<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CASH AMERICA INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rules 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
To Our Shareholders:
The Annual Meeting of Shareholders of Cash America International, Inc. (the
"Company") will be held at the Fort Worth Club, 11th Floor, Fort Worth Club
Building, 306 West 7th Street, Fort Worth, Texas on Wednesday, April 24, 1996 at
10:00 a.m., Fort Worth Time, for the following purposes:
(1) To elect ten (10) persons to serve as directors of the Company to
hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified.
(2) To ratify the appointment of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the year 1996.
(3) To consider and act upon a proposal to amend the Company's 1989
Non-Employee Director Stock Option Plan.
(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of the Common Stock of the Company at the close of
business on March 6, 1996 are entitled to notice of and to vote at the Annual
Meeting. The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding Common Stock entitled to vote at the meeting is
required for a quorum to transact business. The stock transfer books will not be
closed.
Management sincerely desires your presence at the meeting. However, so that
we may be sure that your shares are represented and voted in accordance with
your wishes, please sign and date the enclosed proxy and return it promptly in
the enclosed stamped envelope. If you attend the meeting, you may revoke your
proxy and vote in person.
By Order of the Board of Directors,
HUGH A. SIMPSON
Secretary
Fort Worth, Texas
March 15, 1996
<PAGE> 3
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
(PRINCIPAL EXECUTIVE OFFICES)
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 1996
SOLICITATION OF PROXIES
The proxy statement and accompanying proxy are furnished in connection with
the solicitation by the Board of Directors of Cash America International, Inc.,
a Texas corporation (the "Company"), of proxies to be voted at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at the Fort Worth Club
located on the 11th Floor of the Fort Worth Club Building, 306 West 7th Street,
Fort Worth, Texas on Wednesday, April 24, 1996 at 10:00 a.m., Fort Worth Time
and at any recess or adjournment thereof. The solicitation will be by mail, and
this Proxy Statement and the accompanying form of proxy will be mailed to
shareholders on or about March 15, 1996.
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by giving written notice of revocation
to the Secretary of the Company at its principal executive offices or by
executing and delivering a later-dated proxy or by attending the Annual Meeting
and voting his or her shares in person. However, no such revocation shall be
effective until such notice has been received by the Company at or before the
Annual Meeting. Such revocation will not affect a vote on any matters taken
prior to receipt of such revocation. Mere attendance at the Annual Meeting will
not of itself revoke the proxy.
The expense of such solicitation will be borne by the Company and will
include reimbursement paid to brokerage firms and other custodians, nominees and
fiduciaries for their expenses in forwarding solicitation material regarding the
meeting to beneficial owners. The Company has retained Kissel-Blake Inc. to
assist in the solicitation of proxies from shareholders, and will pay such firm
a fee for its services of approximately $5,000.00. Further solicitation of
proxies may be made by telephone, facsimile or oral communication following the
original solicitation by directors, officers and regular employees of the
Company or by its transfer agent who will not be additionally compensated
therefor, but will be reimbursed by the Company for out-of-pocket expenses.
A copy of the Annual Report to Shareholders of the Company for its fiscal
year ended December 31, 1995 is being mailed with this Proxy Statement to all
shareholders entitled to vote, but does not form any part of the information for
solicitation of proxies.
VOTING SECURITIES OUTSTANDING; QUORUM
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on March 6, 1996
(the "Record Date"). At the close of business on March 6, 1996, there were
28,739,879 shares of Common Stock, par value $.10 per share, issued and
outstanding, each of which is entitled to one vote on all matters properly
brought before the meeting. There are no cumulative voting rights. The presence
in person or by proxy of the holders of a majority of the issued and outstanding
shares of Common Stock on the Record Date is necessary to constitute a quorum at
the Annual Meeting. Assuming the presence of a quorum, the affirmative vote of a
majority of the shares of Common Stock present, or represented by proxy, and
entitled to vote at the Annual Meeting is necessary for the election of
directors, for ratification of the appointment of independent auditors, and for
the approval of the proposed amendment to the Company's 1989 Non-Employee
Director Stock Option Plan. Shares voted for a
<PAGE> 4
proposal and shares represented by returned proxies that do not contain
instructions to vote against a proposal or to abstain from voting will be
counted as shares cast for the proposal. Shares will be counted as cast against
the proposal if the shares are voted either against the proposal or to abstain
from voting. Broker non-votes will not change the number of votes for or against
the proposal and will not be treated as shares entitled to vote.
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, the shareholders of the Company will consider and
vote on the following matters:
(1) Election of ten (10) persons to serve as directors of the Company
to hold office until the next annual meeting of shareholders or until their
successors are duly elected and qualified.
(2) Ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent auditors for the year 1996.
(3) A proposal to amend the Company's 1989 Non-Employee Director Stock
Option Plan.
(4) Such other business as may properly come before the Annual Meeting
or any adjournments thereof.
ELECTION OF DIRECTORS
The Company's Board of Directors for the ensuing year will consist of ten
(10) members who are to be elected for a term expiring at the next annual
meeting of shareholders or until their successors shall be elected and shall
have qualified. The following slate of ten nominees has been chosen by the Board
of Directors and the Board recommends that each be elected. Unless otherwise
indicated in the enclosed form of Proxy, the persons named in such proxy intend
to vote for the election of the following nominees for the office of director.
Messrs. Morton A. Cohn, James H. Greer, Clifton H. Morris, Jr., and R. L.
Waltrip have chosen not to stand for re-election, and hence are not nominees.
Nominees James H. Graves, Timothy J. McKibben, Alfred M. Micallef and Rosalin
Rogers are not presently serving as directors. All of the other nominees are
presently serving as directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
- ------------------------------ ----------------------------------------------------- --------
<S> <C> <C>
Jack Daugherty Chairman of the Board and Chief Executive Officer of 1983
(48) the Company since its inception. Mr. Daugherty has
owned and operated pawnshops since 1971.
A. R. Dike Mr. Dike has owned and served as Chairman of the 1988
(60) Board and Chief Executive Officer of The Dike Co.,
Inc. (a private insurance agency) for the past twenty
years. He was Chairman and Chief Executive Officer of
The Insurance Alliance, Inc. from January 1988 to
September 1991 and has been Chairman of Willis
Corroon Corporation of Texas since September 1991.
Daniel R. Feehan President and Chief Operating Officer of the Company 1984
(45) since January 1990.
B. D. Hunter Mr. Hunter is founder and Chairman of the Board and 1984
(66) Chief Executive Officer of Huntco, Inc., an
intermediate steel processing company.
Carl P. Motheral Mr. Motheral has served over twenty-five years as 1983
(69) President and Chief Executive Officer and also
Director of Motheral Printing Company (a commercial
printing company).
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
- ------------------------------ ----------------------------------------------------- --------
<S> <C> <C>
Samuel W. Rizzo Consultant and private investor since 1995, and prior 1984
(60) to that Executive Vice President of Service
Corporation International ("SCI"), a publicly held
company that owns and operates funeral homes and
related businesses, since February 1990.
James H. Graves Managing Director and Partner of J. C. Bradford & --
(47) Co., a Nashville based securities firm, where he has
worked for more than five years.
Timothy J. McKibben Chairman of the Board of Ancor Holdings L.L.C., a --
(47) private investment firm, since January 1995, and from
October 1988 until November 1994, Chief Executive
Officer of Anago Incorporated, a company that
manufactures disposable medical products.
Alfred M. Micallef Chief Executive Officer of JMK International, Inc., a --
(53) holding company of rubber and plastics manufacturing
businesses, since 1975.
Rosalin Rogers Private investor since 1986, and prior to that a --
(45) principal with the brokerage firm of Financial First,
Inc. in New York, New York.
</TABLE>
Each nominee for election as a director has consented to serve if elected.
The Board of Directors does not contemplate that any of the above-named nominees
for director will be unable to accept election as a director of the Company.
Should any of them become unavailable for election as a director of the Company
then the persons named in the enclosed form of proxy intend to vote such shares
represented in such proxy for the election of such other person or persons as
may be nominated or designated by the Board of Directors.
Certain nominees for director of the Company hold directorships in
companies with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934. Mr. Hunter is a director of Mark Twain
Bancshares, Inc., Celebrity, Inc., SCI, and Huntco, Inc. Messrs. Daugherty,
Rizzo and Graves are directors of Hallmark Financial Services, Inc. Messrs.
Daugherty and Feehan are also directors of KBK Capital Corporation. Mr. Rizzo is
also a director of Tanknology Environmental, Inc. Also, Mr. Daugherty is a
director of Dog World Inc., and Mr. Micallef is a director of Snyder Oil
Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held seven meetings during the fiscal year ended
December 31, 1995. Standing committees of the Board include the Executive
Committee, Audit Committee, Executive Compensation Committee, Stock Option
Committee, and Finance Committee. The Company does not have a Nominating
Committee.
The Executive Committee's principal responsibilities include: (a) approval
of acquisitions, (b) general review of the Company's financial condition and
results of operations, and (c) exercising other powers of the Board when the
Board is not in session. Its members are Messrs. Daugherty, Feehan, Greer,
Morris, Motheral, Rizzo and Waltrip. The Executive Committee held seven meetings
during fiscal 1995.
The Audit Committee's principal responsibilities consist of (a)
recommending the selection of independent accountants, (b) reviewing the scope
of the audit conducted by such auditors, as well as the audit itself, and (c)
reviewing the Company's internal audit activities and matters concerning
financial reporting, accounting and audit procedures, and policies generally.
Its members are Messrs. Morris, Motheral and Rizzo. The Audit Committee held
four meetings during fiscal 1995.
The Stock Option Committee has the general duty to review and approve
granting of stock options. The Stock Option committee administers the Company's
1987 Stock Option Plan (with Stock Appreciation
3
<PAGE> 6
Rights) and the 1989 Key Employee Plan. Its members are Messrs. Greer, Hunter
and Morris. The Stock Option Committee held one meeting during fiscal year 1995.
The Finance Committee has the responsibility of reviewing and making
recommendations to the Board concerning (a) the Company's credit facilities and
permitted indebtedness, (b) the Company's capital needs and its opportunities in
the capital markets, and (c) other aspects of the Company's financial
strategies, policies and structure. Its members are Messrs. Feehan, Rizzo and
Waltrip. The Finance Committee did not meet in 1995.
All directors attended 75% or more of the total number of meetings of the
Board and of committees on which they serve.
DIRECTORS' COMPENSATION
Directors each receive a retainer of $1,500 per quarter. In addition, Board
members receive $1,500 per quarterly Board meeting attended, Executive Committee
members receive $1,200 for each Executive Committee meeting attended, and all
other committee members receive $750 for each committee meeting attended.
During 1989, the Company adopted the 1989 Non-Employee Director Stock
Option Plan (the "Non-Employee Director Plan"), which provided for the grant to
the Company's non-employee directors of options to purchase the Company's $.10
par value Common Stock. The Non-Employee Director Plan was approved by the
Company's shareholders at the 1990 Annual Meeting. Effective October 25, 1989,
all of the options available for grant under the Non-Employer Director Plan were
granted to the following persons and in the following amounts (after adjustment
for stock splits in 1990 and 1992): 225,000 shares to each non-employee director
serving on the Executive Committee of the Board of Directors (i.e., Messrs.
Waltrip, Rizzo, Cohn, Motheral and Morris), 150,000 shares to each other
non-employee director with at least each two years of service on the Board of
Directors as of the date of grant (i.e., Messrs. Hunter and Greer), and 120,000
shares to each other non-employee director (i.e., Mr. Dike). The exercise price
for all shares underlying such options was the last reported sale price of the
Common Stock on the American Stock Exchange on the day preceding the date of
grant ($6.33 after adjustment for stock splits in 1990 and 1992). The options
granted are for a term of 10 years from the date of grant. The options may be
exercised with respect to 40 per cent of the number of shares subject to the
options six months after the date of grant, and an additional 10 per cent of the
shares subject to the options shall be exercisable as of the first, second,
third, fourth, fifth and sixth anniversaries of the date of grant, except that
in the event of the death or termination of service as a director by reason of
disability, or in the event of a "change in control" of the Company (as that
term is defined in the Non-Employee Director Plan), the options shall be
immediately exercisable in full. An option holder may use already-owned Common
Stock as full or partial payment for the exercise of options granted under the
Non-Employee Director Plan. As a condition to participation in the Non-Employee
Director Plan, each director named above in this paragraph entered into a
Consultation Agreement with the Company dated as of April 25, 1990. Under these
Agreements, the non-employee directors have agreed to serve the Company in an
advisory and consultive capacity. They do not receive any additional
compensation under these Agreements, however.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company has only one outstanding class of equity securities, its Common
Stock, par value $.10 per share.
The following table sets forth certain information, as of the Record Date,
with respect to each person or entity who is known to the Company to be the
beneficial owner of more than five percent (5%) of the Company's Common Stock.
The information below was derived solely from filings made by such owners with
the Securities and Exchange Commission.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
- ------------------------------------------------------------------------ --------- --------
<S> <C> <C>
David L. Babson & Co., Inc.............................................. 2,146,600(1) 7.47%
One Memorial Drive
Cambridge, Massachusetts 02142
Wanger Asset Management, L.P............................................ 1,669,200(2) 5.81%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
</TABLE>
- ---------------
(1) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that David L. Babson & Co., Inc. has the voting power with
regard to 1,024,300 shares and the right to dispose of all 2,146,600
shares.
(2) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that Wanger Asset Management, L.P. has no voting power with
regard to the shares and has the right to dispose of all 1,669,200 shares.
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of February 26, 1996, by its
directors, nominees for election as directors, named executive officers, and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF
BENEFICIAL PERCENT
NAME OWNERSHIP(1)(2) OF CLASS
---------------------------------------------------------- ----------------- --------
<S> <C> <C>
Jack Daugherty............................................ 957,496 3.23%
Morton A. Cohn............................................ 403,748(3) 1.39%
A. R. Dike................................................ 126,000 .44%
Daniel R. Feehan.......................................... 450,763(4) 1.55%
James H. Greer............................................ 150,000 .52%
B. D. Hunter.............................................. 165,000(5) .57%
Clifton H. Morris, Jr..................................... 227,000(6) .78%
Carl P. Motheral.......................................... 444,065 1.53%
Samuel W. Rizzo........................................... 306,710(7) 1.05%
R. L. Waltrip............................................. 253,278 .87%
Gregory W. Trees.......................................... 30,438 .11%
Dale R. Westerfeld........................................ 46,217(8) .16%
Don R. Blevins............................................ 8,883 *
Terry R. Kuntz(9)......................................... -0- --
Robert D. Brockman........................................ -0- --
James H. Graves........................................... -0- --
Timothy J. McKibben....................................... -0- --
Alfred M. Micallef........................................ -0- --
Rosalin Rogers............................................ 6,000 *
All Directors and Executive Officers as a group (18
persons)................................................ 3,631,719(10) 11.50%
</TABLE>
5
<PAGE> 8
- ---------------
* Indicates ownership of less than .1% of the Company's Common Stock.
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Unless otherwise indicated, each of the persons named has sole
voting and investment power with respect to the shares reported.
(2) Except for the percentages of certain parties that are based on options
exercisable within sixty days of February 26, 1996, as indicated below, the
percentages indicated are based on 28,739,879 shares of Common Stock issued
and outstanding on February 26, 1996. In the case of parties holding
options, the percentage ownership is calculated on the assumption that the
shares presently purchasable or purchasable within the next sixty days
underlying such options are outstanding. The shares subject to options that
are exercisable within sixty days of February 26, 1996 are as follows: Mr.
Daugherty -- 863,000 shares; Messrs. Cohn, Morris, Motheral, Rizzo and
Waltrip -- 225,000 shares each; Mr. Dike -- 120,000 shares; Mr.
Feehan -- 320,750 shares; Messrs. Greer and Hunter -- 150,000 shares each;
Mr. Trees -- 25,625 shares; Mr. Westerfeld -- 20,500 shares; and Mr.
Blevins -- 8,500 shares.
(3) This amount includes 68,248 shares held in trust for Mr. Cohn's children
over which Mr. Cohn has voting power only in the form of an irrevocable
voting proxy. Mr. Cohn disclaims any beneficial ownership thereof.
(4) This amount includes 2,400 shares owned by Mr. Feehan's wife and 600 shares
in the name of Mr. Feehan's children.
(5) This amount includes 15,000 shares held by a corporation that Mr. Hunter
indirectly controls. Mr. Hunter disclaims beneficial ownership of such
shares.
(6) This amount includes 2,000 shares owned by Mr. Morris' wife.
(7) This amount includes 18,600 shares owned by trusts of which Mr. Rizzo is
trustee and 4,000 shares owned by Mr. Rizzo's wife.
(8) This amount includes 450 shares owned in the name of Mr. Westerfeld's
children.
(9) Mr. Kuntz resigned as Executive Vice President of the Company effective
June 30, 1995.
(10) This amount includes 2,827,375 shares that directors and executive officers
have the right to acquire within the next sixty days through the exercise
of stock options.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file under
the Securities Exchange Act of 1934 reports of ownership and changes of
ownership with the Securities and Exchange Commission. Based solely upon copies
of such reports and information provided to the Company by individual directors
and executive officers, the Company believes that during the fiscal year ended
December 31, 1995 all filing requirements applicable to executive officers and
directors have been complied with.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following sets forth information concerning the compensation of the
Company's Chief Executive Officer, each of the other four most highly
compensated executive officers, and two former executive officers of the Company
for the fiscal years shown.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION --
AWARDS
--------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
NAME AND ---------------------- OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SARS (#) ($)(1)
- ---------------------------- ---- --------- -------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Jack R. Daugherty, 1995 378,000 -- -- 48,534
Chairman and CEO 1994 360,000 36,000 175,000 42,202
1993 300,000 60,000 25,500 38,399
Daniel R. Feehan, 1995 315,000 -- -- 30,464
President and Chief 1994 300,000 28,500 145,000 29,242
Operating Officer 1993 240,000 48,000 20,500 27,721
Gregory W. Trees, 1995 150,000 -- 5,000 3,515
Vice President -- 1994 137,500 12,500 7,000 2,576
Marketing and 1993 125,000 9,375 6,500 1,034
Merchandising(2)
Dale R. Westerfeld, 1995 129,130 -- 5,000 28,356
Former Vice President -- 1994 120,000 10,000 6,500 2,473
Chief Financial Officer(3) 1993 97,500 9,750 6,500 644
Don R. Blevins, Executive 1995 120,000 -- 7,500 2,674
Vice President -- European
Operations(4)
Terry R. Kuntz, 1995 113,000 -- -- 227,297
Former Executive Vice 1994 215,000 19,000 15,000 4,144
President -- Operations(5) 1993 190,000 19,000 14,500 2,644
Robert D. Brockman, 1995 87,500 21,045 7,500 33,534
Executive Vice President --
Administration(6)
</TABLE>
- ---------------
<TABLE>
<S> <C> <C>
(1) The amounts disclosed in this column include:
(a) Company contributions of the following amounts under the Company's 401(k) Employees'
Savings Plan on behalf of Mr. Daugherty, $260 in 1993, $3,560 in 1994 and $3,675 in
1995; Mr. Feehan, $260 in 1993, $2,560 in 1994 and $2,625 in 1995; Mr. Trees, $390
in 1993, $1,932 in 1994 and $2,161 in 1995; Mr. Westerfeld, $1,829 in 1994 and
$1,770 in 1995; Mr. Blevins, $1,189 in 1995; and Mr. Kuntz, $1,500 in 1994 and $975
in 1995.
(b) Payment by the Company of premiums for 1993, 1994 and 1995, respectively, for term
life insurance on behalf of Mr. Daugherty: $644, $644 and $679; Mr. Feehan: $644,
$377 and $398; Mr. Trees: $644, $1,066 and $1,354; Mr. Westerfeld: $644, $377 and
$479; and Mr. Kuntz: $644, $644, and $322. Payments in 1995 for Messrs. Blevins and
Brockman were $1,485 and $730, respectively.
(c) Payment of the following amounts for additional term life insurance on behalf of Mr.
Daugherty, $2,495 in 1993, $2,998 in 1994 and $9,180 in 1995; Mr. Feehan, $1,817 in
1993, $1,038 in 1994 and $2,441 in 1995; and Mr. Kuntz, $2,000 in 1993 and 1994.
(d) Annual premium payments under split-dollar life insurance policies on Mr. Feehan
($25,000) and on Mr. Daugherty's spouse ($35,000).
(2) Mr. Trees joined the Company on March 30, 1992. The amount in the last column for 1993
includes $9,721 for certain moving and temporary living expenses.
</TABLE>
7
<PAGE> 10
<TABLE>
<S> <C> <C>
(3) Mr. Westerfeld transferred to the Company's U.K. subsidiary in 1995 to serve as Managing
Director, and he no longer serves as an executive officer of the Company. The amount in
the last column includes $26,287 for moving and temporary living expenses.
(4) Mr. Blevins has served as an executive officer of the Company's U.K. subsidiary and in
January 1996 became Executive Vice President -- European Operations of the Company. Prior
to that time he was not serving as an executive officer of the Company; therefore, no
compensation figures are shown for prior fiscal years.
(5) Mr. Kuntz resigned as Executive Vice President -- Operations of the Company effective
June 30,1995. The amount in the last column for 1995 includes a separation payment of
$226,000.
(6) Mr. Brockman joined the Company on June 21, 1995. The amount in the last column includes
$32,804 for moving and temporary living expenses.
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
named executive officers of the Company during the fiscal year ended December
31, 1995.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SARS
SARS GRANTED TO EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME (#) FISCAL YEAR ($/SH) DATE VALUE($)(1)
- -------------------------------------------- --------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Jack R. Daugherty -0- -- -- -- --
Daniel R. Feehan -0- -- -- -- --
Gregory W. Trees 5,000(2) 3.1 5.625 12/13/00 9,700
Dale R. Westerfeld 5,000(2) 3.1 5.625 12/13/00 9,700
Don R. Blevins 7,500(2) 4.7 5.625 12/13/00 14,550
Terry R. Kuntz -0- -- -- -- --
Robert D. Brockman 7,500(2) 4.7 5.625 12/13/00 14,550
</TABLE>
- ---------------
(1) As permitted by the Securities and Exchange Commission's rules on executive
compensation disclosure, the Company used the Black-Scholes model of option
valuation to determine grant date present value. The Company does not
advocate or necessarily agree that the Black-Scholes model can properly
determine the value of an option. Calculations are based upon the following
assumptions: (i) dividend yield of .62% per share based on the Company's
history of dividend payments; (ii) volatility of 34%; (iii) exercise of the
option at the end of the option term; (iv) a risk-free rate of return of
5.5% (based on the then quoted yield of Treasury Strips maturing 5 years
from the grant date); and (v) a 3% annual discount factor for vesting
limitations.
(2) These stock options were granted on December 14, 1995 and become exercisable
in four equal annual installments beginning one year after the grant date.
8
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
The following table provides information concerning option exercises in
fiscal 1995 and the value of unexercised options held by each of the named
executive officers at the end of the Company's last fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY
FY-END OPTIONS/SARS AT
(#)(1) FY-END ($)(2)
SHARES --------------- --------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------- ------------ ------------ --------------- --------------------
<S> <C> <C> <C> <C>
Jack R. Daugherty 25,500 30,281.25 863,000/133,500 N/A
Daniel R. Feehan 22,500 26,718.75 320,750/113,250 N/A
Gregory W. Trees -0- N/A 25,625/20,375 N/A
Dale R. Westerfeld 9,500 11,281.25 20,500/15,000 N/A
Don R. Blevins -0- N/A 8,500/16,000 N/A
Terry R. Kuntz -0- N/A -0-/-0- N/A
Robert D. Brockman -0- N/A -0-/17,500 N/A
</TABLE>
- ---------------
(1) These figures reflect the appropriate adjustments for the Company's
three-for-two stock split in May 1990 and the two-for-one stock split in
April 1992.
(2) Based upon the closing price of $5.50 per share of the Company's Common
Stock on the New York Stock Exchange on December 29, 1995, the last trading
day of the fiscal year, none of the unexercised options were in-the-money.
COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Company's Board of Directors
consists entirely of outside directors of the Company. The Committee oversees
and administers the Company's executive compensation program and administers the
Company's 1994 Long-Term Incentive Plan. Its decisions relating to executive
compensation are reviewed by the full Board of Directors. The Committee held one
meeting during fiscal 1995.
- -- OVERALL EXECUTIVE COMPENSATION POLICIES
The basic philosophy of the Company's executive compensation program is to
link the compensation of its executive officers to their contribution toward the
enhancement of shareholder value. Consistent with that philosophy, the program
is designed to meet the following policy objectives:
- Attracting and retaining qualified executives critical to the long-term
success of the Company.
- Tying executive compensation to the Company's general performance and
specific attainment of long-term strategic goals.
- Rewarding executives for contributions to strategic management designed
to enhance long-term shareholder value.
- Providing incentives that align the executive's interest with those of
the Company's shareholders.
9
<PAGE> 12
- -- ELEMENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of the following
elements designed to meet the policy objectives set out above:
Base Salary
The Committee set the annual salary of the Company's Chief Executive
Officer and the President and reviewed the annual salaries of the Company's
other executive officers for fiscal 1995. In setting appropriate annual
salaries, the Committee takes into consideration the minimum salaries set forth
in certain executives' employment contracts (described elsewhere in this Proxy
Statement), the level and scope of responsibility, experience, and performance
of the executive, the internal fairness and equity of the Company's overall
compensation structure, and the relative compensation of executives in similar
positions in the marketplace. The Committee relies on information supplied by an
outside compensation consulting firm pertaining to competitive compensation. The
Committee tends to position base salary and annual incentive targets at the 50th
percentile of the competitive market. The Committee believes that very few of
the companies in the peer group described below under "Performance Graph" are
included in the surveys used for compensation comparisons. Those surveys
represent a much broader collection of U.S. companies.
Annual Incentive Compensation
Beginning in fiscal 1989, the Board of Directors adopted an annual
incentive cash bonus plan for its highest ranking executive officers, who for
fiscal 1995 were Messrs. Daugherty and Feehan. Under this plan, such executive
officers could receive an annual incentive cash bonus based on the Company's
annual pre-tax earnings performance measured against the financial plan approved
by the Board of Directors for that year. The incentive bonus ranges from 20
percent to 50 percent of each executive officer's base salary. The 20 percent
bonus is payable upon the Company achieving the specified pre-tax earnings goal,
and additional sums are payable if and to the extent the Company exceeds the
goal, with the full 50 percent payable if the Company exceeds the goal by 5
percent or more.
The Board of Directors adopted a similar bonus plan for the other executive
officers and vice presidents of the Company. For those participants, the
incentive bonus ranges from 10 percent to 20 percent of their base salary. No
bonuses were paid in fiscal 1995 under this plan.
Stock Options
In furtherance of the objective of providing long-term incentives that
relate to improvement in long-term shareholder value, the Company has awarded
stock options to its executive officers under its 1987 Stock Option Plan (with
Stock Appreciation Rights). As stated elsewhere in this Proxy Statement, this
Plan is administered by the Board's Stock Option Committee. The Company has
previously granted just under the maximum number of options permitted to be
granted under this Plan and, thus, did not grant any options to its executive
officers under this Plan in 1995.
Long-Term Incentive Plan
Upon the recommendation of the Committee, the Board of Directors adopted
the 1994 Long-Term Incentive Plan in January 1994, and the shareholders of the
Company approved the 1994 Plan at the Annual Meeting in April 1994. The 1994
Plan provides for expanded forms of stock-based long-term incentive compensation
awards. This Plan is intended to further the objective of fostering and
promoting improvement in long-term financial results and increases in
shareholder value. Awards under the 1994 Plan may take the form of restricted
stock grants, stock options, stock appreciation rights, performance share
awards, or a combination of the above. The Company granted options to certain of
its executive officers in 1995 at an exercise price equal to the closing price
of the Company's common stock on the New York Exchange on the day preceding the
date of grant. The options become exercisable in equal increments annually
beginning on the first anniversary of the date of grant. (See the "Options/SAR
Grants in Last Fiscal Year" table in this Proxy Statement.) This arrangement
rewards effective management that results in long-term increases in the
10
<PAGE> 13
Company's stock price. The number of options granted to the Company's highest
paid executive officers, as reflected elsewhere in this Proxy Statement, is
based in part on many of the same considerations underlying the determination of
annual base salary. The Committee relies on its outside compensation consultant
to supply market data on long-term incentives. The committee uses the
Black-Scholes model to determine competitive option awards equal to the 50th
percentile of general market practices.
Deductibility Cap on Executive Compensation
A federal tax law enacted in 1994 disallows corporate deductibility for
certain compensation paid in excess of $1,000,000 to the Chief Executive Officer
and the four other most highly paid executive officers. "Performance-based
compensation," as defined in the tax law, is not subject to the deductibility
limitation, provided certain shareholder approval and other requirements are
met. Although the cash compensation paid to the Company's Chief Executive
Officer and the four other most highly paid executive officers is well below the
$1,000,000 level in each case, the Committee determined that the Company should
seek to ensure that future stock option and performance award compensation under
the 1994 Plan qualifies as "performance-based compensation." Accordingly, the
1994 Plan is intended to meet the requirements of this tax law and thereby
preserve full deductibility of both stock option and stock-based performance
award compensation expense.
- -- CEO'S COMPENSATION FOR FISCAL 1995
The fiscal 1995 salary of Mr. Jack R. Daugherty, Chief Executive Officer of
the Company, was based primarily on his rights under his ten-year employment
agreement with the Company dated April 25, 1990, which is described elsewhere in
this Proxy Statement. Under that agreement, Mr. Daugherty's minimum base salary
is $225,000. The Committee has increased Mr. Daugherty's base salary annually
since that time (except in 1993) after taking into consideration the factors
described under "Base Salary" above. For fiscal 1995, the Committee set Mr.
Daugherty's base salary at $378,000, which represents a 5% increase. The
Committee believes that the total cash compensation paid to Mr. Daugherty was
appropriate in light of the Company's accomplishments in 1995, including a 17%
increase in revenue net of cost of goods sold and a 25% increase in income from
operations.
These 1995 accomplishments also support the Committee's belief that the
fiscal 1995 cash compensation of the Company's other executive officers was set
at appropriate levels.
EXECUTIVE COMPENSATION COMMITTEE
R. L. Waltrip, Chairman
A. R. Dike
B. D. Hunter
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the preceding report and the Performance Graph on Page 12
shall not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors serve on the Executive Compensation
Committee of the Company's Board of Directors: A. R. Dike, B. D. Hunter, and R.
L. Waltrip.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
As a condition to receiving grants of options under the 1989 Key Employee
Stock Option Plan for Cash America International, Inc., Messrs. Daugherty and
Feehan entered into employment agreements with the Company dated April 25, 1990.
Upon the expiration of the initial terms of the agreements (ten years in the
11
<PAGE> 14
case of Mr. Daugherty and five years in the case of Mr. Feehan), they
automatically renew for additional one-year periods until one party notifies the
other to the contrary. Under these agreements, compensation is determined
annually by the Company's Board of Directors, subject to minimum annual
compensation for Messrs. Daugherty and Feehan of $225,000 and $190,000,
respectively. Included in each agreement is a covenant of the employee not to
compete with the Company during the term of his employment and for a period of
three years thereafter. The employment agreements also provide that if the
employee is terminated by the Company other than for cause, the Company will pay
to the employee the remainder of his current year's salary (undiscounted) plus
the discounted present value (employing an interest rate of 8%) of two
additional years' salary. In the event the employee resigns or is terminated
other than for cause within twelve months after a "change in control" of the
Company (as that term is defined in the employment agreement), the employee will
be entitled to earned and vested bonuses at the date of termination plus the
remainder of his current year's salary (undiscounted) plus the present value
(employing an interest rate of 8%) of two additional years' salary (for which
purpose "salary" includes the annual rate of compensation immediately prior to
the "change in control" plus the average annual cash bonus for the immediately
preceding three year period). The Company also entered into a similar employment
agreement effective March 30, 1992 with Gregory W. Trees, Vice
President -- Marketing and Merchandising. It provides for minimum annual
compensation of $125,000. The primary term of the agreement has an expiration
date of March 31, 1995 and is followed by two one-year renewal terms.
PERFORMANCE GRAPH
The following Performance Graph shows the changes over the past five year
period in the value of $100 invested in: (1) the Company's Common Stock, (2) the
Standard & Poor's 500 Index, and (3) the common stock of a peer group of
companies whose returns are weighted according to their respective market
capitalizations. The values of each investment as of the beginning of each year
are based on share price appreciation and the reinvestment of dividends. The
peer group consists of the following companies, whose businesses taken as a
whole resemble the Company's unique combination of consumer lending and resale
activities: Beneficial Corp., Household International, Circuit City Stores,
Jewelmaster, Inc., Peoples Jewellers, MacFrugal's Bargains, Luria (L.) & Sons,
Inc., Oshman's Sporting Goods, Lowe's Corp., and Tandy Corp.
TOTAL SHAREHOLDER RETURNS -- DIVIDENDS REINVESTED
[GRAPH]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
CASH AMERICA
MEASUREMENT PERIOD IN- PEER GROUP
(FISCAL YEAR COVERED) TERNATIONAL S&P 500 INDEX
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
DEC 90 100 100 100
- ------------------------------------------------------------------------------
DEC 91 127.92 130.47 140.39
- ------------------------------------------------------------------------------
DEC 92 145.19 140.41 176.09
- ------------------------------------------------------------------------------
DEC 93 125.92 154.56 248.24
- ------------------------------------------------------------------------------
DEC 94 133.42 156.60 273.27
- ------------------------------------------------------------------------------
DEC 95 74.86 215.45 314.83
- ------------------------------------------------------------------------------
</TABLE>
Data Source: Standard & Poor's Compustat
12
<PAGE> 15
TRANSACTIONS WITH MANAGEMENT
The Board of Directors of the Company adopted an officer stock loan program
in 1994. The purpose of the program is (i) to facilitate and encourage the
ownership of Company common stock by the officers of the Company and (ii) to
establish the terms for stock loan transactions with officers. Participants in
the program can utilize loan proceeds to acquire and hold common stock of the
Company by means of option exercises or otherwise. The stock to be held as a
result of the loan must be pledged to the Company to secure the obligation to
repay the loan. The loan proceeds for a particular borrowing may not exceed a
certain percentage of the then current value of the stock to be pledged, with
that percentage varying depending on whether the stock is acquired through
option exercise or otherwise. Under the terms of the loan, interest accrues at
the rate of 1% over a designated bank's "prime rate." Interest is payable
annually and may be paid with additional loan proceeds, provided that the
outstanding aggregate principal balance of the officer's loan would not exceed
the then aggregate value of the pledged stock that would secure the loan. The
limit on the principal balance that a participant may have outstanding under
this program is three times annual base salary for executive officers and twice
the amount of annual base salary for other officers. The aggregate principal
balance of all outstanding loans under the program may not exceed $5,000,000 at
any time. A participant may not obtain additional loan proceeds at any time when
his then outstanding principal balance would exceed the aggregate value of his
pledged stock. If that outstanding balance exceeds the value of the pledged
stock for a period of 24 consecutive months, the borrower must repay the
principal balance in 20 equal quarterly installments. As of December 31, 1995,
Messrs. Daugherty and Feehan had stock loans outstanding under this program in
the aggregate principal amounts of $625,723 and $897,220, respectively.
PROPOSAL TO APPROVE AMENDMENT TO THE 1989 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN
The Board of Directors has proposed that the Non-Employee Director Plan be
amended to increase the term of the options granted under such Plan from ten
(10) years to fifteen (15) years by revising Section 5 of such Plan to read as
follows: "The Options granted under this Plan shall be for a term of fifteen
years from the date of granting of each Option." (For a description of the
material features of the Non-Employee Director Plan, see the discussion under
"Directors' Compensation" in this Proxy Statement, which description does not
purport to be complete and is qualified in its entirety by reference to the text
of the Non-Employee Director Plan. A copy of the Non-Employee Director Plan has
been filed with the Securities and Exchange Commission, and any shareholder
desiring a copy of this Plan may obtain it by writing to Cash America
International, Inc., 1600 West 7th Street, Fort Worth, Texas 76102, Attention:
Corporate Secretary.) If this proposed amendment is approved, the option
agreements covering the options granted under this Plan will be amended to
provide that the term of such options will expire October 25, 2004.
The options granted under the Non-Employee Director Plan are "non-qualified
options" under the federal income tax laws. The recipients of options incurred
no tax upon the grant of the options, and the Company received no expense
deduction. At the time of the exercise of an option, the excess of the fair
market value over the exercise price will constitute ordinary income to the
holder, and the Company will be allowed a deduction in the same amount. (On
March 6, 1996, the closing price per share of the Company's common stock on the
New York Stock Exchange was $5.50.)
The Board of Directors believes that the proposed amendment, if approved,
would further the goal of rewarding those efforts of the Company's outside
directors that result in the enhancement of long-term shareholder value.
THE BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO
THE 1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
13
<PAGE> 16
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P. of Fort Worth, Texas served as independent public
accountants for the Company for fiscal 1995 and has reported on the Company's
financial statements. The Board of Directors of the Company has selected Coopers
& Lybrand L.L.P. to audit the accounts of the Company for the fiscal year ending
December 31, 1996 and recommends to the shareholders that they ratify this
selection for the ensuing fiscal year ending December 31, 1996. The Company has
been advised that Coopers & Lybrand L.L.P. has no relationship with the Company
or its subsidiaries other than that arising from the firm's employment as
auditors. The affirmative vote of a majority of the outstanding shares of Common
Stock present at the Annual Meeting in person or by proxy is necessary for the
ratification of the appointment of Coopers & Lybrand L.L.P. as independent
public accountants.
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Annual Meeting and will be afforded an opportunity to make a statement and
will be available to respond to appropriate questions at such meeting.
While shareholder ratification is not required for the selection of Coopers
& Lybrand L.L.P. since the Board of Directors has the responsibility for the
selection of the Company's independent public accountants, the selection is
being submitted for ratification at the Annual Meeting with a view towards
soliciting the shareholders' opinion thereon, which opinion will be taken into
consideration in future deliberations.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE 1996 FISCAL
YEAR.
OTHER BUSINESS
Any proposal to be presented by a shareholder at the Company's 1997 Annual
Meeting of Shareholders must be presented to the Company by no later than
November 15, 1996.
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders are urged, regardless of the number of shares
of stock owned, to date, sign and return the enclosed proxy in the enclosed
reply envelope.
By Order of the Board of Directors
HUGH A. SIMPSON
Secretary
March 15, 1996
14
<PAGE> 17
APPENDIX
1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OF
CASH AMERICA INVESTMENTS, INC.
1. Purpose of the Plan.
This 1989 Non-Employee Director Stock Option Plan (the "Plan") is
intended as an incentive to retain as independent directors on the Board of
Directors of the Company persons of training, experience and ability, to
encourage the sense of proprietorship of such persons, and to stimulate the
active interest of such persons in the development and financial success of the
Company. It is further intended that options (the "Options") issued pursuant
to this Plan shall constitute nonqualified stock options within the meaning of
Section 83 of the Internal Revenue Code of 1986, as amended ("Code").
2. Shares and Options.
Subject to adjustments provided in Paragraph 8 hereof, a total of
515,000 shares (the "Shares") of Common Stock, $.10 par value ("Stock"), of the
Company shall be subject to the Plan. The Shares subject to the Plan shall
consist of unissued shares or previously issued shares reacquired and held by
the Company, or any Subsidiary of the Company, and such number of Shares shall
be and hereby is reserved for sale for such purpose. Any of such Shares that
may remain unsold and that are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purpose of the Plan,
but until termination of the Plan the Company shall at all times reserve a
sufficient number of Shares to meet the requirements of the Plan. Should any
Option expire or be cancelled prior to its exercise in full, the Shares
theretofore subject to such Option may not again be subjected to an Option
under the Plan.
3. Automatic Grant of Options.
(a) Options shall be granted to those persons (an "Eligible Person")
who as of the effective date hereof are Directors of the Company and are
not employees of the Company or a Subsidiary. Each Option shall be
evidenced by an option agreement, which shall contain terms that are not
inconsistent with this Plan or applicable laws. The Options automatically
granted to Directors under this Plan shall be in addition to regular
director's fees or other benefits with respect to the Director's position
with the Company or its Subsidiaries. Neither the Plan nor any Option
granted under the Plan shall confer upon any person any right to continue
to serve as a Director. For purposes of this Plan, the term Subsidiary
shall mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of
the Option, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one or more of the other
corporations in such chain.
<PAGE> 18
(b) Options shall be granted as follows:
(i) Each Eligible Person who is a member of the Executive
Committee of the Board of Directors of the Company as of the effective
date hereof shall be granted an Option for Seventy Five Thousand
(75,000) Shares;
(ii) Each Eligible Person who is not a member of the Executive
Committee as of the effective date hereof and has at least two (2)
years of service on the Board of Directors shall be granted an Option
for Fifty Thousand (50,000) Shares; and
(iii) All other Eligible Persons as of the effective date hereof
shall be granted an Option for Forty Thousand (40,000) Shares.
The number of Shares subject to each such Option shall constitute the
maximum number of Shares which each respect Eligible Person may acquire under
the Plan.
4. Option Price.
(a) The exercise price of each Share placed under Option pursuant to
the Plan shall be the fair market value of such Share on October 24, 1989,
the date preceding the day on which Options under the Plan are hereby
granted.
(b) The fair market value of a Share on a particular date shall be the
closing price of Stock, which shall be (i) if the Stock is listed or
admitted for trading on any United States national securities exchange, the
last reported sale price of Stock on such exchange as reported in any
newspaper of general circulation or (ii) if Stock is quoted on NASDAQ or
any similar system of automated dissemination of quotations of securities
prices in common use, the mean between the closing high bid and low asked
quotations for such day of Stock on such system. If neither clause (i) nor
(ii) is applicable, the fair market value shall be determined by any fair
and reasonable means prescribed by the Board.
5. Option Period.
The Options granted under this Plan shall be for a term of ten years
from the date of granting of each Option.
6. Exercise of Options; Certain Conditions to Grant.
(a) Options granted under this Plan shall be exercisable,
cumulatively, with respect to 40% of the number of Shares subject to the
Option effective as of the date of grant of the Option, and an additional
10% of the Shares subject to the Option shall be exercisable as of the
first, second, third, fourth, fifth and sixth anniversaries of the date of
grant. The above described Options shall be exercisable irrespective of
the limitations described above in the event of death of the Optionee while
serving as a Director of the Company or termination of service as a
Director of the Company of the Optionee by reason of disability. The term
"Optionee" shall mean a person to
2
<PAGE> 19
whom an Option is granted under this Plan or any successor to the rights of
such person under this Plan by reason of the death of such person.
As a condition to receiving grants of Options described in this
subparagraph (a) of Paragraph 6, each Optionee will be required to enter into a
consulting agreement with the Company. Each such consulting agreement shall be
for an initial term of one year, (and shall renew annually for additional one
year terms unless terminated by either party), shall describe the position and
duties of the Optionee as a director and shall provide for a covenant not to
compete running for the duration of the consulting agreement and for three
years after termination of the Optionee's service as a director of the Company.
Covenants not to compete contained in consulting agreements shall prohibit
competition in any state in which the Company is operating at the time of
termination of service as a director of the Company or any state in which the
Company had reasonable prospects of engaging in business during the
noncompetition period.
Notwithstanding the foregoing provisions, no Option shall be
exercisable within six months of the date of grant; provided, that this
limitation does not apply in the event of the death or disability of the
Optionee.
(b) Options may be exercised solely by the Optionee during his
lifetime or after his death by the personal representative of the
Optionee's estate or the person or persons entitled thereto under his will
or under the laws of descent and distribution.
(c) An Option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of
the Option, (ii) full payment of the aggregate exercise price of the Shares
as to which the Option is exercised has been made, and (iii) arrangements
that are satisfactory to the Board of Directors in its sole discretion have
been made for the Optionee's payment to the Company of the amount, if any,
that the Company determines to be necessary for the Company to withhold in
accordance with applicable federal or state income tax withholding
requirements. The exercise price of any Shares purchased shall be paid
solely in cash, by certified or cashier's check, by money order, by
personal check (if approved by the Board of Directors), or, at the option
of the Optionee, in Stock theretofore owned by such Optionee (or by a
combination of the above). For purposes of determining the amount, if any,
of the exercise price satisfied by payment in Stock, such Stock shall be
valued at its fair market value on the date preceding the date of exercise
in accordance with subparagraph (b) of Paragraph 4. Any Stock delivered in
satisfaction of all or a portion of the exercise price shall be
appropriately endorsed for transfer and assignment to the Company. No
Optionee shall be, or have any of the rights or privileges of, a
shareholder of the Company in respect of any Shares purchasable upon the
exercise of any part of an Option unless and until certificates
representing such Shares shall have been issued by the Company to such
holder.
(d) Upon termination of an Optionee's service as a Director of the
Company or upon the nonrenewal of a consulting agreement, in each case for
any reason, Options not theretofore vested and exercisable shall be
forfeited; provided, that if the Company terminates the Optionee's service
as a Director one-half of the Shares subject to the Option that were not
theretofore exercisable shall be immediately exercisable as of the date of
termination of such service.
3
<PAGE> 20
(e) In the event of a change in control of the Company (as hereafter
defined) all Options then outstanding shall be exercisable immediately. As
used herein, the term "change in control of the Company" shall be deemed to
have occurred if (i) any "person" (as such term is used in Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934 as amended) becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of 12 months, individuals
who at the beginning of such period constitute the Board of Directors of
the Company cease for any reason to constitute a majority thereof unless
the election, or the nomination for election by the Company's stockholders,
of each new director was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period or (iii) a person (as defined in clause (i) above) acquires (or,
during the 12-month period ending on the date of the most recent
acquisition by such person or group of persons, has acquired) gross assets
of the Company that have an aggregate fair market value greater than or
equal to over 50% of the fair market value of all of the gross assets of
the Company immediately prior to such acquisition or acquisitions.
7. Assignability.
No Option shall be assignable or otherwise transferable except by
will or the laws of descent and distribution.
8. Adjustments.
(a) In the event of any change in the outstanding Stock of the Company
by reason of a stock split, stock dividend, combination or reclassification
of shares, recapitalization, merger, or similar event, the Board may adjust
proportionally (i) the number of shares of Stock (A) reserved under the
Plan and (B) covered by outstanding Options; and (ii) the stock prices
related to outstanding Options. In the event of any other change affecting
Stock or any distribution (other than normal cash dividends) to holders of
Stock, such adjustments as may be deemed equitable by the Board, including
adjustments to avoid fractional shares, shall be made to give proper effect
to such event. In the event of a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or
liquidation, the Board shall be authorized to issue or assume stock Options
by means of substitution of new Options for previously issued options or an
assumption of previously issued Options.
(b) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
or exercise price of Shares then subject to outstanding Options granted
under the Plan.
(c) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner
the right or power of the Company to make, authorize or consummate (1) any
or all adjustments, recapitalizations, reorganizations or other
4
<PAGE> 21
changes in the Company's capital structure or its business; (2) any merger
or consolidation of the Company; (3) any issue by the Company of debt
securities, or preferred or preference stock which would rank above the
Shares subject to outstanding Options; (4) the dissolution or liquidation
of the Company; (5) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (6) any other corporate act or
proceeding, whether of a similar character or otherwise.
9. Purchase for Investment.
Whether or not the Options and Shares covered by the Plan have been
registered under the Securities Act of 1933, as amended, each person exercising
an Option under the Plan may be required by the Company to give a
representation in writing that he is acquiring such shares for his own account
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof. As a condition of any transfer of the
certificate evidencing Shares, the Board may obtain such other agreements or
undertakings, if any, that it may deem necessary or appropriate to assume
compliance with any provisions of the Plan or any law or regulation.
10. Effective Date of Plan.
The Plan shall become effective on October 25, 1989, the date on which
it has been adopted by the Board of Directors. The adoption of the Plan,
however, is conditioned upon the approval by the holders of a majority of the
shares of Stock then outstanding on or before October 25, 1990. The Plan shall
become null and void and all grants of Options thereunder null and void if the
shareholders of the Company should fail to so approve the Plan. The Plan shall
terminate October 25, 1999, subject to early termination by the Board of
Directors pursuant to Section 12 of the Plan.
11. Amendment, Modification, Suspension of Discontinuance of this Plan.
The Board of Directors may amend, modify, suspend or terminate the
Plan for the purpose of meeting or addressing any changes in legal requirements
or for any other purpose permitted by law. Subject to changes in law or other
legal requirements, including any change in the provisions of Rule 16b-3 that
would permit otherwise, the Plan may not be amended without the consent of the
holders of a majority of the shares of Stock then outstanding, to (i) increase
materially the aggregate number of shares of Stock that may be issued under the
Plan (except for adjustments pursuant to Paragraph 8 of the Plan), (ii)
increase materially the benefit accruing to Optionees under the Plan, or (iii)
modify materially the requirements as to eligibility for participation in the
Plan.
12. Government Regulations.
The Plan, and the granting and exercise of Options thereunder, and the
obligation of the Company to sell and deliver shares under such Options, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be
required.
5
<PAGE> 22
13. Interpretation.
(a) If any provision of the Plan is held invalid for any reason, such
holding shall not affect the remaining provisions hereof, but instead the
Plan shall be construed and enforced as if such provision had never been
included in the Plan.
(b) THIS PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(c) Headings contained in this Agreement are for convenience only and
shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.
14. Section 83(b) Election.
If as a result of exercising an Option, an Optionee receives Shares
that are subject to a "substantial risk of forfeiture" and are not
"transferable" as those terms are defined for purposes of Section 83(a) of the
Code, then such Optionee may elect under Section 83(b) of the Code to include
in his gross income, for his taxable year in which the Shares are transferred
to him, the excess of the fair market value of such Shares at the time of
transfer (determined without regard to any restriction other than one which by
its terms will never lapse), over the amount paid for the Shares. If the
Optionee makes the Section 83(b) election described above, the Optionee shall
(i) make such election in a manner that is satisfactory to the Committee, (ii)
provide the Company with a copy of such election, (iii) agree to promptly
notify the Company if any Internal Revenue Service or state tax agent, on audit
or otherwise, questions the validity or correctness of such election or of the
amount of income reportable on account of such election, and (iv) agree to such
withholding as the Committee may reasonably require in its sole and absolute
discretion.
6
<PAGE> 23
SUPPLEMENTAL INFORMATION
To: Securities and Exchange Commission
Re: Supplemental information pursuant to Rule 14a-101, Item 10, Instruction 5
The shares of Cash America International, Inc. common stock underlying
the options granted under the Company's 1989 Non-Employee Director Stock Option
Plan were registered on Form S-8 (SEC File No. 33-36430) effective August 20,
1990.
7
<PAGE> 24
<TABLE>
<S> <C> <C>
/X/ Please mark your SHARES IN YOUR NAME
votes as in this
example.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of ----- ----- 2. Ratification of the appointment of Coopers & ----- ------ ------
Directors / / / / Lybrand L.L.P. as independent auditors for / / / / / /
(see reverse) the year 1996.
3. Approval of the proposed amendment to the / / / / / /
Company's 1989 Non-Employee Director Stock
For, except vote withheld from the following Option Plan.
nominee(s):
4. In their discretion the proxies are authorized to vote upon such
other matters as may come before the meeting or any adjournment
- -------------------------------------------- thereof.
</TABLE>
Change
of / /
Address
SIGNATURES(S) DATE
------------------------------- --------------------------
SIGNATURES(S) DATE
------------------------------- --------------------------
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
CASH AMERICA INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING APRIL 24, 1996
P R O X Y
The undersigned hereby constitutes and appoints Jack R. Daugherty, Daniel R.
Feehan, and Hugh A. Simpson, and each of them, my true and lawful attorneys and
proxies, with power of substitution, to represent the undersigned and vote at
the annual meeting of shareholders of Cash America International, Inc. (the
"Company") to be held in Fort Worth, Texas on April 24, 1996, and at any
adjournment thereof, all of the stock of the Company standing in my name as of
the record date of March 6, 1996 on all matters coming before said meeting.
Election of Directors, Nominees: (change of address)
Jack R. Daugherty, A.R. Dike,
Daniel R. Feehan, James H. Graves, ---------------------------------
B.D. Hunter, Timothy J. McKibben,
Alfred M. Micallef, Carl P. Motheral, ---------------------------------
Samuel W. Rizzo, Rosalin Rogers
---------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side of this card).
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
