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):
September 15, 2006

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

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.

     This Item 1.01 incorporates by reference the disclosures in Item 2.01 of this Current Report concerning the amendment on September 15, 2006 of the Asset Purchase Agreement dated as of July 9, 2006 among Cash America International, Inc. (the “Company”), The Check Giant, LLC, a Delaware limited liability company d/b/a “CashNetUSA” (“TCG”), TCG’s subsidiaries and the members of TCG.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On September 15, 2006 Cash America International, Inc. (the “Company”) completed its previously announced acquisition of substantially all the assets of The Check Giant, LLC, a Delaware limited liability company d/b/a “CashNetUSA” (“TCG”) and its subsidiaries, pursuant to the Asset Purchase Agreement dated as of July 9, 2006 (the “Purchase Agreement”) and as amended on September 15, 2006 (the “Amendment”) among the Company, TCG, TCG’s subsidiaries and the members of TCG. As of the closing of the acquisition, TCG offered short-term cash advances to residents of 27 states exclusively over the Internet under the name “CashNetUSA”.

     The Company paid approximately $35 million in cash at closing and may pay up to five supplemental earnout payments during the two-year period after the closing.

     In connection with the closing of the acquisition on September 15, 2006, the Purchase Agreement was amended to provide that the Company would acquire three of TCG’s subsidiaries in lieu of such subsidiaries’ assets.

     This description of the transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to our Current Report on Form 8-K filed on July 10, 2006 and incorporated by reference into this Item 2.01, and by reference to the Amendment, which is filed as Exhibit 2.1 to this Current Report.

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

     The approximately $35 million initial purchase price of the Company’s acquisition of substantially all the assets of The Check Giant, LLC and its subsidiaries was funded by borrowings under the $250 million First Amended and Restated Agreement dated February 24, 2005 among the Company, certain lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent. Following the acquisition, the approximate outstanding balance under the facility was $145 million.

Item 7.01. Regulation FD Disclosure.

     The full text of the press release dated September 18, 2006, which announced the completion of the acquisition described in Item 2.01 and announced revised earnings guidance for the remainder of 2006 and initiated such guidance for 2007, is being furnished as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

2.1 Amendment Number One dated September 15, 2006 to the Asset Purchase Agreement dated July 9, 2006 by and among Cash America International, Inc, The Check Giant, LLC, the Subsidiaries of The Check Giant, LLC and the Members of The Check Giant, LLC.

99.1 Copy of press release dated September 18, 2006, issued by Cash America International, Inc. (furnished pursuant to the disclosures included under Item 7.01 of this current report on Form 8-K).

Statement Regarding Forward Looking Information

     This report contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules. The Company intends that all forward-looking statements be subject to the safe harbors created by these laws and rules. When used in this current report, the words “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 statements in this report that are not historical facts, including, but not limited to, statements related to the completion of the transactions described in this report, are based on current expectations. Actual results may differ materially from those expressed in the forward-looking statements, and such statements should not be regarded as a representation by the Company or any other person that the results expressed in the statements will be achieved. Among the factors that could cause the results to differ include, 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, the ability to successfully integrate newly acquired businesses into the Company’s existing operations and other risks indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the Company’s control, and the Company cannot predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements.

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: September 20, 2006	By:	/s/ J. Curtis Linscott
		J. Curtis Linscott, Executive Vice President General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amendment Number One dated September 15, 2006 to the Asset Purchase Agreement dated July 9, 2006 by and among Cash America International, Inc, The Check Giant, LLC, the Subsidiaries of The Check Giant, LLC and the Members of The Check Giant, LLC.
99.1	Press release dated September 18, 2006, issued by Cash America International, Inc.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT

by and among

Cash America International, Inc.,

The Check Giant, LLC,

the Subsidiaries of The Check Giant, LLC set forth on the signature pages hereto

and

the Members of The Check Giant, LLC

September 15, 2006

AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT

     This Amendment No. 1 to Asset Purchase Agreement (the “Amendment”) is made as of September 15, 2006, by and among Cash America International, Inc., a Texas corporation (the “Purchaser”), The Check Giant, LLC, a Delaware limited liability company (“TCG”), each of the subsidiaries of TCG set forth on the signature pages to this Amendment (each, a “Subsidiary” and, together with TCG, the “Sellers”), and the members of TCG set forth on the signature pages to this Amendment (collectively, the “Members”).

     The parties hereto have entered into the Asset Purchase Agreement, dated as of July 9, 2006 (the “Purchase Agreement”), by and among the Purchaser and the Sellers and the Members.

     The parties hereto desire to amend the Purchase Agreement to provide for the sale of all of the membership and other equity interests of CashNetUSA CO, LLC, The Check Giant NM, LLC and CashNetUSA OR, LLC (the “Transferred Subsidiaries”) and to make certain representations and warranties in connection therewith and to amend and restate Exhibit B — EBITDA Calculation Method.

     NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     Section 1. Definitions; Interpretation. Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Purchase Agreement. This Amendment shall be construed and interpreted according to the rules of construction and interpretation set forth in the Purchase Agreement. All references in the Purchase Agreement to “the Agreement” shall be deemed to be references to the Purchase Agreement as amended hereby.

     Section 2. Amendment. The Purchase Agreement is hereby amended as follows:

     Section 2.1. Section 2.1 of the Purchase Agreement is hereby amended by deleting the word “and” at the end of Section 2.1(k) and by deleting the period at the end of Section 2.1(l) and inserting in lieu thereof a semi-colon. Section 2.1 of the Purchase Agreement is hereby further amended by adding the following Section 2.1(m):

     (m) all membership and other equity interests in CashNetUSA CO, LLC, The Check Giant NM, LLC and CashNetUSA OR, LLC (the “Transferred Subsidiaries”) and all rights and obligations under the certificate of formation and operating agreement of each such Transferred Subsidiary, provided that all Excluded Assets and Excluded Liabilities held by such Transferred Subsidiaries shall be transferred to, and retained by, TCG as of the Closing without any further action or deed.

     Section 2.2. Section 2.2(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (a) originals of the corporate or company seals, certificate of incorporation, certificate of formation, operating agreement, bylaws or other governing documents, minute books, stock or membership interest records, tax returns and similar company records having to do with the organization of the Sellers other than the Transferred Subsidiaries;

     Section 2.3. Section 2.2(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (b) all shares of the capital stock or other ownership interests of any Seller other than the Transferred Subsidiaries;

     Section 2.4. Section 2.9(a)(ii) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (ii) one or more bills of sale in the form of Exhibit D (the “Bills of Sale”) executed by the Sellers and the assignments of membership interests in the form of Exhibit D-1 (the “Membership Interest Assignments”) executed by TCG and any of the applicable Sellers with respect to the membership interests of the Transferred Subsidiaries.”

     Section 2.5. Section 2.9(b)(iii) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

     (iii) the Bill(s) of Sale, the Membership Interest Assignments, the Assignment and Assumption Agreement(s) and the other assignments, if any, under Section 2.9(a)(iv) and (v) that call for a signature by the Purchaser; and

     Section 2.6. The Purchase Agreement is hereby amended to add an Exhibit D-1 in the form set forth on Exhibit D-1 attached hereto.

     Section 2.7. Exhibit B of the Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit B attached hereto.

     Section 2.8. Section 2.5(c) is hereby amended to add the words “6:00, p.m., Central time of” after the words “on or before” and before the words “the Closing Date” in the first sentence thereof.

     Section 2.9. Section 2.8 is hereby amended to add the following sentence at the end thereof: “The effective time for the transfer of the business of the Sellers shall be 6:00 p.m., Central time, on the Closing Date.”

     Section 3. Representations and Warranties of the Sellers. The Sellers jointly and severally represent and warrant to the Purchaser that except as set forth in the Sellers Supplemental Disclosure Schedule:

     (a) Each Seller has all requisite power and authority to execute and deliver this Amendment and to perform such Seller’s obligations under this Amendment. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Seller. This Amendment has been duly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by insolvency, moratorium, bankruptcy or other similar laws affecting creditor’s rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

     (b) Each Member has all requisite power, authority and capacity to execute and deliver this Amendment and to perform such Member’s obligations under this Amendment. The

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execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of the Members. This Amendment has been duly executed and delivered by each Member and constitutes the legal, valid and binding obligation of each Member, enforceable against each Member in accordance with its terms, except as enforceability may be limited by insolvency, moratorium, bankruptcy or other similar laws affecting creditor’s rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

     (c) Neither the execution and delivery of this Amendment, nor the consummation or performance of the transactions contemplated by this Amendment, will directly or indirectly (with or without notice, lapse of time or both) conflict with, result in a breach or violation of, constitute a default (or give rise to any right of termination, cancellation, acceleration, suspension or modification of any obligation or loss of any benefit) under, result in any payment becoming due under, result in the imposition of any Encumbrances on any of the properties or assets of any Seller (including the Purchased Assets) under, or otherwise give rise to any right on the part of any Person to exercise any remedy or obtain any relief under (i) the certificate of formation, operating agreement or other comparable governing document of each Seller or any resolution adopted by the board of directors, managers or members of such Seller, (ii) any Governmental Authorization or Contract to which any Seller or any Member is a party or by which any Seller or any Member is bound or to which any of their respective properties or assets is subject or (iii) any Law or Judgment applicable to any Seller or any Member or any of their respective properties or assets; or require any Seller or any Member to obtain any consent, waiver, approval, ratification, permit, license, Governmental Authorization or other authorization of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person.

     (d) Section 3(d) of the Sellers Supplemental Disclosure Schedule sets forth a complete and accurate list of all states in which each Seller possesses a Governmental Authorization to make Consumer Loans in such state, all states in which each Seller has ever made a Consumer Loan and the dates on which such Seller commenced and ceased (if applicable) making Consumer Loans in such state.

     (e) Section 3(e) of the Sellers Supplemental Disclosure Schedule sets forth a complete and accurate list of all states in which each Transferred Subsidiary has ever owned or possessed real property or Tangible Personal Property or has had employees or agents present in such state to solicit or conduct business.

     (f) Attached as Section 3(f) of the Sellers Supplemental Disclosure Schedule are complete and accurate copies of all Consumer Loans, Documents and Files ever used by each Transferred Subsidiary.

     (g) Section 3(g) of the Sellers Supplemental Disclosure Schedule sets forth monthly financial performance data for each of the Transferred Subsidiaries since inception, including Consumer Loan volumes and revenue.

     (h) Attached as Section 3(h) of the Sellers Supplemental Disclosure Schedule are complete and accurate copies of all Tax Returns filed by each of the Transferred Subsidiaries.

     (i) None of the Transferred Subsidiaries have ever engaged in a merger, consolidation, sale of all or substantially all assets, stock or other equity purchase or other business combination transaction with, or assumed, guaranteed or otherwise become responsible

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for any Liability of, any other Person, whether by agreement or by operation of Law, other than TCG.

     (j) Attached as Section 3(j) of the Sellers Supplemental Disclosure Schedule are complete and accurate copies of all complaints from customers, potential customers or any Governmental Authority received by each of the Transferred Subsidiaries as they relate to marketing, application, origination, evaluation, underwriting, making, disbursement, administration or collection of Consumer Loans.

     (k) Attached as Section 3(k) of the Sellers Supplemental Disclosure Schedule are complete and accurate copies of all examinations, inspections, reports or correspondence of any Governmental Authority with respect to each of the Transferred Subsidiaries.

     (l) Attached as Section 3(l) of the Sellers Supplemental Disclosure Schedule are complete and accurate copies of all documents related to any Proceedings, whether pending, resolved, abandoned or otherwise, involving any of the Transferred Subsidiaries.

     Section 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Sellers that the Purchaser has all requisite power and authority to execute and deliver this Amendment and to perform its obligations under this Amendment. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of the Purchaser. This Amendment has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by insolvency, moratorium, bankruptcy or other similar laws affecting creditor’s rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

     Section 5. Entire Agreement; Ratification. This Amendment (including the attached Exhibits and Schedules) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, or any of them, written or oral, with respect to the subject matter of this Amendment. Except as modified or supplemented hereby, the Purchase Agreement will continue in full force and effect and is hereby ratified, adopted and approved in every respect. Each party to this Amendment acknowledges and agrees that, as modified or supplemented hereby, the Purchase Agreement constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by insolvency, moratorium, bankruptcy or other similar laws affecting creditor’s rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

     Section 6. Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the laws of any other jurisdiction that might be applied because of principles of conflicts of laws.

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     Section 7. Counterparts. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Amendment is effective upon delivery of one executed counterpart from each party to the other parties. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

[Signature page follows]

     The parties have executed and delivered this Amendment as of the date indicated in the first sentence of this Amendment.

CASH AMERICA INTERNATIONAL, INC.
By:	/s/ Daniel R. Feehan
	Daniel R. Feehan
	President

SELLERS: THE CHECK GIANT, LLC
By:	/s/ David Shorr
	David Shorr
	Manager

CASHNETUSA AK, LLC
CASHNETUSA AL, LLC
CASHNETUSA AZ, LLC
CASHNETUSA CA, LLC
CASHNETUSA CO, LLC
CASHNETUSA CSO, LLC
CASHNETUSA DE, LLC
CASHNETUSA FL, LLC
CASHNETUSA IA, LLC
CASHNETUSA ID, LLC
CASHNETUSA IL, LLC
CASHNETUSA IN, LLC
CASHNETUSA KS, LLC
CASHNETUSA LA, LLC
CASHNETUSA MI, LLC
CASHNETUSA MO, LLC
CASHNETUSA ND, LLC
CASHNETUSA NH, LLC
CASHNETUSA NM, LLC
CASHNETUSA NV, LLC
CASHNETUSA OH, LLC
CASHNETUSA OK, LLC
CASHNETUSA OR, LLC
CASHNETUSA RI, LLC
CASHNETUSA SD, LLC
CASHNETUSA UT, LLC
CASHNETUSA VA, LLC
CASHNETUSA WA, LLC
CASHNETUSA WI, LLC
CASHNETUSA WY, LLC
THE CHECK GIANT NM, LLC
CASHNETUSA MS, LLC

By:	THE CHECK GIANT, LLC
	Its: Manager

By:	/s/ David Shorr
	David Shorr
	Manager

MEMBERS:
SK HOLDINGS, LLC By: SHR Management, LLC Its: Manager
By:	/s/ David Shorr
	David Shorr
	Manager
ALG INTERNATIONAL, LLC
By:	/s/ Albert Goldstein
	Albert Goldstein      Manager
GLOBAL CASH ADVANCE, LLC
By:	/s/ David Shorr
	David Shorr      Manager
CHECK GIANT HOLDCO, LLC
By:	/s/ David Shorr
	David Shorr      Manager
KNIGHT INVESTORS, LLC
By:	/s/ David Shorr
	David Shorr      Manager

EX-99.1

Exhibit 99.1

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

*******************************************************************************************************************
CASH AMERICA COMPLETES ACQUISITION OF CASHNET USA AND
INCREASES 2006 GUIDANCE AND INITIATES 2007 OUTLOOK
*******************************************************************************************************************

Fort Worth, Texas (September 18, 2006) — - Cash America International, Inc. (NYSE: CSH) announced today that it has completed the purchase of substantially all of the assets of CashNetUSA. The acquisition, which was announced in mid-July, establishes a significant internet distribution channel for the Company to provide short-term cash advances to its customers. CashNetUSA has emerged as a leader in the online cash advance business since its entry into the market in early 2004. Today CashNetUSA serves customers in 27 states and will now complement Cash America’s 758 lending locations.

“We have found that there are many customers who seek the convenience and efficiency of an electronic solution to their borrowing needs. The integration of CashNetUSA into the Cash America platform to offer financial solutions to our customers provides us with another tool to reach this growing market for our products.” remarked Daniel R. Feehan, President and Chief Executive Officer of Cash America International, Inc. Mr. Feehan continued, “This transaction also opens the longer term opportunity to explore ways to further expand our product offerings and market penetration through internet technology and its related electronic distribution advantages.”

The financial terms of the transaction did not change from the Company’s previous announcement. The initial purchase price was approximately $35 million in cash with the opportunity for additional consideration to be paid based on future earnings performance. The CashNetUSA assets are substantially all of the assets of The Check Giant LLC, a privately owned company based in Chicago, Illinois. Cash America’s financial and legal advisors in the transaction were Jefferies and Company, Inc. and Baker & McKenzie LLP.

Forward Looking Statements

Management expects that the addition of the CashNetUSA operations and its portfolio of loans, which recently reached $27 million in gross cash advances, will make the transaction immediately accretive to Cash America’s earnings. At this time, management confirms its previously announced expectation that the addition of CashNetUSA will add between 4 and 5 cents to its earnings per share in the current fiscal year, ending December 31, 2006, mostly in the fourth quarter. The added earnings effectively raise the Company’s previously released expectations of consolidated earnings per share to $1.89 to $1.98 for the full year of 2006. In addition, the acquisition will add incremental earnings to the following fiscal year; therefore, Cash America is initiating its preliminary expectations for fiscal year 2007 consolidated earnings per share of between $2.40 and $2.55. Management will provide additional comments about its expectations of future results as part of its regular disclosure of third quarter financial results scheduled for October 26, 2006.

Cash America International, Inc. is a provider of specialty financial services to individuals in the United States with 896 total locations as of June 30, 2006. Cash America is the largest provider of secured non-recourse loans to individuals, commonly referred to as pawn loans, through 467 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 locations including 291 locations that offer this service under the brand names Cash America Payday Advance and Cashland. In addition, check cashing services are provided through its 138 franchised and Company-owned “Mr. Payroll” check cashing centers. For additional information, visit the Company’s website located at www.cashamerica.com and www.cashnetusa.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

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, the ability to successfully integrate newly acquired businesses into the Company’s existing operations 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, nor can the Company predict, in many cases, 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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