CASEYS GENERAL STORES INC
10-Q, 1999-09-14
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 July 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                                 52,734,962 shares
          (Class)                             (Outstanding at September 3, 1999)


<PAGE>



                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                       Page

PART I - FINANCIAL INFORMATION

         Item 1.     Consolidated Financial Statements.

                     Consolidated condensed balance sheets -
                     July 31, 1999 and April 30, 1999                  3

                     Consolidated condensed statements
                     of income - three months ended
                     July 31, 1999 and 1998                            5

                     Consolidated condensed statements of
                     cash flows - three months ended
                     July 31, 1999 and 1998                            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.          15

SIGNATURE                                                             15





<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1.           Financial Statements.


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


                                              July 31,                 April 30,
                                              1999                     1999
                                              ---------                ---------
<TABLE>
<CAPTION>

         ASSETS
<S>                                          <C>                       <C>
Current assets:
    Cash and cash equivalents                $    9,332                   5,935
    Short-term investments                       11,564                   8,800
    Receivables                                   3,335                   2,822
    Inventories                                  51,422                  47,204
    Prepaid expenses                              5,553                   5,446
                                                  -----                   -----

        Total current assets                     81,206                  70,207
                                                 ------                  ------

Long-term investments                             5,004                   6,640

Other assets                                      1,456                   1,469

Property and equipment, net of
  accumulated depreciation
  July 31, 1999, $220,683
  April 30, 1999, $212,383                      502,262                 484,544
                                                -------                 -------
                                               $589,928                 562,860
                                                -------                 -------

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





<PAGE>



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


        LIABILITIES AND SHAREHOLDERS' EQUITY

                                                   July 31,          April 30,
                                                    1999               1999
                                                   --------          ---------
<TABLE>
<CAPTION>
<S>                                               <C>                <C>
Current liabilities:
    Notes payable                                 $  2,900              7,400
    Current maturities of
      long-term debt                                 9,331              9,352
    Accounts payable                                55,235              4,227
    Accrued expenses                                19,693             20,383
    Income taxes payable                             9,135              2,457
                                                    ------             ------

      Total current liabilities                     96,294             83,819
                                                    ------             ------

Long-term debt, net of
  current maturities                               121,164            122,513
                                                   -------            -------
Deferred income taxes                               53,400             51,650
                                                   -------            -------
Deferred compensation                                3,159              3,010
                                                   -------            -------
Shareholders' equity
  Preferred stock, no par value                       ---               ---
  Common Stock, no par value                        67,520             67,338
  Retained earnings                                248,391            234,530
                                                   -------            -------
Total shareholders' equity                         315,911            301,868
                                                   -------            -------
                                                  $589,928            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
                                                        July 31,
                                                    1999                1998
                                                    ------------------------
<TABLE>
<CAPTION>
<S>                                                 <C>               <C>
Net sales                                           $387,194          $332,446

Franchise revenue                                      1,514             1,484
                                                     -------           -------
                                                     388,708           333,930
                                                     -------           -------
Cost of goods sold                                   302,702           258,448
Operating expenses                                    51,580            45,701
Depreciation and amortization                          9,095             8,072
Interest, net                                          2,002             1,714
                                                     -------           -------
                                                     365,379           313,935
                                                     -------           -------
Income before income taxes                            23,329            19,995


Federal and state
   income taxes                                        8,678             7,498
                                                      ------           -------
Net income                                          $ 14,651            12,497
                                                     -------           -------
Earnings per common
   and common equivalent
   share

                      Basic                         $    .28               .24
                                                     -------           -------
                      Diluted                       $    .28               .24
                                                     -------           -------
</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)

                                                        Three Months Ended
                                                            July 31,
                                                        1999         1998
                                                        ------------------
<TABLE>
<CAPTION>
<S>                                                     <C>            <C>
Cash flows from operations:
  Net income                                            $ 14,651       12,497
  Adjustments to reconcile
    net income to net cash
    provided by operations:
      Depreciation and amortization                        9,095        8,072
      Deferred income taxes                                1,750        1,500
      Changes in assets and liabilities:
         Receivables                                        (513)        (425)
         Inventories                                      (4,218)      (1,246)
         Prepaid expenses                                   (107)        (277)
         Accounts payable                                 11,008       (1,783)
         Accrued expenses                                   (690)        (647)
         Income taxes payable                              6,678        4,420
      Other, net                                             500          325
                                                          ------       -------
Net cash provided by operations                           38,154       22,436
                                                          ------       ------

Cash flows from investing:
  Purchase of property and equipment                     (27,151)     (25,535)
  Purchase of investments                                 (2,748)      (1,295)
  Sale of investments                                      1,620        1,266
                                                          ------       ------
Net cash used in investing activities                    (28,279)     (25,564)
                                                          -------      -------

Cash flows from financing:
  Payments of long-term debt                              (1,370)      (1,415)
  Net activity of short-term debt                         (4,500)       6,125
  Proceeds from exercise of stock options                    182          134
  Payment of cash dividends                                 (790)        (788)
                                                           -----        -----
Net cash provided by (used in)
  financing activities                                    (6,478)       4,056
                                                           -----        -----
Net increase in cash and cash equivalents                  3,397          928
Cash and cash equivalents at
  beginning of the period                                  5,935        4,022
                                                           -----        -----
Cash and cash equivalents at end of the period           $ 9,332        4,950
                                                           -----        -----
</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  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 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 July 31, 1999,  and the results of operations for the three months ended
     July 31,  1999 and 1998,  and  changes in cash  flows for the three  months
     ended July 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.

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 wholesale  sales 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 July 31, 1999, the Company's  ratio of current assets to current
liabilities was .84 to 1. The ratio at July 31, 1998 and April 30, 1999, was .56
to 1 and .84 to 1, respectively.  Management believes that the Company's current
$37,000 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  $19,718  (107%) in the three
months  ended  July 31,  1999 from the  comparable  period  in the  prior  year,
primarily  as a result of an  increase  in  accounts  payable and an increase in
income taxes  payable.  Cash flows from investing in the three months ended July
31, 1999 decreased primarily due to the increase in capital  expenditures.  Cash
flows  from  financing  decreased,  primarily  as  a  result  of a  decrease  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 2000, the Company expended
$27,151 for property and



<PAGE>



equipment,  primarily for the  construction  and  remodeling of Company  stores,
compared to $25,535  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 July 31, 1999, the Company had long-term debt of $121,164, consisting
of $13,500 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%, $8,538 of mortgage notes payable and
$4,726 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
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% 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 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% 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



<PAGE>



accordance  with the Note  Agreement  dated as of December  1, 1997  between the
Company and the purchasers of the 6.55% Senior Notes.

     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 2,159 USTs, of which 1,845 are fiberglass
and  314  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



<PAGE>



30, 1999 and 1998, the Company spent approximately $516 and $502,  respectively,
for  assessments and  remediation.  During the three months ended July 31, 1999,
the Company expended approximately $121 for such purposes.  Substantially all of
these  expenditures have been submitted for reimbursement  from  state-sponsored
trust fund programs and as of July 31, 1999, a total of approximately $4,400 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 July 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 JULY 31,1999 COMPARED TO THREE MONTHS ENDED JULY
31,1998 (DOLLARS IN THOUSANDS)

     Net sales for the first quarter of fiscal 2000 increased by $54,748 (16.5%)
over the comparable  period in fiscal 1999.  Retail  gasoline sales increased by
$28,061  (15.7%) as the number of gallons sold increased by 19,537 (11.1%) while
the average  retail price per gallon  increased  4.2%.  During this same period,
retail sales of grocery and general merchandise increased by $23,139 (17.4%) 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 78.2% for the first
quarter of fiscal 2000, compared to 77.7% for the comparable period in the prior
year.  The gross profit  margins on retail  gasoline  sales  decreased (to 9.3%)
during the first quarter of fiscal 2000 from the first quarter of the prior year
(10.1%).  The gross profit  margin per gallon also  decreased (to $.0986) in the
first  quarter  of fiscal  2000  from the  comparable  period in the prior  year
($.1026).  The gross profits on retail sales of grocery and general  merchandise
also decreased (to 39.0%) from the comparable period in the prior year (39.9%).

     Operating  expenses as a  percentage  of net sales were 13.3% for the first
quarter of fiscal 2000 compared to 13.7% for 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.

     Net income  increased  by $2,154  (17.2%).  The  increase in net income was
attributable  primarily  to the  increase in retail sales of grocery and general
merchandise,



<PAGE>



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  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  being  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 analyzing and working  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.





<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   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 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  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)

         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>



         4.6           Note  Agreement  dated as of April  15,  1999  among  the
                       Company and Principal  Life  Insurance  Company and other
                       purchasers  of  6.18%  to 7.23%  Senior  Notes,  Series A
                       through Series F (i)

         11            Statement regarding computation of per share earnings

         27            Financial Data Schedule

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

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

(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.




<PAGE>



         (b)      On May 10, 1999,  the Company  filed a Current  Report on Form
                  8-K with  respect  to (i) the  issuance  on April 27,  1999 of
                  $50,000,000  principal  amount of 6.18% to 7.23% Senior Notes,
                  Series A through  Series F, and (ii) the  approval  of a Third
                  Amendment to Rights  Agreement dated as of May 5, 1999 between
                  the Company and UMB Bank, n.a., as Rights Agent.



                                    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 7, 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                  17
                                 computation of
                                 per share earnings

   27                            Financial Data Schedule              18







                                                                  Exhibit 11


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

                                                          Three Months Ended
                                                                July 31,
                                                        1999           1998
<TABLE>
<CAPTION>
<S>                                                     <C>           <C>

Basic earnings per share

Weighted average number of
   shares outstanding                                 52,718,162     52,604,845
                                                      ----------     ----------
Net income                                          $     14,651         12,497
                                                      ----------     ----------
Basic earnings per common
 and common equivalent share                        $        .28            .24
                                                       ---------      ---------

Diluted earnings per share


Weighted average number of common and common equivalent shares:

    Weighted average number of
      shares outstanding                              52,718,162     52,604,845
    Shares applicable to
      stock options                                      300,955        347,715
                                                      ----------     ----------
                                                      53,019,117     52,952,560
                                                      ----------     ----------
Net Income                                           $    14,651         12,497
                                                       ---------     ----------

Diluted earnings per common
  and common equivalent share                        $       .28            .24
                                                       ---------      ---------
</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,  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>                 3-MOS
<FISCAL-YEAR-END>             APR-30-2000
<PERIOD-START>                MAY-01-1999
<PERIOD-END>                  JUL-31-1999
<EXCHANGE-RATE>               1
<CASH>                        9,332
<SECURITIES>                  11,564<F1>
<RECEIVABLES>                 3,335
<ALLOWANCES>                  0
<INVENTORY>                   51,422
<CURRENT-ASSETS>              81,206
<PP&E>                        722,945
<DEPRECIATION>                220,683
<TOTAL-ASSETS>                589,928
<CURRENT-LIABILITIES>         96,294
<BONDS>                       121,164<F2>
         0
                   0
<COMMON>                      67,520
<OTHER-SE>                    248,391<F3>
<TOTAL-LIABILITY-AND-EQUITY>  589,928
<SALES>                       387,194
<TOTAL-REVENUES>              388,708
<CGS>                         302,702
<TOTAL-COSTS>                 302,702
<OTHER-EXPENSES>              60,675
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            2,002
<INCOME-PRETAX>               23,329
<INCOME-TAX>                  8,678
<INCOME-CONTINUING>           14,651
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  14,651
<EPS-BASIC>                 .28
<EPS-DILUTED>                 .28
<FN>
<F1>  SHORT-TERM INVESTMENTS
<F2>  LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3>  RETAINED EARNINGS
</FN>


</TABLE>


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