<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CASH AMERICA INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
To Our Shareholders:
The Annual Meeting of Shareholders of Cash America International, Inc. (the
"Company") will be held at the Fort Worth Club, 12th Floor, Fort Worth Club
Building, 306 West 7th Street, Fort Worth, Texas on Wednesday, April 26, 1995 at
10:00 a.m., Fort Worth Time, for the following purposes:
(1) To elect ten (10) persons to serve as directors of the Company to
hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified.
(2) To ratify the appointment of Coopers & Lybrand as the Company's
independent auditors for the year 1995.
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of the Common Stock of the Company at the close of
business on March 8, 1995 are entitled to notice of and to vote at the Annual
Meeting. The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding Common Stock entitled to vote at the meeting is
required for a quorum to transact business. The stock transfer books will not be
closed.
Management sincerely desires your presence at the meeting. However, so that
we may be sure that your shares are represented and voted in accordance with
your wishes, please sign and date the enclosed proxy and return it promptly in
the enclosed stamped envelope. If you attend the meeting, you may revoke your
proxy and vote in person.
By Order of the Board of Directors,
HUGH A. SIMPSON
Secretary
Fort Worth, Texas
March 27, 1995
<PAGE> 3
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
(PRINCIPAL EXECUTIVE OFFICES)
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
SOLICITATION OF PROXIES
The proxy statement and accompanying proxy are furnished in connection with
the solicitation by the Board of Directors of Cash America International, Inc.,
a Texas corporation (the "Company"), of proxies to be voted at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the Fort Worth Club
located on the 12th Floor of the Fort Worth Club Building, 306 West 7th Street,
Fort Worth, Texas on Wednesday, April 26, 1995 at 10:00 a.m., Fort Worth Time
and at any recess or adjournment thereof. The solicitation will be by mail, and
this Proxy Statement and the accompanying form of proxy will be mailed to
shareholders on or about March 27, 1995.
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by giving written notice of revocation
to the Secretary of the Company at its principal executive offices or by
executing and delivering a later-dated proxy or by attending the Annual Meeting
and voting his or her shares in person. However, no such revocation shall be
effective until such notice has been received by the Company at or before the
Annual Meeting. Such revocation will not affect a vote on any matters taken
prior to receipt of such revocation. Mere attendance at the Annual Meeting will
not of itself revoke the proxy.
The expense of such solicitation will be borne by the Company and will
include reimbursement paid to brokerage firms and other custodians, nominees and
fiduciaries for their expenses in forwarding solicitation material regarding the
meeting to beneficial owners. The Company has retained Kissel-Blake Inc. to
assist in the solicitation of proxies from shareholders, and will pay such firm
a fee for its services of approximately $4,000.00. Further solicitation of
proxies may be made by telephone, telegraph or oral communication following the
original solicitation by directors, officers and regular employees of the
Company or by its transfer agent who will not be additionally compensated
therefor, but will be reimbursed by the Company for out-of-pocket expenses.
A copy of the Annual Report to Shareholders of the Company for its fiscal
year ended December 31, 1994 is being mailed with this Proxy Statement to all
shareholders entitled to vote, but does not form any part of the information for
solicitation of proxies.
VOTING SECURITIES OUTSTANDING; QUORUM
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on March 8, 1995
(the "Record Date"). At the close of business on March 8, 1995, there were
28,577,575 shares of Common Stock, par value $.10 per share, issued and
outstanding, each of which is entitled to one vote on all matters properly
brought before the meeting. There are no cumulative voting rights. The presence
in person or by proxy of the holders of a majority of the issued and outstanding
shares of Common Stock on the Record Date is necessary to constitute a quorum at
the Annual Meeting. Assuming the presence of a quorum, the affirmative vote of a
majority of the shares of Common Stock present, or represented by proxy, and
entitled to vote at the Annual Meeting is necessary for the election of
directors and for ratification of the appointment of independent auditors.
Shares voted for a proposal and shares represented by returned proxies that do
not contain instructions to vote against a proposal
<PAGE> 4
or to abstain from voting will be counted as shares cast for the proposal.
Shares will be counted as cast against the proposal if the shares are voted
either against the proposal or to abstain from voting. Broker non-votes will not
change the number of votes for or against the proposal and will not be treated
as shares entitled to vote.
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, the shareholders of the Company will consider and
vote on the following matters:
(1) The election of ten (10) persons to serve as directors of the
Company to hold office until the next annual meeting of shareholders or
until their successors are duly elected and qualified.
(2) Ratification of the appointment of Coopers & Lybrand as the
Company's independent auditors for the year 1995.
(3) Such other business as may properly come before the Annual Meeting
or any adjournments thereof.
ELECTION OF DIRECTORS
The Company's Board of Directors for the ensuing year will consist of ten
(10) members who are to be elected for a term expiring at the next annual
meeting of shareholders or until their successors shall be elected and shall
have qualified. The following slate of ten nominees has been chosen by the Board
of Directors and the Board recommends that each be elected. Unless otherwise
indicated in the enclosed form of Proxy, the persons named in such proxy intend
to nominate and vote for the election of the following nominees for the office
of director. All of such nominees are presently serving as directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
- ------------------------------ ----------------------------------------------------- --------
<S> <C> <C>
Jack Daugherty Chairman of the Board and Chief Executive Officer of 1983
(47)(a) the Company since its inception. Mr. Daugherty has
owned and operated pawnshops since 1971.
Morton A. Cohn Mr. Cohn has owned and served as President of Morton 1985
(54) Cohn Investments (a private investment firm) since
1970.
A. R. Dike Mr. Dike has owned and served as Chairman of the 1988
(59)(b) Board and Chief Executive Officer of The Dike Co.,
Inc. (a private insurance agency) for the past twenty
years. He was Chairman and Chief Executive Officer of
The Insurance Alliance, Inc. from January 1988 to
September 1991 and has been Chairman of Willis
Corroon Corporation of Texas since September 1991.
Daniel R. Feehan President and Chief Operating Officer of the Company 1984
(44)(a)(e) since January 1990.
James H. Greer President of Shelton W. Greer Co., Inc. (engineering, 1987
(68)(a)(d) manufacturing, fabrication and installation of
building specialty products) for more than five
years.
B. D. Hunter Mr. Hunter is founder and Chairman of the Board and 1984
(65)(b)(d) Chief Executive Officer of Huntco, Inc. (a holding
company with interests in steel fabrication,
manufacturing, nursing homes, radio broadcasting and
farming).
Clifton H. Morris, Jr. Chairman of the Board and Chief Executive Officer of 1984
(59)(a)(c)(d)(e) AmeriCredit Corp. (a publicly held company engaged in
the financing of used cars) since July 1988.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
- ------------------------------ ----------------------------------------------------- --------
<S> <C> <C>
Carl P. Motheral Mr. Motheral has served over twenty-five years as 1983
(68)(a)(c) President and Chief Executive Officer and also
Director of Motheral Printing Company (a commercial
printing company).
Samuel W. Rizzo Executive Vice President and Chief Financial Officer 1984
(59)(a)(c)(e) of Service Corporation International ("SCI"), a
publicly held company that owns and operates funeral
homes and related businesses, since February 1990
and, prior to that, Executive Assistant to the
Chairman of the Board of SCI since November 1987.
R. L. Waltrip Chairman of the Board of Directors and Chief 1984
(64)(a)(b)(e) Executive Officer of SCI since 1962.
</TABLE>
- ---------------
(a) Member of Executive Committee.
(b) Member of Executive Compensation Committee.
(c) Member of Audit Committee.
(d) Member of Stock Option Committee.
(e) Member of Finance Committee.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company. Should any of them become unavailable for nomination or election
or refuse to be nominated or accept election as a director of the Company then
the persons named in the enclosed form of proxy intend to vote such shares
represented in such proxy for the election of such other person or persons as
may be nominated or designated by the Board of Directors.
Certain nominees for director of the Company hold directorships in
companies with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934. Mr. Hunter is a director of Mark Twain
Bancshares, Celebrity, Inc., and Huntco Inc. Messrs. Greer and Morris are
directors of AmeriCredit Corp. Messrs. Greer, Hunter, Morris, Rizzo and Waltrip
are directors of SCI. Messrs. Daugherty, Feehan and Rizzo are directors of
Hallmark Financial Services, Inc., which is engaged in the insurance business.
Messrs. Daugherty and Feehan are also directors of KBK Capital Corporation, a
company engaged in the factoring business. Messrs. Waltrip, Greer and Rizzo are
also directors of Tanknology Environmental, Inc., a company engaged in the
environmental services business, primarily testing underground storage tanks.
Also, Mr. Daugherty is a director of Dog World Inc., which sells a variety of
pet services and supplies.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the fiscal year ended
December 31, 1994. Standing committees of the Board include the Executive
Committee, Audit Committee, Executive Compensation Committee, Stock Option
Committee, and Finance Committee. The Company does not have a Nominating
Committee.
The Executive Committee's principal responsibilities include: (a) approval
of acquisitions, and (b) general review of the Company's financial condition and
results of operations, and (c) exercising other powers of the Board when the
Board is not in session. The Executive Committee held eight meetings during
fiscal 1994.
The Audit Committee's principal responsibilities consist of (a)
recommending the selection of independent accountants, (b) reviewing the scope
of the audit conducted by such auditors, as well as the audit itself, and (c)
reviewing the Company's internal audit activities and matters concerning
financial reporting, accounting and audit procedures, and policies generally.
The Audit Committee held four meetings during fiscal 1994.
3
<PAGE> 6
The Stock Option Committee has the general duty to review and approve
granting of stock options. The Stock Option committee administers the Company's
1987 Stock Option Plan (with Stock Appreciation Rights) and the 1989 Key
Employee Plan. The Stock Option Committee did not meet during fiscal year 1994.
The Finance Committee has the responsibility of reviewing and making
recommendations to the Board concerning (a) the Company's credit facilities and
permitted indebtedness, (b) the Company's capital needs and its opportunities in
the capital markets, and (c) other aspects of the Company's financial
strategies, policies and structure. The Finance Committee did not meet in 1994.
All directors attended 75% or more of the total number of meetings of the
Board and of committees on which they serve.
DIRECTORS' COMPENSATION
Directors each receive a retainer of $1,500 per quarter. In addition, Board
members receive $1,500 per quarterly Board meeting attended, Executive Committee
members receive $1,200 for each Executive Committee meeting attended, and all
other committee members receive $750 for each committee meeting attended.
During 1989, the Company adopted the 1989 Non-Employee Director Stock
Option Plan (the "Non-Employee Director Plan"), which provided for the grant to
the Company's non-employee directors of options to purchase the Company's $.10
par value Common Stock. The Non-Employee Director Plan was approved by the
Company's shareholders at the 1990 Annual Meeting. Effective October 25, 1989,
options were granted under the Non-Employee Director Plan in the following
amounts (after adjustment for stock splits in 1990 and 1992): 225,000 shares to
each non-employee director serving on the Executive Committee of the Board of
Directors (i.e., Messrs. Waltrip, Rizzo, Cohn, Motheral and Morris), 150,000
shares to each other non-employee director with at least each two years of
service on the Board of Directors as of the date of grant (i.e., Messrs. Hunter
and Greer), and 120,000 shares to each other non-employee director (i.e., Mr.
Dike). The exercise price for all shares underlying such options was the last
reported sale price of the Common Stock on the American Stock Exchange on the
day preceding the date of grant ($6.33 after adjustment for stock splits in 1990
and 1992). The options granted are for a term of 10 years from the date of
grant. The options may be exercised with respect to 40 per cent of the number of
shares subject to the options six months after the date of grant, and an
additional 10 per cent of the shares subject to the options shall be exercisable
as of the first, second, third, fourth, fifth and sixth anniversaries of the
date of grant, except that in the event of the death or termination of service
as a director by reason of disability, or in the event of a "change in control"
of the Company (as that term is defined in the Non-Employee Director Plan), the
options shall be immediately exercisable in full. An option holder may use
already-owned Common Stock as full or partial payment for the exercise of
options granted under the Non-Employee Director Plan. As a condition to
participation in the Non-Employee Director Plan, each director named above in
this paragraph entered into a Consultation Agreement with the Company dated as
of April 25, 1990. Under these Agreements, the non-employee directors have
agreed to serve the Company in an advisory and consultive capacity. They do not
receive any additional compensation under these Agreements, however.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company has only one outstanding class of equity securities, its Common
Stock, par value $.10 per share.
The following table sets forth certain information, as of the Record Date,
with respect to each person or entity who is known to the Company to be the
beneficial owner of more than five percent (5%) of the Company's Common Stock.
The information below was derived solely from filings made by such owners with
the Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------------ --------- --------
<S> <C> <C>
David L. Babson & Co., Inc.............................................. 1,954,400(1) 6.88%
One Memorial Drive
Cambridge, Massachusetts 02142
Shufro, Rose & Ehrman................................................... 1,484,850(2) 5.23%
745 Fifth Avenue
New York, New York 10151
</TABLE>
- ---------------
(1) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that David L. Babson & Co., Inc. has the voting power with
regard to 937,100 shares and the right to dispose of all 1,954,400 shares.
(2) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that Shufro, Rose & Ehrman has the voting power with regard
to 146,300 shares and the right to dispose of all 1,484,850 shares.
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of February 27, 1995, by its
directors, nominees for election as directors, named executive officers, and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1)(2) OF CLASS
---------------------------------------------------------- ----------------- --------
<S> <C> <C>
Jack Daugherty............................................ 801,875(3) 2.74%
Morton A. Cohn............................................ 381,298(4) 1.32%
A. R. Dike................................................ 114,000(5) .40%
Daniel R. Feehan.......................................... 386,983(6) 1.34%
James H. Greer............................................ 135,000(7) .47%
B. D. Hunter.............................................. 150,000(8) .52%
Clifton H. Morris, Jr..................................... 204,500(9) .71%
Carl P. Motheral.......................................... 421,565(10) 1.46%
Samuel W. Rizzo........................................... 284,210(11) .99%
R. L. Waltrip............................................. 230,778(12) .80%
Terry R. Kuntz............................................ 38,625(13) .13%
Gregory W. Trees.......................................... 17,715(14) *
Dale R. Westerfeld........................................ 45,535(15) .16%
All Directors and Executive Officers as a group (16
persons)................................................ 3,262,794(16) 10.49%
</TABLE>
- ---------------
* Indicates ownership of less than .1% of the Company's Common Stock.
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Unless otherwise indicated, each of the persons named has sole
voting and investment power with respect to the shares reported.
(2) Except for the percentages of certain parties that are based on presently
exercisable options which are indicated in the following footnotes to this
table, the percentages indicated are based on 28,577,575
5
<PAGE> 8
shares of Common Stock issued and outstanding on February 27, 1995. In the
case of parties holding presently exercisable options, the percentage
ownership is calculated on the assumption that the shares presently
purchasable or purchasable within the next sixty days underlying such
options are outstanding.
(3) This amount includes 736,375 shares subject to options that are exercisable
within the next sixty days.
(4) This amount includes 68,248 shares held in trust for Mr. Cohn's children
over which Mr. Cohn has voting power only in the form of an irrevocable
voting proxy. Mr. Cohn disclaims any beneficial ownership thereof. Also,
this amount includes 202,500 shares subject to options that are exercisable
within the next sixty days.
(5) Includes 108,000 shares subject to options that are exercisable within the
next sixty days.
(6) This amount includes 280,625 shares subject to options that are exercisable
within the next sixty days. This amount also includes 2,400 shares owned by
Mr. Feehan's wife and 600 shares in the name of Mr. Feehan's children.
(7) Consists of 135,000 shares subject to options that are exercisable within
the next sixty days.
(8) This amount includes 15,000 shares held by a corporation that Mr. Hunter
indirectly controls. Mr. Hunter disclaims beneficial ownership of such
shares. Also, this amount includes 135,000 shares subject to options that
are exercisable within the next sixty days.
(9) This amount includes 2,000 shares owned by Mr. Morris' wife. Also, this
amount includes 202,500 shares subject to options that are exercisable
within the next sixty days.
(10) This amount includes 202,500 shares subject to options that are exercisable
over the next sixty days.
(11) This amount includes 18,600 shares owned by trusts of which Mr. Rizzo is
trustee and 4,000 shares owned by Mr. Rizzo's wife. This amount also
includes 202,500 shares subject to options that are exercisable within the
next sixty days.
(12) This amount includes 202,500 shares subject to options that are exercisable
within the next sixty days.
(13) Consists of 38,625 shares subject to options that are exercisable within
the next 60 days.
(14) This amount includes 15,375 shares subject to options that are exercisable
within the next sixty days.
(15) This amount includes 22,375 shares subject to options that are exercisable
within the next sixty days. This amount also includes 450 shares owned in
the name of Mr. Westerfeld's children.
(16) This amount includes 2,519,375 shares that directors and executive officers
have the right to acquire within the next sixty days through the exercise
of stock options.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934 reports of ownership and changes of
ownership with the Securities and Exchange Commission. Based solely upon
information provided to the Company by individual directors and executive
officers, the Company believes that during the fiscal year ended December 31,
1994 all filing requirements applicable to executive officers and directors have
been complied with, except that Mr. Motheral inadvertently failed to file a Form
4 in a timely manner in connection with the open market purchase of 12,815
shares of the Company's common stock in April 1994 effected by the custodian of
his individual retirement account.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers of the Company for the fiscal years shown.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION --
AWARDS
--------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------ UNDERLYING ALL OTHER
NAME AND OTHER ANNUAL OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) SARS (#) ($)(1)
- -------------------------- ---- --------- -------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jack R. Daugherty, 1994 360,000 36,000 175,000 42,202
Chairman and CEO 1993 300,000 60,000 25,500 38,399
1992 303,461 -- 20,000 3,399
Daniel R. Feehan, 1994 300,000 28,500 33,200(2) 145,000 29,242
President and Chief 1993 240,000 48,000 20,500 27,721
Operating Officer 1992 242,769 -- 18,500 27,721
Terry R. Kuntz, 1994 215,000 19,000 15,000 4,144
Executive Vice 1993 190,000 19,000 14,500 2,644
President -- Operations(3) 1992 182,700 -- 50,000 151,376
Gregory W. Trees, 1994 137,500 12,500 7,000 2,576
Vice President -- 1993 125,000 9,375 6,500 1,034
Marketing and 1992 96,154 -- 27,500 67,238
Merchandising(4)
Dale R. Westerfeld, 1994 120,000 10,000 6,500 2,473
Vice President -- 1993 97,500 9,750 6,500 644
Chief Financial Officer 1992 98,625 6,750 7,500 644
</TABLE>
- ---------------
(1) The amounts disclosed in this column include:
(a) Company contributions of the following amounts under the Company's
401(k) Employees' Savings Plan on behalf of Mr. Daugherty, $260 in
1992 and 1993 and $3,560 in 1994; Mr. Feehan, $260 in 1992 and 1993
and $2,560 in 1994; Mr. Kuntz, $1,500 in 1994; Mr. Trees, $390 in
1993 and $1,932 in 1994; and Mr. Westerfeld, $1,829 in 1994.
(b) Payment by the Company of premiums of $644 per year for term life
insurance on behalf of each of the named individuals, except that in
1994 the premiums for Messrs. Feehan, Trees and Westerfeld were
$377, $1,066, and $377, respectively.
(c) Payment of the following amounts for additional term life insurance
on behalf of Mr. Daugherty, $2,495 in 1992 and 1993 and $2,998 in
1994; Mr. Feehan, $1,817 in 1992 and 1993 and $1,038 in 1994; and Mr.
Kuntz, $2,000 in 1993 and 1994.
(d) Premium payments under split-dollar life insurance policies on Mr.
Feehan ($25,000 per year for 1992 through 1994) and on Mr.
Daugherty's spouse ($35,000 in 1993 and 1994).
(2) This amount includes a $1,100 per month automobile allowance and a $20,000
annual allowance for professional fees and expenses.
(3) Mr. Kuntz joined the Company on January 15, 1992. The amount in the last
column for fiscal 1992 includes $148,732, consisting of a signing bonus
and an allowance for moving and temporary living expenses.
(4) Mr. Trees joined the Company on March 30, 1992. The amounts in the last
column include $66,809 for fiscal 1992, which consists of a signing bonus
and an allowance for moving and temporary living expenses, and $9,721 for
additional moving and temporary living expenses in fiscal 1993.
7
<PAGE> 10
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
named executive officers of the Company during the fiscal year ended December
31, 1994.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SARS
SARS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#) FISCAL YEAR ($/SH) DATE VALUE($)(1)
- -------------------------------------------- --------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Jack R. Daugherty, 87,500(2) 16.7 7.75 6/30/04 341,250
Chairman and CEO 87,500(3) 16.7 7.75 6/30/99 252,875
Daniel R. Feehan, 72,450(2) 13.8 7.75 6/30/04 282,555
President and Chief 72,550(3) 13.8 7.75 6/30/99 209,670
Operating Officer
Terry R. Kuntz, 15,000(4) 2.9 7.875 7/26/99 42,750
Executive Vice President -- Operations
Gregory W. Trees, 7,000(4) 1.3 7.875 7/26/99 19,950
Vice President -- Marketing and
Merchandising
Dale Westerfeld, 6,500(4) 1.2 7.875 7/26/99 18,525
Vice President -- Chief Financial Officer
</TABLE>
- ---------------
(1) As permitted by the Securities and Exchange Commission's rules on executive
compensation disclosure, the Company used the Black-Scholes model of option
valuation to determine grant date present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can properly
determine the value of an option. Calculations are based upon the following
assumptions: (i) dividend yield of .5% per share based on the Company's
history of dividend payments; (ii) volatility of 33.07 percent; (iii)
exercise of the option at the end of the option term; (iv) a risk-free rate
of return of 6.7% for five-year options and 7.3% for ten-year options
(based on the then quoted yield of Treasury Strips maturing 5 and 10 years
from the grant date, respectively); and (v) a 3% annual discount factor for
vesting limitations.
(2) These stock options become exercisable in seven equal annual installments
beginning one year after the grant date.
(3) These stock options become exercisable in two equal annual installments
beginning one year after the grant date.
(4) These stock options become exercisable in four equal annual installments
beginning one year after the grant date.
8
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information concerning option exercises in
fiscal 1994 and the value of unexercised options held by each of the named
executive officers at the end of the Company's last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY
FY-END OPTIONS/SARS AT
(#)(1) FY-END ($)(2)
SHARES --------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------ ------------ ------------ --------------- --------------------
<S> <C> <C> <C> <C>
Jack R.Daugherty, 25,500 41,438 736,375/285,625 2,528,599/414,404
Chairman and CEO
Daniel R. Feehan, 22,500 28,125 280,625/175,875 919,674/346,204
President and Chief
Operating Officer
Terry R. Kuntz, -0- N/A 28,625/50,875 24,232/55,196
Executive Vice
President -- Operations
Gregory W. Trees, -0- N/A 15,375/25,625 9,586/27,694
Vice President -- Marketing
and Merchandising
Dale R. Westerfeld, 9,000 14,625 22,375/17,625 50,742/27,882
Vice President & CFO
</TABLE>
- ---------------
(1) These figures reflect the appropriate adjustments for the Company's
three-for-two stock split in May 1990 and the two-for-one stock split in
April 1992.
(2) Values stated are based upon the closing price of $9.875 per share of the
Company's Common Stock on the New York Stock Exchange on December 30, 1994,
the last trading day of the fiscal year.
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Company's Board of Directors
consists entirely of outside directors of the Company. The Committee oversees
and administers the Company's executive compensation program and administers the
Company's 1994 Long-Term Incentive Plan. Its decisions relating to executive
compensation are reviewed by the full Board of Directors. The Committee held one
meeting during fiscal 1994.
- -- OVERALL EXECUTIVE COMPENSATION POLICIES
The basic philosophy of the Company's executive compensation program is to
link the compensation of its executive officers to their contribution toward the
enhancement of shareholder value. Consistent with that philosophy, the program
is designed to meet the following policy objectives:
- Attracting and retaining qualified executives critical to the long-term
success of the Company.
- Tying executive compensation to the Company's general performance and
specific attainment of long-term strategic goals.
- Rewarding executives for contributions to strategic management designed
to enhance long-term shareholder value.
- Providing incentives that align the executive's interest with those of
the Company's shareholders.
9
<PAGE> 12
- -- ELEMENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of the following
elements designed to meet the policy objectives set out above:
Base Salary
The Committee set the annual salary of the Company's Chief Executive
Officer and the President and reviewed the annual salaries of the Company's
other executive officers for fiscal 1994. In setting appropriate annual
salaries, the Committee takes into consideration the minimum salaries set forth
in certain executives' employment contracts (described elsewhere in this Proxy
Statement), the level and scope of responsibility, experience, and performance
of the executive, the internal fairness and equity of the Company's overall
compensation structure, and the relative compensation of executives in similar
positions in the marketplace. The Committee relies on information supplied by an
outside compensation consulting firm pertaining to competitive compensation. The
Committee tends to position base salary and annual incentive targets at the 50th
percentile of the competitive market. The Committee believes that very few of
the companies in the peer group described below under "Performance Graph" are
included in the surveys used for compensation comparisons. Those surveys
represent a much broader collection of U.S. companies.
Annual Incentive Compensation
Beginning in fiscal 1989, the Board of Directors adopted an annual
incentive cash bonus plan for its highest ranking executive officers, who for
fiscal 1994 were Messrs. Daugherty and Feehan. Under this plan, such executive
officers could receive an annual incentive cash bonus based on the Company's
annual pre-tax earnings performance measured against the financial plan approved
by the Board of Directors for that year. The incentive bonus ranges from 20
percent to 50 percent of each executive officer's base salary. The 20 percent
bonus is payable upon the Company achieving the specified pre-tax earnings goal,
and additional sums are payable if and to the extent the Company exceeds the
goal, with the full 50 percent payable if the Company exceeds the goal by 5
percent or more.
The Board of Directors adopted a similar bonus plan for the other executive
officers and vice presidents of the Company. For those participants, the
incentive bonus ranges from 10 percent to 20 percent of their base salary.
No bonuses were paid in fiscal 1994 under this plan. However, in 1994 the
Committee elected to award a discretionary bonus to the participants in an
amount less than the minimum bonus payable under the bonus plan (except that, in
Mr. Daugherty's case, the amount equalled the minimum bonus payable under the
bonus plan). The Committee considered this award to be appropriate in light of
the following accomplishments of the Company in 1993: (1) a 21% increase in
total revenues over the prior fiscal year; (2) a 16% year-to-year improvement in
earnings before interest and taxes; (3) the acquisition of the 18-store Express
Cash International pawnbroking chain in Texas; (4) the successful implementation
of expense reduction and cost containment initiatives early in 1993; and (5) the
attainment of a $125,000,000 credit facility with a group of five banks and a
$30,000,000 private placement of notes with an institutional lender.
Stock Options
In furtherance of the objective of providing long-term incentives that
relate to improvement in long-term shareholder value, the Company has awarded
stock options to its executive officers under its 1987 Stock Option Plan (with
Stock Appreciation Rights). As stated elsewhere in this Proxy Statement, this
Plan is administered by the Board's Stock Option Committee. The Company did not
grant any options to its executive officers under this Plan in 1994.
10
<PAGE> 13
Long-Term Incentive Plan
Upon the recommendation of the Committee, the Board of Directors adopted
the 1994 Long-Term Incentive Plan in January 1994, and the shareholders of the
Company approved the 1994 Plan at the Annual Meeting in April 1994. The 1994
Plan provides for expanded forms of stock-based long-term incentive compensation
awards. This Plan is intended to further the objective of fostering and
promoting improvement in long-term financial results and increases in
shareholder value. Awards under the 1994 Plan may take the form of restricted
stock grants, stock options, stock appreciation rights, performance share
awards, or a combination of the above. The Company granted options to its
executive officers in 1994 at an exercise price equal to the closing price of
the Company's common stock on the New York Exchange on the day preceding the
date of grant. The options become exercisable in equal increments annually
beginning on the first anniversary of the date of grant. (For an explanation of
the different vesting schedules, see the "Options/SAR Grants in Last Fiscal
Year" table in this Proxy Statement.) This arrangement rewards effective
management that results in long-term increases in the Company's stock price. The
number of options granted to the Company's five highest paid executive officers,
as reflected elsewhere in this Proxy Statement, is based in part on many of the
same considerations underlying the determination of annual base salary. The
Committee relies on its outside compensation consultant to supply market data on
long-term incentives. The committee uses the Black-Scholes model to determine
competitive option awards equal to the 50th percentile of general industry
practices.
Deductibility Cap on Executive Compensation
Beginning in 1994, a new federal tax law disallows corporate deductibility
for certain compensation paid in excess of $1,000,000 to the Chief Executive
Officer and the four other most highly paid executive officers.
"Performance-based compensation," as defined in the tax law, is not subject to
the deductibility limitation, provided certain shareholder approval and other
requirements are met. Although the cash compensation paid to the Company's Chief
Executive Officer and the four other most highly paid executive officers is well
below the $1,000,000 level in each case, the Committee determined that the
Company should seek to ensure that future stock option and performance award
compensation under the 1994 Plan qualifies as "performance-based compensation."
Accordingly, the 1994 Plan is intended to meet the requirements of the new law
and thereby preserve full deductibility of both stock option and stock-based
performance award compensation expense.
- -- CEO'S COMPENSATION FOR FISCAL 1994
The fiscal 1994 salary of Mr. Jack R. Daugherty, Chief Executive Officer of
the Company, was based primarily on his rights under his ten-year employment
agreement with the Company dated April 25, 1990, which is described elsewhere in
this Proxy Statement. Under that agreement, Mr. Daugherty's minimum base salary
is $225,000. The Committee has increased Mr. Daugherty's base salary annually
since that time (except in 1993) after taking into consideration the factors
described under "Base Salary" above. For fiscal 1994, the Committee set Mr.
Daugherty's base salary at $360,000. A portion of the increase in Mr.
Daugherty's base salary is attributable to the fact that he did not receive an
increase in 1993 from his base salary for 1992. In addition, the Committee
approved the payment of a $36,000 bonus to Mr. Daugherty in 1994 for the reasons
described above in "Annual Incentive Compensation." The Committee believes that
the total cash compensation paid to Mr. Daugherty was appropriate in light of
the Company's accomplishments in 1994, including the following: (1) a 21%
increase in revenue net of cost of goods sold; (2) a 24% increase in income from
operations; and (3) the acquisition of the Svensk Pantbelaning pawnbroking
chain, the largest chain of pawnshops in Sweden.
11
<PAGE> 14
These 1994 accomplishments also support the Committee's belief that the
fiscal 1994 cash compensation of the Company's other executive officers was set
at appropriate levels.
EXECUTIVE COMPENSATION COMMITTEE
R. L. Waltrip, Chairman
A. R. Dike
B. D. Hunter
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graph on Page 13
shall not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors serve on the Executive Compensation
Committee of the Company's Board of Directors: A. R. Dike, B. D. Hunter, and R.
L. Waltrip.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
As a condition to receiving grants of options under the 1989 Key Employee
Stock Option Plan for Cash America International, Inc. discussed below, the
recipients of the options entered into employment agreements with the Company
during fiscal 1990. The agreements contained initial terms of five years (ten
years in the case of Mr. Daugherty), and compensation thereunder is determined
annually by the Company's Board of Directors, subject to minimum annual
compensation for Messrs. Daugherty and Feehan of $225,000 and $190,000,
respectively. Included in each agreement is a covenant of the employee not to
compete with the Company during the term of his employment and for a period of
three years thereafter. The employment agreements also provide that if the
employee is terminated by the Company other than for cause, the Company will pay
to the employee the remainder of his current year's salary (undiscounted) plus
the discounted present value (employing an interest rate of 8%) of two
additional years' salary. In the event the employee resigns or is terminated
other than for cause within twelve months after a "change in control" of the
Company (as that term is defined in the employment agreement), the employee will
be entitled to earned and vested bonuses at the date of termination plus the
remainder of his current year's salary (undiscounted) plus the present value
(employing an interest rate of 8%) of two additional years' salary (for which
purpose "salary" includes the annual rate of compensation immediately prior to
the "change in control" plus the average annual cash bonus for the immediately
preceding three year period). Effective January 15, 1992, the Company entered
into a similar employment agreement with Terry R. Kuntz, who joined the Company
as its Executive Vice President -- Operations. The agreement provides for
minimum annual compensation to Mr. Kuntz of $190,000, and the term of the
agreement expires contemporaneously with the expiration of the agreement with
Mr. Feehan. The Company also entered into a similar employment agreement
effective March 30, 1992 with Gregory W. Trees, Vice President -- Marketing and
Merchandising. It provides for minimum annual compensation of $125,000. The
primary term of the agreement expires on March 31, 1995 and is followed by two
one-year renewal terms.
12
<PAGE> 15
PERFORMANCE GRAPH
The following Performance Graph shows the changes over the past five year
period in the value of $100 invested in: (1) the Company's Common Stock, (2) the
Standard & Poor's 500 Index, and (3) the common stock of a peer group of
companies whose returns are weighted according to their respective market
capitalizations. The values of each investment as of the beginning of each year
are based on share price appreciation and the reinvestment of dividends. The
peer group consists of the following companies, whose businesses taken as a
whole resemble the Company's unique combination of consumer lending and retail
activities: Beneficial Corp., Household International, Circuit City Stores,
Jewelmaster, Inc., Peoples Jewellers, MacFrugal's Bargains, Luria (L.) & Sons,
Inc., Oshman's Sporting Goods, Lowe's Corp., and Tandy Corp.
COMPARISON OF CUMULATIVE SHAREHOLDER RETURN 1989 -- 1994
[GRAPH]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD CASH AMERICA PEER GROUP
(FISCAL YEAR COVERED) INTERNATIONAL S&P 500 INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 101 97 74
1991 129 126 104
1992 146 136 130
1993 127 150 184
1994 134 152 202
</TABLE>
Data Source: S&P Compustat Services
TRANSACTIONS WITH MANAGEMENT
The Board of Directors of the Company adopted an officer stock loan program
in 1994. The purpose of the program is (i) to facilitate and encourage the
ownership of Company common stock by the officers of the Company and (ii) to
establish the terms for stock loan transactions with officers. Participants in
the program can utilize loan proceeds to acquire and hold common stock of the
Company by means of option exercises or otherwise. The stock to be held as a
result of the loan must be pledged to the Company to secure the obligation to
repay the loan. The loan proceeds for a particular borrowing may not exceed a
certain percentage of the then current value of the stock to be pledged, with
that percentage varying depending on whether the stock is acquired through
option exercise or otherwise. Under the terms of the loan, interest accrues at
the rate of 1% over a designated bank's "prime rate." Interest is payable
annually and may be paid with additional loan proceeds, provided that the
outstanding aggregate principal balance of the officer's loan would not exceed
the then aggregate value of the pledged stock that would secure the loan. The
limit on the principal balance that a participant may have outstanding under
this program is three times annual base salary for executive officers and twice
the amount of annual base salary for other officers. The aggregate principal
balance of all outstanding loans under the program may not exceed $5,000,000 at
any time. A participant may not obtain additional loan proceeds at any time when
his then outstanding principal balance would exceed the aggregate value of his
pledged stock. If that outstanding balance exceeds the value of the pledged
stock for a period of
13
<PAGE> 16
24 consecutive months, the borrower must repay the principal balance in 20 equal
quarterly installments. As of December 31, 1994, Messrs. Daugherty, Feehan and
Westerfeld had stock loans outstanding under this program in the aggregate
principal amounts of $450,500, $717,500, and $116,000, respectively.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand served as independent public accountants for the Company
for fiscal 1994 and has reported on the Company's financial statements. The
Board of Directors of the Company has selected Coopers & Lybrand of Fort Worth,
Texas to audit the accounts of the Company for the fiscal year ending December
31, 1995 and recommends to the shareholders to ratify this selection for the
ensuing fiscal year ending December 31, 1995. The Company has been advised that
Coopers & Lybrand has no relationship with the Company or its subsidiaries other
than that arising from the firm's employment as auditors. The affirmative vote
of a majority of the outstanding shares of Common Stock present at the Annual
Meeting in person or by proxy is necessary for the ratification of the
appointment of Coopers & Lybrand as independent public accountants.
A representative of Coopers & Lybrand is expected to be present at the
Annual Meeting and will be afforded an opportunity to make a statement and will
be available to respond to appropriate questions at such meeting.
While shareholder ratification is not required for the selection of Coopers
& Lybrand since the Board of Directors has the responsibility for the selection
of the Company's independent public accountants, the selection is being
submitted for ratification at the Annual Meeting with a view towards soliciting
the shareholders' opinion thereon, which opinion will be taken into
consideration in future deliberations.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND AS
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE 1995 FISCAL YEAR.
OTHER BUSINESS
Any proposal to be presented by a shareholder at the Company's 1996 Annual
Meeting of Shareholders must be presented to the Company at least 120 days prior
to the date that the Company mails the notice for such meeting. It is estimated
such deadline will be November 20, 1995, with the mailing of such notice to be
approximately March 19, 1996.
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders are urged, regardless of the number of shares
of stock owned, to date, sign and return the enclosed proxy in the enclosed
reply envelope.
By Order of the Board of Directors
HUGH A. SIMPSON
Secretary
March 27, 1995
14
<PAGE> 17
<TABLE>
<S> <C> <C>
/X/ Please mark your SHARES IN YOUR NAME
votes as in this
example.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of ----- ----- 2. Ratification of the appointment of Coopers & ----- ------ ------
Directors / / / / Lybrand as independent auditors for the year / / / / / /
(see reverse) 1995.
For, except vote withheld from the following 3. In their discretion the proxies are authorized to vote upon such
nominee(s): other matters as may come before the meeting or any adjournment
thereof.
- --------------------------------------------
</TABLE>
Change
of / /
Address
SIGNATURES(S) DATE
------------------------------- --------------------------
SIGNATURES(S) DATE
------------------------------- --------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
CASH AMERICA INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING APRIL 26, 1995
P R O X Y
The undersigned hereby constitutes and appoints Jack R. Daugherty, Daniel R.
Feehan, and Hugh A. Simpson, and each of them, my true and lawful attorneys and
proxies, with power of substitution, to represent the undersigned and vote at
the annual meeting of shareholders of Cash America International, Inc. (the
"Company") to be held in Fort Worth, Texas on April 26, 1995, and at any
adjournment thereof, all of the stock of the Company standing in my name as of
the record date of March 8, 1995 on all matters coming before said meeting.
Election of Directors, Nominees: (change of address)
Jack R. Daugherty, Morton A. Cohn,
A.R. Dike, Daniel R. Feehan, James ---------------------------------
H. Greer, B.D. Hunter, Clifton H.
Morris, Jr., Carl P. Motheral, ---------------------------------
Samuel W. Rizzo, R.L. Waltrip
---------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
