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, 2002 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 49,615,362 shares (Class) (Outstanding at March 4, 2002)
CASEY'S GENERAL STORES, INC. INDEX <TABLE> <CAPTION> Page <S> <C> PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. Consolidated condensed balance sheets - January 31, 2002 and April 30, 2001 3 Consolidated condensed statements of income - three and nine months ended January 31, 2002 and 2001 5 Consolidated condensed statements of cash flows - nine months ended January 31, 2002 and 2001 6 Notes to consolidated condensed financial statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 9 Item 3. Quantitative and Qualitative Disclosure about Market Risk. 15 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 16 Item 6. Exhibits and Reports on Form 8-K. 16 SIGNATURE 19 </TABLE> 2
PART I - FINANCIAL INFORMATION ------------------------------ Item 1. Consolidated Financial Statements. --------------------------------- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) January 31, 2002 April 30, (Unaudited) 2001 ----------- --------- ASSETS Current assets: Cash and cash equivalents $ 2,066 22,958 Short-term investments 11 18,225 Receivables 4,255 5,190 Inventories 65,315 51,772 Prepaid expenses 6,197 5,461 Income tax receivable 2,284 3,287 -------- -------- Total current assets 80,128 106,893 -------- -------- Other assets 1,243 1,297 Property and equipment, net of accumulated depreciation January 31, 2002, $314,865 April 30, 2001, $284,483 625,756 585,294 -------- -------- $707,127 693,484 ======== ======== See notes to unaudited consolidated condensed financial statements. 3
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Continued) (Dollars in Thousands) January 31, 2002 April 30, (Unaudited) 2001 ----------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 4,400 -- Current maturities of long-term debt 9,351 9,482 Accounts payable 54,492 67,735 Accrued expenses 25,087 24,824 -------- -------- Total current liabilities 93,330 102,041 -------- -------- Long-term debt, net of current maturities 175,581 183,107 -------- -------- Deferred income taxes 68,150 63,650 -------- -------- Deferred compensation 4,338 4,210 -------- -------- Total liabilities 341,399 353,008 -------- -------- Shareholders' equity Preferred stock, no par value -- -- Common Stock, no par value 39,207 38,353 Retained earnings 326,521 302,123 -------- -------- Total shareholders' equity 365,728 340,476 -------- -------- $707,127 693,484 ======== ======== See notes to unaudited consolidated condensed financial statements. 4
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands, except per share amounts) Three Months Ended Nine Months Ended January 31, January 31, --------------------- --------------------- 2002 2001 2002 2001 --------- --------- --------- --------- Net sales $ 453,507 437,004 1,590,084 1,461,603 Franchise revenue 725 832 2,397 2,958 --------- --------- --------- --------- 454,232 437,836 1,592,481 1,464,561 --------- --------- --------- --------- Cost of goods sold 365,248 352,903 1,291,504 1,177,535 Operating expenses 70,851 64,999 214,868 193,781 Depreciation and amortization 11,315 10,473 33,196 30,865 Interest, net 3,205 3,117 9,332 8,978 --------- --------- --------- --------- 450,619 431,492 1,548,900 1,411,159 --------- --------- --------- --------- Income before income taxes 3,613 6,344 43,581 53,402 Federal and state income taxes 1,344 2,361 16,212 19,866 --------- --------- --------- --------- Net income $ 2,269 3,983 27,369 33,536 ========= ========= ========= ========= Earnings per common share Basic $ .05 .08 .55 .68 ========= ========= ========= ========= Diluted $ .05 .08 .55 .68 ========= ========= ========= ========= See notes to unaudited consolidated condensed financial statements. 5
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands) <TABLE> <CAPTION> Nine Months Ended January 31, ----------------- 2002 2001 -------- -------- <S> <C> <C> Cash flows from operations: Net income $ 27,369 33,536 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 33,196 30,865 Deferred income taxes 4,500 4,500 Changes in assets and liabilities: Receivables 935 (816) Inventories (13,543) (19,152) Prepaid expenses (736) (2,401) Accounts payable (13,243) (9,483) Accrued expenses 263 2,675 Income taxes 1,003 (2,091) Other, net 1,523 1,213 -------- ------- Net cash provided by operations 41,267 38,846 -------- ------- Cash flows from investing: Purchase of property and equipment (74,282) (65,729) Purchase of investments ---- (34,190) Sale of investments 17,862 12,918 -------- ------- Net cash used in investing activities (56,420) (87,001) -------- ------- </TABLE> 6
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Dollars in Thousands) <TABLE> <CAPTION> Nine Months Ended January 31, ----------------- 2002 2001 -------- --------- <S> <C> <C> Cash flows from financing: Proceeds from long-term debt ---- 80,000 Payments of long-term debt (8,022) (8,456) Net activity of short-term debt 4,400 (31,650) Proceeds from exercise of stock options 854 331 Payments of cash dividends (2,971) (2,720) -------- --------- Net cash provided by (used in) financing activities (5,739) 37,505 -------- --------- Net decrease in cash and cash equivalents (20,892) (10,650) Cash and cash equivalents at beginning of the year 22,958 15,917 -------- --------- Cash and cash equivalents at end of the period $ 2,066 5,267 ======== ========= </TABLE> SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION <TABLE> <CAPTION> Nine Months Ended January 31, ------------------ 2002 2001 -------- --------- <S> <C> <C> Cash paid during the year for Interest, net of amount capitalized $ 11,481 9,561 Income taxes 11,233 19,388 Noncash investing and financing activities Property and equipment acquired through an installment purchase 365 --- </TABLE> See notes to unaudited consolidated condensed financial statements. 7
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 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, 2002, and the results of operations for the three and nine months ended January 31, 2002 and 2001, and changes in cash flows for the nine months ended January 31, 2002 and 2001. 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. 8
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, 2002, the Company's ratio of current assets to current liabilities was .86 to 1. The ratio at January 31, 2001 and April 30, 2001 was 1.09 to 1 and 1.05 to 1, respectively. Management believes that the Company's current bank line of credit of $35,000, together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business. Net cash provided by operations increased $2,421 (6.2%) in the nine months ended January 31, 2002 from the comparable period in the prior year, primarily as a result of a larger increase in inventories and a larger decrease in accounts payable. Cash flows used in investing in the nine months ended January 31, 2002 decreased, primarily as a result of an increased sale of investments and no purchases of investments. However, this result was partially offset by an increase in capital expenditures. Cash used in investing activities is expected to increase as a result of the anticipated growth in capital expenditures. Cash flows from financing also decreased, primarily due to the proceeds from the long-term debt in the comparable period of the prior year. Capital expenditures represent the single largest use of Company funds. Management believes that by reinvesting in Company stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first nine months of fiscal 2002, the Company expended $74,282 for property and equipment, primarily for the construction, acquisition and remodeling of Company stores, compared to $65,729 for the comparable period in the prior year. The Company 9
anticipates expending approximately $90,000 in fiscal 2002 for construction, acquisition and remodeling of Company stores, primarily from funds generated by operations, and the bank line of credit. As of January 31, 2002, the Company had long-term debt of $175,581, consisting of $6,000 in principal amount of 7.70% Senior Notes, $30,000 in principal amount of 7.38% Senior Notes, $3,600 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%, $80,000 in principal amount of 7.89% Senior Notes, Series A, $4,425 of mortgage notes payable, and $1,556 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. 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 10
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. Interest on the 7.89% Senior Notes, Series A, is payable semi-annually on the 15th day of May and November in each year, commencing November 15, 2000, and at maturity, at the rate of 7.89% per annum. The 7.89% Senior Notes mature on May 15, 2010, with prepayments of principal commencing on May 15, 2004 and on each May 15 thereafter to and including May 15, 2009, with the remaining principal payable at maturity on May 15, 2010. The Company may prepay the 7.89% Senior Notes in whole or in part at any time in an amount not less than $2,000 in the case of a partial prepayment at a redemption price calculated in accordance with the Note Purchase Agreement dated as of May 1, 2000 between the Company and the purchasers of the 7.89% Senior Notes. To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of 6-1/4% Convertible Subordinated Debentures (which were converted 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, the bank line of credit, 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 2,535 USTs, of which 2,191 are fiberglass and 344 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, 2001 and 2000, the Company 11
spent approximately $944 and $447, respectively, for assessments and remediation. During the nine months ended January 31, 2002, the Company expended approximately $517 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of January 31, 2002, approximately $5,500 has been received from such programs since their inception. 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, 2002 of approximately $200 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, 2002 Compared to Three Months Ended January -------------------------------------------------------------------------- 31, 2001 (Dollars and Amounts in Thousands) - ------------------------------------------- Net sales for the third quarter of fiscal 2002 increased by $16,503 (3.8%) over the comparable period in fiscal 2001. Retail gasoline sales decreased by $17,931 (6.8%) as the number of gallons sold increased by 47,100 (25.0%) while the average retail price per gallon decreased 25.4%. During this same period, retail sales of grocery and general merchandise increased by $37,089 (24.3%) due to the addition of 66 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 80.5% for the third quarter of fiscal 2002, compared to 80.8% for the comparable period in the prior year due to total sales consisting of a smaller percentage of retail gasoline sales (54.6%) than the comparable period in the prior year (60.8%). The gross profit margins on retail gasoline sales decreased (to 7.6%) during the third quarter of fiscal 2002 from the third quarter of the prior year (8.2%) due to the gross profit margin per gallon decreasing (to $.08) from the comparable period in the prior year ($.1152). The gross profits on retail sales of grocery and general merchandise also decreased (to 34.8%) from the comparable period in the prior year (39.1%), primarily due to a more competitive retail environment. Operating expenses as a percentage of net sales were 15.6% for the third quarter of fiscal 2002 compared to 14.9% for the comparable period in the prior year. The increase in operating expenses as a percentage of net sales was caused primarily by a decrease in the average retail price per gallon of gasoline sold. Net income decreased by $1,714 (43%). 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. Nine Months Ended January 31, 2002 Compared to Nine Months Ended ---------------------------------------------------------------- 12
January 31, 2001 (Dollars and Amounts in Thousands) - -------------------------------------------------- Net sales for the first nine months of fiscal 2002 increased by $128,481 (8.8%) over the comparable period in fiscal 2001. Retail gasoline sales increased by $47,352 (5.4%) as the number of gallons sold increased by 110,870 (18.4%) while the average retail price per gallon decreased 11%. During this same period, retail sales of grocery and general merchandise increased by $90,981 (17.8%) due to the addition of 66 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 81.2% for the first nine months of fiscal 2002 compared to 80.6% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (to 7.3%) during the first nine months of fiscal 2002 from the comparable period in the prior year (8.3%) due to the gross profit margin per gallon decreasing (to $.0947) from the comparable period in the prior year ($.1214). The gross profits on retail sales of grocery and general merchandise also decreased (to 36.6%) from the comparable period in the prior year (39.2%), primarily due to a more competitive retail environment. Operating expenses as a percentage of net sales were 13.5% for the first nine months of fiscal 2002 compared to 13.3% for the comparable period in the prior year. The increase in operating expenses as a percentage of net sales was caused primarily by a decrease in the average retail price per gallon of gasoline sold. Net income decreased by $6,167 (18.4%). 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. Other Matters ------------- On July 20, 2001, the Financial Accounting Standards Board issued Statements No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets." Statement 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Statement 142 replaces the requirement to amortize intangible assets with indefinite lives and goodwill with a requirement for an impairment test. Statement 142 also requires an evaluation of intangible assets and their useful lives and a transitional impairment test for goodwill and certain intangible assets. After transition, the impairment tests will be performed annually. Statement 142 is required to be applied starting with fiscal years beginning after December 15, 2001 and is required to be applied at the beginning of the fiscal year. The Company does not expect either of these Statements to have a material effect on their consolidated financial statements. 13
In August 2001, the Financial Accounting Standards Board issued FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144), which supercedes FASB Statement 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of (Statement 121). Statement 144 retains the fundamental provisions in Statement 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with Statement 121. The Company is required to adopt Statement 144 no later than the year beginning after December 15, 2001, and plans to adopt its provisions for the quarter ending July 31, 2002. Management does not expect the adoption of Statement 144 for long-lived assets held for use to have a material impact on the Company's financial statements because the impairment assessment under Statement 144 is largely unchanged from Statement 121. 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk. ---------------------------------------------------------- The Company's exposure to market risk for changes in interest rates relates primarily to its investment portfolio and long-term debt obligations. The Company places its investments with high quality credit issuers and, by policy, limits the amount of credit exposure to any one issuer. As stated in its policy, the Company's first priority is to reduce the risk of principal loss. Consequently, the Company seeks to preserve its invested funds by limiting default risk, market risk and reinvestment risk. The Company mitigates default risk by investing in only high quality credit securities that it believes to be low risk and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes 14
only marketable securities with active secondary or resale markets to ensure portfolio liquidity. At January 31, 2002, the Company had no derivative instruments, but management is aware of the provisions of SFAS No. 133 (as amended by SFAS Nos. 137 and 138) establishing accounting and reporting standards for derivative instruments. The Company believes that an immediate 100 basis point move in interest rates affecting the Company's floating and fixed rate financial instruments as of January 1, 2002 would have an immaterial effect on the Company's pretax earnings and on the fair value of those instruments. 15
PART II - OTHER INFORMATION --------------------------- Item 1. Legal Proceedings. ----------------- The Company from time to time is a party to legal proceedings arising from the conduct of its business operations, including proceedings relating to personal injury and employment claims, environmental remediation activities or contamination-related claims, disputes under franchise agreements and claims by state and federal regulatory authorities relating to the sale of products pursuant to state or federal licenses or permits. Management does not believe that the potential liability of the Company with respect to such proceedings pending as of the date of this Form 10-Q is material in the aggregate. Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) The following exhibits are filed with this Report or, if so indicated, incorporated by reference: 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) 16
4.7 Note Purchase Agreement dated as of May 1, 2000 among the Company and the purchasers of the 7.89% Senior Notes, Series 2000-A (k) 11 Statement regarding computation of per share earnings 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. (j) Incorporated by reference from the Current Report on Form 8-K filed September 27, 1999. (k) Incorporated by reference from the Current Report on Form 8-K filed May 22, 2000. 17
(b) On January 3, 2002, the Company filed a Current Report on Form 8-K relating to the amendment of its insider trading policy. As disclosed therein, the purpose of the amendment was to permit Company officers and other insiders to enter into trading plans or arrangements for systematic trading of the Company's Common Stock under SEC Rule 15b5-1. 18
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 11, 2002 By: John G. Harmon --------------- John G. Harmon Secretary/Treasurer (Authorized Officer and Principal Financial Officer) 19
EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- 11 Statement regarding computation of per share earnings 20