CASEYS GENERAL STORES INC
10-K405/A, 2000-02-14
CONVENIENCE STORES
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                                  United States

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-K405/A

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                    For the Fiscal Year Ended April 30, 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 BLVD., ANKENY, IOWA
                    (Address of principal executive offices)

                                      50021

                                   (Zip Code)

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

           Securities Registered Pursuant To Section 12(b) Of The Act:

                                      NONE

           Securities Registered Pursuant To Section 12(g) Of The Act:

                                  COMMON STOCK

                                (Title of Class)

                          COMMON SHARE PURCHASE RIGHTS

                                (Title of Class)


<PAGE>



     Item 14(c) of Part IV of the Form  10-K405  filed  July 28,  1999 is hereby
amended to provide as follows:

                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K.

                                    * * * *
<TABLE>
<CAPTION>

         (c)      Exhibits

         Exhibit
         Number                    Document
         -------                   --------
        <C>           <S>

        3.1(a)        Restatement of the Restated and Amended Articles of
                        Incorporation (x)
        3.2(a)        Restatement of Amended and Restated By-Laws (w) and
                        Amendment thereto (dd)
        4.2           Rights Agreement between Casey's General Stores, Inc.
                        and UMB Bank, n.a., as Rights Agent, relating to Common
                        Share Purchase Rights (e) and amendments thereto (i),
                        (p), (q), (cc)
        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 (n) and First Amendment thereto (u)
        4.4           Note Agreement dated as of December 1, 1995 between
                        Casey's General Stores, Inc. and Principal Mutual Life
                        Insurance Company (u)
        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 (y)
        4.6             Note  Agreement  dated as of April  15,  1999  among the
                        Company and Principal Life  Insurance  Company and other
                        purchasers of $50,000,000 Senior Notes, Series A through
                        Series F (cc)
        9             Voting Trust Agreement (a) and Amendment thereto (d)
        10.4(b)       Sixth Amended and Restated Casey's General Stores, Inc.
                        Employees' Stock Ownership Plan and Trust Agreement (v)
        10.6          Lease Agreement between Casey's General Stores, Inc. and
                        Broadway Distributing Company (a)
        10.8          Form of Franchise Agreement (a)
        10.9          Form of Store Lease Agreement (a)
        10.10         Form of Equipment Lease Agreement (a)




<PAGE>



        10.16         Secured Promissory Note dated November 30, 1989 given to
                        Principal Mutual Life Insurance Company (f)
        10.18         Commercial Note with Norwest Bank Iowa, N.A.(k)
        10.19         Casey's General Stores, Inc. 1991 Incentive Stock Option
                        Plan (j) and amendment  thereto (o) 10.21(a) Amended and
                        Restated Employment Agreement with Donald F.
                      Lamberti (z) and First  Amendment  thereto  (aa)  10.22(a)
                        Amended and Restated Employment Agreement with Ronald M.
                        Lamb  (z) and  First  Amendment  thereto  (aa)  10.24(a)
                        Amended and Restated Employment Agreement with John G.
                        Harmon (z)
        10.27         Non-Employee Directors' Stock Option Plan (s)
        10.28         Term Note and Master Note with UMB Bank, n.a. (dd)
        10.29         Form of "change of control" Employment Agreement (w)
        10.30         Non-Qualified Supplemental Executive Retirement Plan (z)
        10.31         Non-Qualified Supplemental Executive Retirement Plan Trust
                        Agreement  with  UMB  Bank,  n.a.  (z)  10.32  Severance
                        Agreement with Douglas K. Shull (bb) 11 Statement
                        regarding computation of earnings per share 13
                        Consolidated  Financial  Statements  from 1999 Annual
                        Report 21 Subsidiaries of Casey's General Stores, Inc.
        23.1          Consent of KPMG LLP
        27            Financial Data Schedule
        99            Cautionary Statement Relating to Forward-Looking
                        Statements (w)
</TABLE>

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

(a)     Incorporated herein by reference from the Registration Statement on Form
        S-1 (2-82651) filed August 31, 1983.

(b)     Reserved.

(c)     Reserved.

(d)     Incorporated  herein by reference from the Quarterly Report on Form 10-Q
        for the fiscal quarter ended January 31, 1988 (0-12788).

(e)     Incorporated herein by reference from the Registration Statement on Form
        8-A filed June 19, 1989 (0-12788).


<PAGE>



(f)     Incorporated by reference from the Quarterly Report on Form 10-Q for the
        fiscal quarter ended October 31, 1989.

(g)     Incorporated  by reference  from the Annual  Report on Form 10-K for the
        fiscal year ended April 30, 1989.

(h)     Reserved.

(i)     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.

(j)     Incorporated by reference from the Registration Statement on Form S-8
        (33-42907) filed September 23, 1991.

(k)     Incorporated  by reference  from the Annual  Report on Form 10-K for the
        fiscal year ended April 30, 1991.

(l)     Incorporated by reference from the Quarterly Report on Form 10-Q for the
        fiscal quarter ended January 31, 1992.

(m)     Reserved.

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

(o)     Incorporated by reference from the Quarterly Report on Form 10-Q for the
        fiscal quarter ended January 31, 1994.

(p)     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.

(q)     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.

(r)     Reserved.

(s)     Incorporated by reference from the Quarterly Report on Form 10-Q for the
        fiscal quarter ended July 31, 1994.

(t)     Incorporated  by reference  from the Annual  Report on Form 10-K for the
        fiscal year ended April 30, 1994.


<PAGE>



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

(v)     Incorporated  by reference  from the Annual  Report on Form 10-K for the
        fiscal year ended April 30, 1995.

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

(x)     Incorporated by reference from the Quarterly Report on Form 10-Q for the
        fiscal quarter ended October 31, 1996.

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

(z)     Incorporated by reference from the Current Report on Form 8-K filed
        November 10, 1997.

(aa)    Incorporated  by  reference  from the  Current  Report on Form 8-K filed
        April 2, 1998.

(bb)    Incorporated by reference from the Current Report on Form 8-K filed July
        28, 1998.

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

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


<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.
                                   (Registrant)



Date:    February 14, 2000         By: /s/ Ronald M. Lamb
                                       --------------------
                                       Ronald M. Lamb,
                                       Chief Executive Officer and President
                                       (Principal Executive Officer)




     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

Date: February 14, 2000            By: /s/ Ronald M. Lamb
                                       ------------------
                                       Ronald M. Lamb
                                       Chief Executive Officer, Director


Date: February 14, 2000            By: /s/ Donald F. Lamberti
                                       ----------------------
                                       Donald F. Lamberti
                                       Chairman of the Executive Committee,
                                       Director






<PAGE>


Date: February 11, 2000             By: /s/ John G. Harmon
                                        ------------------
                                        John G. Harmon
                                        Secretary/Treasurer, Director
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)



Date: February 10, 2000             By: /s/ Kenneth H. Haynie
                                        ---------------------
                                        Kenneth H. Haynie
                                        Director


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