SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A12G/A AMENDMENT NO. 5 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered NONE ------------------------------ -------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: COMMON SHARE PURCHASE RIGHTS (Title of Class) Item 2. EXHIBITS. 4. Third Amendment to Rights Agreement, dated as of May 5, 1999 between Casey's General Stores, Inc. and UMB Bank, n.a. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CASEY'S GENERAL STORES, INC. Date: May 6, 1999 By: /s/ Ronald M. Lamb ------------------- Ronald M. Lamb Chief Executive Officer and President EXHIBITS Exhibit Description Page - ------- ----------- ---- 4 Third Amendment to Rights Agreement, 5 dated as of May 5, 1999 between Casey's General Stores, Inc. and UMB Bank, n.a.