UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SWS Group, Inc.
(Name of Issuer)
Common Stock, $0.10 par value[*]
(Title of Class of Securities)
78503N107
(CUSIP Number)
Oak Hill Capital Management, LLC
65 East 55th Street, 32nd Floor,
New York, NY 10022
Attention: John Monsky
With a copy to:
Lee A. Meyerson, Esq.
Elizabeth Cooper, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box¨.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 78503N107 | Page 2 of 9 Pages |
| 1 | Names of Reporting Persons
Oak Hill Capital Partners III, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see Instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |
| 2 |
| CUSIP No. 78503N107 | Page 3 of 9 Pages |
| 1 | Names of Reporting Persons
Oak Hill Capital Management Partners III, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |
| 3 |
| CUSIP No. 78503N107 | Page 4 of 9 Pages |
| 1 | Names of Reporting Persons
OHCP GenPar III, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |
| 4 |
| CUSIP No. 78503N107 | Page 5 of 9 Pages |
| 1 | Names of Reporting Persons
OHCP MGP Partners III, L.P.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
PN | |
| 5 |
| CUSIP No. 78503N107 | Page 6 of 9 Pages |
| 1 | Names of Reporting Persons
OHCP MGP III, Ltd.
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |
| 6 |
| CUSIP No. 78503N107 | Page 7 of 9 Pages |
| 1 | Names of Reporting Persons
Oak Hill Capital Management, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see Instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |
| 7 |
| CUSIP No. 78503N107 | Page 8 of 9 Pages |
| 1 | Names of Reporting Persons
OHCM Management, LLC
| |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| (a)¨
(b)þ
|
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS (see Instructions)
OO
| |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0
|
| 8 | SHARED VOTING POWER
0
| |
| 9 | SOLE DISPOSITIVE POWER
0
| |
| 10 | SHARED DISPOSITIVE POWER
0
|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
| |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
| ¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| 14 | TYPE OF REPORTING PERSON (see instructions)
OO | |
| 8 |
This Amendment No. 3 amends and supplements the Schedule 13D filed jointly by the Reporting Persons pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on August 5, 2011, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on April 3, 2014 and Amendment No. 2 filed with the Securities and Exchange Commission on September 29, 2014 (as amended, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following at the end of Item 4:
On November 21, 2014, the stockholders of the Issuer approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 31, 2014, by and among the Issuer, Hilltop Holdings Inc. (“Hilltop”) and Peruna LLC (“Peruna”), a wholly-owned subsidiary of Hilltop, pursuant to which the Issuer would merge with and into Peruna, the separate existence of the Issuer would cease, and Peruna would survive and continue its existence as a Delaware limited liability company (the “Merger”). The Merger was consummated on January 1, 2015 and pursuant to the Merger Agreement, each issued and outstanding share of Common Stock of the Issuer, except for shares of Common Stock owned by the Issuer, Hilltop or Peruna, was converted into the right to receive, without interest, (i) 0.2496 shares of common stock of Hilltop (the “Stock Consideration”) and (ii) an amount in cash equal to $1.94 (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). Oak Hill Capital Partners III, L.P., Oak Hill Capital Management Partners III, L.P. and Oak Hill Capital Management, LLC disposed of 6,314,361, 207,378 and 19,925 shares of Common Stock, respectively, in the Merger, in exchange for the Merger Consideration.
Pursuant to the terms of the Merger Agreement and the previously disclosed Letter Agreement, dated as of March 31, 2014, among the Issuer and the Oak Hill Funds, on January 1, 2015, Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. delivered to the Issuer 2,104,787 and 69,126 warrants to acquire Common Stock, respectively, and the loans of the Oak Hill Funds to the Issuer outstanding under the Credit Agreement in exchange for the following consideration: (i) the Merger Consideration that they would have been entitled to receive upon consummation of the Merger if such warrants had been exercised immediately prior to the effective time of the Merger and (ii) an amount equal to the Applicable Premium (as defined in the Credit Agreement, being a calculation of the present value of all required interest payments due on a loan through its maturity date on the date the loan is repaid) calculated as if the outstanding loans held by the Oak Hill Funds were prepaid in full as of the closing date of the Merger.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) 5(c) and 5(e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b) Following the consummation of the Merger, none of the Reporting Persons, nor any of the Related Persons, directly or indirectly own any shares of Common Stock of the Issuer.
(c) Except as set forth herein, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the Related Persons, has engaged in any transaction during the past 60 days involving Common Stock of the Issuer.
(e) On January 1, 2015 and as a result of the consummation of the Merger, the Reporting Persons ceased to be beneficial owners of any shares of Common Stock of the Issuer.
| 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 2, 2015
| OAK HILL CAPITAL PARTNERS III, L.P. | ||
| By: | OHCP GenPar III, L.P., its general partner | |
| By: | OHCP MGP Partners III, L.P., its general partner | |
| By: | OHCP MGP III, Ltd., its general partner | |
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. | ||
| By: | OHCP GenPar III, L.P., its general partner | |
| By: | OHCP MGP Partners III, L.P., its general partner | |
| By: | OHCP MGP III, Ltd., its general partner | |
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OHCP GENPAR III, L.P. | ||
| By: | OHCP MGP Partners III, L.P., its general partner | |
| By: | OHCP MGP III, Ltd., its general partner | |
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OHCP MGP PARTNERS III, L.P. | ||
| By: | OHCP MGP III, Ltd., its general partner | |
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OHCP MGP III, LTD. | ||
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OAK HILL CAPITAL MANAGEMENT, LLC | ||
| By: | OHCM MANAGEMENT, LLC, its managing member | |
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||
| OHCM MANAGEMENT, LLC | ||
| By: | /s/ Kevin Levy | |
| Kevin Levy | ||
| Vice President | ||