CASEYS GENERAL STORES INC
10-Q, 2000-03-13
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 January 31, 2000

                         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                           50,374,862 shares
           (Class)                               (Outstanding at March 8, 2000)


<PAGE>



                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                       Page

PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements.

                           Consolidated condensed balance sheets -
                           January 31, 2000 and April 30, 1999           3

                           Consolidated condensed statements
                           of income - three and nine months ended
                           January 31, 2000 and 1999                     5

                           Consolidated condensed statements of
                           cash flows - nine months ended
                           January 31, 2000 and 1999                     6

                           Notes to consolidated condensed
                           financial statements                          8

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.                                   9


PART II - OTHER INFORMATION

         Item 1.           Legal Proceedings.                            14

         Item 5.           Other Information.                            14

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


SIGNATURE                                                                17



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements.


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

                             (Dollars in Thousands)

                                             January 31,
                                               2000                April 30,
                                             (Unaudited)             1999
                                              ---------            ---------
<TABLE>
<CAPTION>

         ASSETS
<S>                                            <C>                 <C>
Current assets:
         Cash and cash equivalents             $ 18,097              5,935
         Short-term investments                  12,557              8,800
         Receivables                              3,684              2,822
         Inventories                             54,337             47,204
         Prepaid expenses                         6,675              5,446
                                                -------             ------
                  Total current assets           95,350             70,207
                                                -------             ------
Long-term investments                             ---                6,640

Other assets                                      1,419              1,469

Property and equipment, net of
  accumulated depreciation
  January 31, 2000, $238,458
  April 30, 1999, $212,383                      538,448            484,544
                                                -------            -------
                                               $635,217            562,860
                                                -------            -------

See notes to consolidated condensed financial statements.

</TABLE>

<PAGE>



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

                                   (Continued)

                             (Dollars in Thousands)

                                              January 31,
                                                2000               April 30,
                                              (Unaudited)            1999
                                               ---------           ---------
<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                            <C>                  <C>
Current liabilities:
         Notes payable                         $  60,000               7,400
         Current maturities of
           long-term debt                          9,250               9,352
         Accounts payable                         50,093              44,227
         Accrued expenses                         21,306              20,383
         Income taxes payable                       ---                2,457
                                                 -------             -------
           Total current liabilities             140,649              83,819
                                                 -------             -------
Long-term debt, net of
  current maturities                             114,652             122,513
                                                 -------             -------
Deferred income taxes                             56,900              51,650
                                                 -------             -------
Deferred compensation                              3,457               3,010
                                                 -------             -------
Shareholders' equity

  Preferred stock, no par value                     ---                ---
  Common Stock, no par value                      54,879              67,338
  Retained earnings                              264,680             234,530
                                                 -------             -------
Total shareholders' equity                       319,559             301,868
                                                 -------             -------
                                                $635,217             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)

                               Three Months Ended        Nine Months Ended
                                   January 31,               January 31,
                               2000          1999        2000         1999
                               ----          ----        ----         ----
<TABLE>
<CAPTION>
<S>                        <C>               <C>        <C>           <C>
Net sales                  $402,029          291,561    1,201,975     946,377

Franchise revenue             1,223            1,488        4,168       4,367
                            -------          -------    ---------     -------
                            403,252          293,049    1,206,143     950,744
                            -------          -------    ---------     -------
Cost of goods sold          326,806          218,934      957,277     722,793
Operating expenses           56,058           49,346      162,495     143,188
Depreciation and
  amortization                9,724            8,671       28,225      25,188
Interest, net                 2,370            1,865        6,360       5,144
                            -------          -------    ---------     -------
                            394,958          278,816    1,154,357     896,313
                            -------          -------    ---------     -------
Income before

   income taxes               8,294           14,233       51,786      54,431

Federal and state

  income taxes                3,085            5,337       19,264      20,411
                            -------          -------    ---------     -------
Net income                 $  5,209            8,896       32,522      34,020
                            -------          -------    ---------     -------

Earnings per common share

         Basic             $    .10              .17          .62         .65
                            -------          -------    ---------     -------
         Diluted           $    .10              .17          .62         .64
                            -------          -------    ---------     -------
</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)

                                                       Nine Months Ended
                                                          January 31,
                                                       2000          1999
                                                       ----          ----
<TABLE>
<CAPTION>
<S>                                                   <C>            <C>
         Cash flows from operations:

             Net income                               $ 32,522       34,020
             Adjustments to reconcile
                 net income to net cash
                 provided by operations:
                     Depreciation and amortization      28,225       25,188
                     Deferred income taxes               5,250        4,500
                     Changes in assets and liabilities:
                         Receivables                      (862)        (168)
                         Inventories                    (7,133)      (4,596)
                         Prepaid expenses               (1,229)        (256)
                         Accounts payable                5,866       (1,618)
                         Accrued expenses                  923        2,357
                         Income taxes payable           (2,457)       1,801
                     Other, net                          1,889        2,032
                                                         -----       ------
         Net cash provided by operations                62,994       63,260
                                                        ------       ------
         Cash flows from investing:

             Purchase of property and equipment        (83,486)     (75,234)
             Purchase of investments                    (2,747)      (1,295)
             Sale of investments                         5,596        4,552
                                                        ------       -------
         Net cash used in investing activities         (80,637)     (71,977)
                                                        ------       ------

</TABLE>




<PAGE>



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

                             (Dollars in Thousands)

                                   (continued)

                                                     Nine Months Ended
                                                        January 31,
                                                     2000            1999
                                                     ----            ----
<TABLE>
<CAPTION>
<S>                                                  <C>           <C>
         Cash flows from financing:

           Payments of long-term debt                 (7,963)       (4,325)
           Net activity of short-term debt            52,600        21,060
           Repurchase of Common Stock                (12,806)         ---
           Proceeds from exercise of stock
             options                                     347           992
           Payments of cash dividends                 (2,373)       (2,369)
                                                      ------        ------
         Net cash provided by
           financing activities                       29,805        15,358
                                                      ------        ------
         Net increase in cash
           and cash equivalents                       12,162         6,641
         Cash and cash equivalents at
           beginning of the year                       5,935         4,022
                                                      ------        ------
         Cash and cash equivalents at
           end of the quarter                        $18,097        10,663
                                                      ------        ------
</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 January 31,
2000,  and the results of operations for the three and nine months ended January
31, 2000 and 1999,  and changes in cash flows for the nine months ended  January
31, 2000 and 1999.

     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 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,  2000,  the  Company's  ratio of current  assets to
current  liabilities  was .68 to 1. The ratio at January  31, 1999 and April 30,
1999  was .55 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  decreased  $266 (0.4%) in the nine months
ended January 31, 2000 from the comparable  period in the prior year,  primarily
as a result of a smaller net income and an increase in inventories  being offset
by an increase in depreciation and an increase in accounts  payable.  Cash flows
from investing in the nine months ended January 31, 2000 decreased, primarily as
a result of increased capital expenditures.  Cash flows from financing increased
primarily due to an increase in short- term debt,  net of the  repurchase of the
Company's  Common Stock.  Cash flows used in investing  activities 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


<PAGE>



first nine months of fiscal 2000, the Company  expended $83,486 for property and
equipment,  primarily for the  construction  and  remodeling of Company  stores,
compared to $75,234  for the  comparable  period in the prior year.  The Company
anticipates  expending  approximately  $95,000 in fiscal 2000 for  construction,
acquisition and remodeling of Company stores,  primarily from funds generated by
operations, existing cash and short-term investments and bank lines of credit.

     As of January  31,  2000,  the  Company  had  long-term  debt of  $114,652,
consisting  of $12,000 in  principal  amount of 7.70%  Senior Notes , $30,000 in
principal  amount of 7.38% Senior  Notes,  $10,800 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%,  $7,718 of mortgage
notes payable, and $4,134 of capital lease obligations.

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

     Interest on the 7.38% Notes is payable  semi-annually on the  twenty-eighth
day of June  and  December  in each  year,  commencing  June  28,  1996,  and at
maturity, at the rate of 7.38% per annum. The 7.38% Notes mature on December 28,
2020, with prepayments of principal commencing December 28, 2010 and ending June
28,  2020,  inclusive,  with the  remaining  principal  payable at  maturity  on
December 28, 2020. The Company may prepay the 7.38% Notes in whole or in part at
any time in an amount of 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 the purchaser of
the 7.38% Notes.

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


<PAGE>



     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  6-1/4%   Convertible
Subordinated  Debentures  (which were  converted  into shares of Common Stock in
1994),  the  above-described  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 2,275 USTs, of which 1,956 are fiberglass
and 319 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.  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, 1999 and 1998, the Company


<PAGE>



spent   approximately   $516  and  $502,   respectively,   for  assessments  and
remediation. During the nine months ended January 31, 2000, the Company expended
approximately  $359 for such purposes.  Substantially all of these  expenditures
have been submitted for reimbursement from  state-sponsored  trust fund programs
and as of January 31, 2000,  approximately  $4,600 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, 2000
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 JANUARY 31, 2000 COMPARED TO THREE
MONTHS ENDED JANUARY 31, 1999 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the  third  quarter  of fiscal  2000  increased  by  $110,468
(37.9%)  over the  comparable  period  in fiscal  1999.  Retail  gasoline  sales
increased by $80,175  (52.9%) as the number of gallons sold  increased by 24,244
(14.2%) while the average retail price per gallon increased  11.3%.  During this
same  period,  retail  sales of grocery and  general  merchandise  increased  by
$26,262  (21.8%)  due to the  addition  of 95 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 81.3% for the third
quarter of fiscal 2000, compared to 75.1% for the comparable period in the prior
year.  The gross profit  margins on retail  gasoline  sales  decreased (to 7.2%)
during the third quarter of fiscal 2000 from the third quarter of the prior year
(12.5%) due to the increase in wholesale  gasoline costs during the period.  The
gross profit  margin per gallon also  decreased (to $.0861) in the third quarter
of fiscal 2000 from the comparable period in the prior year ($.1112).  The gross
profits on retail sales of grocery and general  merchandise  also  decreased (to
37.2%) from the  comparable  period in the prior year (42.0%),  primarily due to
the increase in wholesale cigarette costs.

     Operating  expenses as a  percentage  of net sales were 13.9% for the third
quarter of fiscal 2000 compared to 16.9% 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.


<PAGE>



     Net  income  decreased  by  $3,687  (41.4%).  The  decrease  in net  income
wasattributable  primarily to the decrease in the gross profit margins on retail
gasoline  sales and the decrease in the gross profit  margins on retail sales of
grocery and general merchandise.

         NINE MONTHS ENDED JANUARY 31, 2000 COMPARED TO NINE
MONTHS ENDED JANUARY 31, 1999 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the first nine  months of fiscal 2000  increased  by $255,598
(27%) over the comparable period in fiscal 1999. Retail gasoline sales increased
by $165,559  (33.1%) as the number of gallons sold  increased by 65,198  (12.5%)
and the  average  retail  price per gallon  increased  18.3%.  During  this same
period,  retail  sales of grocery and general  merchandise  increased by $78,524
(20.4%) due to the  addition of 95 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 79.6% for the first
nine months of fiscal 2000  compared to 76.4% for the  comparable  period in the
prior year.  This result  occurred  because the gross  profit  margins on retail
gasoline  sales  decreased (to 8.3%) during the first nine months of fiscal 2000
from the  comparable  period in the prior year  (11.3%)  due to the  increase in
wholesale  gasoline costs during the period.  The gross profit margin per gallon
also  decreased  in the first nine months of fiscal  2000 (to  $.0946)  from the
comparable period in the prior year ($.1085).  The gross profits on retail sales
of grocery and general merchandise also decreased (to 38.3%) from the comparable
period in the prior year  (41%),  primarily  due to the  increase  in  wholesale
cigarette costs.

     Operating  expenses as a  percentage  of net sales were 13.5% for the first
nine months of fiscal 2000  compared to 15.1% 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  decreased  by $1,498  (4.4%).  The  decrease  in net income was
attributable  primarily to the  decrease in the gross  profit  margins on retail
gasoline  sales and the decrease in the gross profit  margins on retail sales of
grocery and general merchandise.

         CAUTIONARY STATEMENT

     The foregoing  Management's  Discussion and Analysis of Financial Condition
and Results of Operations contains various  "forward-looking  statements" within
the meaning


<PAGE>



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.

     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 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. As of March 7, 2000, the Company had repurchased  2,910,100 shares
of Common  Stock at an  average  price of $9.18 per share  under the  repurchase
program.

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:


<PAGE>



         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)

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

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

     (b)  Incorporated  by  reference  from the Form 8  (Amendment  No. 1 to the
Registration  Statement  on Form 8-A filed June 19,  1989) filed  September  10,
1990.


<PAGE>



     (c)  Incorporated by reference from the Form 8-A/A  (Amendment No. 3 to the
Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994.

     (d)  Incorporated  by reference from the Form 8-A12G/A  (Amendment No. 2 to
the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994.

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

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

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

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

     (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)      There were no Current Reports on Form 8-K filed by the Company
                  during the fiscal quarter ended January 31, 2000.


<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 9, 2000              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 of
                     per share earnings

    27               Financial Data Schedule



                                                                  Exhibit 11


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

                                                      Three Months Ended
                                                          January 31,
                                                      2000          1999
                                                      ----          ----
<TABLE>
<CAPTION>

<S>                                                  <C>            <C>
Basic earnings per share

Weighted average number of
  shares outstanding                                 51,991,748     52,698,079
                                                     ----------     ----------

Net income                                          $     5,209          8,896
                                                     ----------     ----------

Basic earnings per common share                     $       .10            .17
                                                     ----------     ----------

Diluted earnings per share

Weighted average number of
  shares outstanding                                 51,991,748     52,698,079
Shares applicable to

  stock options                                         137,851        241,299
                                                     ----------     ----------
                                                     52,129,599     52,939,378
                                                     ----------     ----------
Net Income                                          $     5,209          8,896
                                                     ----------     ----------

Diluted earnings per common share                   $       .10            .17
                                                     ----------     ----------
</TABLE>




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


                                                       Nine Months Ended
                                                          January 31,
                                                       2000          1999
                                                       ----          ----
<TABLE>
<CAPTION>

<S>                                                    <C>           <C>
Basic earnings per share

Weighted average number of
  shares outstanding                                   52,482,347    52,650,418
                                                       ----------    ----------

Net income                                            $    32,522        34,020
                                                       ----------    ----------

Basic earnings per common share                       $       .62           .65
                                                       ----------    ----------

Diluted earnings per share

Weighted average number of
  shares outstanding                                   52,482,347    52,650,418
Shares applicable to

  stock options                                           213,161       276,071
                                                       ----------    ----------
                                                       52,695,508    52,926,489
                                                       ----------    ----------
Net Income                                            $    32,522        34,020
                                                       ----------    ----------

Diluted earnings per common share                     $       .62           .64
                                                       ----------    ----------

</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, 2000 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>                 9-MOS
<FISCAL-YEAR-END>             APR-30-2000
<PERIOD-START>                MAY-01-1999
<PERIOD-END>                  JAN-31-2000
<EXCHANGE-RATE>               1
<CASH>                        18,097
<SECURITIES>                  12,557<F1>
<RECEIVABLES>                 3,684
<ALLOWANCES>                  0
<INVENTORY>                   54,337
<CURRENT-ASSETS>              95,350
<PP&E>                        776,906
<DEPRECIATION>                238,458
<TOTAL-ASSETS>                635,217
<CURRENT-LIABILITIES>         140,649
<BONDS>                       114,652<F2>
         0
                   0
<COMMON>                      54,879
<OTHER-SE>                    264,680<F3>
<TOTAL-LIABILITY-AND-EQUITY>  635,217
<SALES>                       1,201,975
<TOTAL-REVENUES>              1,206,143
<CGS>                         957,277
<TOTAL-COSTS>                 957,277
<OTHER-EXPENSES>              190,720
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            6,360
<INCOME-PRETAX>               51,786
<INCOME-TAX>                  19,264
<INCOME-CONTINUING>           32,522
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  32,522
<EPS-BASIC>                   .62
<EPS-DILUTED>                 .62
<FN>
<F1>    SHORT-TERM INVESTMENTS
<F2>    LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3>    RETAINED EARNINGS
</FN>


</TABLE>


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