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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JULY 31, 2003
CASH AMERICA INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-9733 75-2018239
(STATE OF INCORPORATION) (COMMISSION FILE NO.)(IRS EMPLOYER IDENTIFICATION NO.)
1600 WEST 7TH STREET
FORT WORTH, TEXAS 76102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (817) 335-1100
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 2003, pursuant to an Asset Purchase Agreement dated June
30, 2003 (the "Purchase Agreement"), Cash America International, Inc. ("Cash
America"), through its wholly owned subsidiary, acquired substantially all of
the assets of Cashland, Inc., an Ohio corporation ("Cashland"). At the closing
of the transaction, Cash America issued acquisition consideration consisting of
cash and 1,533,333 shares of Cash America common stock having a combined value
of approximately $51 million, including estimated transaction costs. The amount
and type of consideration were determined on the basis of arm's length
negotiations between Cash America and Cashland. The acquired assets constituted
the business assets of Cashland's consumer finance centers operated at 121
locations in Ohio and Kentucky. Cash America intends to continue to operate the
consumer finance business in a manner consistent with its previous operation. No
real estate was acquired in the transaction.
To finance the transaction, Cash America entered into a First Amendment
to Credit Agreement dated July 30, 2003 (the "First Amendment"), to amend the
Credit Agreement dated August 14, 2002 (the "Credit Agreement") among Cash
America and the "Lenders" named therein, Wells Fargo Bank Texas, National
Association, as Administrative Agent, and Bank One, N.A., as Documentation
Agent. With the First Amendment, Cash America increased the amount of its line
of credit under the Credit Agreement from $90 million to $135 million. The
Credit Agreement was previously filed with the Securities and Exchange
Commission, and the First Amendment is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
The Purchase Agreement is filed as Exhibit 2.1 to this Form 8-K and is
incorporated herein by reference. Cash America's press release dated August 4,
2003 announcing the closing of the acquisition is filed as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
Financial statements are not required pursuant to Rule 3-05(b) of
Regulation S-X of the Securities Act of 1933, as amended.
(b) Pro Forma Financial Information
Pro forma financial information is not required pursuant to Rule 11 of
Regulation S-X of the Securities Act of 1933, as amended.
(c) Exhibits
2.1 Asset Purchase Agreement (the "Purchase Agreement") dated June
30, 2003, by and among Cash America, Cashland, Inc., Schear
Financial Services, Inc., Lee Schear, and the Mafre A. Brunner
Irrevocable Trust dated May 12, 1993. (The Exhibits and
Schedules to the Purchase Agreement, a list of which is
included in the Purchase
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Agreement, are not being filed as Exhibits to this Current
Report on Form 8-K. Cash America agrees to furnish
supplementally a copy of any such Exhibits and Schedules to
the Securities and Exchange Commission upon request.)
10.1 First Amendment to Credit Agreement dated July 31,2003 among
Cash America and the Lenders named therein, Wells Fargo Bank
Texas, National Association, as Administrative Agent, and Bank
One, N.A., as Documentation Agent.
99.1 Press release dated August 4, 2003 announcing the closing of
the acquisition by Cash America of substantially all of the
assets of Cashland, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASH AMERICA INTERNATIONAL, INC.
Date: August 15, 2003 By: /s/ Hugh A. Simpson
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Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement dated June 30, 2003 by and among
Cashland, Inc., Schear Financial Services, Inc., Lee Schear,
The Mafre A. Brunner Irrevocable Trust dated May 12, 1993, and
Cash America International, Inc.
10.1 First Amendment to Credit Agreement dated July 31, 2003 among
Cash America and the Lenders named therein, Wells Fargo Bank
Texas, National Association, as Administrative Agent, and Bank
One, N.A., as Documentation Agent..
99.1 Press release dated August 4, 2003, issued by Cash America
International, Inc.
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