Dear Stockholder:
We cordially invite you to attend our 1997 Annual Meeting, which will be
held on Tuesday, December 16, 1997, at 10:00 a.m. at the First Cash, Inc.
corporate offices located at 690 East Lamar Boulevard, Suite 400, Arlington,
Texas, 76011. At this meeting you will be asked to act upon the proposals as
contained herein.
Your Board of Directors recommends that you vote in favor of each of these
proposals. You should read with care the attached Proxy Statement, which
contains detailed information about these proposals.
Your vote is important, and accordingly, we urge you to complete, sign,
date and return your Proxy card promptly in the enclosed postage-paid envelope.
The fact that you have returned your Proxy in advance will in no way affect your
right to vote in person should you attend the meeting. However, by signing and
returning the Proxy, you have assured representation of your shares.
We hope that you will be able to join us on December 16.
Very truly yours,
Rick Powell
Chairman of the Board and
Chief Executive Officer
First Cash, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas 76011
-----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 16, 1997
----------------------------
Notice is hereby given that the Annual Meeting of Stockholders of First
Cash, Inc. (the "Company") will be held at the First Cash, Inc. corporate
offices located at 690 East Lamar Boulevard, Suite 400, Arlington, Texas 76011
at 10:00 a.m., Dallas/Fort Worth time, on Tuesday, December 16, 1997, for the
following purposes:
1. To ratify the selection of Deloitte & Touche LLP as independent auditors of
the Company for the fiscal year ending July 31, 1998; and
2. To transact such other business as may properly come before the
meeting.
Common stockholders of record at the close of business on November 3, 1997,
will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Arlington, Texas Rick L. Wessel
November 3, 1997 Chief Financial Officer,
Secretary and Treasurer
First Cash, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas 76011
----------------------
PROXY STATEMENT
Annual Meeting of Stockholders
------------------------------
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of First Cash, Inc., a
Delaware corporation (the "Company"), for use at the Annual Meeting of
Stockholders of the Company to be held at the First Cash corporate offices
located at 690 East Lamar Boulevard, Suite 400, Arlington, Texas 76011 at 10:00
a.m., on Tuesday, December 16, 1997, and at any adjournments thereof for the
purpose of considering and voting upon the matters set forth in the accompanying
Notice of Annual Meeting of Stockholders. This Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders on or about
November 3, 1997.
The close of business on November 3, 1997, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of the record date, there
were 4,465,792 shares of the Company's common stock, par value $.01 per share
("Common Stock"), issued and outstanding. The presence, in person or by proxy,
of a majority of the outstanding shares of Common Stock on the record date is
necessary to constitute a quorum at the Annual Meeting. Each share of Common
Stock is entitled to one vote on all questions requiring a stockholder vote at
the Annual Meeting. 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 required for the approval of Item 1 as set forth in the accompanying Notice.
Abstentions are treated as votes against a proposal and broker non-votes have no
effect on the vote.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted (i) TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING JULY 31, 1998,
AND (ii) TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING. The enclosed proxy, even though executed and returned, may be revoked
at any time prior to the voting of the proxy (a) by the execution and submission
of a revised proxy, (b) by written notice to the Secretary of the Company or (c)
by voting in person at the Annual Meeting.
ANNUAL REPORT
-------------
The Annual Report to Stockholders, covering the fiscal year of the Company,
dated July 31, 1997, including audited financial statements, is enclosed
herewith. The Annual Report to Stockholders does not form any part of the
material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report on
Form 10-K upon written request to Rick L. Wessel, the Chief Financial Officer,
Secretary and Treasurer at 690 East Lamar Boulevard, Suite 400, Arlington, Texas
76011. The Company will provide exhibits to its Annual Report on Form 10-K,
upon payment of the reasonable expenses incurred by the Company in furnishing
such exhibits.
ITEM 1
------
RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING JULY 31, 1998
------------------------------------------------
The Board of Directors and the Audit Committee of the Board have approved
engagement of Deloitte & Touche LLP as independent auditors for the fiscal year
ending July 31, 1998 consolidated financial statements. The Board of Directors
wishes to obtain from the stockholders a ratification of the Board's action in
appointing Deloitte & Touche LLP as independent auditors of the Company for the
fiscal year ending July 31, 1998. The engagement of Deloitte & Touche LLP for
audit services has been approved by both the Audit Committee of the Board of
Directors and the Board itself.
In the event the appointment of Deloitte & Touche LLP as independent
auditors for fiscal 1998 is not ratified by the stockholders, the adverse vote
will be considered as a direction to the Board of Directors to select other
auditors for the following year. However, because of the difficulty in making
any substitution of auditors so long after the beginning of the current fiscal
year, it is contemplated that the appointment for fiscal 1998 will be permitted
to stand unless the Board finds other good reason for making a change.
Representatives of Deloitte & Touche LLP are expected to be present at the
meeting, with the opportunity to make a statement if desired to do so. Such
representatives are also expected to be available to respond to appropriate
questions.
THE BOARD HAS RECOMMENDED THE RATIFICATION OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS. SUCH RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF THE
MAJORITY OF OUTSTANDING SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY
AT THE ANNUAL MEETING.
DIRECTORS
---------
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors, but shall consist of at least one director
and no more than 15 directors. The directors are elected by the stockholders of
the Company. At each annual meeting of stockholders of the Company successors
of the class of directors whose term expires at the annual meeting will be
elected for a three-year term. Any director elected to fill a vacancy or newly
created directorship resulting from an increase in the authorized number of
directors shall hold office for a term that shall coincide with the remaining
term of that class. In no case will a decrease in the number of directors
shorten the term of any incumbent director. Any vacancy on the Board howsoever
resulting, may be filled by a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. The stockholders will not
be electing any directors for the coming year, as none of the classes of the
directors is up for election at this annual meeting.
The Board of Directors of the Company consists of four directors divided
into three classes. At each annual meeting of stockholders, one class is
elected to hold office for a term of three years. Directors serving until the
earlier of (i) resignation or (ii) expiration of their terms at the annual
meeting of stockholders in the years indicated are as follows: 1998 - Mr.
Powell; and 1999 - Messrs. Wessel, Burke and Love. There are currently no
directors serving in the class up for election at this annual meeting. All
officers serve at the discretion of the Board of Directors. No family
relationships exist between any director and executive officer. Current
directors of the Company are as follows:
Phillip E. Powell has served as director since March 1990, served as
president from March 1990 until May 1992, and has served as chief executive
officer since May 1992. Mr. Powell has been engaged in the financial services
business for over 16 years.
Rick L. Wessel has served as chief financial officer, secretary and
treasurer of the Company since May 1992, and has served as a director since
November 1992. Prior to February 1992, Mr. Wessel was employed by Price
Waterhouse LLP for approximately nine years. Mr. Wessel is a certified public
accountant licensed in Texas.
Richard T. Burke has served as a director of the Company since December
1993. Mr. Burke is the founder and former chief executive officer and chairman,
from 1974 to 1988, of United HealthCare Corporation. Mr. Burke remains a
director of United HealthCare Corporation, a company engaged in the managed
health care industry. From 1977 to 1987, Mr. Burke also served as chief
executive officer of Physicians Health Plan of Minnesota (now MEDICA), the
largest client of United HealthCare Corporation. Mr. Burke also serves as a
director and vice chairman of the board of directors of Education Alternatives,
Inc., a company engaged in the business of providing school management services
and products to public schools. The securities of United HealthCare Corporation
and Education Alternative, Inc. are registered pursuant to the Exchange Act.
Joe R. Love has served as a director of the Company since December 1991.
Mr. Love has served as chairman and chief executive officer of Partridge Capital
Corporation, a venture capital firm, since October 1976. Since July 1989, Mr.
Love has served on the board of directors of Sooner Energy Corporation, a
company engaged in oil and gas exploration and production. In October 1996, Mr.
Love became a member of the board of directors of Western Country Clubs, Inc., a
public company involved in the entertainment industry.
Board of Directors, Committees and Meetings
- -------------------------------------------
The Board of Directors held five meetings during fiscal 1997. Each
director attended all meetings during fiscal 1997. The Audit and Compensation
Committees each consist of Richard T. Burke and Joe R. Love. The Audit
Committee held two meetings during fiscal 1997 and the Compensation Committee
held two meetings during fiscal 1997.
Audit Committee. The Audit Committee is responsible for making
recommendations to the Board of Directors concerning the selection and
engagement of the Company's independent auditors and reviews the scope of the
annual audit, audit fees, and results of the audit. The Audit Committee also
reviews and discusses with management and the Board of Directors such matters as
accounting policies, internal accounting controls, procedures for preparation of
financial statements, scope of the audit, the audit plan and the independence of
such accountants.
Compensation Committee. The Compensation Committee approves the standards
for salary ranges for executive, managerial and technical personnel of the
Company and establishes, subject to existing employment contracts, the specific
compensation and bonus plan of all corporate officers. In addition, the
Compensation Committee oversees the Company's stock option plan.
The Company has no nominating committee or any committee serving a similar
function.
Directors' Fees
- ---------------
For the year ended July 31, 1997, the Company's two outside directors each
received compensation of $7,200 as consideration for serving as directors of the
Company. In addition, they were also reimbursed for their reasonable expenses
incurred for each Board and committee meeting attended.
Reports
- -------
To the Company's knowledge, all reports as required under Section 16 of the
Exchange Act were filed on a timely basis during the fiscal year ended July 31,
1997.
Board Committees; Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------------------------
The Board of Directors has two standing committees. The Compensation
Committee reviews compensation paid to management and recommends to the Board of
Directors appropriate executive compensation. The Audit Committee reviews
internal controls, recommends to the Board of Directors engagement of the
Company's independent certified public accountants, reviews with such
accountants the plan for and results of their examination of the consolidated
financial statements, and determines the independence of such accountants.
Messrs. Burke and Love serve as members of each of these committees.
EXECUTIVE OFFICERS
------------------
The following table lists the executive officers of the Company as of the
date hereof and the capacities in which they serve.
Name Age Position
---- --- --------
Phillip E. Powell 47 Chairman of the Board and
Chief Executive Officer
Rick L. Wessel 39 Chief Financial Officer, Secretary,
Treasurer and Director
J. Alan Barron 36 Chief Operating Officer
Scott Williamson 39 Senior Vice President
J. Alan Barron joined the Company in January 1994 as its chief operating
officer. Prior to joining the Company, Mr. Barron spent two years as chief
financial officer for a nine store privately-held pawnshop chain. Prior to his
employment as chief financial officer of this privately-held pawnshop chain, Mr.
Barron spent five years in the Fort Worth office of Price Waterhouse LLP. Mr.
Barron is a certified public accountant licensed in Texas.
Scott Williamson joined the Company in January 1994 as its corporate
controller and in October 1994 was elected to senior vice president. Prior to
joining the Company, Mr. Williamson served as the director of internal audit for
the Dallas office of the Federal Deposit Insurance Corporation where he was
employed since 1989. From 1985 to 1989, Mr. Williamson served as vice president
and corporate audit department manager for Bright Banc Savings Association of
Dallas. Mr. Williamson also spent a total of five years in public accounting
firms, including two years with Ernst & Young. Mr. Williamson is a certified
public accountant licensed in Texas and Oklahoma.
Biographical information with respect to Messrs. Powell and Wessel was
previously provided under "Directors".
STOCK OWNERSHIP
---------------
The table below sets forth information to the best of the Company's
knowledge with respect to the total number of shares of the Company's Common
Stock beneficially owned by each person known to the Company to beneficially own
more than 5% of its Common Stock, each director and the total number of shares
of the Company's Common Stock beneficially owned by all directors and officers
as a group, as reported by each such person, as of November 3, 1997. On that
date, there were 4,465,792 shares of voting Common Stock issued and outstanding.
Shares Beneficially
Officers, Directors Owned (2)
and 5% Stockholders (1) Number Percent
----------------------- ------ -------
Richard T. Burke (3) 1,685,000 28.56%
Wasatch Advisors, Inc. 810,500 18.15
Phillip E. Powell (4) 919,145 17.26
Joe R. Love (5) 688,000 13.65
Springer Run Investments, L.C. (6) 483,000 9.76
Rick L. Wessel (7) 423,144 8.67
J. Alan Barron (8) 352,030 7.32
Scott Williamson (9) 232,905 5.01
All officers and directors
as a group (6 persons) 4,300,224 51.92
(1) The addresses of the persons shown in the table above who are directors or
5% stockholders are as follows: Wasatch Advisors, Inc., 68 South Main, Salt Lake
City, UT 84101; all other persons and/or entities listed, 690 East Lamar
Boulevard, Suite 400, Arlington, Texas 76011.
(2) Unless otherwise noted, each person has sole voting and investment power
over the shares listed opposite his name, subject to community property laws
where applicable. Beneficial ownership includes both outstanding shares of
Common Stock and shares of Common Stock such person has the right to acquire
within 60 days of November 3, 1997, upon exercise of outstanding convertible
debentures, warrants and options.
(3) Includes a warrant to purchase 200,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 250,000 shares at a price of
$4.00 per share to expire in January 2001, a warrant to purchase 150,000 shares
at a price of $4.625 per share to expire in January 2001, and 835,000 shares
underlying convertible debentures.
(4) Includes a warrant to purchase 200,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 200,000 shares at a price of
$4.00 per share to expire in January 2001, a warrant to purchase 275,000 shares
at a price of $4.625 per share to expire in January 2001, a stock option to
purchase 35,000 shares at a price of $4.625 per share to expire in November
1999, a stock option to purchase 100,000 shares at a price of $4.625 per share
to expire in January 2001, and 51,000 shares underlying convertible debentures.
(5) Includes a warrant to purchase 200,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 223,000 shares at a price of
$4.00 per share to expire in January 2001, a warrant to purchase 150,000 shares
at a price of $4.625 per share to expire in January 2001, and 115,000 shares of
common stock all of which are beneficially owned by affiliates of Mr. Love.
(6) Includes a warrant to purchase 200,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 133,000 shares at a price of
$4.00 per share to expire in January 2001, and a warrant to purchase 150,000
shares at a price of $4.625 per share to expire in January 2001 all of which are
beneficially owned by affiliates of Mr. Love.
(7) Includes a warrant to purchase 150,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 100,000 shares at a price of
$4.00 per share to expire in January 2001, a warrant to purchase 105,000 shares
at a price of $4.625 per share to expire in January 2001, a stock option to
purchase 10,000 shares at a price of $4.625 per share to expire in November
1999, and 50,500 shares underlying convertible debentures.
(8) Includes a warrant to purchase 150,000 shares at a price of $15.00 per
share to expire in July 2000, a warrant to purchase 50,000 shares at a price of
$4.00 per share to expire in January 2001, a warrant to purchase 100,000 shares
at a price of $4.625 per share to expire in January 2001, a stock option to
purchase 5,000 shares at a price of $4.625 per share to expire in November 1999,
and 41,500 shares underlying convertible debentures.
(9) Includes a warrant to purchase 75,000 shares at a price of $15.00 per share
to expire in July 2000, a warrant to purchase 50,000 shares at a price of $4.00
per share to expire in January 2001, a warrant to purchase 55,000 shares at a
price of $4.625 per share to expire in January 2001, and a stock option to
purchase 5,000 shares at a price of $4.625 per share to expire in November 1999.
COMPENSATION
------------
Executive Compensation
- ----------------------
The following table sets forth compensation with respect to the chief
executive officer and other executive officers of the Company who received total
annual salary and bonus for the fiscal year ended July 31, 1997 in excess of
$100,000:
Summary Compensation Table
--------------------------
Annual Long-Term
Compensation Compensation - Awards
---------------- ---------------------
Securities
Name and Principal Fiscal Underlying All Other
Position Year Salary Bonus Options/Warrants (1) Compensation (2)
-------- ---- ------ ----- -------------------- ----------------
Phillip E. Powell
Chairman of the 1997 $185,000 $102,200 - -
Board and Chief 1996 175,000 20,000 575,000 -
Executive Officer 1995 150,000 - 35,000 -
Rick L. Wessel
Chief Financial 1997 $100,000 $ 57,200 - -
Officer, Secretary 1996 95,000 10,000 255,000 -
and Treasurer 1995 85,000 - 10,000 -
J. Alan Barron 1997 $100,000 $ 57,200 - -
Chief Operating 1996 95,000 10,000 250,000 -
Officer 1995 80,000 - 5,000 -
Scott Williamson 1997 $ 85,000 $ 22,200 - -
Senior Vice 1996 80,000 5,000 130,000 -
President 1995 65,000 - 5,000 -
- -------------
(1) See "- Employment Agreements" and "- Stock Options and Warrants" for a
discussion of the terms of long-term compensation awards.
(2) The aggregate amount of other compensation is less than 10% of such
executive officer's annual compensation.
Employment Agreements
- ---------------------
Mr. Powell has entered into an employment agreement with the Company
through fiscal 2000 which provides for: (i) a fiscal 1997 annual base salary of
$185,000; (ii) the right to receive incentive compensation during each fiscal
year, or lesser period during which Mr. Powell is employed; (iii) a lump-sum
payment equal to the greater of one-year base salary or the remaining base
salary that would have been paid in the initial term of employment in the event
of constructive termination of employment; and (iv) a warrant to purchase
200,000 shares of Common Stock at an exercise price of $4.00 per share, which in
the event of a change of control or constructive termination, Mr. Powell could
cause the Company to repurchase at a price equal to the difference between the
exercise price and the exchange, sale or tender offer price, or the closing bid
price, whichever is applicable, depending upon the triggering event. These
warrants, and the underlying shares, have piggyback registration rights. The
Company has agreed to pay all expenses in connection with such piggyback
registration rights, except underwriting discounts and commissions and Mr.
Powell's legal fees. In the event Mr. Powell voluntarily resigns or is removed
for cause, the unexercised portion of the warrant automatically becomes
forfeited. This agreement contains provisions which automatically extend the
agreement for one year periods unless earlier terminated.
Mr. Wessel has a one-year employment agreement with the Company,
substantially identical to the employment agreement described above, except that
the base salary is $100,000, Mr. Wessel is not entitled to receive incentive
compensation, and a warrant to purchase 100,000 shares of Common Stock at an
exercise price of $4.00 per share. The initial term of this employment
agreement expired on July 31, 1994; however the agreement contains provisions
which automatically extend the agreement for one year periods unless earlier
terminated.
Stock Options and Warrants
- --------------------------
During fiscal 1997, the Company issued no stock options or warrant grants
to the above named executive officers.
July 31, 1997 Stock Option and Warrant Values
---------------------------------------------
Number of Unexercised Value of Unexercised
Stock Options and Warrants In-The-Money
at July 31, 1997 Stock Options and Warrants
Shares (Shares) July 31 , 1997 (l)
Acquired on Value -------- ------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
Phillip E. Powell - - 810,000(2) - $963,750 -
Rick L. Wessel - - 365,000(3) - 358,125 -
J. Alan Barron - - 305,000(4) - 244,375 -
Scott Williamson - - 185,000(5) - 182,500 -
(1) Computed based upon the differences between aggregate fair market value and
aggregate exercise price.
(2) Includes warrants to purchase 675,000 shares at prices ranging from $4.00
to $15.00 per share and options to purchase 135,000 shares at $4.625 per share.
(3) Includes warrants to purchase 355,000 shares at prices ranging from $4.00
to $15.00 per share and options to purchase 10,000 shares at $4.625 per share.
(4) Includes warrants to purchase 300,000 shares at prices ranging from $4.00
to $15.00 per share and options to purchase 5,000 shares at $4.625 per share.
(5) Includes warrants to purchase 180,000 shares at prices ranging from $4.00
to $15.00 per share and options to purchase 5,000 shares at $4.625 per share.
Warrants held by other directors: On November 3, 1997, other directors held
warrants to purchase 1,173,000 shares at prices ranging from $4.00 to $15.00 per
share, expiring the later of January 2001.
Warrants and options held by employees and third parties: On November 3,
1997, other employees and third parties own warrants and options to purchase an
aggregate of 283,675 shares at prices ranging from $4.00 to $15.00 per share,
expiring the later of January 2001.
The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans. The Company does not
grant any stock appreciation rights.
Certain Transactions
- --------------------
In August 1996, the Company entered into a management agreement to operate
and manage pawnshops for JB Pawn, Inc., a Texas corporation. JB Pawn, Inc. owns
and provides 100% of the financing for its pawnshops, and incurs all direct
costs to operate the pawnshops, including payroll, store operating expenses,
cost of inventory, and pawn loans. The Company receives a monthly management
fee for each store managed, and provides computer support, accounting, auditing,
oversight and management of these stores. JB Pawn, Inc. is 100% owned and
controlled by Mr. Jon Burke, the brother of a director of the Company. In the
event that JB Pawn, Inc. receives an offer to purchase any of its pawnshops, the
Company shall have a first right of refusal to match such offer. The Company
recorded management fee revenue of $212,000 under this agreement during fiscal
1997.
Report of the Compensation Committee
------------------------------------
Overview
- --------
The Company's executive compensation is supervised by the Compensation
Committee of the Board of Directors. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial goals
while attracting and retaining talented executives and rewarding superior
performance. In performing this function, the Compensation Committee reviews
executive compensation surveys and other available information and may from time
to time consult with independent compensation consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the pawnshop industry and other
companies of comparable size and complexity. Compensation in any particular
case may vary from any industry average on the basis of annual and long-term
Company performance as well as individual performance. The Compensation
Committee will exercise its discretion to set compensation where in its judgment
external, internal or individual circumstances warrant it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
bonuses and long-term incentive compensation in the form of stock options and
warrants.
Base Salary
- -----------
Base salary levels for the Company's executive officers are set generally
to be competitive in relation to the salary levels of executive officers in
other companies within the pawn shop industry or other companies of comparable
size, taking into consideration the position's complexity, responsibility and
need for special expertise. In reviewing salaries in individual cases the
Compensation Committee also takes into account individual experience and
performance.
Annual Incentive Compensation
- -----------------------------
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets established at
the beginning of each fiscal year or other significant corporate objectives.
Individual performance is also considered in determining bonuses.
Long-Term Incentive Compensation
- --------------------------------
The Company provides long-term incentive compensation through its stock
option plan and the issuance of warrants, which is described elsewhere in this
proxy statement. The number of shares covered by any grant is generally
determined by the then current stock price, subject in certain circumstances, to
vesting requirements. In special cases, however, grants may be made to reflect
increased responsibilities or reward extraordinary performance.
Chief Executive Officer Compensation
- ------------------------------------
Mr. Powell was elected to the position of chief executive officer in May
1992. Upon his becoming chief executive officer, Mr. Powell's annual base
salary was increased to $150,000 pursuant to his employment agreement
described herein. Mr. Powell's salary was $185,000 in fiscal 1997. Mr. Powell
received bonus compensation and warrant and option issuances based upon the
overall performance of the Company in fiscal 1997.
The overall goal of the Compensation Committee is to insure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment of
those objectives. This is effected in the context of a compensation program
that includes base pay, annual incentive compensation and stock ownership.
Compensation Committee:
Richard T. Burke
Joe R. Love
Stock Price Performance Graph
- -----------------------------
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Common Stock of the Company for the five year
period from July 31, 1992 through July 31, 1997, with the cumulative total
return on the Nasdaq Composite Index and a peer group index over the same period
(assuming the investment of $100 in the Company's Common Stock, the Nasdaq
Composite Index and the peer group). The peer group selected by the Company
includes the Company, Cash America International, Inc., EZCORP, Inc., and U.S.
Pawn, Inc.
First Cash, Inc. Peer Group Nasdaq Composite
---------------- ---------- ----------------
July 31, 1992 100.00 100.00 100.00
July 31, 1993 66.67 72.09 121.67
July 31, 1994 64.71 87.70 124.48
July 31, 1995 54.90 109.06 175.35
July 31, 1996 74.51 164.38 194.93
July 31, 1997 94.12 160.91 287.83
OTHER MATTERS
-------------
Management is not aware of any other matters to be presented for action at
the meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
COST OF SOLICITATION
--------------------
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation but may be reimbursed for out-of-pocket expenses in connection with
the solicitation. Arrangements are also being made with brokerage houses and
any other custodians, nominees and fiduciaries of the forwarding of solicitation
material to the beneficial owners of the Company, and the Company will reimburse
the brokers, custodians, nominees and fiduciaries for their reasonable out-of
pocket expenses.
STOCKHOLDER PROPOSALS
---------------------
Proposals by stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting no later
than July 6, 1998.
By Order of the Board of Directors,
Arlington, Texas Rick L. Wessel
November 3, 1997 Chief Financial Officer,
Secretary and Treasurer
REVOCABLE PROXY
- ---------------
FIRST CASH, INC.
ANNUAL MEETING OF STOCKHOLDERS
December 16, 1997
-----------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST CASH, INC.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED BELOW.
- -------------------------------------------------------------------------------
The undersigned stockholder of First Cash, Inc. (the "Company") hereby appoints
Rick Powell and Rick L. Wessel the true and lawful attorneys, agents and proxies
of the undersigned with full power of substitution for and in the name of the
undersigned, to vote all the shares of Common Stock of First Cash, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders of
First Cash, Inc. to be held at the First Cash, Inc. corporate offices located at
690 East Lamar Blvd., Suite 400, Arlington, Texas on Tuesday, December 16, 1997
at 10:00 a.m., and any and all adjournments thereof, with all of the powers
which the undersigned would posses if personally present, for the following
purposes. Please indicate for, withhold, against, or abstain with respect to
each of the following matters:
For Against Abstain
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1. Ratification of the selection of
Deloitte & Touche LLP as independent
auditors of the Company for the fiscal
year ending July 31, 1998 (the Board of
Directors recommends a vote FOR) [ ] [ ] [ ]
2. Other Matters:
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy will be voted for the choice specified. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement dated
November 3, 1997 as well as the Annual Report for the fiscal year ended July 31,
1997.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:
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(Signature)
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(Signature if jointly held)
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(Printed Name)
Please sign exactly as name appears on stock
certificate(s). Joint owners should each sign.
Trustees and others acting in a representative
capacity should indicate the capacity in which they
sign.
