<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
Cash America International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 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:
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<PAGE> 2
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2000
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 26, 2000 at
9:00 a.m., Fort Worth Time, for the following purposes:
(1) To elect eleven (11) 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 consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent auditors of the Company for the
year 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only holders of record of the Common Stock of the Company at the close of
business on March 8, 2000 are entitled to notice of and to vote at the Annual
Meeting. The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding Common Stock entitled to vote at the meeting is
required for a quorum to transact business. The stock transfer books will not be
closed.
Management sincerely desires your presence at the meeting. However, so that
we may be sure that your shares are represented and voted in accordance with
your wishes, please sign and date the enclosed proxy and return it promptly in
the enclosed stamped envelope. If you attend the meeting, you may revoke your
proxy and vote in person.
By Order of the Board of Directors,
Hugh A. Simpson
Secretary
Fort Worth, Texas
March 27, 2000
<PAGE> 3
CASH AMERICA INTERNATIONAL, INC.
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
(PRINCIPAL EXECUTIVE OFFICES)
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
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 26, 2000 at 9:00 a.m., Fort Worth Time and
at any recess or adjournment thereof. The solicitation will be by mail, and this
Proxy Statement and the accompanying form of proxy will be mailed to
shareholders on or about March 27, 2000.
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 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 Georgeson Shareholder
Communications, 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 or other electronic
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, 1999 is being mailed with this Proxy Statement to all
shareholders entitled to vote, but it does not form any part of the information
for solicitation of proxies.
VOTING SECURITIES OUTSTANDING; QUORUM
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on March 8, 2000
(the "Record Date"). At the close of business on March 8, 2000, there were
25,259,601 shares of Common Stock, par value $.10 per share, issued and
outstanding, each of which is entitled to one vote on all matters properly
brought before the meeting. There are no cumulative voting rights. The presence
in person or by proxy of the holders of a majority of the issued and outstanding
shares of Common Stock on the Record Date is necessary to constitute a quorum at
the Annual Meeting. Assuming the presence of a quorum, the affirmative vote of a
majority of the shares of Common Stock present, or represented by proxy, and
entitled to vote at the Annual Meeting is necessary for the election of
directors and for ratification of the appointment of independent auditors.
Shares voted for a proposal and shares represented by returned proxies that do
not contain instructions to vote against a proposal or to abstain from voting
will be counted as shares cast for the proposal. Shares will be counted as cast
against
<PAGE> 4
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, but such shares
will be counted for purposes of determining the presence of a quorum.
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 eleven (11) 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 PricewaterhouseCoopers LLP as
independent auditors of the Company for the year 2000; and
(3) Such other business as may properly come before the meeting or any
adjournments thereof.
ELECTION OF DIRECTORS
The Company's Board of Directors for the ensuing year will consist of
eleven (11) 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 eleven nominees has been chosen by the
Board of Directors and the Board recommends that each be elected. Unless
otherwise indicated in the enclosed form of Proxy, the persons named in such
proxy intend to nominate and vote for the election of the following nominees for
the office of director. All of such nominees are presently serving as directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
------------ ---------------------- --------
<S> <C> <C>
Jack Daugherty Mr. Daugherty has served as Chairman of the Board and Chief 1983
(52) Executive Officer of the Company from its inception until
February 2000, when he retired from the position of Chief
Executive Officer. Mr. Daugherty has owned and operated
pawnshops since 1971.
A. R. Dike Mr. Dike has owned and served as Chairman of the Board and 1988
(64) Chief Executive Officer of The Dike Co., Inc. (a private
insurance agency) for over twenty years. He served as
Chairman of Willis Corroon Life, Inc. of Texas from 1991
through June 1999.
Daniel R. Feehan Mr. Feehan assumed the position of Chief Executive Officer 1984
(49) and President of the Company in February 2000, and prior to
that served as President and Chief Operating Officer since
January 1990.
James H. Graves Chief Operating Officer of J. C. Bradford & Co., a Nashville 1996
(51) based securities firm, where he has worked for more than
five years.
B. D. Hunter Mr. Hunter is the founder of Huntco, Inc., an intermediate 1984
(70) steel processing company, and for more than five years has
served as its Chairman of the Board and Chief Executive
Officer.
Timothy J. McKibben Chairman of the Board of Ancor Holdings, a private 1996
(51) investment firm, since 1993, and prior to that, Chairman of
the Board and President of Anago Incorporated, a medical
products manufacturing company he co-founded in 1978.
Alfred M. Micallef President since 1974, and currently Chief Executive Officer, 1996
(57) of JMK International, Inc., a holding company of rubber and
plastics manufacturing businesses.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE DURING PAST FIVE YEARS SINCE
------------ ---------------------- --------
<S> <C> <C>
Clifton H. Morris, Chairman of the Board and Chief Executive Officer of 1998
Jr. AmeriCredit Corp., a national automobile consumer finance
(64) company, since July 1988. (Mr. Morris served as a director
of the Company from 1984 to 1996.)
Carl P. Motheral Mr. Motheral is Chairman of the Board of Motheral Printing 1983
(73) Company (a commercial printing company), where he has served
in various executive capacities for over thirty-five years.
Samuel W. Rizzo Consultant and private investor since 1995, and prior to 1984
(64) 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.
Rosalin Rogers Private investor since 1986, and prior to that a principal 1996
(49) 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 Celebrity, Inc.,
Huntco Inc., and SCI (where he serves as Vice Chairman). Mr. Graves is a
director of Hallmark Financial Services, Inc. Mr. Feehan is a director of KBK
Capital Corporation. Mr. Morris is a director of AmeriCredit Corp. and SCI.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held five meetings during the fiscal year ended
December 31, 1999. Standing committees of the Board include the Executive
Committee, Audit Committee, Executive Compensation Committee, and Stock Option
Committee. The Company does not have a Nominating Committee. The Executive
Committee did not meet during fiscal 1999.
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. Rizzo and Morris and Ms. Rogers. The Audit Committee
held three meetings during fiscal 1999.
The Executive Compensation 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. Its members are Messrs. Hunter, Dike, and Graves.
The Committee held four meetings during fiscal 1999.
The Stock Option Committee has the general duty to administer the Company's
1987 Stock Option Plan (with Stock Appreciation Rights) and the 1989 Key
Employee Plan. Its members are Messrs. Dike, McKibben, Micallef and Motheral.
The Stock Option Committee held no meetings during fiscal 1999.
All directors attended 75% or more of the total number of meetings of the
Board and of committees on which they serve.
3
<PAGE> 6
DIRECTORS' COMPENSATION
Directors each receive a retainer of $2,500 per quarter. In addition, Board
members receive $3,000 per Board meeting attended, Executive Committee members
receive meeting fees for each Executive Committee meeting attended ($1,875 for
the chair of the committee and $1,500 for other members), and all other
committee members receive meeting fees for each committee meeting attended
($1,250 for the committee chairs and $1,000 for the other members).
Effective October 25, 1989, options to purchase shares of the Company's
common stock were granted under the 1989 Non-Employee Director Stock Option Plan
(the "Non-Employee Director Plan") in the following amounts (after adjustment
for stock splits in 1990 and 1992): 225,000 shares to each non-employee director
serving on the Executive Committee of the Board of Directors (i.e., Messrs.
Rizzo, 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., Mr. Hunter) and 120,000 shares to each other non-employee
director (i.e., Mr. Dike). The exercise price for all shares underlying such
options is $6.33 (after adjustment for stock splits in 1990 and 1992). The
options expire October 25, 2004. 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.
The Company's 1994 Long-Term Incentive Plan also provides for the grant of
stock options to non-employee directors. Under this Plan, non-employee directors
receive options to purchase 5,000 shares of the Company's common stock upon
joining the Board of Directors. Those directors continuing their service receive
options for 2,500 shares at the time of each annual meeting of shareholders. In
each case, the exercise price of the options is the closing price of the
Company's common stock on the New York Stock Exchange on the day preceding the
grant date. The options issued under this Plan vest one year after the grant
date and expire upon the earlier of five (5) years after the director's
retirement date or ten (10) years after the grant date.
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 PERCENT
BENEFICIAL OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS
- ------------------------------------ ---------- -------
<S> <C> <C>
Barry R. Feirstein.......................................... 3,000,000(1) 11.80%
Feirstein Capital Management, L.L.C.
Feirstein Partners, L.P.
767 Third Avenue, 28th Floor
New York, New York 10017
David L. Babson & Co., Inc. ................................ 2,546,490(2) 10.03%
One Memorial Drive
Cambridge, Massachusetts 02142
Eagle Asset Management, Inc. ............................... 1,777,951(3) 6.94%
880 Carillon Parkway
St. Petersburg, Florida 33716
Dimensional Fund Advisors, Inc. ............................ 1,427,590(4) 5.62%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- ---------------
(1) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that Barry R. Feirstein has sole voting power and sole
dispositive power with regard to 1,041,000 shares and that all three named
owners have shared voting power and shared dispositive power with regard to
the other 1,959,000 shares.
(2) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that David L. Babson & Co., Inc. has sole voting power with
regard to all 2,546,490 shares and the sole right to dispose of all
2,546,490 shares.
(3) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that Eagle Asset Management, Inc. has sole voting power with
regard to all 1,777,951 shares and the sole right to dispose of all
1,777,951 shares.
(4) Based upon information contained in a Schedule 13G, filed with the Company,
which indicates that Dimensional Fund Advisors, Inc. has sole voting power
with regard to all 1,427,590 shares and the sole right to dispose of all
1,427,590 shares.
5
<PAGE> 8
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock, as of the Record Date, 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.............................................. 908,178 3.50%
A. R. Dike.................................................. 141,000 .55%
Daniel R. Feehan............................................ 682,628 2.65%
James H. Graves............................................. 16,323 *
B. D. Hunter................................................ 170,000(3) .67%
Timothy J. McKibben......................................... 12,900 *
Alfred M. Micallef.......................................... 25,000 *
Clifton H. Morris, Jr. ..................................... 234,500(4) .92%
Carl P. Motheral............................................ 449,065(5) 1.76%
Samuel W. Rizzo............................................. 308,710(6) 1.21%
Rosalin Rogers.............................................. 20,000 *
James H. Kauffman........................................... 137,776 .54%
Robert D. Brockman.......................................... 60,591 .24%
Michael D. Gaston........................................... 27,922 .11%
All Directors and Executive Officers as a group (19
persons).................................................. 3,361,065(7) 12.19%
</TABLE>
- ---------------
* Indicates ownership of less than .1% of the Company's Common Stock.
(1) Beneficial ownership as reported in the above table has been determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Unless otherwise indicated, each of the persons named has sole
voting and investment power with respect to the shares reported.
(2) Except for the percentages of certain parties that are based on options
exercisable within the next sixty days, as indicated below, the percentages
indicated are based on 25,259,601 shares of Common Stock issued and
outstanding. 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 the next sixty days are as follows: Mr. Daugherty -- 679,172 shares;
Mr. Dike -- 125,000 shares; Mr. Feehan -- 444,093 shares; Mr.
Hunter -- 155,000 shares; Messrs. Graves and McKibben -- 10,000 shares each;
Ms. Rogers -- 5,000 shares; Mr. Micallef -- 5,000 shares; Mr.
Morris -- 232,500 shares; Messrs. Motheral and Rizzo -- 232,500 shares each;
Mr. Kauffman -- 61,600 shares; Mr. Brockman -- 25,900 shares; and Mr.
Gaston -- 20,453 shares.
(3) This amount includes 15,000 shares held by a corporation that Mr. Hunter
indirectly controls. Mr. Hunter disclaims beneficial ownership of such
shares.
(4) This amount includes 2,000 shares owned by Mr. Morris' wife.
(5) This amount includes 206,250 shares held by a limited partnership that Mr.
Motheral indirectly controls. Mr. Motheral disclaims beneficial ownership of
such shares.
(6) This amount includes 19,500 shares owned by trusts of which Mr. Rizzo is
trustee and 4,000 shares owned by Mr. Rizzo's wife.
(7) This amount includes 2,314,576 shares that directors and executive officers
have the right to acquire within the next sixty days through the exercise of
stock options.
6
<PAGE> 9
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's executive officers and directors are required to file under
Section 16(a) of the Securities Exchange Act of 1934 reports of ownership and
changes of ownership with the Securities and Exchange Commission. Based solely
upon its review of the copies of such reports received by it, and written
representations from individual directors and executive officers, the Company
believes that during the fiscal year ended December 31, 1999 all filing
requirements applicable to executive officers and directors have been complied
with, except that Mr. Brockman's Form 5 for Fiscal 1999 was inadvertently filed
on March 9, 2000 instead of February 14, 2000.
EXECUTIVE COMPENSATION
The following sets forth information for each of the Company's last three
fiscal years concerning the compensation of the Company's Chief Executive
Officer and each of the other four most highly compensated executive officers
who were serving as executive officers at the end of the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION -
ANNUAL COMPENSATION AWARDS
---------------------- --------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL OPTIONS/ ALL OTHER
POSITION YEAR SALARY($) BONUS($) SARS(#) COMPENSATION($)(1)
- --------- ---- ---------- --------- -------------- ------------------
<S> <C> <C> <C> <C> <C>
Jack R. Daugherty,................ 1999 386,495 -- -- 42,506
Chairman and CEO(2) 1998 386,495 -- -- 38,785
1997 395,900 229,939 133,344 40,750
Daniel R. Feehan,................. 1999 385,826 -- -- 36,022
President and Chief 1998 383,438 -- -- 31,963
Operating Officer(3) 1997 395,000 229,459 233,486 41,694
James H. Kauffman,................ 1999 262,422 21,770 -- 8,630
EVP -- Foreign Operations; 1998 256,663 43,538 -- 6,772
CEO -- Rent-A-Tire, Inc. 1997 238,900 125,640 99,100 12,637
Robert D. Brockman,............... 1999 186,370 -- -- 5,422
Executive Vice President -- 1998 179,956 -- -- 3,346
Administration 1997 174,700 87,312 63,204 4,754
Michael D. Gaston,................ 1999 185,625 -- -- 6,063
Executive Vice President -- 1998 178,889 -- -- 2,810
Business Development(4) 1997 130,576 65,271 40,906 37,230
</TABLE>
- ---------------
(1) The amounts disclosed in this column for 1999 include:
(a) Company contributions of the following amounts under the Company's
401(k) Savings Plan on behalf of Mr. Daugherty: $5,876; Mr. Feehan:
$10,036; Mr. Kauffman: $6,973; Mr. Brockman: $5,034; and Mr. Gaston:
$5,015.
(b) Payment by the Company of premiums for term life insurance on behalf of
Mr. Daugherty: $1,630; Mr. Feehan: $986; Mr. Kauffman: $1,657; Mr.
Brockman: $388; and Mr. Gaston: $1,048.
(c) Annual premium payments under split-dollar life insurance policies on
Mr. Feehan ($25,000) and on Mr. Daugherty's spouse ($35,000).
(2) Mr. Daugherty retired from the position of Chief Executive Officer effective
February 1, 2000.
(3) Mr. Feehan served as Chairman and Co-Chief Executive Officer of Mr. Payroll
Corporation from February 1998 to February 1999 before returning to the
position of President and Chief Operating Officer of the Company. He assumed
the position of Chief Executive Officer and President effective February 1,
2000.
(4) Mr. Gaston joined the Company on April 1, 1997. The amount in the last
column for 1997 includes $36,749.63 for moving and temporary living
expenses.
7
<PAGE> 10
The following table provides information concerning option exercises in
fiscal 1999 and the value of unexercised options held by each of the named
executive officers at the end of the Company's last fiscal year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#)(1) FY-END ($)(2)
SHARES ACQUIRED --------------- --------------------
ON EXERCISE VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ --------------- --------------------
<S> <C> <C> <C> <C>
Jack R. Daugherty.............. 287,500 1,352,050 679,172/91,672 2,000,500/50,000
Daniel R. Feehan............... 72,550 326,475 342,893/188,043 870,750/180,550
James H. Kauffman.............. 18,750 19,922 37,500/67,850 -- /52,669
Robert D. Brockman............. 32,402 18,226 7,500/40,802 30,938/25,300
Michael D. Gaston.............. -- -- 20,453/20,453 -- / --
</TABLE>
- ---------------
(1) These figures reflect the appropriate adjustments for the Company's
three-for-two stock split in May 1990 and the two-for-one stock split in
April 1992.
(2) Values stated are based upon the closing price of $9.75 share of the
Company's Common Stock on the New York Stock Exchange on December 31, 1999,
the last trading day of the fiscal year.
COMPENSATION COMMITTEE REPORT
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.
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 sets the annual salary of the Company's Chief Executive
Officer and the President and reviews the annual salaries of the Company's other
executive officers. 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
Company's executive compensation program is designed to position base salary at
the 50th
8
<PAGE> 11
percentile of the competitive market and total cash compensation, including
annual performance incentives, at the 75th percentile of the competitive market.
The Committee believes that very few of the companies in the peer groups
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
The Company's executive compensation program consists of both short-term
and long-term incentive components.
a. Short-Term Component
Under this component, the Company's executive officers are eligible to
receive annual incentive cash bonuses equal to certain percentages of their
annual base salaries. The bonus percentage varies depending upon the officer's
position with the Company, and the percentages increase if the Company's
earnings per share performance exceeds the financial plan.
b. Long-Term Component
Under this component, the Company's executive officers are eligible to
receive long-term incentive grants in the form of restricted stock and/or stock
options, with the number of shares of stock and/or options to equal certain
percentages of the officers' annual base salaries. The applicable percentage
varies depending upon the officer's position with the Company. The allocation
between restricted stock and stock options is determined by the Committee at its
discretion. The Company's 1994 Long-Term Incentive Plan (the "1994 Plan") allows
for these forms of stock-based long-term incentive compensation awards. This
long-term incentive component is designed to further the objective of fostering
and promoting improvement in long-term financial results and increases in
shareholder value. The Company has granted options to its executive officers in
recent years at an exercise price equal to the closing price of the Company's
common stock on the New York Stock Exchange on the day preceding the date of
grant. This arrangement rewards effective management that results in long-term
increases in the Company's stock price. The options granted to certain of the
Company's executive officers in October 1997 vest seven years after the date of
grant. However, vesting accelerates if the Company's stock price hits certain
target levels: the options vest 50% if the stock price equals or exceeds 150% of
the exercise price for twenty consecutive calendar days, and the options vest
100% if the stock price equals or exceeds 200% of the exercise price for twenty
consecutive calendar days. This option grant provided that these executive
officers would be scheduled to receive a comparable grant of options three years
after the grant date or upon 100% vesting of the options, whichever comes first.
With this grant, the Company further strengthened the link between its senior
management's interests and those of the Company's shareholders.
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 1999
The fiscal 1999 salary of Mr. Jack R. Daugherty, Chief Executive Officer of
the Company, was based primarily on his rights under his employment agreement
with the Company. Under that agreement,
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Mr. Daugherty's minimum base salary was $386,000. The Committee believes that
the total cash compensation paid to Mr. Daugherty was appropriate in light of
the Company's accomplishments in 1999, most notably the restructuring of the
Company's check cashing operations to isolate and accelerate the development and
deployment of the Company's automated check cashing system and the progress in
addressing certain key fundamentals of the Company's core lending business.
These 1999 accomplishments also support the Committee's belief that the
fiscal 1999 cash compensation of the Company's other executive officers was set
at appropriate levels.
EXECUTIVE COMPENSATION COMMITTEE
B.D. Hunter, Chairman
A.R. Dike
James H. Graves
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 11
shall not be incorporated by reference into any such filings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Executive Compensation Committee of the
Company's Board of Directors is an officer, former officer, or employee of the
Company or any subsidiary of the Company.
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.
Effective August 1, 1997, Messrs. Daugherty and Feehan entered into amended and
restated employment agreements with the Company. In conjunction with his
retirement from the position of Chief Executive Officer of the Company, Mr.
Daugherty entered into an amended and restated employment agreement with the
Company effective February 1, 2000.
The initial term of Mr. Feehan's agreement expires July 31, 2002. Under his
agreement, compensation is determined annually by the Company's Board of
Directors, subject to minimum annual compensation of $386,000. Included in the
agreement is Mr. Feehan's covenant not to compete with the Company during the
term of his employment and for a period of three years thereafter. The
employment agreement also provides that if he is terminated by the Company other
than for cause, the Company will pay to Mr. Feehan the remainder of his current
year's salary plus an amount equal to his salary, at the then current rate, for
a period equal to the greater of three years or the remainder of the term of the
agreement, with that amount payable in thirty-six equal monthly installments. In
the event he 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), he 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 five
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 term of Mr. Daugherty's agreement expires January 31, 2007, with no
provision for renewal or extension. His annual compensation under the agreement
is $200,000. Included in the agreement is Mr. Daugherty's covenant not to
compete with the Company during the term of his employment and for a period of
three years thereafter. The agreement also provides that if Mr. Daugherty is
terminated by the Company other than for cause, the Company will pay him the
remainder of his current year's salary plus an amount equal to his salary, at
the then current rate, for a period equal to the greater of three years or the
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remainder of the term of the agreement, with that amount payable in thirty-six
equal monthly installments. However, the agreement does not provide for any
separation payment following a "change in control."
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 other companies in the pawnbroking industry with
publicly traded common stock.
TOTAL RETURN PERFORMANCE
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Period Ending
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12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
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<S> <C> <C> <C> <C> <C> <C>
Cash America International, Inc. 100.00 56.11 87.41 133.70 157.52 101.60
S&P 500 100.00 137.58 169.03 225.44 289.79 350.50
Peer Group 100.00 55.08 81.77 124.64 115.38 66.83
</TABLE>
TRANSACTIONS WITH MANAGEMENT
In December 1999, the Company sold the assets of three of its pawnshop
units, along with certain real estate, to Ace Pawn, Inc. ("Ace"), a corporation
controlled by the Company's then Chairman of the Board and Chief Executive
Officer Jack R. Daugherty. The sales price of $4,520,000 for these assets was
determined by the independent appraisal of a nationally recognized firm, which
was engaged at the direction of the Executive Compensation Committee of the
Board of Directors. The Company financed Ace's purchase of the assets, receiving
promissory notes secured by a security interest in all of Ace's assets. Mr.
Daugherty also provided his personal guaranty of all of Ace's indebtedness under
the notes. The notes bear interest at the rate of 10% per annum and require
quarterly payments of principal and interest, with a final balloon payment in
December 2002. The Company has a right of first refusal in the event of a
proposed resale of these assets to a third party. The Company had owned these
assets for more than two years at the time of the sale to Ace. Simultaneously
with the purchase of the three pawnshops, Ace entered into standard form
Franchise
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Agreements with the Company to operate the pawnshops as franchised "Cash
America" units. The Board of Directors of the Company reviewed the proposed
transaction and, prior to the completion of the transaction, adopted the
recommendation of the Executive Compensation Committee that the transaction be
approved.
The Board of Directors of the Company adopted an officer stock loan program
in 1994 and modified the program in 1996. 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. Under the terms of the loan, interest
accrues at the "applicable Federal rate" for loans of this type, as published by
the Internal Revenue Service from time to time. Interest is payable annually and
may be paid with additional loan proceeds. Each loan has a one year maturity and
is renewable thereafter for successive one year terms, except that the Committee
could notify the borrower during any renewal term that the loan would not renew
again after the next succeeding renewal term. The aggregate principal balance of
all outstanding loans under the program may not exceed $10,000,000 at any time.
As of December 31, 1999, the named executive officers of the Company had stock
loans outstanding under this program in the following aggregate principal
amounts: Mr. Daugherty: $2,152,806; Mr. Feehan: $2,279,420; Mr. Kauffman:
$130,086; and Mr. Brockman: $320,186.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP of Fort Worth, Texas served as independent
public accountants for the Company for fiscal 1999 and has reported on the
Company's financial statements. The Board of Directors of the Company has
selected PricewaterhouseCoopers LLP to audit the accounts of the Company for the
fiscal year ending December 31, 2000 and recommends to the shareholders that
they ratify this selection for the ensuing fiscal year ending December 31, 2000.
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 PricewaterhouseCoopers LLP as independent
public accountants.
A representative of PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP 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
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR
THE 2000 FISCAL YEAR.
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OTHER BUSINESS
Any proposal to be presented by a shareholder at the Company's 2000 Annual
Meeting of Shareholders must be presented to the Company by no later than
November 12, 2000.
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, shareholders are urged, regardless of the number of shares
of stock owned, to date, sign and return the enclosed proxy in the enclosed
reply envelope.
By Order of the Board of
Directors
Hugh A. Simpson
Secretary
March 27, 2000
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CASH AMERICA INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING APRIL 26, 2000
The undersigned hereby constitutes and appoints Daniel R. Feehan and Hugh A.
Simpson, and each of them, my true and lawful attorneys and proxies, with power
of substitution, to represent the undersigned and vote at the annual meeting of
shareholders of Cash America International, Inc. (the "Company") to be held in
Fort Worth, Texas on April 26, 2000, and at any adjournment thereof, all of the
stock of the Company standing in my name as of the record date of March 8, 2000
on all matters coming before said meeting.
(CHANGE OF ADDRESS)
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----------------------------------------
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(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.
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<PAGE> 17
<TABLE>
<S> <C> <C> <C> <C> <C>
Please mark
your votes as
indicated in [X]
this example
1. Election of Directors, Nominees: FOR WITHHELD
Jack R. Daugherty, A.R. Dike, Daniel R. Feehan, James H. Graves, [ ] [ ]
B.D. Hunter, Timothy J. McKibben, Alfred M. Micallef, Clifton H. Morris, Jr.,
Carl P. Motheral, Samuel W. Rizzo, Rosalin Rogers
For, except vote withheld from the following nominee(s):
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FOR AGAINST ABSTAIN
2. Ratification of the appointment of
PricewaterhouseCoopers LLP as [ ] [ ] [ ]
independent auditors for the year
2000.
3. In their discretion the proxies are authorized to vote upon
such other matters as may come before the meeting or any
adjournments thereof.
Change
of [ ]
Address
Signature Signature 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.
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o FOLD AND DETACH HERE o
</TABLE>
