[letterhead of Casey's General Stores, Inc.]
OFFICERS' CERTIFICATE
Pursuant to Section 12 of the Rights Agreement dated as of June 14, 1989,
as amended by the First Amendment to Rights Agreement dated as of September 4,
1990 and the Second Amendment to Rights Agreement dated as of March 29, 1994
(together, the "Rights Agreement") between Casey's General Stores, Inc. (the
"Company") and United Missouri Bank of Kansas City, N.A. (now known as UMB Bank,
n.a.), as Rights Agent (the "Rights Agent"), the undersigned, Xxxxxx X.
Xxxxxxxx, Chief Executive Officer of the Company and Xxxx X. Xxxxxx, Corporate
Secretary of the Company, hereby certify that the Board of Directors of the
Company, by resolution duly adopted on December 22, 1997, has declared and
authorized a two-for-one stock split in the form of a 100% stock dividend (the
"Stock Dividend") for each share of Common Stock of the Company held by
shareholders of record on February 2, 1998 (the "Record Date"). As a result of
the Stock Dividend, and in accordance with Section 11(a)(i) of the Rights
Agreement, the Purchase Price (as defined in the Rights Agreement) in effect at
the time of the Record Date, and the number of shares of Common Stock issuable
on such date, is being proportionately adjusted (in the case of the Purchase
Price, from the existing Purchase Price of $55 per share to $27.50 per share) so
that the holder of any Right (as defined in the Rights Agreement) exercised
after such time shall be entitled to receive the aggregate number of shares of
Common Stock which, if such Right had been exercised immediately prior to such
date and at a time when the Common Stock transfer books of the Company were
open, the holder would have owned upon such exercise and been entitled to
receive by virtue of such dividend.
Attached hereto is a copy of a Notice of Adjustment of Purchase Price (the
"Notice"), which Notice shall serve as the summary and the notice required under
Sections 12 and 25(a), respectively, of the Rights Agreement. This Notice is
being mailed by the Company to each holder of a Right Certificate (as defined in
the Rights Agreement) in accordance with Section 25 of the Rights Agreement,
such mailing being not less than 10 days before the Record Date.
WITNESS, the seal of the Company and the signatures of the undersigned this
13th day of January, 1998.
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxx, Chief Executive
Officer
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx, Corporate Secretary
(SEAL)
[letterhead of Xxxxx'x General Stores, Inc.]
NOTICE OF ADJUSTMENT OF PURCHASE PRICE
of
COMMON SHARE PURCHASE RIGHTS
NOTICE IS HEREBY GIVEN, pursuant to Sections 12 and 25(a) of the Rights
Agreement dated as of June 14, 1989, as amended by the First Amendment to Rights
Agreement dated as of September 4, 1990 and the Second Amendment to Rights
Agreement dated as of March 29, 1994 (together, the "Rights Agreement"), between
Xxxxx'x General Stores, Inc. (the "Company") and UMB Bank, n.a., as Rights
Agent, that the Board of Directors of the Company, by resolution duly adopted on
December 22, 1997, has declared and authorized a two-for-one stock split in the
form of a 100% stock dividend (the "Stock Dividend") for each share of the
Company's Common Stock (the "Common Stock") held by shareholders of record on
February 2, 1998 (the "Record Date"). As a result of the Stock Dividend, and in
accordance with Section 11(a)(i) of the Rights Agreement, the Purchase Price (as
defined in the Rights Agreement) in effect at the time of the Record Date, and
the number of shares of Common Stock issuable on such date, is being
proportionately adjusted (in the case of the Purchase Price, from the existing
Purchase Price of $55 per share to $27.50 per share) so that the holder of any
Right (as defined in the Rights Agreement) exercised after such time shall be
entitled to receive the aggregate number of shares of Common Stock which, if
such Right had been exercised immediately prior to such date and at a time when
the Common Stock transfer books of the Company were open, the holder would have
owned upon such exercise and been entitled to receive by virtue of such
dividend.
This Notice of Adjustment of Purchase Price shall serve as the summary and
the notice required under Sections 12 and 25(a), respectively, of the Rights
Agreement. Questions concerning the adjustment of the Purchase Price or the
payment of the Stock Dividend may be directed to the undersigned at the address
or telephone number noted above.
/s/ Xxxx X. Xxxxxx
------------------------
Dated: January 13, 1998 Xxxx X. Xxxxxx, Corporate Secretary
