8-K

UNITED STATES

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):

September 23, 2010

Casey’s General Stores, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34700
Iowa (State or other jurisdiction of incorporation)	42-0935283 (IRS Employer Identification No.)
One Convenience Blvd. P.O. Box 3001 Ankeny, IA 50021
(Address of principal executive offices, including zip code)
(515) 965-6100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.                      Other Events.

On September 23, 2010, Casey’s General Stores, Inc. issued a press release, distributed a communication to its employees and delivered a slide presentation at its Annual Meeting of Shareholders.   Copies of the press release, employee communication and slide presentation are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference into this Item 8.01.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press release issued by Casey’s General Stores, Inc., dated September 23, 2010.
99.2	Employee communication, dated September 23, 2010.
99.3	Slide presentation by Casey's General Stores, Inc., dated September 23, 2010.

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, hereunto duly authorized.

	CASEY'S GENERAL STORES, INC.
Date:  September 23, 2010	By:	/s/  Robert J. Myers
		Name:  Robert J. Myers
		Title:    President and Chief Executive Officer

Exhibit Index

The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press release issued by Casey’s General Stores, Inc., dated September 23, 2010.
99.2	Employee communication, dated September 23, 2010.
99.3	Slide presentation by Casey's General Stores, Inc., dated September 23, 2010.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact	Media Contact
Bill Walljasper	Sard Verbinnen & Co
Senior VP & Chief Financial Officer	Paul Caminiti/Andrew Cole/Brooke Gordon
515-965-6505	212-687-8080

Mark Harnett/Charlie Koons

MacKenzie Partners

212-929-5500

CASEY’S SHAREHOLDERS REELECT ALL CASEY’S BOARD NOMINEES

AT ANNUAL MEETING

ANKENY, IOWA – September 23, 2010 – Casey’s General Stores, Inc. (“Casey’s” or the “Company”) (NASDAQ: CASY) today announced that, based on a preliminary vote count provided by its proxy solicitor, shareholders have reelected by a wide margin all eight of the Company’s incumbent directors –Diane C. Bridgewater, Johnny Danos, H. Lynn Horak, Kenneth H. Haynie, William C. Kimball, Jeffrey M. Lamberti, Robert J. Myers and Richard A. Wilkey – to Casey’s Board of Directors at the Company’s Annual Meeting held earlier today.  Based on these preliminary results, the Alimentation Couche-Tard Inc. (“Couche-Tard”) (TSX: ATD.A, ATD.B) director nominees received less than 10% of shares voted.   These preliminary results also indicate that shareholders have rejected Couche-Tard’s by-law proposal.

Robert J. Myers, Casey’s President and Chief Executive Officer, said, “On behalf of Casey’s Board and management team, I would like to thank the Company’s shareholders for their overwhelming support.  We appreciate the confidence that Casey’s shareholders have placed in all of us, and we look forward to continuing to serve on their behalf.”

Final results of the voting at the annual meeting, which are expected shortly, will be announced once they are certified by IVS Associates, the inspector of election.

Goldman, Sachs & Co. is acting as financial advisor to Casey’s, and Cravath, Swaine & Moore LLP and Ahlers & Cooney, PC are providing legal advice. MacKenzie Partners, Inc. is acting as Casey’s proxy solicitor.

Important Information

In response to the tender offer commenced by Alimentation Couche-Tard Inc. (“Couche-Tard”), Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”).  Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and, when they become available, any other relevant documents filed with the SEC, because they contain important information.  Investors and security holders may obtain a free copy of the solicitation/recommendation statement with respect to the tender offer and other documents (when available) that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the solicitation/recommendation statement with respect to the tender offer and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.

Forward-Looking Statements

This communication 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 our expectations or beliefs concerning future events that may not prove to be accurate.  The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements.  We caution you 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 the risk that our cash balances and cash generated from op erations and financing activities will not be sufficient for our future liquidity and capital resource needs, competition in the industry in which we operate, changes in the price or supply of gasoline, tax increases or other changes in the price of or demand for tobacco products, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, weather conditions, future actions by Couche-Tard in connection with its unsolicited tender offer to acquire Casey’s, the risk that disruptions or uncertainty from Couche-Tard’s unsolicited tender offer will divert management’s time and harm Casey’s relationships with our customers, employees and suppliers; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self tender offer; the price at which we purchased shares of our common stock in our self tender offer and the number of shares purchased in such offer; the price and time at which we may make any additional repurchases of our common stock following completion of our self tender offer as well as the number of shares acquired in such repurchases and the terms, timing, cost and interest rate on any indebtedness incurred to fund such repurchases; and the other risks and uncertainties included from time to time in our filings with the SEC.  Further, there can be no assurance that a transaction with 7-Eleven, Inc. (“7-Eleven”) will be reached on terms that the Casey’s Board of Directors (the “Board”) will determine are in the best interests of Casey’s, its shareholders and its other constituencies.  Moreover, even if the Board were to approve a transaction with 7-Eleven, there can be no assurance that the approved transaction will be consummated.  We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations.   We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

# # #

EX-99.2

Exhibit 99.2

EMPLOYEE EMAIL

September 23, 2010

Dear colleagues,

Today Casey’s announced that, based on a preliminary vote count provided by our proxy solicitor, shareholders have reelected by a wide margin all eight of the Company’s incumbent directors at our Annual Meeting. Based on these preliminary results, the Couche-Tard director nominees received less than 10% of shares voted. This is a testament to Casey’s exceptional track record under the current Board’s leadership, and an affirmation that we have the right team at Casey’s.

We appreciate the overwhelming support and confidence placed in all of us. Casey’s is proud of its longstanding reputation of excellence, and on behalf of the Board of Directors and our management team, I want to thank you again for your continued dedication to Casey’s.

If you receive any inquiries from the media or any other outside parties, please refer them to Bill Walljasper at (515) 965-6505. Additionally, if you have a personal question, please contact a member of executive management: Terry Handley, Bill Walljasper, Sam Billmeyer or Julie Jackowski as appropriate.

Best regards,

Robert Myers

Important Information

In response to the tender offer commenced by Alimentation Couche-Tard Inc. (“Couche-Tard”), Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”).  Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and, when they become available, any other relevant documents filed with the SEC, because they contain important information.  Investors and security holders may obtain a free copy of the solicitation/recommendation statement with respect to the tender offer and other documents (when available) that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the solicitation/recommendation statement with respect to the tender offer and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.

Forward-Looking Statements

This communication 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 our expectations or beliefs concerning future events that may not prove to be accurate.  The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements.  We caution you 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 the risk that our cash balances and cash generated from ope rations and financing activities will not be sufficient for our future liquidity and capital resource needs, competition in the industry in which we operate, changes in the price or supply of gasoline, tax increases or other changes in the price of or demand for tobacco products, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, weather conditions, future actions by Couche-Tard in connection with its unsolicited tender offer to acquire Casey’s, the risk that disruptions or uncertainty from Couche-Tard’s unsolicited tender offer will divert management’s time and harm Casey’s relationships with our customers, employees and suppliers; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self tender offer; the price at which we purchased shares of our common stock in our self tender offer and the number of shares purchased in such offer; the p rice and time at which we may make any additional repurchases of our common stock following completion of our self tender offer as well as the number of shares acquired in such repurchases and the terms, timing, cost and interest rate on any indebtedness incurred to fund such repurchases; and the other risks and uncertainties included from time to time in our filings with the SEC.  Further, there can be no assurance that a transaction with 7-Eleven, Inc. (“7-Eleven”) will be reached on terms that the Casey’s Board of Directors (the “Board”) will determine are in the best interests of Casey’s, its shareholders and its other constituencies.  Moreover, even if the Board were to approve a transaction with 7-Eleven, there can be no assurance that the approved transaction will be consummated.  We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations.& #160; We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

EX-99.3

Exhibit 99.3

Annual Shareholders
Meeting
Casey’s General Stores, Inc.
Fiscal Year Ended
April 30, 2010

Fiscal 2010 Goals

¨Increase same-store gas gallons 2% with a margin
of 11¢

¨Increase same-store grocery & other merchandise
sales 8.9% with a margin of 33.9%

¨Increase same-store prepared food & fountain
sales 7.5% with a margin of 62%

¨Increase total number of stores 4%

Fiscal 2011Goals

¨Increase same-store gallons 1% with an average
margin of 13.5¢

¨Increase same-store grocery & other merchandise
sales 6% with an average margin of 33.9%

¨Increase same-store prepared food & fountain
sales 8% with an average margin of 63.1%

¨Increase total number of stores 4 to 6%

Total Number of Stores

	FY2008	FY2009	FY2010
Corporate	1,454	1,478	1,531

Store Growth

	FY2008	FY2009	FY2010
Acquisitions	12	16	37
New store construction	0	16	18

2011 goal is 4 - 6% unit growth.

Gasoline

	FY2009	FY2010
Gallons sold	1.24 b	1.28 b
Margin	12.9¢	13.9¢
Gross profit	$160 mm	$178 mm

Q1 F2011 Gasoline

Same Store Gallons	Gallons Sold	Margin	Gross Profit
1.5%	359 mm	16.4¢	$59 mm

Inside Sales & Gross Profit

	FY10 Sales	FY10 Gross Profit
G & O M	$1,074 mm	$360 mm
P F & F	$366 mm	$234 mm
Total	$1,440 mm	$594 mm
Annual % gain	6.9%	8.8%

Grocery & Other Merchandise

	FY2009	FY2010
Sales	$1,010 mm	$1,074 mm
Margin	33.7%	33.6%
Gross profit	$340 mm	$360 mm

Q1 F2011 Grocery &
Other Merchandise

Same Store Sales	Sales	Margin	Gross Profit
2.0%	$317 mm	32.8%	$104 mm

Prepared Food & Fountain

	FY2009	FY2010
Sales	$336 mm	$366 mm
Margin	61.4%	63.8%
Gross profit	$206 mm	$234 mm

Q1 F2011 Prepared
Food & Fountain

Same Store Sales	Sales	Margin	Gross Profit
2.4%	$102 mm	63.8%	$65 mm

Fiscal 2010 Balance Sheet

Cash & cash equivalents	$152 mm
Long-term debt	$155 mm
Shareholders’ equity	$824 mm

Fiscal 2011
Capital Expenditure Budget

New Stores & Acquisitions	$	108 mm
Replacements	$	37 mm
Maintenance & Remodels	$	26 mm
Transportation & Information Systems	$	18 mm
Total	$	189 mm

Stock Price Performance

Important Information

In response to the tender offer commenced by Alimentation Couche-Tard Inc. (“Couche-Tard”), Casey’s General Stores, Inc. (“Casey’s”) has filed a solicitation/recommendation statement with the Securities and Exchange Commission (the “SEC”).  Investors and security holders are urged to read the solicitation/recommendation statement with respect to the tender offer and, when they become available, any other relevant documents filed with the SEC, because they contain important information.  Investors and security holders may obtain a free copy of the solicitation/recommendation statement with respect to the tender offer and other documents (when available) that Casey’s files with the SEC at the SEC’s website at www.sec.gov and Casey’s website at www.caseys.com. In addition, the solicitation/recommendation statement with respect to the tender offer and other documents (when available) filed by Casey’s with the SEC may be obtained from Casey’s free of charge by directing a request to Casey’s General Stores, Inc., Attn: Investor Relations, Casey’s General Stores, Inc., One Convenience Blvd., P.O. Box 3001, Ankeny, Iowa 50021-8045.

Forward-Looking Statements

This communication 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 our expectations or beliefs concerning future events that may not prove to be accurate.  The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements.  We caution you 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 the risk that our cash balances and cash generated from op erations and financing activities will not be sufficient for our future liquidity and capital resource needs, competition in the industry in which we operate, changes in the price or supply of gasoline, tax increases or other changes in the price of or demand for tobacco products, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, weather conditions, future actions by Couche-Tard in connection with its unsolicited tender offer to acquire Casey’s, the risk that disruptions or uncertainty from Couche-Tard’s unsolicited tender offer will divert management’s time and harm Casey’s relationships with our customers, employees and suppliers; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self tender offer; the price at which we purchased shares of our common stock in our self tender offer and the number of shares purchased in such offer; the price and time at which we may make any additional repurchases of our common stock following completion of our self tender offer as well as the number of shares acquired in such repurchases and the terms, timing, cost and interest rate on any indebtedness incurred to fund such repurchases; and the other risks and uncertainties included from time to time in our filings with the SEC.  Further, there can be no assurance that a transaction with 7-Eleven, Inc. (“7-Eleven”) will be reached on terms that the Casey’s Board of Directors (the “Board”) will determine are in the best interests of Casey’s, its shareholders and its other constituencies.  Moreover, even if the Board were to approve a transaction with 7-Eleven, there can be no assurance that the approved transaction will be consummated.  We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations.   We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates.  We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.