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):
February 24, 2005

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))

Item 1.01. Entry into a Material Definitive Agreement.

      On February 28, 2005, Cash America International, Inc. (the “Company”) announced the amendment and restatement of its senior revolving credit facility. A copy of the press release announcing the amendment and restatement is attached as Exhibit 99.1 to this current report. Key modifications to the credit facility included, among other things, the expansion of the facility to $250,000,000 from $130,000,000, extension of the maturity on the revolving credit facility from July 2006 to February 2010, improved grid pricing, and expanded flexibility for investments and acquisitions.

      The amended and restated facility agreement is now referred to as the First Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of February 24, 2005, among the Company, Wells Fargo Bank, National Association, as administrative agent (the “Agent”), JPMorgan Chase Bank, N.A., as syndication agent, U.S. Bank National Association, KeyBank National Association and Union Bank of California, N.A., as co-documentation agents, and the other lenders party thereto, and consists of a $250,000,000 revolving credit facility. The Company’s obligations under the Credit Agreement remain unsecured and are guaranteed by its subsidiaries. Borrowings under the Credit Agreement bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent’s prime lending rate. Interest rates fluctuate based upon the Company’s Leverage Ratio (as defined in the Credit Agreement). The Credit Agreement includes a quarterly commitment fee, which is a stated percentage, based on the Company’s Leverage Ratio, multiplied by the daily amount by which the Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit. The affirmative and negative covenants in the Credit Agreement restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, and make distributions. In addition, the Credit Agreement includes the following restrictive financial covenants: Maximum Leverage Ratio, Minimum Fixed Charge Coverage Ratio, and Minimum Net Worth (each as defined in the Credit Agreement).

      The foregoing description of the Credit Agreement is qualified in its entirety by the complete terms and conditions of the Credit Agreement itself, which is incorporated by reference into this current report as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

      The information set forth above in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

10.1

First Amended and Restated Credit Agreement dated as of February 24, 2005, among Cash America International, Inc., as the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, U.S. Bank National Association, KeyBank National Association and Union Bank of California, N.A. as Co-Documentation Agents, and the other Lenders party thereto, incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Cash America International, Inc. for the year ended December 31, 2004 filed February 28, 2005.

99.1

Press release dated February 28, 2005, issued by Cash America International, 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: February 28, 2005	By:	/s/ Hugh A. Simpson
		Hugh A. Simpson
		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated February 28, 2005, issued by Cash America International, Inc.

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EX-99.1

EXHIBIT 99.1

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

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CASH AMERICA COMPLETES NEW BANK FINANCING ARRANGEMENT
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Fort Worth, Texas (February 28, 2005) - - Cash America International, Inc. (NYSE: CSH) reported today that it completed a new bank financing arrangement. The new line of credit agreement provides for a total of $250 million in available credit with a final maturity of five years. The new credit facility is represented by a ten-bank syndicate and is an amendment to the Company’s previously existing credit line for $130 million that was set to mature in July of 2006.

Commenting on the completion of the financing, Daniel R. Feehan, President and Chief Executive Officer said, “We have finalized a financing arrangement that combines with our internally generated cash flow to provide us with the liquidity and resources to meet our unit expansion plans for both new openings and potential acquisitions based on our current business objectives. It also offers us increased flexibility to assess new opportunities to continue to expand our operations when they arise. “ Cash America reported that it expects to establish between 75 and 85 locations in 2005. In fiscal 2004, Cash America added 153 total locations, including 74 through various acquisition transactions completed during the year.

Cash America International, Inc. is a provider of specialty financial services to individuals in the United States with 839 total locations as of December 31, 2004. Cash America is the nation’s largest provider of secured non-recourse loans to individuals, commonly referred to as pawn loans, through 452 locations in 21 states under the brand names Cash America Pawn and SuperPawn. The Company also offers short-term cash advances in many of its U.S. locations including 253 locations that offer this service under the brand names Cash America Payday Advance and Cashland. In addition, check cashing services are provided through its 134 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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