8-K

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):
December 10, 2004

CASH AMERICA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Texas
(State of incorporation) 1-9733
(Commission File No.) 75-2018239
(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 3.02 Unregistered Sales of Equity Securities
	Item 7.01 Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On December 10, 2004, Cash America International, Inc. (the “Company”) closed on the acquisition of substantially all of the pawn operating assets of Camco, Inc., a Nevada corporation d/b/a “SuperPawn” (“Camco”), pursuant to the Asset Purchase Agreement dated September 7, 2004 (the “Purchase Agreement”), as amended, that the Company entered into with Camco. The “SuperPawn” pawnshop chain acquired by the Company consists of 41 pawnshops in Nevada (26), Arizona (10), Washington (4) and California (1). The Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 13, 2004. The acquisition consideration issued by the Company in the transaction consisted of cash and 578,793 shares of Company common stock having a combined value of approximately $120 million. The terms of the transaction, including the purchase price, were determined by arm’s-length negotiations between the Company and Camco. Prior to the closing of the transaction, neither the Company nor any of its officers, directors or their affiliates had any material relationship with Camco or any of its officers, directors or affiliates.

     A copy of the press release announcing the closing of the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

     On December 10, 2004, the Company issued 578,793 shares of its common stock to Camco as part of the purchase price of substantially all of Camco’s assets pursuant to the Purchase Agreement. These shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

Item 7.01 Regulation FD Disclosure

     On December 13, 2004, the Company issued a press release regarding its expected earnings following the closing of its acquisition of the pawn operating assets of Camco. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired:
	The financial statements required by this item will be filed by an amendment to this Current Report on Form 8-K as soon as practicable but not later than February 25, 2005.
(b)	Pro Forma Financial Information:
	The pro forma financial information required by this item will be filed by an amendment to this Current Report on Form 8-K as soon as practicable but not later than February 25, 2005.

2

(c) Exhibits

99.1 Press release dated December 13, 2004, issued by Cash America International, Inc. regarding the closing on its purchase of substantially all of the assets of Camco, Inc.

3

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: December 16, 2004	By:	/s/ Hugh A. Simpson
		Hugh A. Simpson
		Executive Vice President, General Counsel and Secretary

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated December 13, 2004, issued by Cash America International, Inc. regarding the closing on its purchase of substantially all of the assets of Camco, Inc.

5

EX-99.1

EXHIBIT 99.1

Additional Information:	For Immediate Release
Thomas A. Bessant, Jr.
(817) 335-1100

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CASH AMERICA ANNOUNCES CLOSING OF SUPERPAWN ACQUISITION

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Fort Worth, Texas (December 13, 2004) – Cash America International, Inc. (NYSE: CSH) announced today that it has closed the previously announced acquisition of the pawn operating assets of Camco, Inc., which does business under the trade name of SuperPawn in four states in the western United States. Cash America reported that it had signed a definitive agreement for the purchase of the 41-store chain of pawn lending locations in early September. SuperPawn operates primarily in Las Vegas, Nevada where it has 21 locations. The business also has 5 locations in Reno, Nevada, 10 in Phoenix, Arizona and 4 in Seattle, Washington, and one in San Diego, California. The transaction provides Cash America its initial entry into all of these markets and a first step to the western United States for pawn lending activities.

The timing of the closing of the acquisition of SuperPawn is consistent with the Company’s announced indications that the transaction was subject to regulatory approvals and final due diligence activities. The Company issued purchase consideration in the form of cash and 578,793 shares of Company common stock with a combined value of approximately $120 million. Management does not expect that incremental earnings from the additional operating locations will materially affect its previously reported expectations for the final quarter of fiscal 2004 due to the short period of time remaining in the quarter and integration costs and expenses to be incurred with the acquisition. Therefore, management confirms its previously reported estimate of earnings per share of continuing operations for the fourth quarter of 2004 of between 43 and 47 cents per share compared to 37 cents per share for the same quarter of 2003.

Cash America International, Inc. is a provider of specialty financial services to individuals in the United States with 805 total locations. Cash America is the largest provider of secured non-recourse loans to individuals, commonly referred to as pawn loans, through 445 locations in 21 states under the brand name Cash America Pawn, including the 41 SuperPawn locations mentioned above. The Company also offers short-term cash advances in many of its lending locations including 68 locations that offer only this service under the brand name Cash America Payday Advance. In addition, the Company provides short-term cash advances and check cashing through its 162 “Cashland” consumer finance centers, and check cashing services through its 130 franchised and Company-owned “Mr. Payroll” check cashing centers.

This release contains forward-looking statements about the business, financial condition and prospects of Cash America International, Inc. and its subsidiaries (“the Company”). The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation, changes in demand for the Company’s services, the actions of third parties who offer products and services at the Company’s locations, changes in competition, the ability of the Company to open new operating units in accordance with its plans, economic conditions, real estate market fluctuations, interest rate fluctuations, changes in the capital markets, changes in tax and other laws and governmental rules and regulations applicable to the Company’s business, and other risks indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, terms such as “believes”, “estimates”, “plans”, “expects”, “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.

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