content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported): May 15, 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 BLVD., 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
                            if changed since last report)
  
  
  
  <PAGE>
  
  
  
  ITEM 5.           OTHER EVENTS.
  
       On May 15, 2000,  Casey's  General  Stores,  Inc.  (the  "Company")  issued
  $80,000,000 in aggregate  principal amount of 7.89% Senior Notes, Series 2000-A,
  due May 15, 2010 (together, the "Senior Notes"), pursuant to the terms of a Note
  Purchase  Agreement dated as of May 1, 2000 (the "Note  Agreement") by and among
  the Company and New York Life  Insurance  Company,  New York Life  Insurance and
  Annuity  Corporation,  Allstate  Life  Insurance  Company of New York,  Columbia
  Universal  Life Insurance  Company,  American  Heritage Life Insurance  Company,
  Allstate Life Insurance  Company,  Connecticut  General Life Insurance  Company,
  Life  Insurance  Company of North  America,  American  Investors  Life Insurance
  Company,  Knights of Columbus,  Modern Woodmen of America, Acacia Life Insurance
  Company and Berkshire Life Insurance Company (together,  the "Purchasers").  The
  Company  will apply the  proceeds  from the sale of the Senior Notes to fund the
  payment  and  retirement  of  outstanding  short-term  indebtedness  and general
  working capital purposes.
  
       The Senior Notes bear interest at the rate of 7.89% per annum from the date
  thereof,  payable  semi-annually  on  May  15  and  November  15 of  each  year,
  commencing  November 15, 2000 until the principal  thereof shall have become due
  and payable.  To the extent permitted by law, any overdue payment of any overdue
  prepayment  (due as  described  below),  principal,  interest or any  Make-Whole
  Amount  (as  defined  in  the  Note  Agreement)  shall  bear  interest,  payable
  semi-annually  as aforesaid,  at a rate per annum from time to time equal to the
  greater  of (i) 9.89% or (ii) 2.0% over the  "base" or  "prime"  rate  publicly
  announced  by Bank of America in Chicago,  Illinois.  The Senior Notes mature on
  May 15, 2010.
  
       In addition to the payment of all outstanding principal of the Senior Notes
  at  maturity,  and  regardless  of the  amount  of  Senior  Notes  which  may be
  outstanding  from time to time, on May 15, 2004 and on each May 15 thereafter to
  and  including  May 15, 2009,  the Company  shall prepay  $11,428,572  principal
  amount of the Senior Notes, or such lesser amount as would constitute payment in
  full on the Senior Notes,  with the remaining  principal  payable at maturity on
  May 15, 2010 (the "Required  Prepayments").  Each such Required Prepayment shall
  be at a price of 100% of the principal  amount  prepaid,  together with interest
  accrued thereon to the date of prepayment.
  
       Upon notice as provided  in the Note  Agreement,  the Company may prepay at
  any time all, or from time to time any part of, the Senior  Notes,  in an amount
  not less than $2,000,000 (the "Optional Prepayments").  Each Optional Prepayment
  shall be at a price of (i) 100% of the  principal  amount  to be  prepaid,  plus
  interest  accrued thereon to the date of prepayment,  and the Make-Whole  Amount
  (as  defined in the Note  Agreement)  determined  for the  prepayment  date with
  respect to such principal  amount.  Any Optional  Prepayment of less than all of
  the Senior Notes outstanding shall be allocated among all
  
  
  <PAGE>
  
  
  
  of the  Senior  Notes  at the time  outstanding  in  proportion,  as  nearly  as
  practicable,  to the respective unpaid principal amounts thereof not theretofore
  called for prepayment.
  
       Prepayment  of the  Senior  Notes  also may be  required  in the event of a
  Change of Control or Management  Buyout (each as defined in the Note Agreement),
  at a price of (i) 100% of the principal amount of the Senior Notes to be prepaid
  plus the Make-Whole Amount,  together with accrued interest thereon (in the case
  of a Change of Control) or (ii) 100% of the principal amount of the Senior Notes
  to be  prepaid,  together  with  accrued  interest  thereon  (in  the  case of a
  Management Buyout).
  
       In the Note  Agreement,  the  Company  makes  certain  representations  and
  warranties to the Purchasers and, while any of the Senior Notes are outstanding,
  agrees to comply with  certain  affirmative  covenants  addressing,  among other
  matters,  the  maintenance  of corporate  existence,  insurance,  properties and
  records and the provision of certain  financial  information  and reports to the
  Purchasers.  The Company also agrees to be bound by certain  negative  covenants
  while the Senior Notes are outstanding addressing,  among other matters, the net
  worth,  indebtedness  and fixed charge ratio to be  maintained  while the Senior
  Notes are  outstanding,  additional  Liens (as  defined in the Note  Agreement),
  mergers or consolidations,  and sale of assets.  Upon the occurrence of an Event
  of Default (which,  as more fully defined in the Note Agreement,  would include,
  among other  matters,  nonpayment  of the principal of or interest on the Senior
  Notes when due or a breach of any of the foregoing  covenants),  the  Purchasers
  may declare the entire principal  amount of the Senior Notes,  together with the
  Make-Whole Amount described in the Note Agreement and all accrued  interest,  to
  be immediately due and payable.
  
       Attached  hereto as Exhibit 4.7 and  incorporated  herein by reference is a
  copy of the Note  Agreement  between  the Company  and the  Purchasers,  and the
  Schedules and Exhibits thereto. The foregoing description of the Senior Notes is
  qualified in its entirety by  reference  to the Note  Agreement  and the form of
  Senior Note described therein.
  
       Separately,  acting  at a  special  meeting  on May 2,  2000,  the Board of
  Directors of the Company  approved  several officer  changes, and elected the
  following persons to the indicated offices:
  
            Robert  Myers -  Senior  Vice  President
            Terry  Handley  - Vice President, Store Operations
            Cleo Kuhns - Vice President, Store Development
            Jamie Shaffer - Vice President and Chief  Financial Officer
            Brad Heyer - Vice President,  Informations Systems
            Hal Brown - Vice President, Support Services
  
  
  <PAGE>
  
  
  
  ITEM 7.           EXHIBITS.
  
  4.7               Note  Purchase  Agreement,  dated  as of  May 1,  2000,  among
                    Casey's  General  Stores,  Inc.  and New York  Life  Insurance
                    Company,  New York Life  Insurance  and  Annuity  Corporation,
                    Allstate  Life  Insurance   Company  of  New  York,   Columbia
                    Universal  Life  Insurance  Company,  American  Heritage  Life
                    Insurance   Company,    Allstate   Life   Insurance   Company,
                    Connecticut  General Life  Insurance  Company,  Life Insurance
                    Company of North  America,  American  Investors Life Insurance
                    Company,  Knights of  Columbus,  Modern  Woodmen  of  America,
                    Acacia Life  Insurance  Company and Berkshire  Life  Insurance
                    Company.
  
  
  <PAGE>
  
  
  
                                      SIGNATURE
  
       Pursuant to the  requirements of Section 12 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: May 22, 2000              By:      /s/ John G. Harmon
                                           ------------------------
                                           John G. Harmon
                                           Secretary/Treasurer
  
  
  <PAGE>
  
  
  
                                      EXHIBITS
  
  Exhibit        Description                                             Page
  ---------      -----------                                             ----
  
  4.7            Note Purchase Agreement dated as of
                 May 1, 2000 between Casey's General
                 Stores, Inc. and  New York Life Insurance
                 Company, New York Life Insurance and Annuity
                 Corporation, Allstate Life Insurance Company of
                 New York, Columbia Universal Life Insurance
                 Company, American Heritage Life Insurance
                 Company, Allstate Life Insurance Company,
                 Connecticut General Life Insurance Company,
                 Life Insurance Company of North America,
                 American Investors Life Insurance Company,
                 Knights of Columbus, Modern Woodmen of
                 America, Acacia Life Insurance Company and
                 Berkshire Life Insurance Company
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metadata_filer: {"company-data": {"conformed-name": "CASEYS GENERAL STORES INC", "cik": "0000726958", "assigned-sic": "5412", "irs-number": "420935283", "state-of-incorporation": "IA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12788", "film-number": "641822"}, "business-address": {"street1": "P.O. BOX 3001", "city": "ANKENY", "state": "IA", "zip": "50021", "phone": "5152437611"}, "mail-address": {"street1": "PO BOX 3001", "city": "ANKENY", "state": "IA", "zip": "50026"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                           Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported): May 15, 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 BLVD., 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
                            if changed since last report)
  ITEM 5.           OTHER EVENTS.
  
       On May 15, 2000,  Casey's  General  Stores,  Inc.  (the  "Company")  issued
  $80,000,000 in aggregate  principal amount of 7.89% Senior Notes, Series 2000-A,
  due May 15, 2010 (together, the "Senior Notes"), pursuant to the terms of a Note
  Purchase  Agreement dated as of May 1, 2000 (the "Note  Agreement") by and among
  the Company and New York Life  Insurance  Company,  New York Life  Insurance and
  Annuity  Corporation,  Allstate  Life  Insurance  Company of New York,  Columbia
  Universal  Life Insurance  Company,  American  Heritage Life Insurance  Company,
  Allstate Life Insurance  Company,  Connecticut  General Life Insurance  Company,
  Life  Insurance  Company of North  America,  American  Investors  Life Insurance
  Company,  Knights of Columbus,  Modern Woodmen of America, Acacia Life Insurance
  Company and Berkshire Life Insurance Company (together,  the "Purchasers").  The
  Company  will apply the  proceeds  from the sale of the Senior Notes to fund the
  payment  and  retirement  of  outstanding  short-term  indebtedness  and general
  working capital purposes.
  
       The Senior Notes bear interest at the rate of 7.89% per annum from the date
  thereof,  payable  semi-annually  on  May  15  and  November  15 of  each  year,
  commencing  November 15, 2000 until the principal  thereof shall have become due
  and payable.  To the extent permitted by law, any overdue payment of any overdue
  prepayment  (due as  described  below),  principal,  interest or any  Make-Whole
  Amount  (as  defined  in  the  Note  Agreement)  shall  bear  interest,  payable
  semi-annually  as aforesaid,  at a rate per annum from time to time equal to the
  greater  of (i) 9.89% or (ii) 2.0% over the  "base" or  "prime"  rate  publicly
  announced  by Bank of America in Chicago,  Illinois.  The Senior Notes mature on
  May 15, 2010.
  
       In addition to the payment of all outstanding principal of the Senior Notes
  at  maturity,  and  regardless  of the  amount  of  Senior  Notes  which  may be
  outstanding  from time to time, on May 15, 2004 and on each May 15 thereafter to
  and  including  May 15, 2009,  the Company  shall prepay  $11,428,572  principal
  amount of the Senior Notes, or such lesser amount as would constitute payment in
  full on the Senior Notes,  with the remaining  principal  payable at maturity on
  May 15, 2010 (the "Required  Prepayments").  Each such Required Prepayment shall
  be at a price of 100% of the principal  amount  prepaid,  together with interest
  accrued thereon to the date of prepayment.
  
       Upon notice as provided  in the Note  Agreement,  the Company may prepay at
  any time all, or from time to time any part of, the Senior  Notes,  in an amount
  not less than $2,000,000 (the "Optional Prepayments").  Each Optional Prepayment
  shall be at a price of (i) 100% of the  principal  amount  to be  prepaid,  plus
  interest  accrued thereon to the date of prepayment,  and the Make-Whole  Amount
  (as  defined in the Note  Agreement)  determined  for the  prepayment  date with
  respect to such principal  amount.  Any Optional  Prepayment of less than all of
  the Senior Notes outstanding shall be allocated among all
  of the  Senior  Notes  at the time  outstanding  in  proportion,  as  nearly  as
  practicable,  to the respective unpaid principal amounts thereof not theretofore
  called for prepayment.
  
       Prepayment  of the  Senior  Notes  also may be  required  in the event of a
  Change of Control or Management  Buyout (each as defined in the Note Agreement),
  at a price of (i) 100% of the principal amount of the Senior Notes to be prepaid
  plus the Make-Whole Amount,  together with accrued interest thereon (in the case
  of a Change of Control) or (ii) 100% of the principal amount of the Senior Notes
  to be  prepaid,  together  with  accrued  interest  thereon  (in  the  case of a
  Management Buyout).
  
       In the Note  Agreement,  the  Company  makes  certain  representations  and
  warranties to the Purchasers and, while any of the Senior Notes are outstanding,
  agrees to comply with  certain  affirmative  covenants  addressing,  among other
  matters,  the  maintenance  of corporate  existence,  insurance,  properties and
  records and the provision of certain  financial  information  and reports to the
  Purchasers.  The Company also agrees to be bound by certain  negative  covenants
  while the Senior Notes are outstanding addressing,  among other matters, the net
  worth,  indebtedness  and fixed charge ratio to be  maintained  while the Senior
  Notes are  outstanding,  additional  Liens (as  defined in the Note  Agreement),
  mergers or consolidations,  and sale of assets.  Upon the occurrence of an Event
  of Default (which,  as more fully defined in the Note Agreement,  would include,
  among other  matters,  nonpayment  of the principal of or interest on the Senior
  Notes when due or a breach of any of the foregoing  covenants),  the  Purchasers
  may declare the entire principal  amount of the Senior Notes,  together with the
  Make-Whole Amount described in the Note Agreement and all accrued  interest,  to
  be immediately due and payable.
  
       Attached  hereto as Exhibit 4.7 and  incorporated  herein by reference is a
  copy of the Note  Agreement  between  the Company  and the  Purchasers,  and the
  Schedules and Exhibits thereto. The foregoing description of the Senior Notes is
  qualified in its entirety by  reference  to the Note  Agreement  and the form of
  Senior Note described therein.
  
       Separately,  acting  at a  special  meeting  on May 2,  2000,  the Board of
  Directors of the Company  approved  several officer  changes, and elected the
  following persons to the indicated offices:
  
            Robert  Myers -  Senior  Vice  President
            Terry  Handley  - Vice President, Store Operations
            Cleo Kuhns - Vice President, Store Development
            Jamie Shaffer - Vice President and Chief  Financial Officer
            Brad Heyer - Vice President,  Informations Systems
            Hal Brown - Vice President, Support Services
  ITEM 7.           EXHIBITS.
  
  4.7               Note  Purchase  Agreement,  dated  as of  May 1,  2000,  among
                    Casey's  General  Stores,  Inc.  and New York  Life  Insurance
                    Company,  New York Life  Insurance  and  Annuity  Corporation,
                    Allstate  Life  Insurance   Company  of  New  York,   Columbia
                    Universal  Life  Insurance  Company,  American  Heritage  Life
                    Insurance   Company,    Allstate   Life   Insurance   Company,
                    Connecticut  General Life  Insurance  Company,  Life Insurance
                    Company of North  America,  American  Investors Life Insurance
                    Company,  Knights of  Columbus,  Modern  Woodmen  of  America,
                    Acacia Life  Insurance  Company and Berkshire  Life  Insurance
                    Company.
  SIGNATURE
  
       Pursuant to the  requirements of Section 12 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: May 22, 2000              By:      /s/ John G. Harmon
                                           ------------------------
                                           John G. Harmon
                                           Secretary/Treasurer
  EXHIBITS
  
  Exhibit        Description                                             Page
  ---------      -----------                                             ----
  
  4.7            Note Purchase Agreement dated as of
                 May 1, 2000 between Casey's General
                 Stores, Inc. and  New York Life Insurance
                 Company, New York Life Insurance and Annuity
                 Corporation, Allstate Life Insurance Company of
                 New York, Columbia Universal Life Insurance
                 Company, American Heritage Life Insurance
                 Company, Allstate Life Insurance Company,
                 Connecticut General Life Insurance Company,
                 Life Insurance Company of North America,
                 American Investors Life Insurance Company,
                 Knights of Columbus, Modern Woodmen of
                 America, Acacia Life Insurance Company and
                 Berkshire Life Insurance Company