a  result  of a  larger  net  income  and a  smaller  increase  in
inventories  and income  taxes  payable.  Cash flows from  investing in the nine
months  ended  January 31, 1998  decreased,  primarily  as a result of increased
capital  expenditures.  Cash flows from financing  increased due to the proceeds
from  long-term and  short-term  debt.  Cash flows in the future are expected to
decrease as a result of the anticipated growth in capital expenditures.



<PAGE>
     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 nine months of fiscal 1998, the Company expended
$69,030,059  for property and  equipment,  primarily  for the  construction  and
remodeling of Company stores,  compared to $53,114,828 for the comparable period
in the prior year. The Company anticipates expending  approximately  $75,000,000
in fiscal 1998 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 January 31,  1998,  the Company had  long-term  debt of  $80,704,488,
consisting of  $18,000,000  in principal  amount of 7.70% Notes,  $30,000,000 in
principal amount of 7.38% Notes, $18,000,000 in principal amount of 6.55% Notes,
$10,746,616   of  mortgage   notes  payable  and  $3,957,872  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  $1,000,000  or
integral  multiples  of  $100,000  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 of not less than  $1,000,000  or in integral  multiples of
$100,000 in excess thereof at a redemption  price  calculated in accordance with
the Note  Agreement  dated as of  December  1, 1995  between the Company and 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
$1,000,000 or integral  multiples of $100,000 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

<PAGE>
Purchasers of the 6.55% Notes.

     To date,  the Company has funded  capital  expenditures  primarily from the
proceeds  of  the  sale  of  Common  Stock,   issuance  of  6-1/4%   Convertible
Subordinated  Debentures  (which  were  converted  in 1994 into shares of Common
Stock),  the 7.70% Notes,  the 7.38% Notes,  the 6.55% Notes,  a mortgage  note,
unsecured  notes payable 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, short-term and long-term 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 1,882 USTs, of which 1,548 are fiberglass
and 334 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. These programs,
other than the State of Iowa, generally are in the early stages of operation and
the extent of available coverage or reimbursement  under such programs for costs
incurred by the  Company is not fully  known at this time.  In each of the years
ended April 30, 1997 and 1996,  the Company  spent  approximately  $579,000  and
$718,000,  respectively, for assessments and remediation. During the nine months
ended January 31, 1998,  the Company  expended  approximately  $375,000 for such
purposes.  Substantially  all of these  expenditures  have  been  submitted  for
reimbursement  from  state-sponsored  trust fund  programs and as of January 31,
1998,  approximately  $4,300,000  has been  received  from such  programs.  Such
amounts are typically subject to statutory provisions requiring repayment of the
reimbursed funds for non-compliance  with upgrade provisions or other applicable
laws.  The Company has accrued a liability at January 31, 1998 of  approximately
$1,600,000 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.

<PAGE>
     Management  of the  Company  currently  estimates  that  aggregate  capital
expenditures for electronic  monitoring,  cathodic protection and overfill/spill
protection will approximate $1,000,000 in fiscal 1998 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 JANUARY 31, 1998 COMPARED TO THREE
MONTHS ENDED JANUARY 31, 1997

     Net sales for the third  quarter of fiscal  1998  increased  by  $4,856,805
(1.8%)  over the  comparable  period  in  fiscal  1997.  Retail  gasoline  sales
decreased  by  $6,530,253  (4.0%) as the number of  gallons  sold  increased  by
12,995,900  (9.6%) while the average  retail price per gallon  decreased  12.4%.
During  this same  period,  retail  sales of  grocery  and  general  merchandise
increased by  $12,413,895  (14.0%) due to the addition of 67 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 77.2% for the third
quarter of fiscal 1998, compared to 80.3% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales increased (11.3%) during
the third quarter of fiscal 1998 from the third quarter of the prior year (8.5%)
due to the decrease in  wholesale  gasoline  costs during the period.  The gross
profit  margin per gallon also  increased  (to  $.1204) in the third  quarter of
fiscal 1998 from the  comparable  period in the prior year  ($.1031).  The gross
profits on retail sales of grocery and general  merchandise  also  increased (to
42.4%) from the comparable period in the prior year (42.0%).

     Operating  expenses as a  percentage  of net sales were 15.6% for the third
quarter of fiscal 1998 compared to 13.9% 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 $1,826,509 (33.0%).  The increase in net income was
attributable  primarily to the increase in gross profit  margins on retail sales
of gasoline due to the decrease in wholesale gasoline costs during the period.

         NINE MONTHS ENDED JANUARY 31, 1998 COMPARED TO NINE
MONTHS ENDED JANUARY 31, 1997

     Net sales for the first nine months of fiscal 1998 increased by $69,747,841
(8.3%)  over the  comparable  period  in  fiscal  1997.  Retail  gasoline  sales
increased  by  $34,270,447  (7.0%) as the number of gallons  sold  increased  by
49,722,596  (12.2%)  and the average  retail  price per gallon  decreased  4.6%.
During this same period, retail sales of grocery

<PAGE>
     and  general  merchandise  increased  by  $38,971,602  (13.2%)  due  to the
addition of 67 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 78.4% for the first
nine months of fiscal 1998  compared to 79.7% for the  comparable  period in the
prior year.  This result  occurred  because the gross  profit  margins on retail
gasoline sales increased (9.8%) during the first nine months of fiscal 1998 from
the comparable  period in the prior year (8.6%) due to the decrease in wholesale
gasoline  costs  during the  period.  The gross  profit  margin per gallon  also
increased  in the  first  nine  months  of  fiscal  1998  (to  $.1112)  from the
comparable period in the prior year ($.1022).  The gross profits on retail sales
of  grocery  and  general  merchandise  also  increased  (to  41.8%),  from  the
comparable period in the prior year (41.0%).

     Operating  expenses as a  percentage  of net sales were 14.1% for the first
nine months of fiscal 1998  compared to 13.5% 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 $5,399,268 (23.2%).  The increase in net income was
attributable  primarily to the increase in gross profit  margins on retail sales
of gasoline due to the decrease in wholesale gasoline costs during the period.

         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.




<PAGE>
                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.

     The Company from time to time is a party to legal proceedings  arising from
the  conduct of its  business  operations,  including  proceedings  relating  to
personal injury and employment claims,  environmental  remediation activities or
contamination-related  claims, 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  proceedings
pending as of the date of this Form 10-Q is material in the aggregate.


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  dated as of June 14, 1989  
                         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)



<PAGE>
         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.

(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 October 31, 1996, filed December 13, 1996.


         (b)      On January 7, 1998, the Company filed a Current Report on 
                  Form 8-K with respect to the issuance of the 6.55% Notes and 
                  the two-for-one stock split declared for shareholders of 
                  record on February 2, 1998.





<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:   March 6, 1998            By:  /s/ Douglas K. Shull
                                      Douglas K. Shull,
                                      Treasurer (Authorized Officer and 
                                      Principal Financial Officer)


<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                         Description                          Page


11                                  Statement regarding
                                    computation of
                                    per share earnings

27                                  Financial Data Schedule


<PAGE>


                                                           Exhibit 11


                          CASEY'S GENERAL STORES, INC.
                        Computation of Per Share Earnings
 
<TABLE>
<CAPTION>

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

Weighted average number of
  shares outstanding                               52,545,746        52,450,412
                                                   ----------        ----------

Net income                                        $ 7,362,944         5,536,435
                                                   ----------        ----------

Basic earnings per common
  share                                           $       .14               .11
                                                   ----------        ----------

DILUTIVE EARNINGS PER SHARE

Weighted average number of
  common and common
  equivalent shares:

    Weighted average number of
      shares outstanding                           52,545,746        52,450,412
                                                   ----------        ----------

    Shares applicable to
      stock options                                   313,176          111,658
                                                    ---------        ----------

                                                   52,858,922        52,566,070
                                                   ----------        ----------

Net Income                                        $ 7,362,944         5,536,435
                                                   ----------        ----------


Dilutive earnings per common
  and common equivalent share                     $       .14               .11
                                                   ----------        ----------


</TABLE>


<PAGE>
                          CASEY'S GENERAL STORES, INC.
                        Computation of Per Share Earnings
 
<TABLE>
<CAPTION>

                                                     Nine Months Ended
                                                        January 31,
                                                   1998                1997
<S>                                             <C>                 <C>
BASIC EARNINGS PER SHARE

Weighted average number of
  shares outstanding                            52,525,046          52,450,412
                                                ----------          ----------

Net income                                     $28,711,540          23,312,272
                                                ----------          ----------

Basic earnings per common
  share                                        $      .55                  .44
                                                ---------           ----------

DILUTIVE EARNINGS PER SHARE

Weighted average number of
  common and common
  equivalent shares:

    Weighted average number of
      shares outstanding                       52,525,046           52,450,412
    Shares applicable to
      stock options                               313,176              123,910
                                               ----------           ----------

                                               52,838,222           52,574,322
                                               ----------           ----------

Net Income                                    $28,711,540           23,312,272
                                               ----------           ----------

Dilutive earnings per common
  and common equivalent share                 $       .54                  .44
                                               ----------           ----------


</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
JANUARY 31, 1998 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<RESTATED> 
<CIK> 0000726958
<NAME> CASEY'S GENERAL STORES, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-30-1998
<PERIOD-START>                             MAY-01-1997
<PERIOD-END>                               JAN-31-1998
<EXCHANGE-RATE>                                      1
<CASH>                                       5,959,879
<SECURITIES>                                 1,322,673<F1>
<RECEIVABLES>                                2,788,656
<ALLOWANCES>                                         0
<INVENTORY>                                 38,674,631
<CURRENT-ASSETS>                            54,408,606
<PP&E>                                     589,447,165
<DEPRECIATION>                             177,504,481
<TOTAL-ASSETS>                             473,697,080
<CURRENT-LIABILITIES>                       86,898,336
<BONDS>                                     80,704,488<F2>
                                0
                                          0
<COMMON>                                    65,405,935
<OTHER-SE>                                 193,485,110<F3>
<TOTAL-LIABILITY-AND-EQUITY>               473,697,080
<SALES>                                    915,016,586
<TOTAL-REVENUES>                           918,930,595
<CGS>                                      717,273,177
<TOTAL-COSTS>                              717,273,177
<OTHER-EXPENSES>                           151,525,867
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           4,193,011
<INCOME-PRETAX>                             45,938,540
<INCOME-TAX>                                17,227,000
<INCOME-CONTINUING>                         28,711,540
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                28,711,540
<EPS-PRIMARY>                                      .55
<EPS-DILUTED>                                      .54
<FN>
<F1>SHORT-TERM INVESTMENTS
<F2>LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3>RETAINED EARNINGS
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission