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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
CASH AMERICA INTERNATIONAL, INC.
(Name of issuer)
CASH AMERICA INTERNATIONAL, INC.
(Name of person(s) filing statement)
---------------
Common Stock, par value $0.10 per share
(Title of class of securities)
14754D 10 0
(CUSIP number of class of securities)
Hugh A. Simpson
Vice President - General Counsel and Secretary
Cash America International, Inc.
1600 West Seventh Street
Fort Worth, Texas 76102
(817) 335-1100
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the person(s) filing statement)
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COPY TO:
L. Steven Leshin
Jenkens & Gilchrist, a Professional Corporation
Suite 3200
1445 Ross Avenue
Dallas, Texas 75202
(214) 855-4500
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November 18, 1996
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$38,250,000 $7,650
* Calculated solely for purposes of determining the filing fee, based
upon the purchase of 4,500,000 shares at the maximum tender offer price
per share of $8.50.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date File: N/A
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This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Cash America International, Inc., a Texas
corporation (the "Company"), to purchase up to 4,500,000 shares of its common
stock, par value $0.10 per share (the "Shares"), at prices, net to the seller
in cash, not greater than $8.50 nor less than $7.00 per Share, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated
November 18, 1996 (the "Offer to Purchase") and the related Letter of
Transmittal (which, as they may be amended from time to time, are herein
collectively referred to as the "Offer"). Copies of the Offer to Purchase and
Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2), respectively, to
this Statement.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Cash America International, Inc., a
Texas corporation. The address of its principal executive offices is 1600 West
Seventh Street, Fort Worth, Texas 76102.
(b) The information set forth in "Introduction," "Section 1.
Number of Shares; Proration" and "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" in the
Offer to Purchase is incorporated herein by reference. The Offer is being made
to all holders of Shares, including officers, directors and affiliates of the
Company, although the Company has been advised that none of its directors or
executive officers intends to tender any Shares pursuant to the Offer.
(c) The information set forth in "Introduction" and "Section 7.
Price Range of Shares; Dividends" in the Offer to Purchase is incorporated
herein by reference.
(d) This Statement is being filed by the issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 10. Source and Amount
of Funds" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a)-(j) The information set forth in "Introduction," "Section 8.
Background and Purpose of the Offer; Certain Effects of the Offer," "Section 9.
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares," "Section 10. Source and Amount of Funds" and "Section
12. Effects of the Offer on the Market for Shares; Registration Under the
Exchange Act" in the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Schedule I -- Certain Transactions Involving Shares" in the Offer to Purchase
is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 8. Background
and Purpose of the Offer; Certain Effects of the Offer" and "Section 9.
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares" in the Offer to Purchase is incorporated herein by
reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 16. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
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ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "Section 11. Certain Information
About the Company" in the Offer to Purchase is incorporated herein by
reference. The information set forth on (i) pages 16 through 26 of the
Company's Annual Report incorporated by reference into the Company's Form 10-K
for the fiscal year ended December 31, 1995, filed as exhibit (g)(1) hereto;
(ii) pages 16 through 26 of the Company's Annual Report incorporated by
reference into the Company's Form 10-K for the fiscal year ended December 31,
1994, filed as exhibit (g)(2) hereto; and (iii) pages 1 through 7 of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1996, filed as exhibit (g)(3) hereto, in each case, is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal
Matters; Regulatory Approvals" in the Offer to Purchase is incorporated herein
by reference.
(c) The information set forth in "Section 12. Effects of the
Offer on the Market for Shares; Registration Under the Exchange Act" in the
Offer to Purchase is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Form of Offer to Purchase dated November 18, 1996.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(6) Form of Letter dated November 18, 1996 to shareholders from the Chairman and Chief
Executive Officer of the Company.
(a)(7) Form of Letter from the Company to participants in the Cash America International,
Inc. 401(k) Savings Plan (the "Savings Plan"), including the form of Direction Form to
Charles Schwab Trust Company, as Trustee, from participants in the Savings Plan.
(a)(8) Form of Press Release issued by the Company dated November 18, 1996.
(a)(9) Form of Summary Advertisement dated November 18, 1996.
(a)(10) Guidelines for Certification of Taxpayer Identification Number on Form W-9.
(b) Amended and Restated Senior Revolving Credit Facility Agreement (the "Senior Revolving
Credit Facility Agreement") among the Company, certain financial institutions as
lenders, and NationsBank of Texas, N.A., dated June 19, 1996 (previously filed with
the Commission as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, and incorporated by reference herein).
(c) Not applicable.
</TABLE>
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(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages 16 through 26 of the Company's Annual Report incorporated by reference into the
Company's Form 10-K for the fiscal year ended December 31, 1995 (incorporated by
reference from the Company's Form 10-K filed with the Commission on April 1, 1996).
(g)(2) Pages 16 through 26 of the Company's Annual Report incorporated by reference into the
Company's Form 10-K for the fiscal year ended December 31, 1994 (incorporated by
reference from the Company's Form 10-K filed with the Commission on March 29, 1995).
(g)(3) Pages 1 through 7 of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (incorporated by reference from the Company's Form 10-Q filed with
the Commission on November 13, 1996).
</TABLE>
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CASH AMERICA INTERNATIONAL, INC.
By: /s/ Hugh A. Simpson
---------------------------------------
Name: Hugh A. Simpson
-------------------------------------
Title: Vice President - General Counsel
and Secretary
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Dated: November 18, 1996
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INDEX TO EXHIBITS
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ITEM DESCRIPTION
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(a)(1) Form of Offer to Purchase dated November 18, 1996.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(a)(6) Form of Letter dated November 18, 1996 to shareholders from the Chairman and Chief
Executive Officer of the Company.
(a)(7) Form of Letter from the Company to participants in the Cash America International,
Inc. 401(k) Savings Plan (the "Savings Plan"), including the form of Direction Form to
Charles Schwab Trust Company, as Trustee, from participants in the Savings Plan.
(a)(8) Form of Press Release issued by the Company dated November 18, 1996.
(a)(9) Form of Summary Advertisement dated November 18, 1996.
(a)(10) Guidelines for Certification of Taxpayer Identification Number on Form W-9.
(b) Amended and Restated Senior Revolving Credit Facility Agreement (the "Senior Revolving
Credit Facility Agreement") among the Company, certain financial institutions as
lenders, and NationsBank of Texas, N.A., dated June 19, 1996 (previously filed with
the Commission as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996, and incorporated by reference herein).
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages 16 through 26 of the Company's Annual Report incorporated by reference into the
Company's Form 10-K for the fiscal year ended December 31, 1995 (incorporated by
reference from the Company's Form 10-K filed with the Commission on April 1, 1996).
(g)(2) Pages 16 through 26 of the Company's Annual Report incorporated by reference into the
Company's Form 10-K for the fiscal year ended December 31, 1994 (incorporated by
reference from the Company's Form 10-K filed with the Commission on March 29, 1995).
(g)(3) Pages 1 through 7 of the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (incorporated by reference from the Company's Form 10-Q filed with
the Commission on November 13, 1996).
</TABLE>
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Offer to Purchase for Cash
by
CASH AMERICA INTERNATIONAL, INC.
of
Up to 4,500,000 Shares of its Common Stock
At a Purchase Price Not Greater Than $8.50
Nor Less Than $7.00 per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS THE OFFER IS EXTENDED.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
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Cash America International, Inc., a Texas corporation (the "Company"),
invites its shareholders to tender shares of its common stock, par value $0.10
per share (the "Shares"), to the Company at prices not greater than $8.50 nor
less than $7.00 per Share in cash, specified by tendering shareholders, upon the
terms and subject to the conditions set forth in this Offer to Purchase and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $8.50 nor less than
$7.00 per Share), net to the seller in cash (the "Purchase Price"), that it will
pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 4,500,000 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $8.50 nor less than $7.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered at prices at or
below the Purchase Price and not withdrawn, upon the terms and subject to the
conditions of the Offer including the proration terms hereof. The Company
reserves the right, in its sole discretion, to purchase more than 4,500,000
Shares pursuant to the Offer.
At a meeting of the Board of Directors of the Company held on October 22,
1996, the Board of Directors declared a regular quarterly dividend of $.0125 per
Share payable on November 19, 1996 to shareholders of record on November 5,
1996. Since the Expiration Date (as defined herein) will occur after November
19, 1996, holders of record on November 5, 1996 of Shares purchased in the Offer
will be entitled to receive such dividend to be paid to shareholders of record
as of such date regardless of whether such Shares are tendered pursuant to the
Offer prior to, on or after November 19, 1996. The Shares are listed and
principally traded on the New York Stock Exchange, Inc. (the "NYSE") under the
symbol "PWN." On November 14, 1996, the closing per Share sales price as
reported on the NYSE Composite Tape was $7.125. SHAREHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE SECTION 7.
---------------------------------
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
November 18, 1996.
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IMPORTANT
Any shareholders desiring to tender all or any portion of their Shares
should either (i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it with any required signature guarantee and any other required
documents to ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), and
either mail or deliver the stock certificates for such Shares to the Depositary
(with all such other documents) or follow the procedure for book-entry delivery
set forth in Section 3, or (ii) request a broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for such shareholder. A
shareholder having Shares registered in the name of a broker, dealer, commercial
bank, trust company or other nominee must contact that broker, dealer,
commercial bank, trust company or other nominee if such shareholder desires to
tender such Shares. Shareholders who desire to tender Shares and whose
certificates for such Shares are not immediately available or who cannot comply
with the procedure for book-entry transfer on a timely basis or whose other
required documentation cannot be delivered to the Depositary, in any case, by
the expiration of the Offer should tender such Shares by following the
procedures for guaranteed delivery set forth in Section 3. TO EFFECT A VALID
TENDER OF THEIR SHARES, SHAREHOLDERS MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH THEY ARE
TENDERING SHARES.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of this Offer to Purchase. Additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to Kissel-Blake Inc. (the "Information Agent") at its
address and telephone number set forth on the back cover of this Offer to
Purchase.
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SUMMARY
This general summary is provided for the convenience of the Company's
shareholders and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.
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Number of Shares to be Purchased.............. 4,500,000 Shares (or such lesser number of
Shares as are validly tendered).
Purchase Price................................ The Company will determine a single per Share
net cash price, not greater than $8.50 nor
less than $7.00 per Share, that it will pay
for Shares validly tendered. All Shares
acquired in the Offer will be acquired at the
Purchase Price even if tendered below the
Purchase Price. Each shareholder desiring to
tender Shares must specify in the Letter of
Transmittal the minimum price (not greater
than $8.50 nor less than $7.00 per Share) at
which such shareholder is willing to have
Shares purchased by the Company.
How to Tender Shares.......................... See Section 3. Call the Information Agent or
consult your broker for assistance.
Dividends..................................... See Section 7 for a discussion of payment of
the next regular quarterly dividend.
Brokerage Commissions......................... None.
Stock Transfer Tax............................ None, if payment is made to the registered
holder.
Expiration and Proration Dates................ Tuesday, December 17, 1996, at 12:00
Midnight, New York City time, unless extended
by the Company.
Payment Date.................................. As soon as practicable after the Expiration
Date.
Position of the Company and its Directors..... Neither the Company nor its Board of
Directors makes any recommendation to any
shareholder as to whether to tender or
refrain from tendering Shares.
Withdrawal Rights............................. Tendered Shares may be withdrawn at any time
until 12:00 Midnight, New York City time, on
Tuesday, December 17, 1996, unless the Offer
is extended by the Company and, unless
previously purchased, after 12:00 Midnight,
New York City time, on Thursday, January 16,
1997. See Section 4.
Odd Lots...................................... There will be no proration of Shares tendered
by any shareholder owning beneficially fewer
than 100 Shares in the aggregate (including
Shares reflecting interests in the Company
Stock Fund allocated to the Savings Plans) as
of November 15, 1996, who continues to
beneficially own fewer than 100 Shares on the
Expiration Date, and who tenders all such
Shares at or below the Purchase Price prior
to the Expiration Date and who checks the
"Odd Lots" box in the Letter of Transmittal.
Further Developments Regarding the Offer...... Call the Information Agent or consult your
broker.
</TABLE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
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TABLE OF CONTENTS
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SECTION PAGE
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INTRODUCTION......................................................................... 5
THE OFFER............................................................................ 6
1. Number of Shares; Proration...................................................... 6
2. Tenders by Owners of Fewer than 100 Shares....................................... 8
3. Procedure for Tendering Shares................................................... 8
4. Withdrawal Rights................................................................ 12
5. Purchase of Shares and Payment of Purchase Price................................. 13
6. Certain Conditions of the Offer.................................................. 14
7. Price Range of Shares; Dividends................................................. 16
8. Background and Purpose of the Offer; Certain Effects of the Offer................ 16
9. Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares............................................................ 18
10. Source and Amount of Funds....................................................... 19
11. Certain Information about the Company............................................ 19
12. Effects of the Offer on the Market for Shares; Registration under the Exchange
Act.............................................................................. 23
13. Certain Legal Matters; Regulatory Approvals...................................... 23
14. Certain U.S. Federal Income Tax Consequences..................................... 23
15. Extension of the Offer; Termination; Amendments.................................. 25
16. Fees and Expenses................................................................ 26
17. Miscellaneous.................................................................... 27
SCHEDULE I Certain Transactions Involving Shares.................................... S-1
</TABLE>
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To the Holders of Shares of Common Stock
of Cash America International, Inc.:
INTRODUCTION
Cash America International, Inc., a Texas corporation (the "Company"),
invites its shareholders to tender shares of its common stock, par value $0.10
per share (the "Shares"), to the Company at prices not greater than $8.50 nor
less than $7.00 per Share in cash, specified by tendering shareholders, upon the
terms and subject to the conditions set forth in this Offer to Purchase and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $8.50 nor less than
$7.00 per Share), net to the seller in cash (the "Purchase Price"), that it will
pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 4,500,000 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $8.50 nor less than $7.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined in Section 1) at prices at or below the Purchase
Price and not withdrawn upon the terms and subject to the conditions of the
Offer including the proration terms described below. The Company reserves the
right, in its sole discretion, to purchase more than 4,500,000 Shares pursuant
to the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
If, before the Expiration Date, more than 4,500,000 Shares are validly
tendered at or below the Purchase Price and not withdrawn (or such greater
number of Shares as the Company may elect to purchase), the Company will, upon
the terms and subject to the conditions of the Offer, purchase Shares first from
all Odd Lot Owners (as defined in Section 2) who validly tender all their Shares
at or below the Purchase Price and then on a pro rata basis from all other
shareholders who validly tender Shares at prices at or below the Purchase Price
(and do not withdraw them prior to the Expiration Date). The Company will return
at its own expense all Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration. The Purchase Price will be paid net to the
tendering shareholder in cash for all Shares purchased. Tendering shareholders
will not be obligated to pay brokerage commissions, solicitation fees or,
subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on
the Company's purchase of Shares pursuant to the Offer. HOWEVER, ANY TENDERING
SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE
DEPOSITARY (AS DEFINED BELOW) THE SUBSTITUTE FORM W-9 THAT IS INCLUDED WITH THE
LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX
WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR OTHER
PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. In addition, the Company will pay
all fees and expenses of Bear, Stearns & Co. Inc. (the "Dealer Manager"),
Kissel-Blake Inc. (the "Information Agent") and ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") in connection with the Offer. See Section
16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
5
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The Company is making the Offer to (i) realign the Company's capital
structure for the benefit of its shareholders and (ii) afford to those
shareholders who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. Moreover, the Board of Directors believes that the Shares represent an
attractive investment opportunity. It also allows shareholders to sell a portion
of their Shares while retaining a continuing equity interest in the Company if
they so desire. After the Offer is completed, the Company expects to have
sufficient cash flow and access to sources of capital to fund its growth
initiatives, including expanding its business operations.
As of the close of business on November 14, 1996, there were 28,759,494
Shares outstanding and 3,934,855 Shares issuable upon exercise of outstanding
stock options ("Options") under the Company's 1987 Stock Option Plan, 1989
NonEmployee Director Stock Option Plan, 1989 Key Employee Stock Option Plan and
1994 Long-Term Incentive Plan (collectively the "Incentive Plans"). The
4,500,000 Shares that the Company is offering to purchase represent
approximately 15.6% of the outstanding Shares (approximately 13.8% assuming the
exercise of all outstanding Options).
The Cash America International, Inc. 401(k) Savings Plan (the "Savings
Plan"), a defined contribution 401(k) plan available to employees of the
Company, holds Shares in accounts for participants thereunder. Participants may
instruct the Savings Plan Administrative Committee to direct Charles Schwab
Trust Company (the "Trustee"), as trustee of the Savings Plan, to tender all or
part of the Shares reflecting the participant's interest in the Shares held in
the Company stock fund (the "Company Stock Fund") credited to a participant's
individual account by following the instructions set forth in "Procedure for
Tendering Shares -- Savings Plan" in Section 3.
The Shares are listed and principally traded on the New York Stock
Exchange, Inc. ("NYSE") under the symbol "PWN." On November 14, 1996, the
closing per Share sales price as reported on the NYSE Composite Tape was $7.125.
THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT QUOTATIONS ON THE MARKET PRICE
OF THE SHARES.
THE OFFER
1. NUMBER OF SHARES; PRORATION
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 4,500,000 Shares or such lesser number
of Shares as are validly tendered before the Expiration Date (and not withdrawn
in accordance with Section 4) at a net cash price (determined in the manner set
forth below) not greater than $8.50 nor less than $7.00 per Share. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Tuesday, December
17, 1996, unless and until the Company in its sole discretion shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Company, shall expire. See Section 15 for a
description of the Company's right to extend the time during which the Offer is
open and to delay, terminate or amend the Offer. Subject to Section 2, if the
Offer is oversubscribed, Shares tendered at or below the Purchase Price before
the Expiration Date will be eligible for proration. The proration period also
expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 4,500,000 Shares validly tendered and not withdrawn pursuant to the
Offer (or such lesser number as are validly tendered at prices not greater than
$8.50 nor less than $7.00 per Share). The Company reserves the right, in its
sole discretion, to purchase more than 4,500,000 Shares pursuant to the Offer.
See Section 15. In accordance with applicable regulations of the Securities and
Exchange Commission (the "Commission"), the Company may purchase pursuant to the
Offer an additional amount of Shares not to exceed 2% of the outstanding Shares
without amending or extending the Offer. If (i) the Company increases or
decreases the price to be paid for Shares, the Company increases or decreases
the Dealer Manager's fee, the Company increases the number of Shares being
sought
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<PAGE> 7
and such increase in the number of Shares being sought exceeds 2% of the
outstanding Shares, or the Company decreases the number of Shares being sought
and (ii) the Offer is scheduled to expire at any time earlier than the
expiration of a period ending on the tenth business day from, and including, the
date that notice of such increase or decrease is first published, sent or given
in the manner specified in Section 15, the Offer will be extended until the
expiration of such period of ten business days. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 A.M. through 12:00 Midnight, New York
City time.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender Shares must specify the price (not greater than
$8.50 nor less than $7.00 per Share) at which such shareholder is willing to
have the Company purchase Shares. As promptly as practicable following the
Expiration Date, the Company will, in its sole discretion, determine the
Purchase Price (not greater than $8.50 nor less than $7.00 per Share) that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will pay the Purchase Price, even if such
Shares were tendered below the Purchase Price, for all Shares validly tendered
prior to the Expiration Date at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer. All Shares
not purchased pursuant to the Offer, including Shares tendered at prices greater
than the Purchase Price and Shares not purchased because of proration, will be
returned to the tendering shareholders at the Company's expense as promptly as
practicable following the Expiration Date.
If the number of Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date is less than or equal to 4,500,000
Shares (or such greater number of Shares as the Company may elect to purchase
pursuant to the Offer), the Company will, upon the terms and subject to the
conditions of the Offer, purchase at the Purchase Price all Shares so tendered.
Priority. Upon the terms and subject to the conditions of the Offer, in the
event that prior to the Expiration Date more than 4,500,000 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are validly tendered at or below the Purchase Price and not withdrawn,
the Company will purchase such validly tendered Shares in the following order of
priority:
(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any Odd Lot Owner (as defined in
Section 2) who:
(a) tenders all Shares (including Shares attributable to individual
accounts under the Savings Plan) beneficially owned by such Odd Lot
Owner at or below the Purchase Price (partial tenders will not qualify
for this preference); and
(b) completes the box captioned "Odd Lots" on the Letter of
Transmittal (or, in the case of Savings Plan Participants (as defined
below) holding Odd Lots, the Direction Form (as defined below) sent to
such Participants (see Section 3)) and, if applicable, on the Notice of
Guaranteed Delivery; and
(ii) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date on a pro rata basis.
Proration. In the event that proration of tendered Shares is required, the
Company will determine the final proration factor as promptly as practicable
after the Expiration Date. Proration for each shareholder tendering Shares
(other than Odd Lot Owners) shall be based on the ratio of the number of Shares
tendered by such shareholder at or below the Purchase Price to the total number
of Shares tendered by all shareholders (other than Odd Lot Owners) at or below
the Purchase Price. This ratio will be applied to shareholders tendering Shares
(other than Odd Lot Owners) to determine the number of Shares that will be
purchased from each such shareholder pursuant to the Offer. Although the Company
does not expect to be able to announce the final results of such proration until
approximately seven business days after the Expiration Date, it will announce
preliminary results of proration by press release as promptly as practicable
after the
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<PAGE> 8
Expiration Date. Shareholders can obtain such preliminary information from the
Information Agent and may be able to obtain such information from their brokers.
As described in Section 14, the number of Shares that the Company will
purchase from a shareholder may affect the United States federal income tax
consequences to the shareholder of such purchase and therefore may be relevant
to a shareholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering shareholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares as of November 15, 1996 and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the Company's shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES
The Company, upon the terms and subject to the conditions of the Offer,
will accept for purchase, without proration, all Shares validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of shareholders who beneficially owned as of the close of business
on November 15, 1996, and continue to beneficially own as of the Expiration
Date, an aggregate of fewer than 100 Shares, including Shares attributable to
individual accounts under the Savings Plan ("Odd Lot Owners"). See Section 1. To
avoid proration, however, an Odd Lot Owner must validly tender at or below the
Purchase Price all such Shares (including Shares attributable to individual
accounts under the Savings Plan) that such Odd Lot Owner beneficially owns;
partial tenders will not qualify for this preference. This preference is not
available to partial tenders or to owners of 100 or more Shares in the aggregate
(including Shares attributable to individual accounts under the Savings Plan),
even if such owners have separate stock certificates for fewer than 100 such
Shares. Any Odd Lot Owner wishing to tender all such Shares beneficially owned
by such shareholder pursuant to this Offer must complete the box captioned "Odd
Lots" in the Letter of Transmittal (or, with respect to Participants in the
Savings Plan who are Odd Lot Owners, the Direction Form (as defined below) sent
to such Participants) and, if applicable, on the Notice of Guaranteed Delivery
and must properly indicate in the section entitled "Price (In Dollars) Per Share
At Which Shares Are Being Tendered" in the Letter of Transmittal (or the
Direction Form, if applicable) the price at which such Shares are being
tendered, except that an Odd Lot Owner may check the box in the section entitled
"Odd Lots" indicating that the shareholder is tendering all of such
shareholder's Shares (including Shares attributable to individual accounts under
the Savings Plan) at the Purchase Price. See Section 3. Shareholders owning an
aggregate of less than 100 Shares whose Shares are purchased pursuant to the
Offer will avoid both the payment of brokerage commissions and any applicable
odd lot discounts payable on a sale of their Shares in transactions on a stock
exchange, including the NYSE.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any shareholder who tendered any Shares beneficially
owned at or below the Purchase Price and who, as a result of proration, would
then beneficially own an aggregate of fewer than 100 Shares. If the Company
exercises this right, it will increase the number of Shares that it is offering
to purchase in the Offer by the number of Shares purchased through the exercise
of such right.
3. PROCEDURE FOR TENDERING SHARES
Proper Tender of Shares. For Shares to be validly tendered pursuant to the
Offer:
(i) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry transfer set forth
below), together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required
signature guarantees, and any other documents required by the Letter of
Transmittal, must be received prior to 12:00 Midnight, New York City time,
on the Expiration Date by the Depositary at its address set forth on the
back cover of this Offer to Purchase; or
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<PAGE> 9
(ii) the tendering shareholder must comply with the guaranteed
delivery procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH
SHAREHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST PROPERLY
INDICATE IN THE SECTION CAPTIONED "PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED" IN THE LETTER OF TRANSMITTAL THE PRICE (IN MULTIPLES OF
$.125) AT WHICH SUCH SHAREHOLDER'S SHARES ARE BEING TENDERED, EXCEPT THAT AN ODD
LOT OWNER MAY CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL ENTITLED
"ODD LOTS" INDICATING THAT THE SHAREHOLDER IS TENDERING ALL OF SUCH
SHAREHOLDER'S SHARES AT THE PURCHASE PRICE. SHAREHOLDERS DESIRING TO TENDER
SHARES AT MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR
EACH PRICE AT WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES
CANNOT BE TENDERED (UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE
TERMS OF THE OFFER) AT MORE THAN ONE PRICE. IN ORDER TO VALIDLY TENDER SHARES,
ONE AND ONLY ONE PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH
LETTER OF TRANSMITTAL.
In addition, Odd Lot Owners who tender all Shares must complete the section
entitled "Odd Lots" on the Letter of Transmittal (or, in the case of Savings
Plan Participants holding Odd Lots, the Direction Form sent to such Participants
(see Savings Plan, below)) and, if applicable, on the Notice of Guaranteed
Delivery, in order to qualify for the preferential treatment available to Odd
Lot Owners as set forth in Section 2.
Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal if (i) the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this
Section, includes any participant in The Depository Trust Company or the
Philadelphia Depository Trust Company (the "Book-Entry Transfer Facilities")
whose name appears on a security position listing as the holder of the Shares)
tendered therewith and payment and delivery are to be made directly to such
registered holder, or (ii) if Shares are tendered for the account of a firm or
other entity that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). In this regard see
Section 5 for information with respect to applicable stock transfer taxes. In
all other cases, all signatures on the Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a
certificate representing Shares is registered in the name of a person other than
the signer of a Letter of Transmittal, or if payment is to be made, or Shares
not purchased or tendered are to be issued, to a person other than the
registered holder, the certificate must be endorsed or accompanied by an
appropriate stock power, in either case signed exactly as the name of the
registered holder appears on the certificate, with the signature on the
certificate or stock power guaranteed by an Eligible Institution. In all cases,
payment for Shares tendered and accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of certificates for such
Shares (or a timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at one of the Book-Entry Transfer Facilities as
described below), a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any other documents required by the
Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at each of the Book-Entry Transfer Facilities for purposes of the
Offer within two business days after the date of this Offer to Purchase. Any
financial institution that is a participant in a Book-Entry Transfer Facility's
system may make book-entry delivery of the Shares by causing such facility to
transfer such Shares into the Depositary's account in accordance with such
facility's procedure for such transfer. Even though delivery of Shares may be
effected through book-entry transfer into the Depositary's account at one of the
Book-Entry Transfer Facilities, a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof), with any required signature
guarantees and other required documents must, in any case, be transmitted to and
received
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<PAGE> 10
by the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase prior to the Expiration Date, or the guaranteed delivery
procedure set forth below must be followed. DELIVERY OF THE LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or time will not permit all
required documents to reach the Depositary before the Expiration Date, such
Shares may nevertheless be tendered provided that all of the following
conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) the Depositary receives (by hand, mail, overnight courier,
telegram or facsimile transmission), on or prior to the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Company has provided with this Offer to
Purchase (indicating the price at which the Shares are being tendered),
including (where required) a signature guarantee by an Eligible Institution
in the form set forth in such Notice of Guaranteed Delivery; and
(iii) the certificates for all tendered Shares in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities),
together with a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) and any required signature
guarantees or other documents required by the Letter of Transmittal, are
received by the Depositary no later than 5:00 p.m., New York City time, on
the third NYSE trading day after the date the Depositary receives such
Notice of Guaranteed Delivery.
If any tendered Shares are not purchased, or if less than all Shares
evidenced by a shareholder's certificates are tendered, certificates for
unpurchased Shares will be returned as promptly as practicable after the
expiration or termination of the Offer or, in the case of Shares tendered by
book-entry transfer at a Book-Entry Transfer Facility, such Shares will be
credited to the appropriate account maintained by the tendering shareholder at
the appropriate Book-Entry Transfer Facility, in each case without expense to
such shareholder.
Backup Federal Income Tax Withholding. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies under penalties of
perjury that such number is correct. Therefore, each tendering shareholder
should complete and sign the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification necessary to
avoid backup withholding, unless such shareholder otherwise establishes to the
satisfaction of the Depositary that the shareholder is not subject to backup
withholding. Certain shareholders (including, among others, all corporations and
certain foreign shareholders (in addition to foreign corporations)) are not
subject to these backup withholding and reporting requirements. In order for a
foreign shareholder to qualify as an exempt recipient, that shareholder must
submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of
perjury, attesting to that shareholder's exempt status. Such statements can be
obtained from the Depositary. See Instructions 10 and 11 of the Letter of
Transmittal.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL.
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For a discussion of certain United States federal income tax consequences
to tendering shareholders, see Section 14.
Withholding For Foreign Shareholders. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign shareholder or his or her agent unless the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the United States. For this purpose, a foreign shareholder is any
shareholder that is not (i) a citizen or resident of the United States, (ii) a
corporation, partnership, or other entity created or organized in or under the
laws of the United States, any State or any political subdivision thereof or
(iii) an estate or trust the income of which is subject to United States federal
income taxation regardless of the source of such income. In order to obtain a
reduced rate of withholding pursuant to a tax treaty, a foreign shareholder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the Offer are effectively connected
with the conduct of a trade or business within the United States, a foreign
shareholder must deliver to the Depositary a properly completed and executed IRS
Form 4224. The Depositary will determine a shareholder's status as a foreign
shareholder and eligibility for a reduced rate of, or exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate
that such reliance is not warranted. A foreign shareholder may be eligible to
obtain a refund of all or a portion of any tax withheld if such shareholder
meets the "complete redemption", "substantially disproportionate" or "not
essentially equivalent to a dividend" test described in Section 14 or is
otherwise able to establish that no tax or a reduced amount of tax is due.
Backup withholding generally will not apply to amounts subject to the 30% or a
treaty-reduced rate of withholding. Foreign shareholders are urged to consult
their own tax advisors regarding the application of United States federal income
tax withholding, including eligibility for a withholding tax reduction or
exemption, and the refund procedure. See Instructions 10 and 11 of the Letter of
Transmittal.
Savings Plan. As of November 13, 1996, the Savings Plan held 135,692
Shares, all of which were held in the Company Stock Fund under the Savings Plan.
Interests in the Company Stock Fund are credited to the individual accounts of
the Savings Plan participants, beneficiaries of deceased participants and
alternate payees pursuant to qualified domestic relations orders (collectively
referred to as "Participants"). Such Shares will, subject to the limitations of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
applicable regulations thereunder, be tendered (or not tendered) by the Trustee,
as trustee of the Savings Plan, according to the instructions of Participants to
the Plan Administrative Committee and the Trustee. Shares for which the Plan
Administrative Committee and the Trustee have not received timely instructions
from Participants will not be tendered by the Trustee, in accordance with the
terms of the Savings Plan and the applicable trust agreements. The Trustee will
make available to Participants whose individual accounts are credited with
Shares all documents furnished to shareholders generally in connection with the
Offer. Each such Participant will also receive a form (the "Direction Form")
upon which the Participant may instruct the Plan Administrative Committee and
the Trustee regarding the Offer. Each Participant may direct that all, some or
none of the Shares attributable to such Participant's account under the Savings
Plan be tendered and the price at which such Shares are to be tendered. All of
the Shares of any Participant whose individual account is credited with less
than 100 Shares and tenders all of such Shares in accordance with Section 2
hereof will be purchased by the Company without proration. See Section 2. The
Company will also provide additional information in a separate letter with
respect to the application of the Offer to Participants in the Savings Plan.
PARTICIPANTS IN THE SAVINGS PLAN MAY NOT USE THE LETTER OF TRANSMITTAL TO DIRECT
THE TENDER OF THE SHARES ATTRIBUTABLE TO THEIR INDIVIDUAL ACCOUNTS, BUT MUST USE
THE DIRECTION FORM SENT TO THEM. PARTICIPANTS IN THE SAVINGS PLAN ARE URGED TO
READ THE DIRECTION FORM AND RELATED MATERIALS CAREFULLY. All proceeds received
by the Trustee on account of Shares purchased from the Savings Plan will be
reinvested in the Savings Plan's Mixed Investment Fund as soon as
administratively possible and such investment will be credited to the plan
Participant's individual account. After the reinvestment is complete,
participants may have the proceeds of the sale of Shares that were reinvested in
the Savings Plan's Mixed Investment Fund
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redirected to other investment funds within the Savings Plan by calling the
Savings Plan hotline at 1-800-386-4352.
Tendering Shareholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person
acting alone or in concert with others, directly or indirectly, to tender Shares
for such person's own account unless at the time of tender and at the Expiration
Date such person has a "net long position" equal to or greater than the amount
tendered in (a) the Shares and will deliver or cause to be delivered such Shares
for the purpose of tender to the Company within the period specified in the
Offer, or (b) other securities immediately convertible into, exercisable for or
exchangeable into Shares ("Equivalent Securities") and, upon the acceptance of
such tender, will acquire such Shares by conversion, exchange or exercise of
such Equivalent Securities to the extent required by the terms of the Offer and
will deliver or cause to be delivered such Shares so acquired for the purpose of
tender to the Company within the period specified in the Offer. Rule 14e-4 also
provides a similar restriction applicable to the tender or guarantee of a tender
on behalf of another person. A tender of Shares made pursuant to any method of
delivery set forth herein will constitute the tendering shareholder's
representation and warranty to the Company that (a) such shareholder has a "net
long position" in Shares or Equivalent Securities being tendered within the
meaning of Rule 14e-4, and (b) such tender of Shares complies with Rule 14e-4.
The Company's acceptance for payment of Shares tendered pursuant to the Offer
will constitute a binding agreement between the tendering shareholder and the
Company upon the terms and subject to the conditions of the Offer.
Determinations of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders it determines not to be in
proper form or the acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or any particular shareholder. No tender of
Shares will be deemed to be properly made until all defects or irregularities
have been cured or waived. None of the Company, the Dealer Manager, the
Depositary, the Information Agent or any other person is or will be obligated to
give notice of any defects or irregularities in tenders, and none of them will
incur any liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.
4. WITHDRAWAL RIGHTS
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless accepted for
payment by the Company as provided in this Offer to Purchase, may also be
withdrawn after 12:00 Midnight, New York City Time, on Thursday, January 16,
1997.
For a withdrawal to be effective, the Depositary must receive (at its
address set forth on the back cover of this Offer to Purchase) a notice of
withdrawal in written, telegraphic or facsimile transmission form on a timely
basis. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares tendered, the number
of Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares. If the certificates have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering shareholder must also submit the serial
numbers shown on the particular certificates evidencing the Shares and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for
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<PAGE> 13
book-entry transfer set forth in Section 3, the notice of withdrawal must
specify the name and the number of the account at the applicable Book-Entry
Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with the procedures of such facility. All questions as to the form and validity,
including time of receipt, of notices of withdrawal will be determined by the
Company, in its sole discretion, which determination shall be final and binding
on all parties. None of the Company, the Dealer Manager, the Depositary, the
Information Agent or any other person is or will be obligated to give any notice
of any defects or irregularities in any notice of withdrawal, and none of them
will incur any liability for failure to give any such notice. Withdrawals may
not be rescinded, and any Shares properly withdrawn will thereafter be deemed
not tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered before the Expiration Date by again following any of the procedures
described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or
is unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and such
Shares may not be withdrawn except to the extent tendering shareholders are
entitled to withdrawal rights as described in this Section 4.
Participants in the Savings Plan should disregard the foregoing procedures
with respect to Shares attributable to their individual accounts in the Savings
Plan and should follow the procedures for withdrawal included in the letter
furnished to such participants by the Company.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders, and will accept for payment and pay for (and thereby purchase)
Shares validly tendered at or below the Purchase Price and not withdrawn as soon
as practicable after the Expiration Date. For purposes of the Offer, the Company
will be deemed to have accepted for payment (and therefore purchased), subject
to proration, Shares that are validly tendered at or below the Purchase Price
and not withdrawn when, as and if it gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely confirmation of a book-entry transfer of
such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other required documents.
Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering shareholders. In the
event of proration, the Company will determine the proration factor and pay for
those tendered Shares accepted for payment as soon as practicable after the
Expiration Date. However, the Company does not expect to be able to announce the
final results of any such proration until approximately seven business days
after the Expiration Date. Under no circumstances will the Company pay interest
on the Purchase Price including, without limitation, by reason of any delay in
making payment. Certificates for all Shares not purchased, including all Shares
tendered at prices greater than the Purchase Price and Shares not purchased due
to proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with one of the
Book-Entry Transfer Facilities by the participant who so delivered such Shares)
as promptly as practicable following the Expiration Date or termination of the
Offer without expense to the tendering shareholder. In addition, if certain
events occur, the Company may not be obligated to purchase Shares pursuant to
the Offer. See Section 6.
13
<PAGE> 14
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of all stock transfer taxes, if any (whether imposed on
the registered holder or such other person), payable on account of the transfer
to such person will be deducted from the Purchase Price unless evidence
satisfactory to the Company of the payment of such taxes or exemption therefrom
is submitted. See Instruction 7 of the Letter of Transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN
AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF
TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF
31% OF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO
THE OFFER. SEE SECTION 3. ALSO SEE SECTION 3 REGARDING FEDERAL INCOME TAX
CONSEQUENCES FOR FOREIGN SHAREHOLDERS.
6. CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
promulgated under the Exchange Act, if at any time on or after November 18, 1996
and prior to the Expiration Date, any of the following events shall have
occurred (or shall have been determined by the Company to have occurred) that,
in the Company's judgment in any such case and regardless of the circumstances
giving rise thereto (including any action or omission to act by the Company),
makes it inadvisable to proceed with the Offer or with such acceptance for
payment or payment:
(a) there shall have been threatened, instituted or be pending before
any court, agency, authority or other tribunal any action, suit or
proceeding by any government or governmental, regulatory or administrative
agency or authority or by any other person, domestic or foreign, or any
judgment, order or injunction entered, enforced or deemed applicable by any
such court, authority, agency or tribunal, which (i) challenges or seeks to
make illegal, or to delay or otherwise directly or indirectly to restrain,
prohibit or otherwise affect the making of the Offer, the acquisition of
Shares pursuant to the Offer or is otherwise related in any manner to, or
otherwise affects, the Offer; or (ii) could, in the sole judgment of the
Company, materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries, taken
as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company and its subsidiaries, taken
as a whole, or materially impair the Offer's contemplated benefits to the
Company; or
(b) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Company or any of its subsidiaries, by any
government or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which, in the sole judgment of the
Company, would or might directly or indirectly result in any of the
consequences referred to in clause (i) or (ii) of paragraph (a) above; or
(c) there shall have occurred (i) the declaration of any banking
moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory); (ii) any general suspension of trading
in, or limitation on prices for, securities on any United States national
securities exchange or in the over-the-counter market; (iii) the
commencement of a war, armed hostilities or any other national or
international crisis directly or indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event which, in
the sole judgment of the Company might materially affect, the extension of
credit by banks or other lending institutions in the United States; (v) any
significant decrease in the market price of the Shares or in the market
prices of equity securities generally in the United States or any change in
the general political, market, economic or financial conditions in the
United States or abroad that could have in the sole judgment of the Company
a material adverse effect on the business, condition (financial
14
<PAGE> 15
or otherwise), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or on the trading in the Shares or on the
proposed financing of the Offer; (vi) in the case of any of the foregoing
existing at the time of the announcement of the Offer, a material
acceleration or worsening thereof; or (vii) any decline in either the Dow
Jones Industrial Average or the S&P 500 Composite Index by an amount in
excess of 10% measured from the close of business on November 15, 1996; or
(d) any change shall occur or be threatened in the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, which in the sole judgment of the
Company is or may be material to the Company and its subsidiaries taken as
a whole; or
(e) it shall have been publicly disclosed or the Company shall have
learned that (i) any person or "group" (within the meaning of Section
13(d)(3) of the Exchange Act) has acquired or proposes to acquire
beneficial ownership of more than 5% of the outstanding Shares whether
through the acquisition of stock, the formation of a group, the grant of
any option or right, or otherwise (other than as disclosed in a Schedule
13D or 13G on file with the Commission on November 14, 1996) or (ii) any
such person or group that on or prior to November 14, 1996 had filed such a
Schedule with the Commission thereafter shall have acquired or shall
propose to acquire whether through the acquisition of stock, the formation
of a group, the grant of any option or right, or otherwise, beneficial
ownership of additional Shares representing 2% or more of the outstanding
Shares; or
(f) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
reflecting an intent to acquire the Company or any of its Shares.
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time. In certain circumstances, if the Company waives any
of the foregoing conditions, it may be required to extend the Expiration Date of
the Offer. Any determination by the Company concerning the events described
above and any related judgment or decision by the Company regarding the
inadvisability of proceeding with the purchase of or payment for any Shares
tendered will be final and binding on all parties.
15
<PAGE> 16
7. PRICE RANGE OF SHARES; DIVIDENDS
The Shares are listed and principally traded on the NYSE. The high and low
closing sales prices per Share on the NYSE Composite Tape as compiled from
published financial sources and the quarterly cash dividends paid per Share for
the periods indicated are listed below:
<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
------- ------ ---------
<S> <C> <C> <C>
1994:
1st Quarter........................................... $10.125 $7.625 $ .0125
2nd Quarter........................................... 8.875 7.75 .0125
3rd Quarter........................................... 8.50 7.50 .0125
4th Quarter........................................... 9.875 7.625 .0125
1995:
1st Quarter........................................... $ 9.75 $6.625 $ .0125
2nd Quarter........................................... 8.125 6.875 .0125
3rd Quarter........................................... 7.625 6.25 .0125
4th Quarter........................................... 6.875 4.625 .0125
1996:
1st Quarter........................................... $ 6.50 $ 4.75 $ .0125
2nd Quarter........................................... 6.75 5.125 .0125
3rd Quarter........................................... 7.625 6.00 .0125(1)
4th Quarter (through November 14, 1996)............... 7.625 7.00 --
</TABLE>
- ---------------
(1) Dividend declared on October 22, 1996, payable on November 19, 1996, to
holders of record of Shares on November 5, 1996, including holders of record
tendering Shares in the Offer.
The closing per Share sales price as reported on the NYSE Composite Tape on
November 14, 1996 was $7.125. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT
QUOTATIONS OF THE MARKET PRICE OF THE SHARES.
At a meeting of the Board of Directors of the Company held on October 22,
1996, the Board of Directors declared a regular quarterly dividend of $.0125 per
Share payable on November 19, 1996 to shareholders of record on November 5,
1996. Since the Expiration Date will occur after November 19, 1996, holders of
record on November 5, 1996 of Shares tendered in the Offer will be entitled to
receive such dividend to be paid to shareholders of record as of such date
regardless of whether such Shares are tendered pursuant to the Offer prior to,
on or after November 19, 1996.
8. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The following discussion contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ materially from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, the matters discussed
below as well as the factors described in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1995 and the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996.
The Company is making the Offer to (i) realign the Company's capital
structure for the benefit of its shareholders and (ii) afford to those
shareholders who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient cash
flow and access to other sources of capital to fund its growth initiatives,
including expanding its business operations.
The Board of Directors believes that, given the Company's business, assets
and prospects, the purchase of the Shares pursuant to the Offer is an attractive
investment that will benefit the Company and its remaining shareholders. The
Offer provides shareholders who are considering a sale of all or a portion of
their Shares the opportunity to determine the price or prices (not greater than
$8.50 nor less than $7.00 per Share) at which
16
<PAGE> 17
they are willing to sell their Shares and, if any such Shares are purchased
pursuant to the Offer, to sell those Shares for cash to the Company without the
usual costs associated with a market sale. The Offer would also allow Odd Lot
Owners whose Shares are purchased pursuant to the Offer to avoid both the
payment of brokerage commissions and any applicable odd lot discounts payable on
sales of odd lots on a securities exchange. To the extent the purchase of Shares
in the Offer results in a reduction in the number of shareholders of record, the
costs to the Company for services to shareholders should be reduced. The Offer
also allows shareholders to sell a portion of their Shares while retaining a
continuing equity interest in the Company if they so desire. Shareholders who
determine not to accept the Offer will increase their proportionate interest in
the Company's equity, and therefore in the Company's future earnings and assets,
subject to the Company's right to issue additional Shares and other equity
securities in the future.
The Board of Directors has determined that the Company's financial
condition and outlook and current market conditions, including recent trading
prices of the Shares, make this an attractive time to repurchase a significant
portion of the outstanding Shares, taking into account the increased interest
expense and debt amortization and financial and operating constraints associated
with the borrowing required to fund the Offer. In the view of the Board of
Directors, the Offer represents an attractive investment and use of the
Company's cash generation abilities that should benefit the Company and its
shareholders over the long term. In particular, the Board of Directors believes
that the purchase of Shares at this time is consistent with the Company's long
term corporate goal of seeking to increase shareholder value.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES AND NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS
AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. THE COMPANY HAS BEEN
ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY
SHARES PURSUANT TO THE OFFER.
As of November 14, 1996, no person was known by the Company to be the
beneficial owner of more than 5% of the outstanding Shares, except that David L.
Babson & Co., Inc. ("Babson") has filed a Schedule 13G with the Company
indicating that Babson beneficially owns more than 5% of the outstanding Shares.
The Company understands from publicly available reports to the Commission that
Babson may beneficially own 2,371,500 outstanding Shares or approximately 8.2%
(7.3% assuming the exercise of all outstanding Options) of the outstanding
Shares. The Company further understands from publicly available reports to the
Commission that Heartland Advisors, Inc. ("Heartland") may beneficially own
1,746,700 outstanding Shares or 6.1% (5.3% assuming the exercise of all
outstanding Options) of the outstanding Shares. If the Company purchases
4,500,000 Shares pursuant to the Offer, assuming no Babson or Heartland Shares
are tendered in the Offer, Shares beneficially owned by Babson and Heartland
would represent 9.8% and 7.2%, respectively, of the outstanding Shares (8.4% and
6.2%, respectively, assuming the exercise of all outstanding Options).
The Company may in the future purchase Shares in the open market, in
private transactions, through tender offers or otherwise. However, Rule 13e-4
under the Exchange Act prohibits the Company from making any purchases of Shares
until 10 business days after the Expiration Date, other than pursuant to the
Offer. Any Share purchases the Company may choose to make may be on the same
terms as, or on terms more or less favorable to shareholders than, the terms of
the Offer. Any possible future purchases by the Company will depend on numerous
factors, including the market price of the Shares, the results of the Offer, the
Company's business and financial condition and general economic and market
conditions.
17
<PAGE> 18
Shares the Company acquires pursuant to the Offer will be retained as
treasury stock (unless and until the Company determines to retire such Shares)
and be available for issue without further shareholder action (except as
required by applicable law or, if retired, the rules of any securities exchange
on which Shares are listed) for purposes including, but not limited to, the
acquisition of other businesses, raising of additional capital for use in the
Company's businesses, and satisfaction of obligations under existing or future
employee benefit plans. The Company has no current plan for issuance of Shares
repurchased pursuant to the Offer.
Except as disclosed in this Offer to Purchase, the Company currently has no
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any or all of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (f)
any other material change in the Company's corporate structure or business; (g)
any material change in the Company's Certificate of Incorporation or By-Laws or
any actions which may impede the acquisition of control of the Company by any
person; (h) a class of equity security of the Company being delisted from a
national securities exchange; (i) a class of equity security of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) the suspension of the Company's obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES
As of November 14, 1996, there were 28,759,494 Shares outstanding. As of
November 14, 1996, there were 3,934,855 Shares issuable upon the exercise of all
outstanding Options. As of November 14, 1996, the Company's directors and
executive officers as a group (17 persons) beneficially owned 2,714,942 Shares
(including 2,141,375 Shares issuable upon the exercise of Options exercisable
within 60 days of such date), which constituted approximately 8.8% of the
outstanding Shares (including Shares issuable if Options held by the Company's
directors and executive officers exercisable within 60 days of such date were
exercised) at such time. If the Company purchases 4,500,000 Shares pursuant to
the Offer (approximately 15.6% of the outstanding Shares as of November 14,
1996) and no director or executive officer tenders Shares pursuant to the Offer
(as is intended by the directors and executive officers), then after the
purchase of Shares pursuant to the Offer, the Company's directors and executive
officers as a group would beneficially own approximately 10.3% of the
outstanding Shares (including Shares issuable if Options held by the Company's
directors and executive officers exercisable within 60 days of such date were
exercised). As of November 14, 1996, no director or executive officer had
beneficial ownership of more than 1% of the outstanding Shares, except Jack R.
Daugherty, Chairman and Chief Executive Officer of the Company, Daniel R.
Feehan, President and Chief Operating Officer of the Company, and Carl P.
Motheral, a Director of the Company, whose beneficial ownership was
approximately 3.3%, 1.6% and 1.4%, respectively, of the outstanding Shares
(including Shares issuable if Options held by the Company's directors and
executive officers exercisable within sixty days of such date were exercised).
If the Company purchases 4,500,000 Shares pursuant to the Offer, assuming no
Shares beneficially owned by Messrs. Daugherty, Feehan or Motheral are tendered
in the Offer (as is intended by Messrs. Daugherty, Feehan and Motheral), Shares
beneficially owned by Messrs. Daugherty, Feehan and Motheral would represent
approximately 3.9%, 1.9% and 1.7%, respectively, of the outstanding Shares
(including Shares issuable if Options held by the Company's directors and
executive officers exercisable within 60 days of such date were exercised).
Except as set forth in Section 8 hereof or in Schedule I hereto, based on
the Company's records and information provided to the Company by its directors,
executive officers, associates and subsidiaries, neither the Company nor any of
its associates or subsidiaries or persons controlling the Company nor, to the
best of the Company's knowledge, any of the directors or executive officers of
the Company or any of its subsidiaries, nor any associates or subsidiaries of
any of the foregoing, has effected any transactions in the Shares during the 40
business days prior to the date hereof.
18
<PAGE> 19
Except as set forth in this Offer to Purchase, neither the Company or any
person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to the Offer with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations).
10. SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases 4,500,000 Shares pursuant to the Offer
at the maximum specified purchase price of $8.50 per Share, the Company expects
the maximum aggregate cost, including all fees and expenses applicable to the
Offer, to be approximately $38,750,000. The Company anticipates that the funds
necessary to pay such amounts will be provided by the Company's cash and
borrowings under the existing credit facilities of the Company.
The Company intends to fund the Offer through unsecured borrowings under
its Amended and Restated Senior Revolving Credit Facility Agreement, dated as of
June 19, 1996 (the "Credit Agreement"), among the Company and certain financial
institutions, as lenders, and NationsBank of Texas, N.A. ("NationsBank"), as
administrative agent. Pursuant to the Credit Agreement, the Company has a $125
million revolving credit facility (the "Credit Facility"), subject to reduction
in certain circumstances. Loans made under the Credit Facility bear interest, at
the Company's option, (a) at a rate equal to the sum of the applicable margin
and the London inter-bank offered rate ("LIBOR") or (b) at a Base Rate equal to
the greater of (i) the "prime rate" announced or published by NationsBank from
time to time or (ii) the sum of the federal funds rate and 50 basis points. The
applicable margin varies based on certain financial ratios relating to the
Company's financial condition. The final maturity date of any loan under the
Credit Facility is June 30, 2001, unless extended pursuant to the terms of the
Credit Agreement. The Credit Agreement includes representations and warranties,
covenants, events of default and other terms customary to financing of this
type. A copy of the Credit Agreement has been filed with the Commission as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 and is incorporated by reference herein.
The Company expects to repay indebtedness incurred under the Credit
Facility as a result of the Offer through cash flow from operations and/or
future borrowings.
11. CERTAIN INFORMATION ABOUT THE COMPANY
The Company was incorporated in the State of Texas in 1984. The Company is
engaged in acquiring, establishing and operating pawnshops that advance money on
the security of pledged tangible personal property. Pawnshops function as
convenient sources of consumer loans and as sellers primarily of previously-
owned merchandise acquired when customers do not redeem their pawned goods. The
Company contracts for a pawn service charge to compensate it for the amount of
funds advanced. The pawn service charge is typically calculated as a percentage
of the loan amount based on the size and duration of the transaction, in a
manner similar to which interest is charged on a loan, and has generally ranged
from 12% to 240% annually, as provided by applicable state pawnshop laws. The
pledged property is held through the term of the transaction, which, in the
Company's domestic operations, is generally one month with an automatic
sixty-day redemption period unless otherwise earlier repaid, renewed or
extended. A majority of the amounts advanced by the Company are paid in full,
together with accrued service charges, or are renewed or extended through
payment of accrued service charges. For the years 1993, 1994, and 1995, loans
repaid or renewed as a percentage of loans made were 71.7%, 70.7%, and 71.0%
respectively. In the event that borrowers do not redeem their pawned goods, the
unredeemed collateral is forfeited to the Company and then becomes inventory
available for sale.
Historical Financial Information. The following table sets forth summary
certain historical consolidated financial information of the Company and its
subsidiaries. The historical financial information for fiscal years 1994 and
1995 (other than the ratios of earnings to fixed charges) has been derived from,
and should be read
19
<PAGE> 20
in conjunction with, the audited consolidated financial statements of the
Company as reported in the Company's Annual Reports on Form 10-K for the fiscal
years ended December 31, 1995 and December 31, 1994 and is hereby incorporated
herein by reference. In addition, the historical financial information for the
nine months ended September 30, 1996 is unaudited. Such historical financial
information for fiscal year 1996 was set forth in the Company's Quarterly Report
on Form 10-Q for the quarter and nine months ended September 30, 1996 and is
hereby incorporated herein by reference. The summary historical financial
information should be read in conjunction with, and is qualified in its entirety
by reference to, the audited and unaudited financial statements and the related
notes thereto from which it has been derived. Copies of reports may be inspected
or obtained from the Commission in the manner specified in "-- Additional
Information" below.
20
<PAGE> 21
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
UNAUDITED
NINE MONTHS YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
--------------------- ---------------------
1996 1995 1995 1994
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE
DATA)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net revenues.................................... $117,063 $108,219 $151,872 $135,851
Income before cumulative effect of change in
accounting principle.......................... 9,443 7,377 12,849 15,498
Cumulative effect on prior years of change in
accounting principle.......................... -- (19,772) (19,772) --
------- -------- -------- -------
Net (loss) income............................... 9,443 (12,395) (6,923) 15,498
Net income per common share (fully diluted)..... $ .33 $ (.43) $ (.24) $ .53
Weighted average number of common shares........ 28,971 28,914 28,863 29,269
Ratio of earnings to fixed charges(1)........... 2.41x 2.06x 2.36x 3.51x
BALANCE SHEET DATA:
Total assets.................................... $321,796 $321,860 $315,178 $324,257
Working capital................................. 167,206 168,305 162,604 168,209
Long-term debt.................................. 116,403 135,738 123,462 119,796
Stockholders' equity............................ 183,828 171,592 176,023 183,434
Book value per common share..................... $ 6.39 $ 5.97 $ 6.12 $ 6.45
</TABLE>
- ---------------
(1) The ratio of earnings to fixed charges was computed by dividing pre-tax
income before fixed charges by fixed charges. Earnings consist of pre-tax
income to which fixed charges have been added. Fixed charges consist of
interest and debt expense and one-third rent expense, which approximates the
interest factor.
Pro Forma Financial Information. The following summary unaudited
consolidated pro forma financial information gives effect to the purchase of
Shares pursuant to the Offer, based on certain assumptions described in the
Notes to Summary Unaudited Consolidated Pro Forma Financial Information and
gives effect to the purchase of Shares pursuant to the Offer as if it had
occurred on January 1, 1995. The pro forma financial information should be read
in conjunction with the historical consolidated financial information
incorporated herein by reference and does not purport to be indicative of the
results that would actually have been obtained, or that may be obtained in the
future, had the purchase of the Shares pursuant to the Offer been completed at
the dates indicated.
21
<PAGE> 22
SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED SEPTEMBER 30, 1996 DECEMBER 31, 1995
--------------------------------- ----------------------------------
PRO FORMA PRO FORMA
--------------------- ---------------------
ASSUMED ASSUMED ASSUMED ASSUMED
$7.00 $8.50 $7.00 $8.50
PER SHARE PER SHARE PER SHARE PER SHARE
UNAUDITED PURCHASE PURCHASE PURCHASE PURCHASE
HISTORICAL PRICE PRICE HISTORICAL PRICE PRICE
--------- --------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT FOR RATIOS AND PER SHARE DATA)
INCOME STATEMENT DATA:
Net revenues....................... $ 117,063 $ 117,063 $ 117,063 $ 151,872 $ 151,872 $ 151,872
Income before cumulative effect of
change in accounting principle... 9,443 8,519 8,324 12,849 11,445 11,150
Cumulative effect on prior years of
change in accounting principle... -- -- -- (19,772) (19,772) (19,772)
Net (loss) income.................. 9,443 8,519 8,324 (6,923) (8,327) (8,622)
Net income per common share (fully
diluted)......................... $ .33 $ .35 $ .34 $ (.24) $ (.34) $ (.35)
Weighted average number of common
shares........................... 28,971 24,471 24,471 28,863 24,363 24,363
Ratio of earnings to fixed
charges.......................... 2.41x 2.11x 2.05x 2.36x 2.04x 1.99x
BALANCE SHEET DATA:
Total assets....................... $ 321,796 $ 320,872 $ 320,677 $ 315,178 $ 313,774 $ 313,479
Working capital.................... 167,206 166,282 166,087 162,604 161,200 160,905
Long-term debt..................... 116,403 148,403 155,153 123,462 155,462 162,212
Stockholders' equity............... 183,828 150,904 143,959 176,023 142,619 135,574
Book value per common share........ $ 6.39 $ 6.22 $ 5.93 $ 6.12 $ 5.88 $ 5.59
</TABLE>
The following assumptions regarding the Offer were made in arriving at the
pro forma financial information:
(1) The information assumes 4,500,000 Shares are repurchased at a $7.00 per
Share price and a $8.50 per Share price, respectively. The repurchase was
assumed to be financed by the Company's cash and borrowings under the Credit
Facility.
(2) Interest expense was increased for the periods presented for the additional
long-term debt assumed to be used to finance the repurchase of Shares as of
January 1, 1995. The assumed rate on the additional borrowings was 6.6% for
the 1996 pro forma information and 7.3% for the 1995 pro forma information.
(3) Income taxes on the increased interest expense were computed at an assumed
marginal rate of 41.42% for 1996 and 39.84% for 1995.
(4) Expenses directly related to the Offer are assumed to be $500,000 and are
charged against stockholders' equity.
(5) The ratio of earnings to fixed charges was computed by dividing pre-tax
income before fixed charges by fixed charges. Earnings consist of pre-tax
income to which fixed charges have been added. Fixed charges consist of
interest and debt expense and one-third rent expense, which approximates the
interest factor.
Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports and other information with the Commission relating to its business,
financial condition and other matters. Information, as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interest of such persons in transactions with the Company is required
to be disclosed in proxy statements distributed to the Company's shareholders
and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 2120, Washington,
D.C. 20549; at its regional offices located at 500 West Madison Street, Suite
1400, Chicago,
22
<PAGE> 23
Illinois 60661-2511; and 7 World Trade Center, New York, New York 10048. Copies
of such material may also be obtained by mail, upon payment of the Commission's
customary charges, from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. The Commission
also maintains a Web site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. Such
reports, proxy statements and other information concerning the Company also can
be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005, on which the Shares are listed.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of shareholders. Nonetheless, the Company believes that there will still
be a sufficient number of Shares outstanding and publicly traded following the
Offer to ensure a continued trading market in the Shares. Based on the published
guidelines of the NYSE, the Company does not believe that its purchase of Shares
pursuant to the Offer will cause its remaining Shares to be delisted from such
exchange.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the purchase of Shares pursuant to the Offer, the Shares will continue
to be "margin securities" for purposes of the Federal Reserve Board's margin
regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
The Company is not aware of any license or regulatory permit material to
its business that might be adversely affected by its acquisition of Shares as
contemplated in the Offer or of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic or
foreign, that would be required for the Company's acquisition or ownership of
Shares as contemplated by the Offer. Should any such approval or other action be
required, the Company currently contemplates that it will seek such approval or
other action. The Company cannot predict whether it may determine that it is
required to delay the acceptance for payment of, or payment for, Shares tendered
pursuant to the Offer pending the outcome of any such matter. There can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that the failure to
obtain any such approval or other action might not result in adverse
consequences to the Company's business. The Company's obligations under the
Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.
The consent of certain financial institutions under credit agreements with
the Company was required to permit the making of the Offer; such consents were
obtained prior to the date hereof.
14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed Treasury regulations promulgated thereunder,
rulings, administrative pronouncements and judicial decisions, changes to which
could materially affect the tax consequences described herein and could be made
on a retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular shareholders in light
23
<PAGE> 24
of their personal circumstances, or to certain types of shareholders (such as
certain financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position in
a "straddle" or as a part of a "hedging" or "conversion" transaction for United
States federal income tax purposes). In particular, the discussion of the
consequences of an exchange of Shares for cash pursuant to the Offer applies
only to a United States Holder. For purposes of this summary, a "United States
Holder" is a holder of Shares that is (a) a citizen or resident of the United
States, (b) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof, or (c) an estate or trust the income of which is subject to United
States federal income taxation regardless of its source. This discussion does
not address the tax consequences to foreign shareholders who will be subject to
United States federal income tax on a net basis on the proceeds of their
exchange of Shares pursuant to the Offer because such income is effectively
connected with the conduct of a trade or business within the United States. Such
shareholders are generally taxed in a manner similar to United States Holders;
however, certain special rules apply. Foreign shareholders who are not subject
to United States federal income tax on a net basis should see Section 3 for a
discussion of the applicable United States withholding rules and the potential
for obtaining a refund of all or a portion of the tax withheld. The summary may
not be applicable with respect to Shares acquired as compensation (including
Shares acquired upon the exercise of options or which were or are subject to
forfeiture restrictions). The summary also does not address the state, local or
foreign tax consequences of participating in the Offer. Each Shareholder should
consult such Shareholder's tax advisor as to the particular consequences of
participation in the offer.
United States Holders Who Receive Cash Pursuant to the Offer. An exchange
of Shares for cash pursuant to the Offer by a United States Holder will be a
taxable transaction for United States federal income tax purposes. As a
consequence of the exchange, a United States Holder will, depending on such
holder's particular circumstances, be treated either as having sold such
holder's Shares or as having received a dividend distribution from the Company,
with the tax consequences described below.
Under Section 302 of the Code, a United States Holder whose Shares are
exchanged for cash pursuant to the Exchange will be treated as having sold such
holder's Shares, and thus will recognize gain or loss if the exchange (a)
results in a "complete termination" of such holder's equity interest in the
Company, (b) is "substantially disproportionate" with respect to such holder or
(c) is "not essentially equivalent to a dividend" with respect to the holder,
each as discussed below. In applying these tests, a United States Holder will be
treated as owing Shares actually or constructively owned by certain related
individuals and entities.
If a United States Holder sells Shares to persons other than the Company at
or about the time such holder also sells Shares to the Company pursuant to the
Offer, and the various sales effected by the holder are part of an overall plan
to reduce or terminate such holder's proportionate interest in the Company, then
the sales to persons other than the Company may, for United States federal
income tax purposes, be integrated with the holder's sale of Shares pursuant to
the Offer and, if integrated, should be taken into account in determining
whether the holder satisfies any of the three tests described below.
A United States Holder that exchanges all Shares actually or constructively
owned by such holder for cash pursuant to the Offer will be treated as having
completely terminated such holder's equity interest in the Company.
An exchange of Shares for cash will be "substantially disproportionate"
with respect to a United States Holder if the percentage of the then outstanding
Shares actually and constructively owned by such holder immediately after the
exchange is less than 80% of the percentage of the Shares actually and
constructively owned by such holder immediately before the exchange.
A United States Holder will satisfy the "not essentially equivalent to a
dividend" test if the reduction in such holder's proportionate interest in the
Company constitutes a "meaningful reduction" given such holder's particular
facts and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a shareholder whose relative stock
interest in a publicly held corporation is minimal (an interest of less than 1%
should satisfy this requirement) and who exercises no control over corporate
affairs should constitute such a "meaningful reduction."
24
<PAGE> 25
If a United States Holder is treated as having sold such holder's Shares
under the tests described above, such holder will recognize gain or loss equal
to the difference between the amount of cash received and such holder's tax
basis in the Shares exchanged therefor. Any such gain or loss will be capital
gain or loss and will be long-term capital gain or loss if the holding period of
the Shares exceeds one year as of the date of the exchange.
If a United States Holder who exchanges Shares pursuant to the Offer is not
treated under Section 302 as having sold such holder's Shares for cash, the
entire amount of cash received by such holder will be treated as a dividend to
the extent of the Company's current and accumulated earnings and profits, which
the Company anticipates will be sufficient to cover the amount of any such
dividend and will be includible in the holder's gross income as ordinary income
in its entirety, without reduction for the tax basis of the Shares exchanged. No
loss will be recognized. The United States Holder's tax basis in the Shares
exchanged generally will be added to such holder's tax basis in such holder's
remaining Shares. To the extent that cash received in exchange for Shares is
treated as a dividend to a corporate United States Holder, such holder will be
(i) eligible for a dividends-received deduction (subject to applicable
limitations) and (ii) subject to the "extraordinary dividend" provisions of the
Code. To the extent, if any, that the cash received by a United States Holder
exceeds the Company's current and accumulated earnings and profits, it will be
treated first as a tax-free return of such holder's tax basis in the Shares and
thereafter as capital gain.
The Company cannot predict whether or to what extent the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a holder can be given no assurance that a sufficient number of such
holder's Shares will be exchanged pursuant to the Offer to ensure that such
exchange will be treated as a sale, rather than as a dividend, for United States
federal income tax purposes pursuant to the rules discussed above.
Shareholders Who Do Not Receive Cash Pursuant to the Offer. Shareholders
whose Shares are not exchanged pursuant to the Offer will not incur any tax
liability as a result of the consummation of the Offer.
Participants in the Savings Plan may have additional tax considerations.
See the Direction Form and related materials sent under separate cover to such
participants.
See Section 3 with respect to the application of United States federal
income tax withholding to payments made to foreign shareholders and backup
withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER OF THE OFFER, INCLUDING
THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in its sole
discretion, to terminate the Offer and not accept for payment or pay for any
Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
conditions specified in Section 6 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement thereof. Additionally, in certain circumstances, if the Company
waives any of the conditions of the Offer set forth in Section 6, it may be
required to extend the Expiration Date of the Offer. The Company's reservation
of the right to delay payment for Shares that it has accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that the Company must pay the consideration offered or return the Shares
tendered promptly after termination or withdrawal of a tender offer. Subject to
compliance with applicable
25
<PAGE> 26
law, the Company further reserves the right, in its sole discretion, and
regardless of whether any of the events set forth in Section 6 shall have
occurred or shall be deemed by the Company to have occurred, to amend the Offer
in any respect (including, without limitation, by decreasing or increasing the
consideration offered in the Offer to holders of Shares or by decreasing or
increasing the number of Shares being sought in the Offer). Amendments to the
Offer may be made at any time and from time to time effected by public
announcement thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 A.M., New York City time, on the next business day
after the last previously scheduled or announced Expiration Date. Any public
announcement made pursuant to the Offer will be disseminated promptly to
shareholders in a manner reasonably designated to inform shareholders of such
change. Without limiting the manner in which the Company may choose to make any
public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require
that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer
(other than a change in price or a change in percentage of securities sought)
will depend upon the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares, the Company increases or decreases the Dealer
Manager's fee, the Company increases the number of Shares being sought and such
increase in the number of Shares being sought exceeds 2% of the outstanding
Shares, or the Company decreases the number of Shares being sought, and (ii) the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
such increase or decrease is first published, sent or given, the Offer will be
extended until the expiration of such period of ten business days.
16. FEES AND EXPENSES
The Company has retained Bear, Stearns & Co., Inc. ("Bear Stearns") to act
as the Dealer Manager in connection with the Offer. Bear Stearns will receive a
fee of $75,000 for its services as Dealer Manager. The Company also has agreed
to reimburse Bear Stearns for certain expenses incurred in connection with the
Offer, including out-of-pocket expenses and reasonable attorney's fees and
disbursements, and to indemnify Bear Stearns against certain liabilities in
connection with the Offer, including certain liabilities under the federal
securities laws. Bear Stearns has rendered various investment banking and other
advisory services to the Company in the past, for which it has received
customary compensation, and can be expected to render similar services to the
Company in the future. The Company also has retained Kissel-Blake Inc. as
Information Agent and ChaseMellon Shareholder Services, L.L.C. as Depositary in
connection with the Offer. The Information Agent and the Depositary will receive
reasonable and customary compensation for their services. The Company will also
reimburse the Information Agent and the Depositary for out-of-pocket expenses,
including reasonable attorneys' fees, and has agreed to indemnify the
Information Agent and the Depositary against certain liabilities in connection
with the Offer, including certain liabilities under the federal securities laws.
The Dealer Manager and Information Agent may contact shareholders by mail,
telephone, telex, telegraph and personal interviews, and may request brokers,
dealers and other nominee shareholders to forward materials relating to the
Offer to beneficial owners. Neither the Information Agent nor the Depositary has
been retained to make solicitations or recommendations in connection with the
Offer.
The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than the Dealer Manager)
for soliciting any Shares pursuant to the Offer. The Company will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the Offer to the beneficial
owners for which they act as nominees. No such broker, dealer, commercial bank
or trust company has been authorized to act as the Company's agent for
26
<PAGE> 27
purposes of the Offer. The Company will pay (or cause to be paid) any stock
transfer taxes on its purchase of Shares, except as otherwise provided in
Instruction 7 of the Letter of Transmittal.
17. MISCELLANEOUS
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer is being made on the Company's behalf by the Dealer
Manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has
filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to the
Offer. The Schedule 13E-4, including the exhibits and any amendments thereto,
may be examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 11 with respect to information concerning the
Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER
MANAGER.
CASH AMERICA INTERNATIONAL, INC.
November 18, 1996
27
<PAGE> 28
SCHEDULE I
CERTAIN TRANSACTIONS INVOLVING SHARES
Except as set forth below, based upon the Company's records and upon
information provided to the Company by its directors, executive officers,
associates and subsidiaries, neither the Company nor any of its associates or
subsidiaries or persons controlling the Company (of which the Company believes
there are none) nor, to the best of the Company's knowledge, any of the
directors or executive officers of the Company or any of its subsidiaries, nor
any associates or subsidiary of any of the foregoing, has effected any
transactions in the Shares during the 40 business days prior to November 18,
1996.
1. James H. Kauffman, Executive Vice President and Chief Financial Officer
of the Company, purchased 5,000 Shares in an open market transaction on October
22, 1996 at a price of $7.25 per Share.
2. Thomas A. Bessant, Jr., Vice President-Finance and Treasurer of the
Company, purchased 100 shares on October 22, 1996 and 400 Shares on October 23,
1996 in open market transactions, all at a price of $7.125 per Share.
S-1
<PAGE> 29
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for the Shares and any
other required documents should be sent or delivered by each shareholder or such
shareholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address set forth below:
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Delivery Addresses
<TABLE>
<S> <C> <C>
By Hand or By Overnight
By Mail: By Facsimile: Courier:
REORGANIZATION DEPARTMENT (201) 329-8936 REORGANIZATION DEPARTMENT
MIDTOWN STATION CONFIRM BY TELEPHONE: 120 BROADWAY -- 13TH FLOOR
P.O. BOX 798 (201) 296-4209 NEW YORK, NEW YORK 10271
NEW YORK, NEW YORK 10018
</TABLE>
---------------------
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent, at the telephone number and
address below. Shareholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
KISSEL BLAKE INC.
110 Wall Street
New York, New York 10005
TOLL FREE: (800) 554-7733
BANKS & BROKERS CALL: (212) 344-6733
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
CALL TOLL FREE: (888) 557-1524
<PAGE> 1
Letter Of Transmittal
To Tender Shares of Common Stock
of
CASH AMERICA INTERNATIONAL, INC.
Pursuant to the Offer to Purchase Dated November 18, 1996
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
REORGANIZATION DEPARTMENT (201) 329-8936 REORGANIZATION DEPARTMENT
MIDTOWN STATION CONFIRM BY TELEPHONE 120 BROADWAY -- 13TH FLOOR
P.O. BOX 798 (201) 296-4209 NEW YORK, NY 10271
NEW YORK, NY 10018
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT BE FORWARDED TO
THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO
BOOK-ENTRY TRANSFER FACILITIES WILL NOT CONSTITUTE VALID DELIVERY TO THE
DEPOSITARY.
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
("DTC") or the Philadelphia Depository Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below). THIS LETTER OF TRANSMITTAL MAY NOT BE USED FOR TENDERING SHARES
REFLECTING INTERESTS IN THE COMPANY STOCK FUND CREDITED TO ACCOUNTS IN THE
COMPANY'S 401(k) SAVINGS PLAN (THE "SAVINGS PLAN"). SEE INSTRUCTION 14.
Shareholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
<TABLE>
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED(SEE INSTRUCTIONS 3 AND 4)
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S)APPEAR(S) ON (ATTACH ADDITIONAL SIGNED
CERTIFICATE(S) LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
CERTIFICATE SHARES REPRESENTED NUMBER OF SHARES
NUMBER(S) BY CERTIFICATES TENDERED(2)
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
Total Shares
- ---------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event
of
proration.(3) (Attach additional signed list if necessary.) See Instruction 15.
1st: 2nd: 3rd: 4th: 5th:
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Need not be completed by shareholders tendering Shares by book-entry
transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented
by each Share certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary. See Instruction 15.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
[ ] Check here if you cannot locate your certificates and require assistance in
replacing them. Upon receipt of this Letter of Transmittal, the Depositary
will contact you directly with replacement instructions.
<PAGE> 2
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________
Check Applicable Box: [ ] DTC [ ] PDTC
Account No.: _______________________________________
Transaction Code No.: _______________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):_________________________________
Date of Execution of Notice of Guaranteed Delivery: _____________
Name of Institution that Guaranteed Delivery: ___________________
If delivery is by book-entry transfer:
Name of Tendering Institution: _________________________________
Account No. at [ ] DTC [ ] PDTC
Transaction Code No.: _______________________
<PAGE> 3
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Cash America International, Inc., a Texas
corporation (the "Company"), the above-described shares of its common stock, par
value $0.10 per share (the "Shares"), at the price per share indicated in this
Letter of Transmittal, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated November 18, 1996 (the
"Offer to Purchase"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(i) deliver certificates for such Shares, or transfer ownership of
such Shares on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company
upon receipt by the Depositary, as the undersigned's agent, of the Purchase
Price (as defined below) with respect to such Shares;
(ii) present certificates for such Shares for cancellation and
transfer on the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares, all in accordance with the terms of
the Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by, and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer, this
tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and warranty
to the Company that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The names and addresses of the registered holders should be printed, if
they are not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, the number of Shares that the
undersigned wishes to tender and the purchase price at which such Shares are
being tendered should be indicated in the appropriate boxes on this Letter of
Transmittal.
The undersigned understands that the Company will determine a single per
share price (not greater than $8.50 nor less than $7.00 per share), net to the
Seller in cash, that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase Shares (or such lesser number of Shares as are
validly tendered at prices not greater than $8.50 nor less than $7.00 per share)
validly tendered and not withdrawn pursuant to the Offer. The undersigned
understands that all Shares validly tendered at prices at or below the Purchase
Price and not withdrawn will be purchased at the Purchase Price, net to the
seller in cash, upon the terms and subject to the conditions of the Offer,
including the proration provisions, and that the Company will return all other
Shares, including Shares tendered at prices greater than the Purchase Price and
not withdrawn and Shares not purchased because of proration.
<PAGE> 4
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the applicable Book-Entry Transfer Facility). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the check
for the Purchase Price of any Shares purchased and/or any certificates for
Shares not tendered or not purchased (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the Purchase
Price of any Shares purchased and/or return any Shares not tendered or not
purchased in the name(s) of, and mail such check and/or any certificates to, the
person(s) so indicated. The undersigned recognizes that the Company has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
Shares from the name of the registered holder(s) thereof if the Company does not
accept for payment any of the Shares so tendered.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, A SEPARATE LETTER OF
TRANSMITTAL FOR EACH PRICE SPECIFIED MUST BE USED. (See Instruction 5.)
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED IN THE ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.
<TABLE>
<S> <C> <C> <C> <C>
[ ] $7.00 [ ] $7.125 [ ] $7.25 [ ] $7.375 [ ] $7.50
[ ] $7.625 [ ] $7.75 [ ] $7.875 [ ] $8.00 [ ] $8.125
[ ] $8.25 [ ] $8.375 [ ] $8.50
</TABLE>
ODD LOTS
(See Instruction 9.)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owns beneficially, as of the close of business on
November 15, 1996, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund allocated to the Savings Plan (as defined in
the Offer to Purchase)).
The undersigned either (check one box):
[ ] owned beneficially, as of the close of business on November 15, 1996,
and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund allocated to the Savings Plan),
all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
November 15, 1996, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (including
Shares reflecting interests in the Company Stock Fund allocated to the
Savings Plan) and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" in this Letter of
Transmittal). See Instruction 5. [ ]
<PAGE> 6
- ------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY if the check for the aggregate Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned.
Issue: [ ] check and/or [ ] certificate(s) to:
Name:
(Please Print)
Address:
------------------------------------------------------
------------------------------------------------------
(Include Zip Code)
------------------------------------------------------
(Tax Identification or Social Security No.)
(See Substitute Form W-9 Included Herein)
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 6 and 8)
To be completed ONLY if the check for the Purchase Price of Shares purchased
and/or certificates for Shares not tendered or not purchased are to be mailed to
someone other than the undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: [ ] check and/or [ ] certificate(s) to:
Name:
(Please Print)
Address:
------------------------------------------------------
------------------------------------------------------
(Include Zip Code)
------------------------------------------------------
(Tax Identification or Social Security No.)
- -------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S))
Dated: , 1996
Name(s):
(PLEASE PRINT)
Capacity (full title):
Address:
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(See Instruction 1 and 6.)
Name of Firm:
Authorized Signature:
Name:
(PLEASE PRINT)
Title:
Address:
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone:
Dated: , 1996
<PAGE> 7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm or other
entity that is a member in good standing of the Security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (an "Eligible Institution"), unless (i) this Letter
of Transmittal is signed by the registered holder(s) of the Shares (which term,
for purposes of this document, shall include any participant in a Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) tendered herewith and such holder(s) have not completed the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) such Shares are tendered
for the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal prior to the
Expiration Date. If certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal must
accompany each such delivery.
Shareholders whose share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the Expiration
Date, and (iii) the certificates for all physically delivered Shares in proper
form for transfer by delivery, or a confirmation of a book-entry transfer into
the Depositary's account at one of the Book-Entry Transfer Facilities of all
Shares delivered electronically, in each case together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
and any other documents required by this Letter of Transmittal, must be received
by the Depositary within three New York Stock Exchange, Inc. trading days after
the date the Depositary receives such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase. The method of delivery of all
documents, including Share Certificates, the Letter of Transmittal and any other
required documents, is at the election and risk of the tendering shareholder,
and the delivery will be deemed made only when actually received by the
Depositary. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares that are to
be tendered in the box entitled "Number of Shares Tendered." In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the "Special Payment Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Offer. All Shares represented by
certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
<PAGE> 8
5. Indication of Price at Which Shares Are Being Tendered. For Shares to be
validly tendered, the shareholder must check the box indicating the price per
share at which such shareholder is tendering Shares under "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in this Letter of Transmittal,
except that Odd Lot Owners (as defined in Section 2 of the Offer to Purchase)
may check the box above in the section entitled "Odd Lots" indicating that such
shareholder is tendering all Shares at the Purchase Price determined by the
Company. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED, OR (OTHER
THAN AS DESCRIBED ABOVE FOR ODD LOT OWNERS) IF NO BOX IS CHECKED, THERE IS NO
VALID TENDER OF SHARES. A shareholder wishing to tender portions of such
shareholder's Share holdings at different prices must complete a separate Letter
of Transmittal for each price at which such shareholder wishes to tender each
such portion of such shareholder's Shares. The same Shares cannot be tendered
(unless previously validly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
6. Signatures On Letter Of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
7. Stock Transfer Taxes. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any Shares to it or its
order pursuant to the Offer. If, however, payment of the aggregate Purchase
Price is to be made to, or Shares not tendered or not purchased are to be
registered in the name of, any person other than the registered holder(s), or if
tendered Shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. Except as provided in this Instruction 7, it will not be necessary to
affix transfer tax stamps to the certificates representing Shares tendered
hereby.
8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such shareholder at the Book-Entry Transfer Facility from which such transfer
was made.
<PAGE> 9
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any shareholder who owned
beneficially, as of the close of business on November , 1996, and continues to
own beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares (including Shares reflecting interests in the Company Stock Fund
allocated to the Savings Plan) and who validly tendered all such Shares at or
below the Purchase Price (including by not designating a Purchase Price as
described below). Partial tenders of Shares will not qualify for this preference
and this preference will not be available unless the box captioned "Odd Lots" in
this Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is
completed.
Additionally, tendering holders of Odd Lots who do not wish to specify a
purchase price may check the box above in the section entitled "Odd Lots"
indicating that such shareholder is tendering all Shares at the Purchase Price
determined by the Company. See Instruction 5.
10. Substitute Form W-9 and Form W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering shareholder should complete and sign the
Substitute Form W-9 included as part of the Letter of Transmittal so as to
provide the information and certification necessary to avoid backup withholding,
unless such shareholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. Certain shareholders
(including, among others, all corporations and certain foreign shareholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign shareholder to qualify as an
exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that shareholder's
exempt status. Such statements may be obtained from the Depositary.
11. Withholding On Foreign Shareholders. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign shareholder or his or her agent unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business in the United States. For this purpose, a foreign
shareholder is a shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof or (iii) any estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. In order
to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign
shareholder must deliver to the Depositary a properly completed IRS Form 1001.
In order to obtain an exemption from withholding on the grounds that the gross
proceeds paid pursuant to the Offer are effectively connected with the conduct
of a trade or business within the United States, a foreign shareholder must
deliver to the Depositary a properly completed IRS Form 4224. The Depositary
will determine a shareholder's status as a foreign shareholder and eligibility
for a reduced rate of, or an exemption from, withholding by reference to
outstanding certificates or statements concerning eligibility for a reduced rate
of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless
facts and circumstances indicate that such reliance is not warranted. A foreign
shareholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such shareholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign shareholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.
12. Requests for Assistance or Additional Copies. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Manager at
their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Manager, and such copies will be furnished promptly at the Company's expense.
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for documents relating to, or assistance concerning, the Offer.
<PAGE> 10
13. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Shares or any particular shareholder. No tender of Shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the Dealer Manager, the Depositary, the Information
Agent or any other person is or will be obligated to give notice of any defects
or irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. Savings Plan. Participants in the Company's Savings Plan may not use
this Letter of Transmittal to direct the tender of Shares reflecting interests
in the Company Stock Fund credited to such participant's individual account, but
must use the separate Direction Form sent to them by the Company. See Section 3
of the Offer to Purchase.
15. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
affect whether any capital gain or loss recognized on the Shares purchased is
long-term or short-term (depending on the holding period for the Shares
purchased) and the amount of gain or loss recognized for federal income tax
purposes. See Sections 1 and 14 of the Offer to Purchase.
16. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing Shares have been lost, stolen or destroyed, so indicate on the
front of this Letter of Transmittal. The Depositary will send you additional
documentation that will need to be completed to effectively surrender such lost,
stolen or destroyed certificates.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE. SHAREHOLDERS ARE ENCOURAGED TO RETURN COMPLETED SUBSTITUTE FORM
W-9 WITH THEIR LETTER OF TRANSMITTAL.
<PAGE> 11
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN OR EMPLOYER ----------------------------------
FORM W-9 IDENTIFICATION NUMBER IN THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW OR
Employer Identification Number
---------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART II -- For Payees exempt from backup withholding, see the enclosed Guidelines for
INTERNAL REVENUE SERVICE Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
PAYOR'S REQUEST FOR instructed therein.
TAXPAYER IDENTIFICATION NUMBER
("TIN")
---------------------------------------------------------------------------------------------
PART III -- Awaiting TIN [ ]
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
CERTIFICATION -- Under penalties of perjury, I certify that (i) the number
shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate IRS center or Social Security Administration office or (b) I
intend to mail or deliver an application in the near future) and (ii) I am not
subject to backup withholding because: (a) I am exempt from backup
withholding; or (b) I have not been notified by the IRS that I am subject to
backup withholding as a result of a failure to report all interest or
dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding. Certification instructions -- You must cross out Item (ii)
above if you have been notified by the IRS that you are currently subject to
backup withholding because of underreporting interest or dividends on your tax
return.
SIGNATURE DATE ____________________
------------------------------------------------------------------------------
Name (Please Print)
------------------------------------------------------------------------------
Address
(Include Zip Code)
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, 31% of all payments made to me
thereafter will be withheld until I provide a number.
<TABLE>
<S> <C>
Signature Date , 1996
</TABLE>
The Information Agent for the Offer is:
KISSEL BLAKE INC.
110 Wall Street
New York, New York 10005
TOLL FREE: (800) 554-7733
BANKS & BROKERS CALL: (212) 344-6733
The Dealer Manager for the Offer is:
BEAR, STEARNS & CO. INC.
245 Park Avenue
New York, New York 10167
CALL TOLL FREE: (888) 557-1524
<PAGE> 1
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of common
stock of Cash America International, Inc. are not immediately available, if the
procedure for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all other documents required by the Letter of Transmittal
to be delivered to the Depositary prior to the Expiration Date (as defined in
Section 1 of the Offer to Purchase (defined below)). Such form may be delivered
by hand or transmitted by mail or overnight courier, or (for Eligible
Institutions only) by facsimile transmission, to the Depositary. See Section 3
of the Offer to Purchase. THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST
COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF
TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN
HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
Delivery Address
<TABLE>
<S> <C> <C>
By Hand or
By Mail: By Facsimile: By Overnight Courier:
REORGANIZATION DEPARTMENT (201) 329-8936 REORGANIZATION DEPARTMENT
MIDTOWN STATION CONFIRM RECEIPT OF NOTICE 120 BROADWAY -- 13TH FLOOR
P.O. BOX 798 OF GUARANTEED DELIVERY: NEW YORK, NY 10271
NEW YORK, NY 10018 (201) 296-4209
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Cash America International, Inc., a Texas
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 18, 1996 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of common stock, par value $0.10 per share
(the "Shares"), of the Company listed below, pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.
<PAGE> 2
Number of Shares:
Name(s):
(Please Print)
Certificate Nos. (if available):
Address:
If shares will be tendered by book-entry transfer:
Name of Tendering
Institution:
Area Code and Telephone No.:
Account No.:
at (check one):
____ The Depository Trust Company
____ Philadelphia Depository Trust Company
Signature(s)
- --------------------------------------------------------------------------------
Price (in dollars) per Share
at which Shares are being tendered
- --------------------------------------------------------------------------------
If Shares are being tendered at more than one price, a
separate Notice of Guaranteed Delivery for each price
specified must be used.
- --------------------------------------------------------------------------------
Check only one box. If more than one box is checked, or
if
no box is checked (except as provided in the odd lots
box
and instructions below), there is no valid tender of
Shares.
- --------------------------------------------------------------------------------
[ ] $7.00 [ ] $7.125 [ ] $7.25 [
] $7.375 [ ] $7.50
[ ] $7.625 [ ] $7.75 [ ] $7.875 [
] $8.00 [ ] $8.125
[ ] $8.25 [ ] $8.375 [ ] $8.50
- --------------------------------------------------------------------------------
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on
November 15, 1996, and who continues to own beneficially as of the Expiration
Date, an aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund (as defined in the Offer to Purchase)
allocated to the Savings Plan (as defined in the Offer to Purchase)).
The undersigned either (check one box):
[ ] owned beneficially, as of the close of business on November 15, 1996
and continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares
<PAGE> 3
reflecting interests in the Company Stock Fund allocated to the
Savings Plan), all of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
November 15, 1996, and continues to own beneficially as of the
Expiration Date, an aggregate of fewer than 100 Shares (including
Shares reflecting interests in the Company Stock Fund allocated to the
Savings Plan) and is tendering all of such Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price determined
by the Company in accordance with the terms of the Offer (persons checking this
box need not indicate the price per share in the box entitled "Price (In
Dollars) Per Share At Which Shares Are Being Tendered" above). [ ]
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity that is a member in good standing
of the Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"), hereby guarantees (i) that the above-named person(s) has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, (ii) that
such tender of Shares complies with Rule 14e-4, and (iii) to deliver to the
Depositary at one of its addresses set forth above certificate(s) for the Shares
tendered hereby, in proper form for transfer, or a confirmation of the
book-entry transfer of the Shares tendered hereby into the Depositary's account
at The Depository Trust Company or the Philadelphia Depository Trust Company, in
each case together with a properly completed and duly executed Letter(s) of
Transmittal (or manually signed facsimile(s) thereof), with any required
signature guarantee(s) and any other required documents, all within three New
York Stock Exchange, Inc. trading days after the date hereof.
<TABLE>
<S> <C>
- ---------------------------------------- ------------------------------------------------
Name of Firm Authorized Signature
- ---------------------------------------- ------------------------------------------------
Address Name
- ---------------------------------------- ------------------------------------------------
City, State, Zip Code Title
- ----------------------------------------
Area Code and Telephone Number
Dated: , 1996
</TABLE>
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
<PAGE> 1
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS THE OFFER IS
EXTENDED.
November 18, 1996
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been engaged by Cash America International, Inc., a Texas
corporation (the "Company"), to act as Dealer Manager in connection with the
Company's Offer to Purchase up to 4,500,000 shares of its common stock, par
value $0.10 per share, (the "Shares"), at prices not greater than $8.50 nor less
than $7.00 per share, net to the seller in cash, specified by tendering
shareholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 18, 1996 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer").
The Company will determine a single price (not greater than $8.50 nor less
than $7.00 per share), net to the seller in cash, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 4,500,000 Shares (or such lesser number of Shares as
is validly tendered at prices not greater than $8.50 nor less than $7.00 per
share) and not withdrawn pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer, including
the provisions relating to proration described in the Offer to Purchase. See
Section 1 of the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Company will, upon request, reimburse you for
reasonable and customary handling and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.
For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of our nominee, we are enclosing
the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of
your clients.
<PAGE> 2
3. A letter to shareholders of the Company from the Chairman of the
Board and Chief Executive Officer of the Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase).
5. A letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.
7. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS
PROMPTLY. PLEASE NOTE THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996,
UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Manager). The Company will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and customary handling and
mailing expenses incurred by them in forwarding materials relating to the Offer
to their customers. The Company will pay all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the
Letter of Transmittal.
As described in the Offer to Purchase, if more than 4,500,000 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, as defined in Section 1 of the Offer to Purchase, the
Company will accept Shares for purchase in the following order of priority: (i)
all Shares validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date by any shareholder who owned beneficially, as of
the close of business on November 15, 1996, and who continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
(including Shares reflecting interests in the Company Stock Fund (as defined in
the Offer to Purchase) allocated to the Savings Plan (as defined in the Offer to
Purchase)) and who validly tenders all of such Shares (partial tenders will not
qualify for this preference) and completes the box captioned "Odd Lots" in the
Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and
(ii) after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to the Information Agent or the Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover of the enclosed Offer to Purchase.
<PAGE> 3
Additional copies of the enclosed material may be obtained from the
Information Agent, Kissel-Blake Inc., telephone (800) 554-7733.
Very truly yours,
Bear, Stearns & Co. Inc.
as Dealer Manager
245 Park Avenue
New York, New York 10167
Call Toll Free (888) 557-1524
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE> 1
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK TIME, ON TUESDAY DECEMBER 17, 1996, UNLESS THE OFFER IS EXTENDED
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated November
18, 1996 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer") setting
forth an offer by Cash America International, Inc., a Texas corporation (the
"Company"), to purchase up to 4,500,000 shares of its common stock, par value
$0.10 per share (the "Shares"), at prices not greater than $8.50 nor less than
$7.00 per share, net to the seller in cash, specified by tendering shareholders,
upon the terms and subject to the conditions of the Offer. Also enclosed
herewith is certain other material related to the Offer, including a letter to
shareholders from Jack R. Daugherty, Chairman and Chief Executive Officer of the
Company.
The Company will determine a single per share price (not greater than $8.50
nor less than $7.00 per share) that it will pay for the Shares validly tendered
pursuant to the Offer and not withdrawn (the "Purchase Price"), taking into
account the number of shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to purchase 4,500,000 Shares (or such lesser number of Shares as are validly
tendered at prices not greater than $8.50 nor less than $7.00 per share) validly
tendered and not withdrawn pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer, including
the provisions thereof relating to proration. See Section 1 of the Offer to
Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is invited to the following:
1. You may tender Shares at prices (in multiples of $.125), not greater
than $8.50 nor less than $7.00 per share, as indicated in the attached
Instruction Form, net to you in cash.
2. The Offer is for up to 4,500,000 Shares, constituting approximately
15.6% of the total Shares outstanding as of November 14, 1996. The Offer
is not conditioned on any minimum number of Shares being tendered. The
Offer is, however, subject to certain other conditions set forth in the
Offer to Purchase.
3. The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Tuesday, December 17, 1996, unless the
Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf.
<PAGE> 2
4. As described in the Offer to Purchase, if more than 4,500,000 Shares
have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date, as defined in Section 1 of the
Offer to Purchase, the Company will purchase Shares in the following
order of priority:
(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any shareholder who owned
beneficially, as of the close of business on November 15, 1996, and
who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund (as defined in the Offer to
Purchase) allocated to the Savings Plan (as defined in the Offer to
Purchase)) who validly tenders all of such Shares (partial tenders
will not qualify for this preference) and completes the box captioned
"Odd Lots" in the Letter of Transmittal and, if applicable, the
Notice of Guaranteed Delivery; and
(ii) after purchase of all the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date on a pro rata basis. See Section 1 of
the Offer to Purchase for a discussion of proration.
5. Tendering shareholders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of Shares in
the Offer. Any stock transfer taxes applicable to the purchase of Shares
by the Company pursuant to the Offer will be paid by the Company, except
as otherwise provided in Instruction 7 of the Letter of Transmittal.
6. If you wish to tender portions of your Shares at different prices you
must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.
7. If you owned beneficially, as of the close of business on November 15,
1996, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (including Shares reflecting
interests in the Company Stock Fund allocated to the Savings Plan), and
you instruct us to tender at or below the Purchase Price on your behalf
all such Shares prior to the Expiration Date and check the box captioned
"Odd Lots" in the Instruction Form, all such Shares will be accepted for
purchase before proration, if any, of the purchase of other tendered
Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing and returning to us the
attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or blue
sky laws of which require the Offer to be made by a licensed broker or dealer,
the Offer is being made on the Company's behalf by the Dealer Manager or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
<PAGE> 3
[CASH AMERICA LOGO]
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 18, 1996, and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer") in connection with the Offer by Cash America International, Inc. (the
"Company"), to purchase up to 4,500,000 its common stock, par value $0.10 per
share (the "Shares"), at prices not greater than $8.50 nor less than $7.00 per
Share, net to the undersigned in cash, specified by the undersigned, upon the
terms and subject to the conditions of the Offer.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
SHARES TENDERED
[ ] By checking this box, all Shares held by us for your account will be
tendered. If fewer than all Shares are to be tendered, please check the box and
indicate below the aggregate number of Shares to be tendered by us.
------------ Shares
Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
<PAGE> 4
- --------------------------------------------------------------------------------
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
- --------------------------------------------------------------------------------
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED
MUST BE USED.
- --------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED,
OR IF NO BOX IS CHECKED (EXCEPT AS PROVIDED IN THE
ODD LOTS BOX AND INSTRUCTIONS BELOW), THERE IS NO
VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
[ ] $7.00 [ ] $7.125 [ ] $7.25 [ ] $7.375 [ ] $7.50
[ ] $7.625 [ ] $7.75 [ ] $7.875 [ ] $8.00 [ ] $8.125
[ ] $8.25 [ ] $8.37 [ ] $8.50
</TABLE>
- --------------------------------------------------------------------------------
ODD LOTS
[ ] By checking this box, the undersigned represent(s) that the undersigned
owned beneficially, as of the close of business on November 15, 1996, and
continue(s) to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (including Shares reflecting interests in the Company
Stock Fund allocated to the Savings Plan) and is tendering all of such
Shares.
If you do not wish to specify a purchase price, check the following box, in
which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer
(persons checking this box need not indicate the price per share in the box
entitled "Price (In Dollars) Per Share At Which Shares Are Being
Tendered"). [ ]
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING SHAREHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
SIGN HERE
------------------------------------
Signature(s)
Dated:
- ------------------ , 1996 Name
------------------------------------
Address
------------------------------------
------------------------------------
------------------------------------
Social Security or Taxpayer ID No.:
------------------------------------
<PAGE> 1
[CASH AMERICA LOGO]
Jack R. Daugherty
Chairman and Chief Executive Officer
November 18, 1996
Dear Shareholder:
Cash America International, Inc. (the "Company") is offering to purchase up
to 4,500,000 shares of its common stock at a price not greater than $8.50 nor
less than $7.00 per share. The Company is conducting the Offer through a
procedure commonly referred to as a "modified Dutch auction." This procedure
allows you to select the price within the specified price range at which you are
willing to sell all or a portion of your shares to the Company.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are provided in the enclosed materials. I encourage you to read
these materials carefully before making any decision with respect to the Offer.
Neither the Company nor its Board of Directors makes any recommendation to any
shareholder whether or not to tender any or all shares.
Please note that the Offer is scheduled to expire at 12:00 Midnight, New
York City time, on Tuesday, December 17, 1996, unless extended by the Company.
Questions regarding the Offer should not be directed to the Company but should
instead be directed to Kissel-Blake Inc., the Information Agent, at (800)
554-7733.
Sincerely,
/s/ JACK R. DAUGHERTY
1600 West 7th Street, Fort Worth, Texas 76102
<PAGE> 1
[COMPANY SAVINGS PLAN LETTER]
[CASH AMERICA LOGO]
CASH AMERICA INTERNATIONAL, INC.
IMMEDIATE ATTENTION REQUIRED
November 18, 1996
Re: Cash America International, Inc. 401(k) Savings Plan
Dear Participant in the Cash America International, Inc. 401(k) Savings Plan:
Cash America International, Inc. (the "Company") announced on November
18, 1996 that the Company's Board of Directors has approved a plan to
repurchase up to 4,500,000 shares of its common stock.
In this repurchase plan, called a modified Dutch auction tender offer,
shareholders have an opportunity to sell their shares at prices within a range
of not greater than $8.50 nor less than $7.00 per share. After shares are
tendered by shareholders, the Company selects a price and buys back shares that
have been tendered at or below such price which will be within that range.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials contain important information about
the tender offer and should be carefully reviewed.
Our records reflect that a portion of your individual account in the
Cash America International, Inc. 401(k) Savings Plan (the "Savings Plan") is
invested in the Cash America International, Inc. Stock Fund. As described
below, you have the right to instruct the Cash America International, Inc.
Savings Plan Administration Committee (the "Plan Administration Committee") and
Charles Schwab Trust Company (the "Trustee"), as Trustee of the Savings
Plan, concerning whether and on what terms to tender shares attributable to
your individual account under the Savings Plan.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT IN
THE ENCLOSED RETURN ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS EXTENDED. PLEASE
COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN
THE TENDER OFFER DESCRIBED BELOW.
The remainder of this letter summarizes the transaction, your rights
under the Savings Plan and the procedures for completing the Direction Form.
You should also review the more detailed explanation provided in the other
materials including the Offer to Purchase and the related Letter of Transmittal
enclosed with this letter. For purposes of this letter, unless otherwise
provided, the term "participant" means an actual participant in the Savings
Plan, the beneficiary of a deceased actual participant and an alternative payee
with respect to an actual participant (i.e., a spouse, former spouse, child or
other dependent of an actual participant who has an interest in a Savings Plan
individual account pursuant to a qualified domestic relations order).
<PAGE> 2
BACKGROUND
The Company has made a tender offer to purchase up to 4,500,000 shares
of its common stock, par value $0.10 per share (the "Shares"), at prices not
greater than $8.50 nor less than $7.00 per share. The enclosed Offer to
Purchase, dated November 18, 1996 ("Offer to Purchase"), and the related Letter
of Transmittal (which, as amended from time to time, together constitute the
"Offer") set forth the objectives, terms and conditions of the Offer and are
being provided to all of the Company's shareholders.
The Offer extends to the approximately 135,692 Shares currently held
by the Savings Plan. Only the Trustee of the Savings Plan can tender these
Shares for sale. Nonetheless, as a Savings Plan participant, you have the
right to direct the Plan Administration Committee and the Trustee whether or
not to tender some or all of the Shares attributable to your individual account
in the Savings Plan. If you direct the Plan Administration Committee and the
Trustee to tender any of the Shares attributable to your individual account,
you must also specify the price or prices at which the Shares should be
tendered.
Please note that the Trustee is the holder of record of Shares
attributable to your individual account under the Savings Plan. A tender of
such Shares can be made only by the Trustee as the holder of record. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares attributable to your individual account under
the Savings Plan.
NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, THE PLAN ADMINISTRATION
COMMITTEE, THE TRUSTEE, ITS AFFILIATES, OR ANY OTHER PARTY MAKES ANY
RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER OF SHARES, THE PRICE AT
WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES.
EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
The Trustee has been directed by the Plan Administration Committee
to follow, on a timely basis, completed Direction Forms of participants with
respect to the Offer. The Trustee has been directed by the Plan Administration
Committee NOT to tender Shares attributable to the individual accounts of
participants from whom the Trustee has not received timely, properly completed
Direction Forms. The Trustee will follow participants' instructions with
respect to the tender of Shares held by the Savings Plan unless the Trustee
determines that to follow such directions would violate the Employee Retirement
Income Security Act of 1974 as amended ("ERISA").
CONFIDENTIALITY
To assure the confidentiality of your decision, the Trustee and its
affiliates or agents will tabulate the Direction Forms. Neither the Trustee
nor its affiliates or agents will make the results of your individual direction
available to the Company.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials,
which you should review carefully. However, in broad outline, the transaction
will work as follows with respect to Savings Plan participants.
- The Company has offered to purchase up to 4,500,000 of its
Shares at a single per share price not greater than $8.50 nor
less than $7.00.
2
<PAGE> 3
- If you want any of the Shares attributable to your individual
account under the Savings Plan sold on the terms and subject
to the conditions of the Offer, you need to instruct the Plan
Administration Committee and the Trustee by completing the
enclosed Direction Form and returning it in the enclosed
return envelope.
- As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase
Price (as defined in the Offer to Purchase) and not
withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) are to be purchased, the Shares purchased
first will consist of all Shares tendered by "Odd Lot Owners"
who validly tendered all of their Shares at or below the
Purchase Price (including by not designating a Purchase Price
as set forth in the Odd Lot section of the Direction Form).
"Odd Lot Owners" are shareholders, including participants in
the Savings Plan with Shares credited to their individual
accounts under the Savings Plan, who owned beneficially as of
the close of business on November 15, 1996, and continue to
own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (including Shares credited to such
participant's account under the Savings Plan). Partial
tenders of Shares will not qualify for this preference and
this preference will not be available unless the box captioned
"Odd Lots" in the Direction Form is completed. Additionally,
tendering holders of Odd Lots who do not wish to specify a
purchase price may check the box in the section entitled "Odd
Lots" indicating that such shareholder is tendering all Shares
at the Purchase Price determined by the Company.
- You need to specify on the Direction Form the per share
price (in a multiple of $0.125), not greater than $8.50 nor
less than $7.00, at which you wish to tender the Shares
attributable to your individual account under the Savings
Plan, except that tendering Odd Lot Owners who do not wish to
specify a purchase price may check the box in the section
entitled "Odd Lots" indicating that such shareholder is
tendering all Shares at the Purchase Price determined by the
Company.
- The Offer, proration period and withdrawal rights will expire
at 12:00 Midnight, New York City time, on December 17, 1996,
unless the Company extends the Offer. ACCORDINGLY, IN ORDER
FOR THE TRUSTEE TO MAKE A TIMELY TENDER OF THE SHARES
ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE SAVINGS
PLAN, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION FORM
IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY THE TRUSTEE
AT THE ADDRESS ON THE RETURN ENVELOPE NOT LATER THAN 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996,
UNLESS EXTENDED. Please complete and return the direction
form even if you decide not to participate in the Offer. If
the Trustee does not receive a completed, signed original
Direction Form from you by such deadline, pursuant to the
terms of the Trust Agreement relating to the Savings Plan, the
Trustee will NOT tender any of your Shares unless such Trust
Agreement provision violates ERISA.
- After the deadline above for returning the Direction Form to
the Trustee, the Trustee and its affiliates or agents will
complete the tabulation of all directions and the Trustee
will tender the appropriate number of Shares. For purposes of
this tabulation,the Trustee will calculate the number of
Shares representing your interest in the Company Stock Fund
allocated to your individual account based upon the number of
Shares held by the Company Stock Fund as of the close of
business on November 15, 1996.
- The Company will then determine the per share purchase price
(not greater than $8.50 nor less than $7.00) (the "Purchase
Price"), at which the Company can purchase 4,500,000 Shares.
- Unless the Offer is terminated or amended in accordance with
its terms, the Company will then buy all of the Shares, up to
4,500,000, that were tendered at the Purchase Price or below.
Participants
3
<PAGE> 4
will receive the same per share Purchase Price, even if they
tendered at or below the Purchase Price.
- If you direct the tender of any Shares attributable to your
individual account at a price in excess of the Purchase Price
as finally determined, those Shares will not be purchased, and
your interest in the Company Stock Fund will remain allocated
to your individual account under the Savings Plan.
- If there is an excess of Shares tendered over the exact number
desired by the Company at the Purchase Price, Shares tendered
pursuant to the Offer may be subject to proration as set forth
in Section 1 of the Offer to Purchase. However, as described
above, all Shares tendered by participants who are Odd Lot
Owners in accordance with Section 2 of the Offer to Purchase
will be purchased in the Offer without proration.
- IMPORTANT: IF YOU DIRECT THE PLAN ADMINISTRATION COMMITTEE AND
THE TRUSTEE TO TENDER SAVINGS PLAN SHARES REFLECTING YOUR
INTEREST IN THE COMPANY STOCK FUND AND THEY ARE REPURCHASED BY
THE COMPANY, ANY PROCEEDS WILL BE REINVESTED IN THE SAVINGS
PLAN'S MIXED INVESTMENT FUND AS SOON AS ADMINISTRATIVELY
POSSIBLE AND SUCH INVESTMENT WILL BE CREDITED TO YOUR
INDIVIDUAL ACCOUNT.
- IF YOU WISH TO HAVE ANY PROCEEDS OF THE SALE OF SHARES
REFLECTING YOUR INTEREST IN THE COMPANY STOCK FUND WHICH WERE
REINVESTED IN THE SAVINGS PLAN'S MIXED INVESTMENT FUND
REDIRECTED TO OTHER INVESTMENT FUNDS WITHIN THE SAVINGS PLAN
IN ACCORDANCE WITH THE PROVISIONS OF THE SAVINGS PLAN, PLEASE
CALL THE SAVINGS PLAN HOTLINE AT 1-800-386-4352 AFTER THE
REINVESTMENT IS COMPLETE.
This form of transaction is commonly called a modified Dutch auction
and requires some strategy on your part. For example, if you are anxious to
sell, you may want to tender the Shares attributable to your individual account
at a price at or near the lower limit. If you are not sure whether or not you
want to participate, but would be willing to sell at a price above the lower
limit, then you may want to specify a higher price, not to exceed the upper
limit, of course. If you do not want to sell for any price within the limits,
you may direct that Shares attributable to your individual account not be
tendered into the Offer.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must
complete, sign and return the enclosed original Direction Form in the return
envelope so that it is received at the address listed on the enclosed return
envelope not later than 12:00 Midnight, New York City time, on Tuesday,
December 17, 1996, unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION
FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction
Form is not received by this deadline, or if it is not fully or properly
completed, the Shares attributable to your individual account under the Savings
Plan will not be tendered.
4
<PAGE> 5
To properly complete your Direction Form, you must do the following:
(1) On the back of the Direction Form, check Box 1 or 2. CHECK
ONLY ONE BOX. Make your decision which box to check as
follows:
[ ] CHECK BOX 1 if you do not want the Shares
attributable to your individual account tendered for
sale at any price and simply want the Savings Plan to
continue holding such Shares.
[ ] CHECK BOX 2 in all other cases and either (i)
complete the table immediately below Box 2,
specifying the number of Shares attributable to
your individual account that you want to tender at
the price indicated, or (ii) if you are an Odd Lot
Owner and you wish to tender all of the Shares
attributable to your individual account, complete the
section entitled "Odd Lots."
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so
that it is received by the Trustee at the address on the
return envelope not later than 12:00 Midnight, New York City
time, on Tuesday, December 17, 1996, unless extended.
Please complete and return the Direction Form even if you
decide not to participate in the Offer. NO FACSIMILE
TRANSMITTALS OF THE DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, New York City time, on Tuesday, December 17, 1996, unless extended.
In order to make an effective withdrawal, you must submit a new Direction Form.
Your new Direction Form must include your name, address and Social Security
number. Upon receipt of a new, completed and signed Direction Form, your
previous direction will be deemed canceled. You may direct the re-tendering of
any Shares attributable to your individual account by obtaining an additional
Direction Form and repeating the previous instructions for directing tenders as
set forth in this letter.
INVESTMENT OF TENDER PROCEEDS
For any Shares attributable to your individual account under the
Savings Plan that are attributable to your individual account under the Savings
Plan that are tendered and purchased by the Company, the Company will pay cash
to the Savings Plan. In accordance with the Trust Agreement, the Trustee will
invest the proceeds in the Savings Plan's Mixed Investment Fund as soon as
administratively possible and will credit such investment to your individual
account. You may call the Savings Plan Hotline at 1-800-386-4352 after the
reinvestment is complete to have the proceeds of the sale of Shares which were
invested in the Savings Plan's Mixed Investment Fund redirected to other
investment funds within the Savings Plan.
5
<PAGE> 6
INDIVIDUAL PARTICIPANTS IN THE SAVINGS PLAN WILL NOT RECEIVE ANY
PORTION OF THE TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE
SAVINGS PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE
SAVINGS PLAN.
For federal income tax purposes, no gain or loss will be recognized by
participants in the Savings Plan as a result of the tender or sale of Shares
held in the Savings Plan. However, certain tax benefits that may otherwise be
available in connection with the future withdrawal or distribution of Shares
from the Savings Plan may be adversely affected if Savings Plan Shares are
tendered and sold. Specifically, under current federal income tax rules, if a
participant receives a distribution of Shares in kind as part of a "lump sum"
withdrawal or distribution, the excess of the fair market value of the Shares
on the date of such withdrawal or distribution over the cost to the Savings
Plan of those Shares is excluded from the value of the withdrawal or
distribution for purposes of determining the participant's federal income tax
liability with respect to the withdrawal or distribution. Any excess in market
value over the cost will be taxed to the extent realized when the Shares are
sold as long-term capital gain. If you direct the Plan Administration
Committee and the Trustee to tender Shares attributable to your individual
account in the Offer, you may adversely affect your ability to take advantage
of this tax benefit. If you direct the Plan Administration Committee and
the Trustee not to tender any Shares attributable to your individual
account, the cost of Shares attributable to your individual account will not be
affected.
SHARES OUTSIDE THE SAVINGS PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Company, which can be used to tender
such Shares directly to the Company. Those tender offer materials may not be
used to direct the Plan Administration Committee and the Trustee to tender
or not tender the Shares attributable to your individual account under the
Savings Plan. The direction to tender or not tender Shares attributable to
your individual account under the Savings Plan may only be made in accordance
with the procedures in this letter.
FURTHER INFORMATION
If you require additional information concerning the terms and
conditions of the Offer, please call Kissel-Blake Inc., the Information Agent,
at (800) 554-7733.
Sincerely,
CASH AMERICA INTERNATIONAL, INC.
6
<PAGE> 7
QUESTIONS AND ANSWERS
FOR SAVINGS PLAN PARTICIPANTS
ABOUT THE CASH AMERICA INTERNATIONAL, INC. TENDER OFFER
Q. WHY IS THE COMPANY OFFERING THIS TENDER OFFER TO PARTICIPANTS IN THE
SAVINGS PLAN?
A. As a participant in the Savings Plan, you may have a
proportional interest in the Company Stock Fund. Under the
terms of the Savings Plan, you have the right to direct the
investment of the contributions allocated to your individual
accounts. The contributions invested in the Company Stock
Fund represent a proportional interest in the assets of the
Company Stock Fund. The Company Stock Fund is held in an
individual account for you by the Trustee (along with the
plan's other investment funds). The Savings Plan provides
that in the event of a tender offer, you may direct the Plan
Administration Committee and the Trustee to tender the
number of shares of Company common stock that reflect your
proportional interest in the Company Stock Fund.
Q. IF I DECIDE TO DIRECT THE PLAN ADMINISTRATION COMMITTEE AND THE
TRUSTEE TO TENDER THE SHARES THAT REFLECT MY PROPORTIONAL INTEREST IN
THE COMPANY STOCK FUND, WILL I BE ABLE TO RECEIVE THE PROCEEDS?
A. No. All proceeds from any Savings Plan shares that are
tendered and sold will be automatically invested by the
Trustee in the Savings Plan's Mixed Investment Fund. The
proceeds will be part of your individual account and may not
be distributed except in accordance with the applicable terms
of the Savings Plan.
Q. WILL I BE ABLE TO CHANGE THE INVESTMENT FUNDS IN WHICH THE PROCEEDS OF
SAVINGS PLAN SHARES TENDERED ARE INVESTED?
A. Yes. Proceeds from the sale of Shares held by the Savings
Plan may be redirected to other investment funds within
the Savings Plan in accordance with the provisions of the
Savings Plan by contacting the Savings Plan Hotline at
1-800-386-4352 after the reinvestment is complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form." Complete and
return this form even if you decide not to direct the tender
of any shares.
Q. WHAT IS THE DEADLINE FOR RETURNING THE DIRECTION FORM?
A. The form must be received by the Trustee at the address on
the return envelope by 12:00 midnight, on Tuesday, December
17, 1996, unless this deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Kissel-Blake Inc., the information agent for the
tender offer, at 1-800-554-7733 for questions on the terms and
conditions of the offer.
7
<PAGE> 8
DIRECTION FORM
FOR PARTICIPANTS IN THE
CASH AMERICA INTERNATIONAL, INC. 401(K) SAVINGS PLAN
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE ACCOMPANYING OFFER TO
PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
The undersigned acknowledges receipt of the letter of Cash America
International, Inc. (the "Company") and the enclosed Offer to Purchase, dated
November 18, 1996, and the related Letter of Transmittal (which Offer to
Purchase and Letter of Transmittal, as amended from time to time, together
constitute the "Offer") in connection with the Offer by Cash America
International, Inc. to purchase up to 4,500,000 shares of its common stock, par
value $0.10 per share (the "Shares"), at prices not greater than $8.50 nor
less than $7.00 per share, upon the terms and subject to the conditions of the
Offer.
This will instruct the Cash America International, Inc. Savings Plan
Administrative Committee (the "Plan Administrative Committee") and Charles
Schwab Trust Company (the "Trustee") to tender to the Company the number of
Shares indicated below that are held by the Trustee for the individual
account of the undersigned in the Company Stock Fund (as defined in the Offer
to Purchase) under the Cash America International, Inc. 401(k) Savings Plan
(the "Savings Plan"), at the price per share indicated, upon the terms and
subject to the conditions of the Offer.
For any Shares attributable to the individual account of the
undersigned under the Savings Plan that are tendered and purchased by the
Company, the Company will pay cash to the Savings Plan. In accordance with the
terms of the Savings Plan, the Trustee will invest the proceeds in the Savings
Plan's Mixed Investment Fund as soon as administratively possible and will
credit such investment to your individual account. The undersigned may call
the Savings Plan Hotline after the reinvestment is complete to have the
proceeds of the sale of Shares which were invested in the Savings Plan's Mixed
Investment Fund redirected to other investment funds within the Savings
Plan.
INDIVIDUAL PARTICIPANTS IN THE SAVINGS PLAN WILL NOT RECEIVE ANY
PORTION OF THE TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE
SAVINGS PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE
SAVINGS PLAN.
INSTRUCTIONS
Carefully complete the form below, insert today's date, print your
name, address and Social Security number and sign in the spaces provided.
Enclose this Direction Form in the included envelope and mail it promptly. YOUR
DIRECTION FORM MUST BE RECEIVED AT THE ADDRESS ON THE RETURN ENVELOPE NOT
LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996,
UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION FORM
EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER. Direction Forms that are
not fully or properly completed, dated, and signed, or that are received after
the deadline, will be disregarded, and the Shares reflecting your interest in
the Company Stock Fund will not be tendered. Note that the Trustee also has the
right to disregard any direction that it determines cannot be carried out
without violating applicable law.
NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, THE PLAN ADMINISTRATION
COMMITTEE, THE TRUSTEE, ITS AFFILIATES, OR ANY OTHER PARTY MAKES ANY
8
<PAGE> 9
RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER OF SHARES, THE PRICE AT
WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF SHARES.
EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
(CHECK ONLY ONE BOX)
[ ] 1. Please refrain from tendering and continue to HOLD all Shares
reflecting my interest in the Company Stock Fund.
[ ] 2. Please TENDER Shares reflecting my interest in the Company
Stock Fund either (i) in the amount indicated below for the
price provided, or (ii) if available, as set forth below
under "Odd Lots."
FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
DO NOT FILL IN THE TABLE BELOW IF YOU ARE TENDERING YOUR SHARES UNDER THE "ODD
LOTS" SECTION, BELOW.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, STATE THE PERCENTAGE OF
SHARES TO BE SOLD AT EACH PRICE BY FILLING IN THE PERCENTAGE OF SUCH SHARES ON
THE LINE IMMEDIATELY BEFORE THE PRICE.
NUMBER OF SHARES PRICE (IN DOLLARS-MULTIPLE
TENDERED OF $.125) PER SHARE
$
---------------- -------------------------
ODD LOTS
This section is to be completed ONLY if (i) you have checked box 2,
above, (ii) you are tendering all of the Shares attributable to your individual
account under the Savings Plan, and (iii) your individual account was credited
with, as of the close of business on November 15, 1996, and continues to be
credited with as of the Expiration Date, an aggregate of fewer than 100 Shares.
[ ] Please TENDER all of the Shares reflecting my interest in the Company
Stock Fund at the price set forth below:
PRICE (IN DOLLARS) PER SHARE
AT WHICH ALL ODD LOT SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED BELOW), THERE IS NO VALID TENDER OF ODD LOT SHARES
HEREUNDER.
[ ] $7.00 [ ] $7.125 [ ] $7.25 [ ] $7.375 [ ] $7.50
[ ] $7.625 [ ] $7.75 [ ] $8.00 [ ] $8.125 [ ] $8.25
[ ] $8.375 [ ] $8.50
If you do not wish to specify a purchase price, check the following
box, in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per share in the table entitled
"Price (In Dollars) Per Share At Which All Odd Lot Shares Are Being Tendered"
above). [ ]
9
<PAGE> 10
(CHECK ONLY ONE BOX)
[ ] 1. Please refrain from tendering and continue to HOLD all Shares
reflecting my interest in the Company Stock Fund.
[ ] 2. Please TENDER Shares reflecting my interest in the Company
Stock Fund either (i) in the amount indicated below for the
price provided, or (ii) if available, as set forth below
under "Odd Lots."
FILL IN THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
DO NOT FILL IN THE TABLE BELOW IF YOU ARE TENDERING YOUR SHARES UNDER THE "ODD
LOTS" SECTION, BELOW.
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, STATE THE PERCENTAGE OF
SHARES TO BE SOLD AT EACH PRICE BY FILLING IN THE PERCENTAGE OF SUCH SHARES ON
THE LINE IMMEDIATELY BEFORE THE PRICE.
NUMBER OF SHARES PRICE (IN DOLLARS-MULTIPLE
TENDERED OF $.125) PER SHARE
$
---------------- -------------------------
ODD LOTS
This section is to be completed ONLY if (i) you have checked box 2,
above, (ii) you are tendering all of the Shares attributable to your individual
account under the Savings Plan, and (iii) your individual account was credited
with, as of the close of business on November 15, 1996, and continues to be
credited with as of the Expiration Date, an aggregate of fewer than 100 Shares.
[ ] Please TENDER all of the Shares reflecting my interest in the Company
Stock Fund at the price set forth below:
PRICE (IN DOLLARS) PER SHARE
AT WHICH ALL ODD LOT SHARES ARE BEING TENDERED
10
<PAGE> 11
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS PROVIDED BELOW), THERE IS NO VALID TENDER OF ODD LOT SHARES
HEREUNDER.
[ ] $7.00 [ ] $7.125 [ ] $7.25 [ ] $7.375 [ ] $7.50
[ ] $7.625 [ ] $7.75 [ ] $8.00 [ ] $8.125 [ ] $8.25
[ ] $8.375 [ ] $8.50
If you do not wish to specify a purchase price, check the following
box, in which case you will be deemed to have tendered at the Purchase Price
determined by the Company in accordance with the terms of the Offer (persons
checking this box need not indicate the price per share in the table entitled
"Price (In Dollars) Per Share At Which All Odd Lot Shares Are Being Tendered"
above). [ ]
11
<PAGE> 12
RETURN THIS DIRECTION FORM IN THE ENCLOSED RETURN ENVELOPE SO THAT IT IS
RECEIVED AT THE ADDRESS ON THE RETURN ENVELOPE NOT LATER THAN 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS EXTENDED.
Please complete and return this Direction Form even if you decide not to
participate in the Offer. NO FACSIMILE TRANSMITTALS OF THE DIRECTION FORM WILL
BE ACCEPTED.
SIGN HERE:
Dated: __________, 1996 Name:
---------------------------------
(please print)
Address:
------------------------------
------------------------------
------------------------------
Social Security No. or Taxpayer I.D. No.:
---------------------------------------
12
<PAGE> 1
ON BEHALF OF: CASH AMERICA INTERNATIONAL, INC.
CONTACT: Daniel R. Feehan
Thomas A. Bessant, Jr.
(817) 335-1100
FOR IMMEDIATE RELEASE:
CASH AMERICA INTERNATIONAL, INC. ANNOUNCES "DUTCH AUCTION"
SELF-TENDER OFFER
Fort Worth, TX -- November 18, 1996. Cash America International, Inc.
(NYSE: PWN) announced today that its Board of Directors has authorized the
purchase by the Company of up to 4.5 million shares of its common stock (or
approximately 15.6% of its outstanding shares) pursuant to a "Dutch Auction"
self-tender offer. The offer will commence on November 18, 1996 and will
expire at midnight, New York City time, on December 17, 1996, unless the offer
is extended. Under the terms of the offer, the Company will invite
shareholders to tender shares at prices between $7.00 and $8.50 per share.
Based upon the number of shares tendered and the prices specified by the
tendering shareholders, the Company will determine the single per share price
within that price range that will allow the Company to purchase 4.5 million
shares or such lesser number of shares as are properly tendered. The Company
expects to fund the offer from cash on hand and the Company's existing long
term credit facilities. The price of Cash America International, Inc.'s common
stock closed at $7.125 on the New York Stock Exchange on November 15, 1996.
Jack R. Daugherty, Chairman and Chief Executive Officer of the
Company, said, "We regard the repurchase of our shares as an attractive
investment, and it is consistent with our long term goal of increasing
shareholder value. Following the repurchase, we will have adequate resources
and liquidity to continue to expand our business."
Bear, Stearns & Co. Inc. will act as Dealer Manager and Kissel-Blake
Inc. will act as Information Agent for the offer.
Cash America International, Inc. is the market leader in the specialty
finance segment of secured, nonrecourse loans to individuals, commonly known as
pawn loans. The Company operated 382 pawnshops world-wide as of October 30,
1996, with 335 locations in the United States, 37 in the United Kingdom, and 10
in Sweden.
#
<PAGE> 1
[FORM OF SUMMARY ADVERTISEMENT]
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell Shares. The Offer is made solely by the Offer to Purchase
and the related Letter of Transmittal. The Offer is not being made to, nor
will the Company accept tenders from, holders of Shares in any jurisdiction in
which the Offer or its acceptance would violate that jurisdiction's laws. The
Company is not aware of any jurisdiction in which the making of the Offer or
the tender of Shares would not be in compliance with the laws of such
jurisdiction. In jurisdictions whose laws require that the Offer be made by a
licensed broker or dealer, the Offer shall be deemed to be made on the
Company's behalf by Bear, Stearns & Co. Inc., or by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH BY CASH AMERICA INTERNATIONAL, INC.
UP TO 4,500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $8.50
NOR LESS THAN $7.00 PER SHARE
Cash America International, Inc., a Texas corporation (the "Company"),
invites its shareholders to tender up to 4,500,000 shares of its
common stock (the "Shares") to the Company at prices not greater than $8.50
nor less than $7.00 per share in cash, specified by tendering shareholders,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 18, 1996 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer").
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, DECEMBER 17, 1996, UNLESS THE
OFFER IS EXTENDED.
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase.
The Board of Directors of the Company has unanimously approved the
making of the Offer. However, shareholders must make their own decisions
whether to tender Shares and, if so, how many Shares to tender and the price or
prices at which Shares should be tendered. Neither the Company nor its Board
of Directors makes any recommendation to any shareholder as to whether to
tender or refrain from tendering Shares. The Company has been advised that
none of its directors or executive officers intends to tender any Shares
pursuant to the Offer.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per share price (not greater than $8.50 nor less
than $7.00 per share), net to the seller in cash (the "Purchase Price"), that
it will pay for Shares validly tendered and not withdrawn pursuant to the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. The Company will select the lowest
Purchase Price that will allow it to buy 4,500,000 Shares (or such lesser
number of Shares as are validly tendered at prices not greater than $8.50 nor
less than $7.00 per share) validly tendered and not withdrawn pursuant to the
Offer. The Company will pay the Purchase Price for all Shares validly tendered
prior to the Expiration Date (as defined below) at prices at or below the
Purchase Price and not withdrawn, upon the terms and subject to the conditions
of the Offer including the proration terms described below. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Tuesday,
December 17, 1996, unless and until the Company in its sole discretion shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Company, shall expire. The Company reserves the
right, in its sole discretion, to purchase more than 4,500,000 Shares pursuant
to the Offer. For purposes of the Offer, the Company will be deemed to have
accepted for payment (and therefore purchased), subject to proration, Shares
that are validly tendered at or below the Purchase Price and not withdrawn
when, as and if it gives oral or written notice to ChaseMellon Shareholder
Services, L.L.C. (the "Depositary"), of its acceptance of such Shares for
payment pursuant to the Offer. In all cases, payment for
<PAGE> 2
Shares tendered and accepted for payment pursuant to the Offer will be made
promptly (subject to possible delay in the event of proration) but only after
timely receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at one of the Book-Entry Transfer Facilities (as defined in the Offer
to Purchase)), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) and any other required documents.
Upon the terms and subject to the conditions of the Offer, in the
event that more than 4,500,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) are validly tendered at or
below the Purchase Price and not withdrawn, the Company will purchase such
validly tendered Shares in the following order of priority: (i) all Shares
validly tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date by any Odd Lot Owner (as defined in the Offer to Purchase) who
tenders all such Shares (including Shares reflecting interests in the Company
Stock Fund (as defined in the Offer to Purchase) allocated to the Savings Plan
(as defined in the Offer to Purchase)) beneficially owned by such Odd Lot Owner
at or below the Purchase Price (partial tenders will not qualify for this
preference) and who completes the box captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery, and (ii)
after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price prior to the Expiration Date on a pro
rata basis.
The Company's Board of Directors believes that, given the Company's
businesses, assets and prospects, the purchase of Shares pursuant to the Offer
is an attractive investment that will benefit the Company and its remaining
shareholders. The Company is making the Offer to realign the Company's capital
structure for the benefit of its shareholders, and to afford to those
shareholders who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient
cash flow and access to other sources of capital to fund its growth
initiatives, including expanding its business operations.
The Company expressly reserves the right, at any time or from time to
time, in its sole discretion, to extend the period of time during which the
Offer is open by giving notice of such extension to the Depositary and making a
public announcement thereof. Subject to certain conditions set forth in the
Offer to Purchase, the Company also expressly reserves the right to terminate
the Offer and not accept for payment any Shares not theretofore accepted for
payment.
Shares tendered pursuant to the Offer may be withdrawn at any time
before the Expiration Date and, unless accepted for payment by the Company as
provided in the Offer to Purchase, may also be withdrawn after 12:00 Midnight,
New York City time, on Tuesday, January 16, 1997. For a withdrawal to be
effective, the Depositary must receive a notice of withdrawal in written,
telegraphic or facsimile transmission form in a timely manner. Such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares tendered, the number of Shares to be withdrawn
and the name of the registered holder, if different from that of the person who
tendered such Shares. If the certificates have been delivered or otherwise
identified to the Depositary, then, prior to the release of such certificates,
the tendering shareholder must also submit the serial numbers shown on the
particular certificates evidencing the Shares and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution (as defined in the
Offer to Purchase) (except in the case of Shares tendered by an Eligible
Institution). If Shares have been tendered pursuant to the procedure for
book-entry transfer, the notice of withdrawal must specify the name and the
number of the account at the applicable Book-Entry Transfer Facility to be
credited with the withdrawn Shares and otherwise comply with the procedures of
such facility.
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before shareholders decide whether
to accept or reject the Offer and, if accepted, at what price or prices to
tender their Shares. These materials are being mailed to record holders of
Shares and are being furnished to brokers, banks and similar persons whose
names, or the names of whose nominees, appear on the Company's shareholder list
(or, if applicable, who are listed as participants in a clearing agency's
security position listing) for transmittal to beneficial holders of Shares.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference herein.
2
<PAGE> 3
Additional copies of the Offer to Purchase and the Letter of
Transmittal may be obtained from the Information Agent and will be furnished at
the Company's expense. Questions and requests for assistance may be directed
to the Information Agent or the Dealer Manager as set forth below:
The Information Agent for the Offer is:
Kissel-Blake Inc.
110 Wall Street
New York, New York 10005
Banks and Brokers Call: (212) 344-6733
All Others Call Toll Free: (800) 554-7733
The Dealer Manager for the Offer is:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Call Toll Free: (888) 557-1524
November 18, 1996
3
<PAGE> 1
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT: GIVE THE TAXPAYER IDENTIFICATION NUMBER OF: NOTES:
- ----------------------------------------- ---------------------------------------------- -----
<C> <S> <C> <C>
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the account or, if
combined funds, any account) one of the
individuals 1
3. Husband and wife (joint account) The actual owner of the account or, if joint
funds, either person 1
4. Custodian account of a minor The minor 2
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor is the only
contributor, the minor 1
6. Account in the name of guardian or The ward, minor, or incompetent person 3
committee for a designated ward,
minor, or incompetent person
7. (a) The usual revocable savings The grantor-trustee 1
trust account (grantor is also
trustee)
(b) So-called trust account that is The actual owner 1
not a legal or valid trust under
State law
8. Sole proprietorship account The owner 4
9. A valid trust, estate or pension The legal entity. (Do not furnish the
trust identifying number of the personal
representative or trustee unless the legal
entity itself is not designated in the account
title.) 5
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison that receives agricultural
program payments
</TABLE>
- ---------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's Social Security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments
include the following:
-- A corporation.
-- A financial institution.
-- An organization exempt from tax under section 501(a), or an individual
retirement plan.
-- The United States or any agency or instrumentality thereof.
-- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
-- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
-- An international organization or any agency, or instrumentality thereof.
-- A registered dealer in securities or commodities registered in the U.S.
or a possession of the U.S.
-- A real estate investment trust.
-- A common trust fund operated by a bank under section 584(a).
-- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
-- An entity registered at all times under the Investment Company Act of
1940.
-- A foreign central bank of issue.
-- Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
-- Payments to nonresident aliens subject to withholding under section
1441.
-- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
-- Payments of patronage dividends where the amount received is not paid in
money.
-- Payments made by certain foreign organizations.
-- Payments made to a nominee.
<PAGE> 3
Payments of interest generally subject to backup withholding include the
following:
-- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
-- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
-- Payments described in section 6049(b)(5) to nonresident aliens.
-- Payments on tax-free covenant bonds under section 1451.
-- Payments made by certain foreign organizations.
-- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND
RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE
DIVIDENDS, ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If
you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you
fail to include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 20% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If
you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
