CASEYS GENERAL STORES INC
10-Q, 1999-12-14
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 October 31, 1999

                         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 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                         52,739,462 shares
                  (Class)                     (Outstanding at December 1, 1999)


<PAGE>



                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements.

                  Consolidated condensed balance sheets -
                  October 31, 1999 and April 30, 1999                     2

                  Consolidated condensed statements of
                  income - three and six months ended
                  October 31, 1999 and 1998                               4

                  Consolidated condensed statements of
                  cash flows - six months ended
                  October 31, 1999 and 1998                               5

                  Notes to consolidated condensed
                  financial statements                                    6

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.                                    7


PART II - OTHER INFORMATION

         Item 1.           Legal Proceedings.                             12

         Item 4.           Submission of Matters to a Vote of
                           Security Holders.                              13

         Item 5.           Other Information                              13

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


SIGNATURE                                                                 16



<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.


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

                                                    October 31,
                                                    1999             April 30,
                                                   (Unaudited)          1999
<TABLE>
<CAPTION>

         ASSETS
<S>                                                <C>               <C>
Current assets:
         Cash and cash equivalents                 $ 13,508           5,935
         Short-term investments                       9,648           8,800
         Receivables                                  3,666           2,822
         Inventories                                 51,961          47,204
         Prepaid expenses                             5,588           5,446
                                                    -------          ------

                  Total current assets               84,371          70,207
                                                    -------          ------
Long-term investments                                 5,004           6,640

Other assets                                          1,436           1,469

Property and equipment, net of
  accumulated depreciation
  October 31, 1999, $229,131
  April 30, 1999, $212,383                          519,147         484,544
                                                    -------         -------
                                                   $609,958         562,860
                                                    -------         -------
</TABLE>

See notes to consolidated condensed financial statements.




<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Continued)
                             (Dollars in Thousands)

                                                  October 31,
                                                     1999            April 30,
                                                  (Unaudited)          1999
                                                  ----------         --------
<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                               <C>                <C>
Current liabilities:
         Notes payable                            $  15,500            7,400
         Current maturities of
           long-term debt                             9,293            9,352
         Accounts payable                            54,335           44,227
         Accrued expenses                            19,618           20,383
         Income taxes payable                         5,135            2,457
                                                     ------           ------
           Total current liabilities                103,881           83,819
                                                    -------           ------
Long-term debt, net of
  current maturities                                119,731          122,513
                                                    -------          -------
Deferred income taxes                                55,150           51,650
                                                    -------          -------
Deferred compensation                                 3,308            3,010
                                                    -------          -------
Shareholders' equity
  Preferred stock, no par value                        ---              ---
  Common Stock, no par value                         67,626           67,338
  Retained earnings                                 260,262          234,530
                                                    -------          -------
Total shareholders' equity                          327,888          301,868
                                                    -------          -------
                                                   $609,958          562,860
                                                    -------          -------

</TABLE>

See notes to consolidated condensed financial statements.



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                (Dollars in Thousands, except per share amounts)

                                Three Months Ended           Six Months Ended
                                    October 31,                 October 31,
                            1999          1998            1999        1998
                            ----          ----            ----        ----
<TABLE>
<CAPTION>
<S>                       <C>            <C>             <C>          <C>
Net sales                $412,752        322,370         799,946      654,816
Franchise revenue           1,431          1,395           2,945        2,879
                          -------        -------         -------      -------
                          414,183        323,765         802,891      657,695
                          -------        -------         -------      -------
Cost of goods sold        327,769        245,411         630,471      503,859
Operating expenses         54,857         48,141         106,437       93,842
Depreciation and
  amortization              9,406          8,445          18,501       16,517
Interest, net               1,988          1,565           3,990        3,279
                          -------        -------         -------      -------
                          394,020        303,562         759,399      617,497
                          -------        -------         -------      -------
                           20,163         20,203          43,492       40,198

Federal and state
  income taxes              7,501          7,576          16,179       15,074
                          -------        -------         -------      -------
   Net income           $  12,662         12,627          27,313       25,124
                         --------        -------         -------      -------

Earnings per common share

         Basic          $     .24            .24             .52          .48
                         --------        -------         -------      -------
         Diluted        $     .24            .24             .52          .48
                         --------        -------         -------      -------
</TABLE>

See notes to consolidated condensed financial statements.



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)

                                                        Six Months Ended
                                                           October 31,
                                                     1999              1998
<TABLE>
<CAPTION>
<S>                                               <C>                 <C>
         Cash flows from operations:
           Net income                             $  27,313           25,124
           Adjustments to reconcile
             net income to net cash
             provided by operations:
               Depreciation and amortization         18,501           16,517
               Deferred income taxes                  3,500            3,000
               Changes in assets and liabilities:
                 Receivables                           (844)            (714)
                 Inventories                         (4,757)          (3,318)
                 Prepaid expenses                      (142)            (296)
                 Accounts payable                    10,108            3,923
                 Accrued expenses                      (765)           1,062
                 Income taxes payable                 2,678              573
               Other, net                             1,511              800
                                                     ------           -------
         Net cash provided by operations             57,103           46,671
                                                     ------           ------

         Cash flows from investing:
           Purchase of property and equipment       (54,332)         (55,368)
           Purchase of investments                   (2,747)          (1,295)
           Sale of investments                        3,583            1,762
                                                     ------           ------
         Net cash used in investing activities      (53,496)         (54,901)
                                                     ------           ------
         Cash flows from financing:
           Payments on long-term debt                (2,841)          (2,844)
           Net activity of short-term debt            8,100           18,450
           Proceeds from exercise of stock options      288              878
           Payment of cash dividends                 (1,581)          (1,578)
                                                     -------          ------
         Net cash provided by
           financing activities                       3,966           14,906
                                                     ------           ------



<PAGE>



         Net increase in cash and cash equivalents    7,573            6,676
         Cash and cash equivalents at
           beginning of the period                    5,935            4,022
                                                      -----            -----

         Cash and cash equivalents at end
            of the period                         $  13,508           10,698
                                                   -------            ------
</TABLE>

See notes to consolidated condensed financial statements.





<PAGE>



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


     1. The accompanying consolidated condensed financial statements include the
accounts and transactions of the Company and its wholly-owned  subsidiaries.
All  material inter-company balances and transactions have been eliminated
in consolidation.

     2. The accompanying  consolidated  condensed financial statements 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  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present fairly the financial  position as of October 31,
1999,  and the results of operations  for the six and three months ended October
31, 1999 and 1998,  and changes in cash flows for the six months  ended  October
31, 1999 and 1998.

     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
should be read in conjunction with that Cautionary Statement.






<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 second or 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 October  31,  1999,  the  Company's  ratio of current  assets to
current  liabilities  was .81 to 1. The ratio at October  31, 1998 and April 30,
1999,  was .56 to 1 and .84 to 1,  respectively.  Management  believes  that the
Company's current bank lines of credit, together with cash flow from
operations,  will be  sufficient  to  satisfy  the  working capital needs of
its business.

     Net cash provided by operations increased $10,432 (22.4%) in the six months
ended October 31, 1999 from the comparable  period in the prior year,  primarily
as a result of a large increase in accounts  payable.  Cash flows from investing
in the six months ended October 31, 1999 remained  fairly  constant.  Cash flows
from financing decreased,  primarily  as a result  of a  smaller  increase  in
short-term  debt.  Cash used in investing activities is expected to increase
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 six months of fiscal 2000, the Company  expended
$54,332 for property and



<PAGE>



equipment,  primarily for the  construction  and  remodeling of Company  stores,
compared to $55,368  for the  comparable  period in the prior year.  The Company
anticipates expending approximately $105,000 in fiscal 2000 for construction and
remodeling of Company  stores,  primarily  from funds  generated by  operations,
existing cash and short- term investments.

     As of October  31,  1999,  the  Company  had  long-term  debt of  $119,731,
consisting  of $12,750 in  principal  amount of 7.70% Senior  Notes,  $30,000 in
principal  amount of 7.38% Senior  Notes,  $14,400 in principal  amount of 6.55%
Senior  Notes,  $50,000 in principal  amount of Senior  Notes,  Series A through
Series F, with interest  rates  ranging from 6.18% to 7.23%,  $8,143 of mortgage
notes payable, and $4,438 of capital lease obligations.

     Interest on the 7.70% Senior Notes is payable on the 15th day of each month
at the rate of 7.70% per annum.  Principal of the 7.70% Senior Notes  matures in
forty  quarterly  installments  beginning March 15, 1995. The Company may prepay
the 7.70%  Senior 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% Senior Notes.

     Interest on the 7.38% Senior Notes is payable semi-annually on the 28th 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% Senior 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% Senior Notes in whole or in part at
any time in an amount  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, 1995 between the Company and Principal  Mutual
Life Insurance Company, as the purchaser of the 7.38% Senior Notes.

     Interest on the 6.55% Senior 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% Senior Notes
matures in five annual  installments  commencing  December 18, 1999. The Company
may prepay the 6.55%  Senior  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%  Senior
Notes.



<PAGE>



     Interest on the 6.18% to 7.23% Senior Notes,  Series A through Series F, is
payable on the 23rd day of each  April and  October.  Principal  of the 6.18% to
7.23% Senior Notes,  Series A through Series F, matures in various  installments
beginning  April 23,  2004.  The  Company  may prepay the 6.18% to 7.23%  Senior
Notes,  Series A through  Series F, 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
April 15, 1999  between the  Company  and the  purchasers  of the 6.18% to 7.23%
Senior Notes, Series A through Series F.

     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 2,214 USTs, of which 1,904 are fiberglass
and  310  are  steel.   Management  of  the  Company  currently   believes  that
substantially  all capital  expenditures  for  electronic  monitoring,  cathodic
protection  and  overfill/spill  protection  to  comply  with the  existing  UST
regulations has been  completed.  Additional  regulations,  or amendments to the
existing UST regulations, could result in future expenditures.

     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, 1999 and 1998,  the Company spent  approximately  $516 and
$502, respectively, for



<PAGE>



assessments and  remediation.  During the six months ended October 31, 1999, the
Company  expended  approximately  $232 for such purposes.  Substantially  all of
these  expenditures have been submitted for reimbursement  from  state-sponsored
trust fund  programs and as of October 31, 1999,  approximately  $4,600 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. The Company has
accrued a  liability  at October 31, 1999 of  approximately  $500 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.

         THREE MONTHS ENDED OCTOBER 31, 1999 COMPARED TO THREE
MONTHS ENDED OCTOBER 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the second  quarter of fiscal 2000 increased by $90,382 (28%)
over the comparable  period in fiscal 1999.  Retail  gasoline sales increased by
$86,446  (28.7%) as the number of gallons sold increased by 21,417 (12.2%) while
the average retail price per gallon  increased  19.1%.  During this same period,
retail sales of grocery and general merchandise increased by $29,123 (22.3%) due
to the  addition  of 82 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 79.4% for the second
quarter of fiscal 2000, compared to 76.1% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales decreased  (8.6%) during
the  second  quarter of fiscal  2000 from the  second  quarter of the prior year
(11.5%) due to the increase in wholesale gasoline costs during the quarter.  The
gross profit margin per gallon also  decreased (to $.0992) in the second quarter
of fiscal 2000 from the comparable period in the prior year ($.1118).  The gross
profits on retail sales of grocery and general  merchandise  also  decreased (to
38.5%) from the comparable period in the prior year (41.3%), primarily due to
the increase in the wholesale cigarette costs and the more competitive retail
environment for cigarette sales.

     Operating  expenses as a percentage  of net sales were 13.3% for the second
quarter of fiscal 2000 compared to 14.9% for the comparable  period in the prior
year. The decrease in operating expenses as a percentage of net sales was caused
by an increase in the average retail price per gallon of gasoline sold (19.1%).

     Net  income  increased  by $35  (0.3%).  The  increase  in net  income  was
attributable



<PAGE>



primarily to the increase in retail sales of grocery and general merchandise, an
increase in the number of gallons of gasoline  sold and an  increased  number of
stores in operation  for at least three years.  However,  these  increases  were
substantially offset by the decreases in gross profit margins.

         SIX MONTHS ENDED OCTOBER 31, 1999 COMPARED TO SIX
MONTHS ENDED OCTOBER 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the first six months of fiscal  2000  increased  by  $145,130
(22.2%)  over the  comparable  period  in fiscal  1999.  Retail  gasoline  sales
increased by $85,384  (24.4%) as the number of gallons sold  increased by 40,954
(11.6%) and the average  retail price per gallon  increased  11.5%.  During this
same  period,  retail  sales of grocery and  general  merchandise  increased  by
$52,262  (19.8%)  due to the  addition  of 82 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 78.8% for the first six
months of fiscal 2000 compared to 76.9% for the  comparable  period in the prior
year. This result  occurred  because the gross profit margins on retail gasoline
sales  decreased  (8.9%)  during  the first six  months of fiscal  2000 from the
comparable  period in the prior year  (10.8%) due to the  increase in  wholesale
gasoline  costs  during the  period.  The gross  profit  margin per gallon  also
decreased in the first six months of fiscal 2000 (to $.0989) from the comparable
period in the prior year ($.1072).  The gross profits on retail sales of grocery
and general  merchandise also decreased (to 38.8%) from the comparable period in
the prior year (40.6%), primarily due to the increase in the wholesale
cigarette costs and the more competitive retail environment for cigarette sales.

     Operating  expenses as a  percentage  of net sales were 13.3% for the first
six months of fiscal 2000 compared to 14.3% during the comparable  period in the
prior year. The decrease in operating  expenses as a percentage of net sales was
caused  primarily  by an  increase  in the  average  retail  price per gallon of
gasoline sold (11.5%).

     Net income  increased  by $2,189  (8.7%).  The  increase  in net income was
attributable  primarily  to the  increase in retail sales of grocery and general
merchandise,  an  increase  in the number of gallons of  gasoline  sold,  and an
increased  number of stores in operation at least three  years.  However,  these
increases were partially offset by the decreases in gross profit margins.

         YEAR 2000




<PAGE>



     Management has  substantially  completed its "Year 2000" efforts to prepare
the Company's information  technology systems (including hardware,  software and
application  programs)  for year 2000  compliance.  The  Company  expects to see
little direct impact on its operations  given the nature of the business and the
Company's  business  relationships,  the corrective  steps taken to date and the
contingency  plans put in place  throughout  1999.  All necessary  expenditures,
which are not expected to be material  (including  internal staff and consulting
costs),  will be  funded  through  operating  cash  flow.  The  Company  also is
continuing to analyze and work  cooperatively  with third parties having systems
upon which the Company must rely, and developing  contingency plans with respect
thereto,  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.



<PAGE>



     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   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.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS.

     At the Annual  Meeting of  shareholders  held on September 17, 1999,  seven
directors  were elected for a term of one year.  Each of the nominees so elected
previously has served as a director of the Company.

         The votes cast or withheld for each nominee were as follows:

                                    Number of Shares
                                    Number of Shares       That Withheld
         Name                       Voting For             Authority
         ----                       ----------------       -------------
<TABLE>
<CAPTION>

         <S>                        <C>                    <C>
         Donald F. Lamberti         46,187,580             943,156
         John R. Fitzgibbon         46,478,433             652,303
         Ronald M. Lamb             46,192,926             937,810
         Patricia Clare Sullivan    46,456,756             673,980
         John G. Harmon             46,185,872             944,864
         Kenneth H. Haynie          46,161,203             969,533
         John P. Taylor             46,495,129             635,607

</TABLE>

     ITEM 5. OTHER INFORMATION.  On November 30, 1999, the Board of Directors of
the  Company  approved a $30 million  open-market  share  repurchase  program to
acquire shares of the Company's Common Stock. The share repurchases will be made
from time to time over the next six months in  compliance  with SEC Rule 10b-18.
The program may be suspended at the Company's  discretion and is not in response
to any other offer for the  Company's  shares.  As of  December  13,  1999,  the
Company had  repurchased  945,000  shares of Common Stock at an average price of
$10.42 per share.



<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:

     Exhibit
     No.                Description
     -------            -----------

     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),(i),(j)

         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)

         4.6            Note Agreement dated as of April 15, 1999 among Casey's
                        General Stores, Inc. and other purchasers of the 6.18%
                        to 7.23% Senior Notes, Series A through F (i)

         11             Statement regarding computation of per share earnings

         27             Financial Data Schedule

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




<PAGE>




(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 January 31, 1997.

(i)      Incorporated by reference from the Current Report on Form 8-K filed May
         10, 1999.

(j)      Incorporated  by  reference  from the Current  Report on Form 8-K filed
         September 27, 1999.


         (b)      On September 27, 1999,  the Company filed a Current  Report on
                  Form 8-K with respect to the approval of a Fourth Amendment to
                  Rights  Agreement  dated as of September  17, 1999 between the
                  Company and UMB Bank, n.a., as Rights Agent.




<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:   December 14, 1999        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 computation            21
                         of per share earnings

    27                   Financial Data Schedule                    23







                                                                    Exhibit 11


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

                                                   Three Months Ended
                                                      October 31,
                                                  1999                1998
                                                  ----                ----
<TABLE>
<CAPTION>
<S>                                             <C>                 <C>
Basic earnings per share

Weighted average number of
   shares outstanding                           52,737,129          52,648,329
                                                ----------          ----------

Net income                                    $     12,662             12,627
                                                ----------          ---------
Basic earnings per common share               $        .24                .24
                                                ----------          ---------

Diluted earnings per share

Weighted average number of common shares:

Weighted average number of
    shares outstanding                          52,737,129          52,648,329
Shares applicable to
    stock options                                  236,262             210,091
                                                ----------          ----------
                                                52,973,391          52,858,420
                                                ----------          ----------
Net Income                                    $     12,662              12,627
                                                ----------          ----------
Diluted earnings per common
  share                                       $        .24                 .24
                                               -----------          ----------

</TABLE>

                                                                      Exhibit 11


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

                                                          Six Months Ended
                                                             October 31,
                                                         1999           1998
                                                         ----           ----
<TABLE>
<CAPTION>
<S>                                                  <C>             <C>
Basic earnings per share

Weighted average number of
   shares outstanding                                52,727,645      52,626,587
                                                     ----------      ----------
Net income                                          $    27,313          25,124
                                                     ----------      ----------
Basic earnings per common share                     $       .52             .48
                                                     ----------      ----------

Diluted earnings per share

Weighted average number of common shares:

Weighted average number of
    shares outstanding                               52,727,645      52,626,587
Shares applicable to
    stock options                                       248,372         219,544
                                                     ----------      ----------
                                                     52,976,017      52,846,131
                                                     ----------      ----------
Net Income                                          $    27,313          25,124
                                                     ----------      ----------
Diluted earnings per common share                   $       .52             .48
                                                     ----------      ----------

</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 OCTOBER 31, 1999 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, INC.
<MULTIPLIER>                  1,000
<CURRENCY>                    U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                 6-MOS
<FISCAL-YEAR-END>             APR-30-2000
<PERIOD-START>                MAY-01-1999
<PERIOD-END>                  OCT-31-1999
<EXCHANGE-RATE>               1
<CASH>                        13,508
<SECURITIES>                  9,648<F1>
<RECEIVABLES>                 3,666
<ALLOWANCES>                  0
<INVENTORY>                   51,961
<CURRENT-ASSETS>              84,371
<PP&E>                        748,278
<DEPRECIATION>                229,131
<TOTAL-ASSETS>                609,958
<CURRENT-LIABILITIES>         103,881
<BONDS>                       119,731<F2>
         0
                   0
<COMMON>                      67,626
<OTHER-SE>                    260,262<F3>
<TOTAL-LIABILITY-AND-EQUITY>  609,958
<SALES>                       799,946
<TOTAL-REVENUES>              802,891
<CGS>                         630,471
<TOTAL-COSTS>                 630,471
<OTHER-EXPENSES>              124,938
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            3,990
<INCOME-PRETAX>               43,492
<INCOME-TAX>                  16,179
<INCOME-CONTINUING>           27,313
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  27,313
<EPS-BASIC>                 .52
<EPS-DILUTED>                 .52
<FN>
<F1>   SHORT-TERM INVESTMENTS
<F2>   LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3>   RETAINED EARNINGS
</FN>


</TABLE>


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