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):

November 3, 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 November 3, 2010, Casey’s General Stores, Inc. issued a press release in respect of the termination of discussions regarding a potential transaction with 7-Eleven, Inc.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01.          Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press release in respect of the termination of discussions regarding a potential transaction with 7-Eleven, Inc. issued by Casey’s General Stores, Inc., dated November 3, 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:  November 3, 2010	By:	/s/ William J. Walljasper
		Name: William J. Walljasper
		Title:   Senior Vice President and Chief Financial Officer

Exhibit Index

The following exhibit is filed herewith:

Exhibit No.	Description
99.1	Press release in respect of the termination of discussions regarding a potential transaction with 7-Eleven, Inc. issued by Casey’s General Stores, Inc., dated November 3, 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

DISCUSSIONS BETWEEN CASEY’S AND 7-ELEVEN         

REGARDING POTENTIAL TRANSACTION TERMINATE

ANKENY, IOWA – November 3, 2010 – Casey’s General Stores, Inc. (“Casey’s”) (NASDAQ: CASY) today announced that following discussions with 7-Eleven, Inc. (“7-Eleven”) regarding a potential transaction, Casey’s received a revised proposal from 7-Eleven of $43.00 per common share in cash.  The Casey’s Board of Directors, in consultation with its financial and other advisors, carefully considered the revised proposal and unanimously determined that the revised proposal does not reflect the value of Casey’s and its significant growth opportunities, and is not in the best interests of Casey’s, its shareholders, and other constituencies.  Given that Casey’s and 7-Eleven have been unable to rea ch mutually agreeable terms, the companies are no longer in discussions.

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

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; and the other risks and uncertainties included from time to time in our filings with the SEC.  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 otherw ise.

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