Back to GetFilings.com





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, 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 49,638,562 shares
(Class) (Outstanding at September 5, 2002)



CASEY'S GENERAL STORES, INC.

INDEX



Page

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Consolidated condensed balance sheets -
July 31, 2002 and April 30, 2002 3

Consolidated condensed statements
of income - three months ended
July 31, 2002 and 2001 5

Consolidated condensed statements of
cash flows - three months ended
July 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. 13

Item 4. Controls and Procedures. 14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. 14

Item 6. Exhibits and Reports on Form 8-K. 15

SIGNATURE 17

CERTIFICATIONS 17


-2-



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,
2002 2002
--------- ---------

ASSETS

Current assets:
Cash and cash equivalents $ 23,868 18,946
Short-term investments 10 10
Receivables 5,366 5,127
Inventories 67,716 60,498
Prepaid expenses 4,097 3,816
Income tax receivable ---- 9,222
-------- --------

Total current assets 101,057 97,619
-------- --------

Other assets 973 992

Property and equipment, net of
accumulated depreciation
July 31, 2002, $335,364
April 30, 2002, $324,936 641,929 636,644
-------- --------

$743,959 735,255
======== ========

See notes to consolidated condensed financial statements.

-3-



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

LIABILITIES AND SHAREHOLDERS' EQUITY

July 31, April 30,
2002 2002
--------- ----------

Current liabilities:
Notes payable $ --- 5,275
Current maturities of long-term debt 9,662 9,648
Accounts payable 67,084 69,912
Accrued expenses 28,203 27,238
Income taxes payable 4,114 ---
-------- --------

Total current liabilities 109,063 112,073
-------- --------

Long-term debt, net of current maturities 172,531 173,797

Deferred income taxes 77,786 75,786

Deferred compensation 4,398 4,380
-------- --------

Total liabilities 363,778 366,036
-------- --------

Shareholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 39,573 39,562
Retained earnings 340,608 329,657
-------- --------

Total shareholders' equity 380,181 369,219
-------- --------

$743,959 735,255
======== ========

See notes to 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
July 31,
--------------------------
2002 2001
-------- --------

Net sales $550,497 573,835

Franchise revenue 708 876
-------- --------

551,205 574,711
-------- --------

Cost of goods sold 443,909 473,392
Operating expenses 72,897 67,173
Depreciation and amortization 11,635 10,807
Interest, net 3,351 3,103
-------- --------

531,792 554,475
-------- --------

Income before income taxes 19,413 20,236


Federal and state income taxes 7,222 7,528
-------- --------

Net income $ 12,191 12,708
======== ========

Earnings per share

Basic $ .25 .26
======== ========

Diluted $ .25 .26
======== ========

See notes to consolidated condensed financial statements.

-5-



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

Three Months Ended
July 31,
----------------------
2002 2001
--------- -------

Cash flows from operations:
Net income $ 12,191 12,708
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization 11,635 10,807
Deferred income taxes 2,000 1,500
Changes in assets and liabilities:
Receivables (239) (2,348)
Inventories (7,218) (12,659)
Prepaid expenses (281) (806)
Accounts payable (2,828) 88
Accrued expenses 965 536
Income taxes payable 13,336 6,552
Other, net 919 433
-------- --------
Net cash provided by operations 30,480 16,811
-------- --------
Cash flows from investing:
Purchase of property and equipment (17,553) (29,721)
Sale of investments --- 4,476
-------- --------
Net cash used in investing activities (17,553) (25,245)
-------- --------

-6-



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

Three Months Ended
July 31,
--------------------
2002 2001
-------- --------

Cash flows from financing:
Payment of long-term debt (1,501) (1,485)
Net activity of short-term debt (5,275) 3,300
Proceeds from exercise of stock options 11 70
Payment of cash dividends (1,240) (990)
-------- --------
Net cash (used in) provided by financing activities (8,005) 895
-------- --------
Net increase (decease) in cash and cash equivalents 4,922 (7,539)
Cash and cash equivalents at beginning of the period 18,946 22,958
-------- --------
Cash and cash equivalents at end of the period $ 23,868 15,419
======== ========


SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

Three Months Ended
July 31,
--------------------
2002 2001
--------- --------

Cash paid (received) during the year for
Interest, net of amount capitalized $ 4,730 4,816
Income taxes (8,114) ---
Noncash investing and financing activities
Property and equipment acquired through
an installment purchase 250 365

See notes to consolidated condensed financial statements.

-7-



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 July 31, 2002, and the results of operations for the three months ended
July 31, 2002 and 2001, and changes in cash flows for the three months
ended July 31, 2002 and 2001. Certain reclassifications were made to
balances for the prior year to conform to current year presentation.

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 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, 2002, the Company's ratio of current assets to current
liabilities was .93 to 1. The ratio at July 31, 2001 and April 30, 2002, was .98
to 1 and .87 to 1, respectively. Management believes that the Company's current
bank lines of credit, together with cash flow from operations, will be
sufficient to satisfy the working capital needs of its business.

Net cash provided by operations increased $13,669 (81.3%) in the three
months ended July 31, 2002 from the comparable period in the prior year,
primarily as a result of a smaller increase in inventories and an increase in
income taxes payable. Cash flows from investing in the three months ended July
31, 2002 increased primarily due to the decrease in the purchase of property and
equipment. Cash flows from financing decreased, primarily as a result of the
decrease in notes payable.

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 2003, the Company expended
$17,553 for property and equipment, primarily for the construction and
remodeling of Company stores, compared to $29,721 for the comparable period in
the prior year. The Company anticipates

-9-



expending approximately $80,000 in fiscal 2003 for construction and remodeling
of Company stores, primarily from existing cash and funds generated by
operations.

As of July 31, 2002, the Company had long-term debt of $172,531, consisting
of $4,500 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, $3,598 of mortgage notes payable, and $833 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 the purchaser of the 7.38% Senior Notes.

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

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%

-10-



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.

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 the 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, 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 2,577 USTs, of which 2,228 are fiberglass
and 349 are steel. Management believes that its existing gasoline procedures and
planned capital expenditures will continue to keep the Company in substantial
compliance with all

-11-



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. In each of the
years ended April 30, 2002 and 2001, the Company spent approximately $757 and
$944, respectively, for assessments and remediation. During the three months
ended July 31, 2002, the Company expended approximately $271 for such purposes.
Substantially all of these expenditures have been submitted for reimbursement
from state-sponsored trust fund programs and as of July 31, 2002, a total of
approximately $5,700 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 an accrued liability at July 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 July 31, 2002 Compared to Three Months Ended July 31,
2001 (Dollars in Thousands)

Net sales for the first quarter of fiscal 2003 decreased by $23,338 (4.1%)
over the comparable period in fiscal 2002. Retail gasoline sales decreased by
$37,519 (10.7%) as the number of gallons sold decreased by 1,002 (0.4%) while
the average retail price per gallon decreased 10.2%. During this same period,
retail sales of grocery and general merchandise increased by $19,934 (9.7%) due
to the addition of 53 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 80.6% for the first
quarter of fiscal 2003, compared to 82.5% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales increased (to 7.5%)
during the first quarter of fiscal 2003 from the first quarter of the prior year
(6.5%). The gross profit margin per gallon also increased (to $.0988) in the
first quarter of fiscal 2003 from the comparable period in the prior year
($.0948). However, the gross profits on retail sales of grocery and general
merchandise decreased (to 36.5%) from the comparable period in the prior year
(37.2%), primarily due to a more competitive retail environment.

Operating expenses as a percentage of net sales were 13.2% for the first
quarter of fiscal 2003 compared to 11.7% for the comparable period in the prior
year. The increase

-12-



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 $517 (4.1%). The decrease in net income was
attributable primarily to the decrease in the gross profit margin 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 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 only marketable securities with active secondary or
resale markets to ensure portfolio liquidity.

-13-



At July 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 July 1, 2002 would have an immaterial effect on the Company's pretax earnings
and on the fair value of those instruments.

On July 20, 2002, 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, 2002 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.

Item 4. Controls and Procedures.

During the quarter ended July 31, 2002, there were no significant changes
in the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of management's most recent
evaluation of the same. There were no significant deficiencies or material
weaknesses identified in that evaluation.

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

-14-



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), (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 the Company
and Principal Life Insurance Company and other purchasers of
the 6.18% to 7.23% Senior Notes, Series A through Series F
(i)

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)

-15-



99.1 Certificate of Ronald M. Lamb under Section 906 of
Sarbanes-Oxley Act of 2002

99.2 Certificate of Jamie H. Shaffer under Section 906 of
Sarbanes-Oxley Act of 2002


____________________

(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 23,
2000.


-16-



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 9, 2002 By: /s/ Jamie H. Shaffer
------------------------------------
Its: Vice President & Chief Financial Officer
(Authorized Officer and Principal
Financial Officer)



CERTIFICATIONS


I, Ronald M. Lamb, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casey's General
Stores, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Dated: September 9, 2002 /s/ Ronald M. Lamb
------------------
Ronald M. Lamb
Chief Executive Officer

-17-



I, Jamie H. Shaffer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Casey's General
Stores, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Dated: September 9, 2002 /s/ Jamie H. Shaffer
--------------------
Jamie H. Shaffer
Vice President and
Chief Financial Officer

-18-



EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No. Description

11 Statement regarding computation of per
share earnings

99.1 Certificate of Ronald M. Lamb under
Section 906 of Sarbanes-Oxley Act of
2002

99.2 Certificate of Jamie H. Shaffer under
Section 906 of Sarbanes-Oxley Act of
2002

-19-