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): December 18, 1997
  
                           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 December 18, 1997,  Casey's General Stores,  Inc. (the "Company") issued
  $18,000,000 in aggregate principal amount of 6.55% Senior Notes due December 18,
  2003 (the "Senior Notes"), pursuant to the terms of a Note Agreement dated as of
  December 1, 1997 (the "Note  Agreement")  by and among the Company and Principal
  Mutual Life Insurance Company,  Nippon Life Insurance Company of America and TMG
  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
  certain  outstanding  Company  indebtedness  and the  acquisition  of additional
  computer equipment for Company operations.
  
       The Senior  Notes  bear  interest  at the rate of 6.55% per annum  prior to
  maturity,  payable quarterly on the eighteenth day of March, June, September and
  December of each year,  commencing  March 18, 1998,  and at  maturity,  and bear
  interest  on overdue  principal  (including  any  overdue  required  or optional
  prepayment),  premium,  if any, and (to the extent legally  enforceable)  on any
  overdue installment of interest at the rate of 8.55% per annum. The Senior Notes
  mature on December 18, 2003.
  
       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,  the Company shall prepay and there shall become
  due and payable on the  eighteenth  day of December in each year,  prepayment of
  the principal  amount of the Senior Notes in the amount of  $3,600,000,  or such
  lesser  amount  as  would  constitute  payment  in  full  on the  Senior  Notes,
  commencing December 18, 1999 and ending December 18, 2002,  inclusive,  with the
  remaining  principal  payable at maturity on  December  18, 2003 (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 at any time
  prepay the Senior  Notes,  in whole or in part, at any time, in an amount of not
  less than $1,000,000 or in integral multiples of $100,000 in excess thereof (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, if the Reinvestment Yield (as defined in the Note Agreement)
  on the applicable Determination Date (as defined in the Note Agreement),  equals
  or exceeds the interest  rate payable on or in respect of the Senior  Notes,  or
  (ii) 100% of the principal  amount to be prepaid,  plus interest accrued thereon
  to the date of prepayment,  plus a premium,  if the  Reinvestment  Yield on such
  Determination  Date is less than the interest rate payable on or in respect of
  <PAGE>
  the Senior Notes. The premium shall equal (X) the aggregate present value of the
  amount  of  principal  being  prepaid  and the  present  value of the  amount of
  interest  (exclusive of interest accrued to the date of prepayment)  which would
  have  been  payable  in  respect  of  such  principal  absent  such  prepayment,
  determined by discounting each such amount utilizing an interest factor equal to
  the  Reinvestment  Yield,  less (Y) the  principal  amount  to be  prepaid.  Any
  Optional  Prepayment of less than all of the Senior Notes  outstanding  shall be
  applied to reduce,  pro rata,  each of the  Required  Prepayments  and the final
  payment at maturity.payment at maturity.
  
       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,  sale of assets and restricted investments.  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 or a breach of any of the foregoing covenants), the
  Purchasers may declare the entire principal amount of the Senior Notes, together
  with the premium described in the Note Agreement and all accrued interest, to be
  immediately due and payable.
  
       Attached  hereto as Exhibit 4.5 and  incorporated  herein by reference is a
  copy of the Note  Agreement  between  the Company  and the  Purchasers,  and the
  Annexes and Exhibits  thereto,  as follows:  Annex I - Subsidiaries;  Annex II -
  Existing Indebtedness of the Company; Annex III - Description of Liens; Annex IV
  - Schedule of Insurance;  Annex V - Iowa Franchise Law  Disclosure;  Exhibit A -
  Form of 6.55% Senior Note; and Exhibit B - Statement  Regarding  Legal Opinions.
  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 December 22, 1997, the Board of
  Directors  of the Company  declared a  two-for-one  stock split in the form of a
  100% stock dividend for  shareholders  of record on February 2, 1998. The shares
  being issued as a result of the stock split will be distributed,  along with the
  previously-authorized  cash dividend of 3 cents per pre-split share, on February
  16, 1998.
  
  <PAGE>
  Item 7.           EXHIBITS.
  
  4.5               Note Agreement, dated as of December 1, 1997, among Casey's
       General Stores, Inc. and Principal Mutual Life Insurance Company, Nippon
       Life Insurance Company of America and TMG 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: January 7, 1998                       By: /s/ Douglas K. Shull
                                                 ---------------------------
                                                 Douglas K. Shull
                                                 Treasurer and Chief Financial
                                                 Officer
  
  
  
  <PAGE>
                                     EXHIBITS
  
  
  EXHIBIT            DESCRIPTION                                          PAGE
  
  4.5                Note Agreement dated as of December 1, 1997          7
                     between Casey's General Stores, Inc. and
                     Principal Mutual Life Insurance Company,
                     Nippon Life Insurance Company of America
                     and TMG Life Insurance Company
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K FILING (SENIOR NOTES/STOCK SPLIT)", "secsgml_size_bytes": 8601}]
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": "98502889"}, "business-address": {"street1": "ONE CONVENIENCE BLVD", "city": "ANKENY", "state": "IA", "zip": "50021", "phone": "5159656100"}}
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): December 18, 1997
  
                           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 December 18, 1997,  Casey's General Stores,  Inc. (the "Company") issued
  $18,000,000 in aggregate principal amount of 6.55% Senior Notes due December 18,
  2003 (the "Senior Notes"), pursuant to the terms of a Note Agreement dated as of
  December 1, 1997 (the "Note  Agreement")  by and among the Company and Principal
  Mutual Life Insurance Company,  Nippon Life Insurance Company of America and TMG
  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
  certain  outstanding  Company  indebtedness  and the  acquisition  of additional
  computer equipment for Company operations.
  
       The Senior  Notes  bear  interest  at the rate of 6.55% per annum  prior to
  maturity,  payable quarterly on the eighteenth day of March, June, September and
  December of each year,  commencing  March 18, 1998,  and at  maturity,  and bear
  interest  on overdue  principal  (including  any  overdue  required  or optional
  prepayment),  premium,  if any, and (to the extent legally  enforceable)  on any
  overdue installment of interest at the rate of 8.55% per annum. The Senior Notes
  mature on December 18, 2003.
  
       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,  the Company shall prepay and there shall become
  due and payable on the  eighteenth  day of December in each year,  prepayment of
  the principal  amount of the Senior Notes in the amount of  $3,600,000,  or such
  lesser  amount  as  would  constitute  payment  in  full  on the  Senior  Notes,
  commencing December 18, 1999 and ending December 18, 2002,  inclusive,  with the
  remaining  principal  payable at maturity on  December  18, 2003 (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 at any time
  prepay the Senior  Notes,  in whole or in part, at any time, in an amount of not
  less than $1,000,000 or in integral multiples of $100,000 in excess thereof (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, if the Reinvestment Yield (as defined in the Note Agreement)
  on the applicable Determination Date (as defined in the Note Agreement),  equals
  or exceeds the interest  rate payable on or in respect of the Senior  Notes,  or
  (ii) 100% of the principal  amount to be prepaid,  plus interest accrued thereon
  to the date of prepayment,  plus a premium,  if the  Reinvestment  Yield on such
  Determination  Date is less than the interest rate payable on or in respect of
  the Senior Notes. The premium shall equal (X) the aggregate present value of the
  amount  of  principal  being  prepaid  and the  present  value of the  amount of
  interest  (exclusive of interest accrued to the date of prepayment)  which would
  have  been  payable  in  respect  of  such  principal  absent  such  prepayment,
  determined by discounting each such amount utilizing an interest factor equal to
  the  Reinvestment  Yield,  less (Y) the  principal  amount  to be  prepaid.  Any
  Optional  Prepayment of less than all of the Senior Notes  outstanding  shall be
  applied to reduce,  pro rata,  each of the  Required  Prepayments  and the final
  payment at maturity.payment at maturity.
  
       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,  sale of assets and restricted investments.  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 or a breach of any of the foregoing covenants), the
  Purchasers may declare the entire principal amount of the Senior Notes, together
  with the premium described in the Note Agreement and all accrued interest, to be
  immediately due and payable.
  
       Attached  hereto as Exhibit 4.5 and  incorporated  herein by reference is a
  copy of the Note  Agreement  between  the Company  and the  Purchasers,  and the
  Annexes and Exhibits  thereto,  as follows:  Annex I - Subsidiaries;  Annex II -
  Existing Indebtedness of the Company; Annex III - Description of Liens; Annex IV
  - Schedule of Insurance;  Annex V - Iowa Franchise Law  Disclosure;  Exhibit A -
  Form of 6.55% Senior Note; and Exhibit B - Statement  Regarding  Legal Opinions.
  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 December 22, 1997, the Board of
  Directors  of the Company  declared a  two-for-one  stock split in the form of a
  100% stock dividend for  shareholders  of record on February 2, 1998. The shares
  being issued as a result of the stock split will be distributed,  along with the
  previously-authorized  cash dividend of 3 cents per pre-split share, on February
  16, 1998.
  Item 7.           EXHIBITS.
  
  4.5               Note Agreement, dated as of December 1, 1997, among Casey's
       General Stores, Inc. and Principal Mutual Life Insurance Company, Nippon
       Life Insurance Company of America and TMG 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: January 7, 1998                       By: /s/ Douglas K. Shull
                                                 ---------------------------
                                                 Douglas K. Shull
                                                 Treasurer and Chief Financial
                                                 Officer
  EXHIBITS
  
  EXHIBIT            DESCRIPTION                                          PAGE
  
  4.5                Note Agreement dated as of December 1, 1997          7
                     between Casey's General Stores, Inc. and
                     Principal Mutual Life Insurance Company,
                     Nippon Life Insurance Company of America
                     and TMG Life Insurance Company